Company registration in San Marino

The Republic of San Marino, though diminutive in size, stands as an exceptional jurisdiction for business establishment, highly esteemed among international entrepreneurs and investors. Situated entirely within the territory of Italy, this state is renowned for its economic stability, political autonomy, and advantageous fiscal policies. Incorporating a company in San Marino affords opportunities for accessing European Union markets, notwithstanding its non-membership status.

This article looks at the essentials of doing business in San Marino, from a summary of the state of the economy to the particular procedures involved in registering a firm. A special focus is placed on the tax system analysis, prescribed capital thresholds, and the many organizational forms that might be registered.

Overview of the economy and business environment of San Marino

Enclaved within the Apennine Peninsula, San Marino, a microstate counting itself among the world's smallest nations, grants compelling prospects for entrepreneurial endeavors. Its strategic location fosters proximity to crucial European markets. While not a direct member of the European Union, the country enjoys stable political and economic relations with Italy, thereby streamlining trade and facilitating commercial synergies.

Although San Marino is not a member of the European Union, the country has entered into cooperation agreements that facilitate trade and economic interaction. San Marino utilizes the euro as its official currency pursuant to an agreement with the EU, thereby streamlining financial transactions and mitigating currency risks for enterprises registered here. San Marino's economy is closely intertwined with Italy, enabling companies registered in San Marino to easily engage with Italian and other European business entities.

San Marino attracts investors with its low taxation rates and favorable conditions for foreign companies. For instance, while the standard corporate tax rate stands at 17%, new enterprises, particularly in high-tech and innovative sectors, benefit from significant tax incentives. This fosters a conducive environment for establishing ventures in the state and leveraging it as a platform for further expansion into the European market.

The economy of San Marino is characterized by a high level of per capita income and developed infrastructure. GDP per capita is among the highest in the region. Due to flexible tax regulation and stable economic conditions, establishing a company in San Marino is an attractive option for global business.

Key sectors of the economy of San Marino and profitable areas for business

The economic sphere of San Marino stands out for the diversity of its leading sectors, each offering unique prospects for international investors and businessmen. From industrial manufacturing to banking and financial services, tourism, and retail commerce, each industry presents its own privileges for those exploring opportunities to establish a company in this territory. Deliberating on these key directions will enable potential businessmen to discern the most promising spheres for investment, taking into account the specific economic and regulatory conditions of San Marino.

Industry and manufacturing

The industrial sector of San Marino is characterized by highly concentrated production of goods with high added value. Particularly developed are the manufacturing of electronics, textiles, ceramics, and furniture. Establishing a firm in San Marino in these sectors may prove advantageous due to high quality standards and proximity to European markets.

Financial and banking services

The state attracts extensive global investments through a reliable and transparent banking service system. Establishing a firm in San Marino in the financial services sector may prove advantageous due to its flexible tax policies and the opportunity to engage with both domestic and international clients. The financial sector presents opportunities for investment funds, credit institutions, and insurance companies.

Tourism and hospitality

Tourism stands as one of the leading sectors of San Marino's economy. Thanks to its rich history, cultural heritage, and picturesque landscapes, the country attracts a significant number of tourists each year. Launching a business in this sphere can prove lucrative, particularly in the realms of hospitality, restaurant operations, and entertainment services.

Retail

Retail trade in San Marino thrives, particularly in segments such as luxury goods, jewelry, and electronics. Initiating business endeavors within this sphere may prove advantageous due to the substantial influx of tourists and affluent local consumers.

Agriculture

Although the agricultural sector is not predominant in the economy of San Marino, it provides optimal conditions for organic farming and the production of specialized products such as wine and cheeses. Establishing a company in San Marino specializing in eco-friendly production could attract the attention of both local and global consumers.

E-commerce

The advancement of internet technologies and global networks has facilitated all requisite conditions for effective e-commerce in San Marino. Registering an internet store or a company providing online services could prove to be a lucrative capital investment, particularly considering the international orientation of the state's economy.

Legislative framework for doing business in San Marino

The conduct of commercial activities in San Marino is governed by several legislative acts that provide the legal framework for all aspects of commercial operations.

• Law No. 71 on support to economic development. This law establishes overarching requirements for conducting business within the territory of San Marino, encompassing registration, licensing, and standards of business operations. It provides the framework for regulating various types of economic activities within the country.
• Law No. 47 of 23 February 2006, Companies Act. It regulates the legal aspects of establishing and operating firms in San Marino, including determining criteria for the size of the authorized capital, rights, and obligations of the management of the organization.

Requirements for establishing an organization in San Marino

Establishing a company in San Marino requires compliance with specific requirements. We will talk about them below.

Registration of original company name

The initial step in establishing a company in San Marino is the selection of its denomination. The denomination must be unique and must not coincide or resemble names already registered in San Marino. To verify and register the denomination, it is necessary to contact the San Marino Trade Registry. The registration application must include multiple denomination options to expedite the procedure in case of conflicts with existing denominations.

Registration of a legal address

The company needs to register a legal address within the territory of San Marino. This address is utilized for official correspondence exchange and must be formalized within the organization's foundational documents. The address may consist of a leased office or commercial premises, and its existence necessitates substantiation through pertinent documentation such as a lease agreement or title deed.

Development of basic regulatory documents of the enterprise

The main regulatory documents - the charter and the memorandum of association - establish the structure and principles of enterprise governance. The charter must contain information about the company's name, its registered address, objectives, authorized capital, as well as the rights and obligations of shareholders and the mechanism of enterprise management. The memorandum of association, signed by all shareholders, describes the procedure for investing authorized capital, appointment of directors, and distribution of shares among founders.

Formation of the authorized capital

The size of the statutory fund varies depending on the legal form of the enterprise. Thus, for limited liability companies (S.R.L.), it is set at 25,500 EUR, while for closed joint-stock companies (S.P.A.), it is necessary to have 77,000 EUR. These funds must be transferred to the corporate account at one of the banks in San Marino before or immediately after registration. Providing confirmation of the contribution of the statutory capital is mandatory for completing the registration procedure in the Trade Register.

Registration in the commercial register

Upon completion of all documentation, the enterprise must be registered with the Trade Registry of San Marino. To achieve this, the company owner is required to submit a comprehensive package of papers, settle the registration fee, and obtain a Certificate of Incorporation. This certificate serves as a lawful confirmation of the organization's entitlement to conduct its activities.

Requirements for shareholders and directors

An organization is required to have at least one founder and one manager, both of whom may be individuals residing either within or outside of San Marino. Information regarding managers and founders must be incorporated into the articles of association and registered with the Commercial Registry. Any changes in the management or ownership structure must be promptly registered in the registry.

Step-by-step process for registering a company in San Marino

The registration of a company in San Marino is a multi-step process that necessitates meticulous planning and strict adherence to legal norms. This process can be delineated into several key stages, each of which is critical for successful formalization.

Determining the form of doing business

The first stage is the selection of the legal form for your business. In San Marino, various types of business structures are represented, among which S.R.L. and S.P.A. are particularly prevalent. Your choice will depend on the scale of the enterprise, the volume of investments, the number of founders, and the specificity of the business.

Compiling a documentation package

To establish an enterprise, you should prepare a number of documents, which include:

• Articles of Association (Atto costitutivo)
• Charter of the company (Statuto)
• Information about directors and shareholders
• Proof of payment of the authorized capital
• Evidence of the official location of the enterprise in San Marino.

These documents must be prepared in Italian and notarized. The statutory fund must be deposited into a special bank account opened in the name of the organization in San Marino.

Registration in the Commercial Register (Registro di Commercio)

After all required documents are prepared and notarized, the next step entails their submission to the Trade Registry of San Marino. Registration in this registry is mandatory for acquiring legal status, necessitating the payment of a government fee. During the registration process, a check for the uniqueness of the firm name is also conducted to prevent duplicates with already registered entities.

Types of business structures in San Marino

Various legal forms of entities are available in San Marino, each tailored to specific types of activities and characterized by distinct features regarding management, taxation, and participant liability. Let's examine in more detail the most common forms.

Private limited liability company (Società a Responsabilità Limitata, S.R.L.)

S.R.L. - this model, often chosen by small enterprises in San Marino due to its flexibility and relatively straightforward establishment and management process. The primary characteristics of S.R.L. include:

• Capital. The amount of the authorized capital is set at 25,500 EUR. It must be paid within the first two months after registration.
• Shareholders. The minimum number of shareholders is one. This can be either an individual or a legal entity, regardless of residency status.
• Control. The enterprise is managed by one or more directors, who can be both residents and non-residents.
• Responsibility. Shareholders are liable up to the amount of money contributed, which means their personal assets are protected from corporate debts and obligations.

Joint Stock Company (Società Per Azioni, S.P.A.)

S.P.A. represents a larger and more formal structure, suitable for big enterprises in San Marino with a wide scope of activities. This form is often utilized by entities intending to access public financial markets. Key features of S.P.A.:

• Capital. The minimum required authorized capital for a closed joint stock company (S.P.A.) is 77,000 EUR. Of this amount, half must be paid at the time of company registration. The remaining balance must be paid within 36 months.
• Shareholders. To establish S.P.A. It is enough to have one shareholder. A shareholder can be either an individual or a legal entity, and without any residency requirements.
• Control. The company is managed by a board of directors, which is elected by shareholders. In addition, S.P.A. An independent auditor must be appointed.
• Responsibility. Shareholders limit their liability to the amount of shares contributed. A company may issue shares and bonds to raise additional capital.

Other organizational structures

In addition to S.R.L. and S.P.A., other lesser known types of legal structures are also present in San Marino, including:

• Limited partnership. This variant is ideally suited for family enterprises in San Marino, where one or more participants (limited partners) bear limited responsibility, while another participant (general partner) holds unlimited liability.
• Cooperatives. The organizational form designed to advance the collective interests of its members, who may be consumers, employees, or suppliers.

Identifying the most advantageous organizational framework depends on a range of criteria, including the scale of the enterprise, expansion strategies, financial and managerial objectives. When establishing a company in San Marino, it is crucial to scrutinize all details to ensure that the chosen structure maximally aligns with both existing and prospective business requirements.

Corporate taxation in San Marino

San Marino offers one of the most attractive tax regimes in Europe, particularly advantageous for foreign investors and international companies. This system fosters economic growth and renders the jurisdiction ideal for the registration of new enterprises. Below is a detailed overview of the taxes applicable to legal entities in San Marino.

Basic tax rates

• Income tax (Imposta sul Reddito delle Imprese, IRI). The primary corporate tax rate in San Marino is set at 17%. This figure is substantially lower than in many European states, rendering San Marino an attractive jurisdiction for commercial activities. Furthermore, certain categories of firms, including those specializing in technology and innovation, are eligible for a reduced tax rate of 8.5%.
• VAT (IVA – Imposta sul Valore Aggiunto). In San Marino, VAT is not levied, thus reducing the overall tax burden on firms and enhancing their competitiveness on the international stage.

Additional taxes and fees

• Tax on dividend income. The dividend income tax rate stands at 5%. This represents a relatively low rate, fostering investment attraction and profit distribution among shareholders.
• Property tax. In San Marino, the property tax stands at 6.4%, serving as the standard rate to facilitate local municipal services.
• Stamp duty and foreign exchange supervision. The absence of stamp duties and currency controls in San Marino streamlines cross-border transactions, thereby reducing administrative costs for enterprises.

Features for foreign companies

Foreign companies, opting to create a branch or subsidiary in San Marino, may avail themselves of numerous tax advantages. These encompass exemption from corporate income tax for specified activities and reduced tax rates for innovation-related projects. Such measures foster a conducive environment for corporate growth and development on the global stage.

Business banking in San Marino: financial sector analysis

The financial infrastructure of San Marino offers an extensive array of services tailored for corporate clientele, facilitating business management at both national and international levels. In this overview, we shall delve into the leading banks of San Marino, their offerings for entrepreneurs, and the process of opening corporate accounts.

Banks in San Marino and their services for business clients

Several major banks operate in San Marino, each offering a diverse range of banking products and services tailored to the needs of corporate clients:

1. Cassa di Risparmio della Repubblica di San Marino (CARISP). CARISP, one of the nation's leading banks, offers a comprehensive suite of banking services tailored to businesses, encompassing multi-currency accounts, credit facilities, investment products, and online banking solutions. Additionally, CARISP provides specialized financial services catering to international transactions.
2. Banca di San Marino. The bank offers a comprehensive array of corporate banking products, encompassing securities transactions, corporate asset management, as well as consultancy services in financial planning.
3. Banca Agricola Commerciale di San Marino. The bank specializes in providing credits and other financial services to both local and international enterprises. It actively engages with the agricultural sector while also extending support to various other industries.

Opening a business account in San Marino

In order to open a business account in one of the financial institutions of San Marino, you must complete the following steps:

1. Select a financial institution. Based on the financial needs and types of activities of the enterprise, you should choose the banking organization that best meets your needs.
2. Collection of documentation. To apply for a financial account, you will need a number of documents, including:
   • Constituent documentation of the company (charter, memorandum of association).
   • Certificate of incorporation of the enterprise in San Marino (certificate from the commercial register).
   • Passports and other identification documents of directors and founders.
   • A detailed business plan or description of the company's activities.
3. Meeting with a bank employee. Interaction with the bank often entails the physical presence of company representatives for negotiations with bank personnel regarding account opening and management matters, as well as for the completion of the identity verification procedure.
4. The majority of financial institutions in San Marino require the fulfillment of an initial deposit to activate a corporate account.

Banking services in San Marino provide firms with stable and productive financial support essential for business expansion. The selection of an adequate bank and corresponding account type critically impacts corporate fund management and can significantly enhance the efficiency of organizational financial transactions.

Pros of starting a business in San Marino

The establishment of a company in San Marino offers a plethora of significant advantages, rendering this jurisdiction increasingly appealing to international investors and entrepreneurs seeking to register a firm or commence business operations in Europe.

• Political stability and favorable tax legislation

San Marino stands out for its high political stability, fostering a conducive environment for business operations. Coupled with favorable tax legislation, this renders the jurisdiction appealing for external investments. Reduced tax rates are granted to enterprises engaged in high technology, scientific research, and environmentally sustainable production sectors. This incentivizes the development of new technologies and attracts investors keen on long-term innovative projects.

• Simplified registration processes

San Marino provides a streamlined and expedited procedure for establishing an enterprise, which can be conducted remotely. This affords unique conveniences for foreign investors, enabling them to effectuate business registration without the necessity of physical presence within the nation. The process entails submission of requisite documentation to the commercial registry and payment of government fees, feasibly facilitated through an agent or legal entity such as TK DEAL.

• Lack of currency control and VAT

Another significant advantage of conducting business in San Marino is the absence of currency controls and VAT. This facilitates international transactions and reduces administrative expenses, rendering the import and export of goods and services more straightforward and economically advantageous.

• Assistance to international investors and stimulation of external investment

San Marino actively provides assistance to international investors, offering diverse programs and projects aimed at stimulating and supporting foreign investments. The Government of San Marino offers consultancy and informational services, facilitating the integration of enterprises into the local economic context and fostering connections with European and global markets.

All these advantages make San Marino one of the most appealing jurisdictions for commencing business and establishing firms, ensuring a stable and supportive environment for companies of various scales and sectors.