innovative startups (vers. 2014)
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Set up a startup in Italy
Frieda Brioschi / Emma Tracanella frieda.brioschi@gmail.com / emma.tracanella@gmail.com
IED Lesson 2/2014
2. Set up a startup in Italy
Course program1. Italian Startups
2. Set up a startup in Italy
3. I've got an idea. And now?
4. Value analysis
5. Business model
6. Communicate, communicate, communicate
7. Being net
8. Find your market
9. Funding: venture capital, business angel and other ways of financing
10.Pitch
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2. Set up a startup in Italy
Today's table of content
1. Legislative framework: Decreto Startup, etc.
2. Labour agreements
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2. Set up a startup in Italy
Italian startups: quick recap
Past slides available on Slideshare @ubifrieda:
https://www.slideshare.net/ubifrieda/
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2. Set up a startup in Italy
Italian startups: quick recap
During last lesson we analyzed many different companies started from 1995 to 2011: most of them are “alive and kicking”, few disappeared, a couple were re-started.
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2. Set up a startup in Italy
Italian startups: quick recapWhat we learnt from those experiences:
• Time-to-market <= 2 years
• Funds availability doesn’t really make the difference
• Acquiring or be acquired could be a measure of success
• Passion and team are core values
• Never ever ignore your customers!
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2. Set up a startup in Italy
The new law
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2. Set up a startup in Italy
Decreto Crescita bis
On 4th October 2012, the Italian Government approved a Law Decree on “Further urgent measures for Italy’s economic growth”.
Section IX of the Law Decree (articles 25 to 32) provides for specific measures which are aimed at promoting the creation and development of startups.
This is the first time the Italian legislation deals with such companies.
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http://bit.ly/XAK87g
2. Set up a startup in Italy
Decreto Crescita bis
After being approved by the Italian Government, the Law Decree was signed by the President of the Republic and published in the Official Journal (Decree Law no. 179, 18th October 2012).
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http://bit.ly/XAK87g
2. Set up a startup in Italy
Start-Up Regulation
On December 13, 2012, the Law Decree no. 179 was modified by the Parliament and subsequently converted into law (the Start-Up Regulation).
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http://www.lw.com/thoughtLeadership/boosting-innovative-start-ups-italy
2. Set up a startup in Italy
Start-Up Regulation
The Start-Up Regulation provides a new set of rules promoting the creation and development of innovative startups with a view to encouraging innovation and strengthening of enterprises’ competitiveness.
It derives from the report by the task force on startups established by the Minister of Economic Development.
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2. Set up a startup in Italy
General ideaOver time, Italy has demonstrated that it is able to develop by exploiting some of its great strengths:
• clothing and fashion,
• furniture,
• automation technology and mechanics,
• food and wine industry.
It has created and developed companies that can sell their best products around the world. In many cases they have even become global leaders.
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http://www.sviluppoeconomico.gov.it/images/stories/documenti/startup_eng_rev.pdf
2. Set up a startup in Italy
Looking overseas
In the last 10 years, startups have generated 3 million jobs in the United States.
President Obama launched Startup America which "moved" the equivalent of 1 billion dollars in business services.
Why are they doing this? Because they are aware of the fact that, nowadays, 40% of the wealth in the US is produced by enterprises that did not even exist 30 years ago.
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http://www.sviluppoeconomico.gov.it/images/stories/documenti/startup_eng_rev.pdf
2. Set up a startup in Italy
What’s a startup?
An enterprise that has been established recently
Whose goal is to develop, produce and market certain goods or services
These products are the results of research, or the company uses a high rate of innovation in its activity
Startups do not pertain just to the digital world, but are established across all sectors
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http://www.sviluppoeconomico.gov.it/images/stories/documenti/startup_eng_rev.pdf
2. Set up a startup in Italy
Definition of an innovative startup
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2. Set up a startup in Italy
Innovative startups/1
It is owned directly and for at least a 51% share by individuals, also in terms of voting rights.
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http://startup.registroimprese.it/
2. Set up a startup in Italy
Innovative startups/2
It must have been established for no longer than 48 months.
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http://startup.registroimprese.it/
1. 2. Set up a startup in Italy
Innovative startups/2bis
For the startups which have not yet been running for 48 months, but which already exist, the 48-month period would start when the package is adopted.
However, startup support measures should no longer apply when a startup enters its 6th year.
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http://www.sviluppoeconomico.gov.it/images/stories/documenti/startup_eng_rev.pdf
2. Set up a startup in Italy
Innovative startups/3
It must reside or be subject to taxation in Italy.
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http://startup.registroimprese.it/
2. Set up a startup in Italy
Innovative startups/4
It has no turnover or has a turnover that does not exceed 5 million euros.
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http://startup.registroimprese.it/
2. Set up a startup in Italy
Innovative startups/5
It does not distribute profits.
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http://startup.registroimprese.it/
2. Set up a startup in Italy
Innovative startups/6
Its core business consists of innovative goods or services of high technological value.
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http://startup.registroimprese.it/
2. Set up a startup in Italy
Innovative startups/7
It shall not result from the merger, division or transfer of business from a going company.
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http://startup.registroimprese.it/
2. Set up a startup in Italy
Innovative startups/8EITHER
15% of its costs are related to R&D
OR
at least 1/3 of the team is made up of people who either hold a PhD or are PhD candidates at an Italian or foreign university or at least 2/3 of the team is made up of people holding a Master’s degree or have conducted research for at least 3 year
OR
it is the owner or the licensee of a patent or a registered software.
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http://www.mise.gov.it/images/stories/documenti/Executive-Summary-of-Italy's-new-policy-on-start-ups.pdf
2. Set up a startup in Italy
Side definition: social goals
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2. Set up a startup in Italy
Startups with a social goal
• same requirements that apply to ordinary startups
• operates in some specific domains
• its domain must have a considerable social value
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Examples of domains are social inclusion, fight to marginalization of disabled persons, environmental protection etc.
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http://bit.ly/13PFWUI
2. Set up a startup in Italy
Why social startups?
Startups with a focus on the social dimension generally tend to adopt business models that may be less attractive for investors.
Their reason of being is to answer society’s needs first and foremost, along with market ones.
Thus, they have lower returns on investments and fewer chances to develop when compared to “ordinary” startups.
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http://www.sviluppoeconomico.gov.it/images/stories/documenti/startup_eng_rev.pdf
2. Set up a startup in Italy
Social area• Welfare
• Healthcare
• Education
• Vocational training
• Protection of the environment
• Cultural heritage
• Sustainable tourism
• Undergraduate and postgraduate education
• Research
• Cultural services
• …
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http://www.sviluppoeconomico.gov.it/images/stories/documenti/startup_eng_rev.pdf
1. 2. Set up a startup in Italy!29
2. Set up a startup in Italy
Movie Reading
http://www.youtube.com/watch?v=Jbjxuyd_DSA
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1. 2. Set up a startup in Italy!31
2. Set up a startup in Italy
Benefits for innovative startups
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2. Set up a startup in Italy
Advantages/1
• No setup costs(unlike most companies, startups do not have to pay anything for their own creation and registration)
• No stamp duties and fees paid for issuing documents
• Notary public services free of charge for under 35s
• No Chamber of Commerce annual fee
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http://bit.ly/13PFWUI
2. Set up a startup in Italy
Advantages/2• Special financial instruments for debt management
• Extension by 12 months of the so-called “loss carry-forward period” (rinvio a nuovo delle perdite), to better absorb the whole initial operation running at loss
• Postponement of the recapitalization obligations to the following financial year when needed to protect the share capital
Ask your financial consultant!
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2. Set up a startup in Italy
Advantages/3
• Simplified procedure for bankruptcy
• Basically an exemption from bakruptcy procedures, innovative startups are subject only to the so-called “over-indebtedness procedure”.
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This shorten judicial liquidation, reducing consequences from a bankruptcy procedure on the entrepreneur reputation.
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http://bit.ly/13PFWUI
2. Set up a startup in Italy
Advantages/4• Startups can hire personnel through fix-time contracts (6 to
36 months).
• Contracts can be renewed more than once.
• After 36 months, the contract can be further renewed for just one more time, for no longer than 12 months, i.e. the total duration of the contract must not exceed 48 months.
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After that, the employee can keep on working for the startup exclusively with an open-ended contract.
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http://bit.ly/13PFWUI
2. Set up a startup in Italy
Advantages/5
Start-ups can remunerate their team members and the providers of external services, including lawyers and accountants, with STOCK OPTIONS and WORK FOR EQUITY respectively.
The tax system applicable to these instruments is advantageous and is tailored on the most common needs of a startup.
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http://bit.ly/13PFWUI
2. Set up a startup in Italy
Advantages/6
Tax incentives for corporate and private investments in startups for the years 2013, 2014, 2015 and 2016, both for direct investments in startups and in case of indirect investments (by the means of other companies investing predominantly in startups).
Tax concessions are greater if the investment concerns startups with a social goal or those operating in the energy sector.
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http://bit.ly/13PFWUI
2. Set up a startup in Italy
Advantages/7
Introduction of crowdfunding.
CONSOB has published a “Regulation on the raising of venture capital by innovative start-ups through on-line portals”, thanks to which Italy has become the first EU country to have introduced a structured legislation on equity-based crowdfunding.
(still underway: there’s a missing law)
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http://bit.ly/13PFWUI
2. Set up a startup in Italy
Advantages/8
Credit deriving from tax return: priority access is granted to facilitations for the employment of highly qualified personnel in innovative start-ups and certified incubators.
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http://www.mise.gov.it/images/stories/documenti/Executive-Summary-of-Italy's-new-policy-on-start-ups.pdf
2. Set up a startup in Italy
Fiscal Incentives
Fiscal incentives in 2013-2016 time frame for investors: • natural person: 19% tax credit (IRPEF), up to 25% for
innovative startups with a social goal. Max investment: 500.000 €/year. Every investment must last at least 2 years.
• company: 20% tax credit (IRES), up to 27% for innovative startups with a social goal. Max investment: 1.800.000 €/year. Every investment must last at least 2 years.
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http://www.gazzettaufficiale.it/eli/id/2014/03/20/14A02246/sg
2. Set up a startup in Italy
Advantages/8
Fast-track, simplified and free-of-charge access for startups to the Fondo Centrale di Garanzia, a Government Fund that supports access to credit through guarantees on bank loans.
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http://bit.ly/13PFWUI
2. Set up a startup in Italy
Advantages/9
More targeted and tailored support to the process of internationalisation of startups provided by the Italian Trade Promotion Agency (“ICE”). Support includes assistance in the legal, corporate and fiscal activities, real estate and credit matters.
Support measures include free-of-charge participation to international fairs and events, as well as to international activities the aim of which is to favour the matching between innovative start-ups and potential investors for the phases of early stage capital and expansion capital.
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http://bit.ly/13PFWUI
1. 2. Set up a startup in Italy
And then?
• Found a limited company
• Send notification of setting up of business
• Register at an online directory created for this purpose at the Chambers of Commerce
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2. Set up a startup in Italy
Limited companies• joint stock companies (società per azioni),
• share partnership companies (società in accomandita per azioni)
• limited liability companies (società a responsabilità limitata)
• simplified limited liability company (società a responsabilità limitata semplificata)
• limited liability companies with reduced share capital (società a responsabiltà limitata a capitale ridotto)
• cooperative companies (società cooperative)
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2. Set up a startup in Italy
Statutory minumum capital
• S.p.A. and S.a.p.A.: €120,000
• S.r.l.: €10,000.
• S.s.r.l. and S.r.l.c.r.: > €1 and < €10,000.
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2. Set up a startup in Italy
S.r.l. group
• company needs to be registered with different institutions (the tax office,the companies registry, INPS, INAIL)
• registration can be done using ComUnica online
• all this has to be done via notary public
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http://www.registroimprese.it/comunica#tab=cosa&under-tab=corsi
2. Set up a startup in Italy
S.r.l. obligations
• pay an annual tax on company books,
• issue a company valuation report,
• pay tax for lodging the minutes of a meeting every time profits are distributed;
• pay for a tax advisor;
• pay taxes on the registration of the transfer of shares from one business partner to another
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2. Set up a startup in Italy
Liquidation
• It is the process by which a company is brought to an end, and the assets and property of the company redistributed.
• Liquidation may either be compulsory or voluntary.
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http://en.wikipedia.org/wiki/Liquidation
2. Set up a startup in Italy
Reasons for liquidationA liquidation or a dissolution may occur for:
• Term elapsed
• The company has reached the business purpose or the object can't be reached
• Unable to operate
• Statutory minumum capital less than legal minimum
• Assembly resolution
• Other reasons according to the bylaws
There’s no limit to the length of a liquidation
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2. Set up a startup in Italy
Bankruptcy
It is a legal status of a company that cannot repay the debts it owes to creditors. Often bankruptcy is imposed by a court order, but can be voluntary too.
Bankruptcy can be a consequence of insolvency. All assets of the debtor are liquidated under the administration of a official receiver.
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http://it.wikipedia.org/wiki/Fallimento_(ordinamento_giuridico_italiano)
2. Set up a startup in Italy
Labour agreements
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2. Set up a startup in Italy
Fornero’s labour law
• Apprenticeship
• Co.co.pro (contract work)
• Freelance (VAT number)
• Freelance (Minimum taxpayer regime)
• Occasional work
• Fixed term agreement
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2. Set up a startup in Italy
Apprenticeship agreement
• Job & training
• age: 18-29
• Total employee cost low
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2. Set up a startup in Italy
Co.co.pro
• Define a detailed project with expected results
• No trial period
• Total employee cost about 150% net salary
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2. Set up a startup in Italy
FreelanceOften in Italy freelances are used as regular employees.
After Fornero’s law a freelance is considered fake if:
• earns <€18,000 gross
• collaboration lasts more than 8 months for at least 2 successive years
• salary > 80% of total income for at least 2 successive years
• freelance has a “fixed” desk in the company
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This does not apply to everyone subscribed to a professional register
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2. Set up a startup in Italy
Minimum taxpayer regimeIt’s a simplified VAT number regime.
• no IRAP, no IRPEF. Fixed taxation: 5% for 5 years
• no VAT at all (no compensation)
• earns <€30,000
• no employees neither collaborators
• available just for new business
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5 years limit does not apply to <30 years.
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2. Set up a startup in Italy
Occasional work
• earns <€5,000
• no more than €2,000 from each customer
• fixed taxation: 20%
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2. Set up a startup in Italy
Fixed term agreement
• Lasts <= 36 months
• Can be briefly extended (30 dd if it last <6 months, 50 dd otherwise)
• Compulsory break between two contracts (60 dd if it last <6 months, 90 dd otherwise)
• Total employee cost equal to open ended employee agreement
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2. Set up a startup in Italy
Intellectual property
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2. Set up a startup in Italy
IP
Intellectual property (IP) is a legal concept which refers to creations of the mind for which exclusive rights are recognized.
Common types of intellectual property rights include copyright, trademarks and patents.
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In italian a preferred term is "industrial property".
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http://en.wikipedia.org/wiki/Intellectual_property_law
2. Set up a startup in Italy
Next week
Ideas management
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