Each Chamber of Commerce must publish on your institutional website the models, also in English. The notary who has received the deed of incorporation must deposit it at the competent business register office. And if standard models are used, the notary’s fee it must not exceed half than that provided for in Table C – Notaries, contained in the decree of the Minister of Justice 142 of 20 July 2012.
The deadline for the approval of the statute models for the online constitution has expired since February. The Ministry of Economic Development prepared a text and submitted it to the other ministries. Costs also go up
The quality of the new statute models
The first question that arises is whether it really is it was worth waiting all these months to get the new models, given that both the model for innovative srl / startups provided for by the ministerial decree of 28 October 2016, and the model 138, compulsorily provided for by the civil code for simplified srls (article 2463), in implementation of law decree 1 of 2012 (not at random the “liberalization” decree) and adopted by inter-ministerial decree 138 of 2012.
“The Mise has chosen to resume the clauses of the previous ministerial statutes, which have already been used by thousands of companies established online. The use of standard statutes – continues Toffoletto – allows the I noticed that I was more efficient and the founding members to save in the critical phase of the birth of a new project. It is an important step forward because it further confirms the new way of opening a company introduced in December 2021 and which is not yet well known “.
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Doubts about costs
Reading the rules does not facilitate the composition of the puzzle for simplified srl. The primary legislation provides that their constitution is free (see Law Decree 1 of 2012 as converted), but the new ministerial decree does not distinguish between the two models when it specifies the application of halved notary fees in the case of online constitution and adoption of a standard statute model. Evenience reaffirmed within the same model. What is behind this inconsistency is difficult to understand; however, the interpretative hole remains.
Yup thus closes the odyssey on the digital constitution of innovative startups, started in 2016 with an appeal to the Lazio TAR of the National Council of Notaries, for the annulment of the Mise decree of 17 February 2016, which allowed the constitution of innovative startups without a prior notarial public deed and for free. In March 2021 the Council of State, with sentence 2643, rejected the online and free constitution of innovative startups, declaring the rule null and void.
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In conclusion
The online constitution of startups remains of exclusive of notarieswho manage (but without any mandatory prescription) the procedure through a platform made available and managed by the National Council of Notaries. Startups wishing to set up as a simplified srl or srl can do so online, using the statute models and paying the half of the notary fees (for an amount linked to the amount of the paid-in capital).
The models mostly recall the “old” models, except for some elimination of more sophisticated clauses. However, any deviation from the model will lead to a return to ordinary rates.
For simplified srl, the question arises whether it is free or not, given the literal contrast between primary and regulatory legislation. The absurdity would be that the simplified srl established offline are free and the online ones are paid, albeit for half. All is well that ends well. At least for now.
