Innovative startups and news 2024 in the Italian Law

Introduction

The (Italian) Startup Act, in force since 2012 (Decree Law 179/2012), is the main legislative reference in the field of innovative startups.

During July of this year 2024, the Draft Law was approved by the Council of Ministers that provides some important innovations in this area.

The text has not yet become law, as the approval process has to be completed, but at the moment it is nevertheless useful to highlight some of the potential novelties.

Article 25 potentially brings some novelties in the field of Italian innovative startups, and one of the most relevant is the one concerning the share capital, which is raised to 20,000.00 (twenty thousand euros).

This amount of capital is required from the innovative startup two years after registration in the special section (while in the original text it was required already at the time of registration itself).

Although presumably the capital that must be subscribed, may not be fully paid up, this could be a limiting fact for some realities.

The above would imply a significant difference from the current set-up in which it is possible to establish an innovative startup (and more generally a company) even with a share capital of 1 (one) euro.

The size of the company

Another novelty is that which concerns the size of the innovative starup enterprise. The size indicated is that of a micro, small or medium enterprise.

This clarification was included because innovative startups enjoy a derogatory discipline with respect to the general one (also dictated at the European level).

For this reason, the possibility that the innovative startup has the size of a large company or is controlled by a large company, is excluded.

This entails a consideration of no small importance, as it could limit possible collaborations between innovative startups and the big players in the relevant sectors as well as venture activities.

Other potential innovations

In addition to the above, there are other potential novelties:

– it is possible for qualifying companies to become an innovative startup after the deed of incorporation, specifically up to two years after that date;

– the maximum limit of stay in the special section of the commercial register, which remains 60 months, is calculated from the time of registration of the startup, and not from its incorporation;

– the 60-month limit, in some specific cases, is raised to 84 months, namely when innovative startups operate in strategic environmental, dual-transition or digital sectors.

The Investor Visa

The Investor Visa is a fixed-term visa that is granted to foreign nationals who intend to invest in Italy in certain sectors.

The investment brought to the inovative startup, pursuant to the Startup Act is 250,000.00 (two hundred and fifty thousand) euros.

This Investor Visa would also be extended to non-European investors who make significant investments in venture capital funds.

The transitional period

In case the bill is passed, Article 26 provides for a transitional period according to which no changes would be made for innovative startups already registered in the special section of the commercial register.

A clarification is due, for those that having the requirements, intend to take advantage of the period of the extra 2 years for maintaining registration, it will be necessary to raise the capital to 20,000.00 (twenty thousand euros).