information on San Marino
Types of companies San Marino law governs companies that have registered offices on the territory of the Republic of San Marino and that, as such, must be constituted by means of a public notarial deed in one of the following forms: a) partnerships: - general or unlimited partnership b) public corporations: - public limited company - limited liability companies.
Authorisations and terms and conditions for establishment In order to establish a public corporation it is necessary: 1) For the corporate capital to be fully underwritten. 2) For the authorisation and other conditions requested by special laws for the establishment of companies to exist, in relation to the relevant company purpose. 3) That legal dispositions regarding contributions are complied with. 4) That none of the shareholders is an Unsuitable Subject (see box alongside).
Authorisation for establishing companies whose purpose is particular economic activities or product sectors
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Following the coming into force of the new law for San Marino-based companies and to clarify the same, it was necessary to issue a delegated decree to specify the list of economic activities and product sectors for which preventive authorisation by the State Congress is requested. Chiefly these are: 1. Economic activities that fall under the field of application of the agreement between the Republic of San Marino and the Italian Republic on the Mutual Regulation of International Road Haulage, signed in San Marino on 7th May 1997 and ratified by decree no. 73 dated 21st July 1997 and subsequent modifications. 2. Economic activities in the printing and production of stamps and numismatic and philatelic products sector. 3. Economic construction activities in the construction products sector. 4. Economic activities in the sector of installing and realizing products for pavements, panelling, plasterboard walls, fixtures and fittings. 5. Economic activities in the installation and repair of heating, air-conditioning, water-sanitary ware, water and gas distribution and electrical energy appliances sector. 6. Economic construction activities in the road products sector, including the formation of underground networks for primary urbanization work. 7. All economic activities in the energy products sector. 8. All economic activities in the telecommunication, telephone traffic, telephone cards and telephone appliances sector. 9. All economic activities relating to the disposal and treatment of refuse. 10. All economic activities relating to the purchase, management and sale of real estate. 11. All economic activities relating to hire with or without driver and sale of vehicles, boats and planes. 12. All economic activities in the commissioning agent or broker sector. 13. All economic activities relating to personal hygiene and beauty services. 14. All economic activities in the arms, explosive products and gunpowder sector. 15. All ecomonic activities in the private security, execised with the technologies and private investigation. 16. All ecomonic activities of service, non financial, for the recovery of loans. 17. All ecomonic activities in the ferrous scrap. The decree specifies that “For all activities and sectors mentioned in numbers 3, 4, 5, 6, 10 and 13 [...] authorisation is not necessary when: a) the company is established in the form of a public limited company or a limited liability company and b) all company shares are owned by natural persons resident in the Republic of San Marino and c) the majority of the members of the Board of Directors or the Sole Director are resident in the Republic of San Marino. Preventive authorisation of the State Congress is necessary for the transfer of shares that should determine lapsing of the requisite mentioned in letter b) of the first paragraph and for the appointment of an administrative organ that does not have the requisites mentioned in letter c) of the first paragraph. Having received the authorisation referred to in the second paragraph, subsequent transfers of company shares and the appointment of members of the administrative organ are not subject to further authorisation by the State Congress”.
Trust company shareholdings Trust companies can also take part in the establishment of a company for third parties, but with some precautions. In fact, the law states that “upon accepting the trust mandate, trust companies that on the basis of the trust mandate establish, acquire or hold shareholdings in companies must obligatorily and preventively obtain certification regarding the trusters and also declare, respectively in the Memorandum of Association of the company or upon acquisition of shareholdings, the trust nature of their intervention, referring to the details of the authorisation to exercise this confidential activity”. In fact, trust companies cannot establish, acquire or hold shareholdings in companies on the basis of a trust mandate if certification (see box above) shows that the truster is an Unsuitable Subject. Given that the activity in question is an activity reserved for finance companies, it is subject to the regulatory and supervisory powers of the Central Bank of the Republic of San Marino.
Corporate capital, contributions and payments The amount of corporate capital cannot be less than: 1) € 25,500.00 (twenty-five thousand five hundred euro) for limited liability companies. 2) € 77,000.00 (seventy-seven thousand euro) for public limited companies. In public corporations, the overall value of contributions cannot be less than the corporate capital. Generally, unless the Articles of Association indicate otherwise, contributions must be made in cash. The laws of San Marino state that at least half the contributions of the initial corporate capital of the company must be made within sixty free days following the date of registration and if in cash, paid to a San Marino-based institute of credit. In the event of the establishment of a company with a unilateral deed, all contributions must be made in cash and paid within sixty free days following the date of registration. The payment of contributions must be confirmed by a declaration issued by the legal representative, even by means of selfcertification (following the methods and time limits provided for by Article 3 of Law no. 105 dated 21st October 1988), to be lodged within thirty days of payment of the same at the Clerk of Courts Office by the directors. In any case, payment of all contributions must be requested by the directors and made within three years following registration of the company on the Register. The legal aspect of contributions is of fundamental importance as the law expressly establishes that “failure to make payment of the contributions within the terms [...] provided for is cause for winding-up the company and steps must be taken to liquidate it [...]”, subject to, if necessary, bringing an action against the defaulting shareholder by the directors. In the event of inaction of the directors, liquidation can be arranged by the courts. For this reason, the Legal Commissioner preventively assigns the directors a period of not more than sixty days within which to register documentation confirming payment of contributions or proceeds to convene a special Shareholders’Meeting in order to adopt the necessary deliberations. To set up a company, the services of a San Marino Notary Public are required, who must first of all proceed to make sure all the future shareholders are eligible by means of the presentation of the required certifications. In case of corporate bodies, these must present: - a certificate of Good Standing, - a certificate of compulsory or official liquidation - a licence-revocation certificate (see art. 3 of law decree no. 179 dated 5 November 2010). Private individuals on the other hand must present - General Penal Certificate - Criminal Status Certificate - Certificate of compulsory or official liquidation and licence-revocation certificate. Such documentation will be checked by the Notary Public at the time of company incorporation, as well as by the Clerk of the Court once the deed of incorporation and the articles of association have been received. The Certificates of parties not resident or without offices in the Republic of San Marino must be equivalent (in this regard see par. 2 of art. 1 of law no. 47/2006) to that indicated above for resident parties. The law also specifically indicates the cases in which an individual or corporate body cannot hold company shares; Unsuitable Parties fall within this category (see art. 1 letter 9 of the above law). Together with the verification of the requisites of promoting parties, special focus is also placed on the examination of the corporate purpose. The law on companies does not lay down any particular restraints as regards the identification of the corporate purpose indicated for the business activity, but does state that “the corporate purpose must be lawful, possible, determined and must consist of business activities