Forms of Companies

  • Those who are not citizens or do not live in the Republic of San Marino can only set up business in form of limited companies or corporations.
    Like in Italy, corporate bodies that have registered offices on the territory of the Republic of San Marino must be constituted in one of the following forms: the Limited Liability Companies even with a sole shareholder, and the Corporations.
    The S.A. (Società Anonima, Anonymous Company) is no longer in use.

  • Both the types of company must be registered by public deed and signed before a San Marino notary.
    The main requirements and regulations for the registration of a company under San Marino’s legislation are included in the following tables.

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  • Limited Liability Companies

    • Minimum Corporate Capital
      The minimum capital requirement for a LLC is 25,500 euro
    • Capital payment
      Half the contributions of the initial corporate capital of the company must be paid in cash at least within 60 days from the date of registration. In any case, payment of all contributions must be requested by the directors and made within 3 years from the date of registration of the company in the Trade Register.
    • Sole proprietorship
      A single-member company can be registered as long as this is mentioned in the Trade Register, and payment of all contributions must be made within 60 days from the date of registration of the company in the Trade Register.
    • Business licences purpose
      It must be lawful, possible, determinate and consistent with one other
    • Administration
      The company’s administration can be entrusted to a Sole Director or to a Board of Directors who have elected a Chairman and a CEO
    • Subjective requirements of the stakeholders and directors
      Natural persons considered suitable parties as laid down in the
      Article 1, paragraph 9 of the Law on Companies

      “Unsuitable Party”, natural persons who:
      a) have received, in the Republic of San Marino or abroad, a criminal sentence passed in final judgement to a period of imprisonment for a period of more than two years, for committing crimes against property, against public faith, against the public economy or drug trafficking, committed in the last fifteen years; or persons who have received a criminal sentence passed in final judgement for bribery and corruption, invoicing of non-existent operations, fiscal fraud, usury, bankruptcy involving fraud or money laundering, for crimes committed in the last fifteen years; or persons who have received a non-definitive sentence or who have been committed for trial as part of pending criminal proceedings, or for criminal conspiracy or financing of terrorism;
      b) in the twenty-four months before filling the license application or the purchase of the corporate stakes or the election of the members of the board, have been a partner or had powers of representation as in article 52 of Law no. 47 dated 23 February 2006, in a company whose authorisation has been revoked by provision of the State Congress. Membership as partner or the powers of representation as in article 52 of Law no. 47 dated 23 February 2006 and subsequent amendments must be coexist with the occurrence of the actions which have led to the passing of the resolution of revocation of the license itself. This provision is not applicable if, in the administrative appeal against the licence denial act, due to the suffered revocation provision, the partner or the director show themselves to have behaved diligently conduct and not to have been responsible in any way for the decisions or the activities of the company which have resulted in license revocation;
      c) in the twenty-four months before filling the licence application or the purchase of the corporate stakes or the election of the members of the board, have not been holders of a license revoked by provision of the State Congress;
      d) has been subjected as sole director, upon the incorporation or the purchase of the corporate stake or the election of the members of the board, to a legal action brought by the creditors or to an equivalent proceedings in foreign law systems;
      e) are not undergoing executive actions by the Tax Department of of the Republic of San Marino Central Bank, according to Title II of Law no. 70 dated 25 May 2004, aimed at recovering amounts owing to the Public Administration or Bodies of the Enlarged Public Sector which are not subject to disputes or the subject of agreements for payment by instalments;
      f) live in “Countries under monitoring” as identified by the Financial Intelligence Agency,
    • Certification of suitable parties
      The certifications relating to the suitable parties who do not live in the Republic must be equivalent to the San Marino certifications (in case of Italian natural persons, only a recent extract from the judicial record and a certificate of pending proceedings are required)
    • Registration process
      The company generally achieves legal recognition within a business week.
    • Legal headquarters
      The license applicant must have its legal headquarters in the Republic of San Marino. For the issuance of the licence, the company must have a main office (either legal or secondary offices) for its own specific use, endowed with building conformity and functions suitable for the activities to be performed in it
    • Auditors
      A Limited Liability Company must elect a Sole Auditor if the capital amount is higher than 77,000 euro or if for two consecutive fiscal years revenues exceed 2 million euro. The election of a Board of Statutory Auditors is compulsory when revenues exceed 7,300.000 euro for two consecutive fiscal years
  • Corporations

    • Minimum Corporate Capital
      The mimimum capital requirement for a Corporation is 77,000€
    • Capital payment
      Half the contributions of the initial corporate capital must be paid in cash at least within 60 days from the date of registration. In any case, payment of all contributions must be requested by the directors and made within 3 years from the date of registration of the company in the Trade Register.
    • Sole proprietorship
      A single-member company can be registered as long as this is mentioned in the Trade Register, and payment of all contributions must be made within 60 days from the date of registration of the company in the Trade Register.
    • Business purpose
      It must be lawful, possible, determinate and consistent with one other
    • Administration
      The company’s administration can be entrusted to a Sole Director or to a Board of Directors who have elected a Chairman and a CEO
    • Subjective requirements of the stakeholders and directors
      Natural persons considered suitable parties as laid down in the
      Article 1, paragraph 9 of the Law on Companies

      “Unsuitable Party”, natural persons who:
      a) have received, in the Republic of San Marino or abroad, a criminal sentence passed in final judgement to a period of imprisonment for a period of more than two years, for committing crimes against property, against public faith, against the public economy or drug trafficking, committed in the last fifteen years; or persons who have received a criminal sentence passed in final judgement for bribery and corruption, invoicing of non-existent operations, fiscal fraud, usury, bankruptcy involving fraud or money laundering, for crimes committed in the last fifteen years; or persons who have received a non-definitive sentence or who have been committed for trial as part of pending criminal proceedings, or for criminal conspiracy or financing of terrorism;
      b) in the twenty-four months before filling the license application or the purchase of the corporate stakes or the election of the members of the board, have been a partner or had powers of representation as in article 52 of Law no. 47 dated 23 February 2006, in a company whose authorisation has been revoked by provision of the State Congress. Membership as partner or the powers of representation as in article 52 of Law no. 47 dated 23 February 2006 and subsequent amendments must be coexist with the occurrence of the actions which have led to the passing of the resolution of revocation of the license itself. This provision is not applicable if, in the administrative appeal against the licence denial act, due to the suffered revocation provision, the partner or the director show themselves to have behaved diligently conduct and not to have been responsible in any way for the decisions or the activities of the company which have resulted in license revocation;
      c) in the twenty-four months before filling the licence application or the purchase of the corporate stakes or the election of the members of the board, have not been holders of a license revoked by provision of the State Congress;
      d) has been subjected as sole director, upon the incorporation or the purchase of the corporate stake or the election of the members of the board, to a legal action brought by the creditors or to an equivalent proceedings in foreign law systems;
      e) are not undergoing executive actions by the Tax Department of the Central Bank of the San Marino Republic, according to Title II of Law no. 70 dated 25 May 2004, aimed at recovery of debts owed to the Public Administration or to Public Sector Bodies which are not subject to legal disputes or the subject of agreements for payment by instalments;
      f) live in “Countries under monitoring” as identified by the Financial Intelligence Agency,
    • Certification of suitable parties
      The certifications relating to the suitable parties who do not live in the Republic must be equivalent to the San Marino certifications (in case of an Italian natural person only the presentation of a recent extract from the judicial record and a certificate of pending proceedings are required)
    • Registration process
      The company generally achieves legal recognition within a business week.
    • Legal headquarters
      The license applicant must have its legal headquarters in the Republic of San Marino. For the issuance of the licence, the company must have a main office (either legal or secondary offices) for its own specific use, endowed with building conformity and functions suitable for the activities to be performed in it
    • Auditors
      A Corporation must elect a Sole Auditor, whereas the election of a Board of Statutory Auditors is compulsory when revenues exceed 7,300,000€ for two consecutive fiscal years