The Independent company satisfaction manual: procedures, suggestions, and guidance for fostering Your business
The Business Register functions as a useful archive for processing economic and entrepreneurial development indicators of the various areas, but not only that, it also allows you to conserve and request documents and deeds such as ordinary or historical surveys and accounting documents of the registered companies .
You can consult the online Company Registry portal to obtain information, documents and certificates.
Summary
1. What is the Business Register
2. What is the Business Register for?
3. Business Register: the bodies
4. The sections of the register
5. How to register in the Business Register
6. How to consult the register of companies
7. The services offered by the company register
1. What is the Business Register
The business register is, as the name suggests, a register in which Italian companies must register.
Concretely, this is an IT register that has been in operation since 1996 and contains data relating to all companies present in Italy and other entities required by law.
It has unified the company register (previously kept by the commercial chancelleries of the courts) with the company register (previously kept by the chamber of commerce bodies) and constitutes the primary source of certification of the constituent data of the Italian companies that are required to register. It also serves to ensure the completeness and coherence of legal advertising for all subjects required to register, making legal-economic information timely as far as possible throughout the entire territory of our country.
It is managed by the Chambers of Commerce through the IT and telematic network of Infocamere, and the evolution of the information system of the chamber system has naturally led to the path of dematerialisation, simplification and connection, to facilitate the various processes.
In detail, a registrar is responsible for the keeping, conservation and management of the business register, who is responsible not only for certification but also for checking the legal conditions for the registration of deeds.
The register is supervised by a judge delegated by the president of the court, who, where appropriate, if the conditions set out in art. 2190 - 2191 of the civil code, adopts the registration and cancellation measures automatically if necessary.
In summary, in the ordinary section all subjects required to do so pursuant to the Civil Code are registered (partnerships and capital companies, (snc, sas, srl, spa, sapa, cooperatives, consortia with external activity and consortium companies), European groups of economic interest, public bodies whose exclusive or main object is an economic activity, individual commercial entrepreneurs (not small entrepreneurs, companies incorporated abroad with administrative or secondary headquarters on Italian territory ).
The effect of registration in the ordinary section is that of declarative or constitutive publicity, as provided for by the Civil Code and allows what is registered to be enforceable against third parties (presumption of knowledge).
The special section is reserved for the registration of agricultural businesses, small entrepreneurs, direct farmers, simple companies, artisan businesses, professional companies, innovative start-ups, certified incubators, innovative SMEs, school-work alternation, social enterprises.
The effects of registration in the special section are instead those of registry certification and publicity of factual news. In fact, the sole purpose is to make the facts and declarations made to the register known, with the exception of an exception relating to the registration in the special section of agricultural entrepreneurs (individuals and simple companies) and direct farmers, for which art. . 2 of Legislative Decree 228/2001 instead provides for the effectiveness of legal advertising with a declarative nature.
2. What is the business register for?
It is used to collect data and documents of the subjects required to register in the register itself, as well as issuing certificates and documents on the subjects who are required to register in this register in order to know their data, such as for example the company name and registered office.
Within this register, in practice one can find a "snapshot" of the legal situation of each company. Among the various data available, you can read the data of the companies relating to the Constitution, the Name, the Statute, the Directors, the headquarters (legal and operational), the modifications (for example of the statute, the headquarters, the corporate offices, etc.) , the existence of insolvency proceedings, liquidation, termination.
Furthermore, it also functions as an archive, useful for processing economic and entrepreneurial development indicators of the various areas, but not only that, it also allows you to conserve and request documents and documents such as chamber of commerce records and accounting documents of registered companies.
Individuals can consult the online Company Registry portal to obtain information, documents and certificates.
It is important to point out that the business register is integrated by the REA (Administrative Economic Register), which contains economic, statistical and administrative data on businesses.
3. Business register: the bodies
The keeping, conservation and management of the business register is carried out by a person called "Conservator", and in practice, usually, these functions are covered by the General Secretary of the Chamber of Commerce or by a chamber manager who has the power to refuse requests for non-compliant registration and to prohibit the activities of companies that do not meet the legal requirements.
In fact, when requesting a registration, the Registry Office must first verify the authenticity of the signature of the deed itself and its formal regularity, so that everything complies with the conditions required by law.
Furthermore, among the various checks that the company register must carry out for this purpose, we recall that of conformity of the financial statements with the XBRL processable format since if it were not compliant in accordance with the provisions of the art. 7 c.2 Prime Ministerial Decree 10.12.2008 , the Company Registry must necessarily request the interested party to regularize the filing procedure within a deadline, after which, without the interested party having done so as requested, the submission request is rejected as provided for by art. 11, paragraph 11, of Presidential Decree no. 581/1995.
4. The sections of the register
The Company Register is divided into two sections: ordinary and special
In the ordinary section, they must register:
Partnerships (snc, sas) and capital companies (spa, sapa, srl)
Cooperative societies
Consortia with external activity and consortium companies
European economic interest groups
Individual commercial entrepreneurs (not small ones)
Public bodies whose main or exclusive purpose is a commercial activity
Companies incorporated abroad that have their administrative or secondary headquarters in Italy.
Instead, they must register in the special section:
Agricultural businesses (natural persons and legal entities)
Small entrepreneurs and/or direct farmers
Simple societies
Artisan businesses (in this case they are noted in the RI)
It is important to point out that the special section is divided into subsections for particular types of businesses, including:
Innovative startups
Innovative SMEs
Certified incubators
Social enterprises
Subjects who exercise management and coordination activities and those who are subject to them (group ties).
Professional partnerships (e.g. law firms).
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5. How to register in the Company Register
The procedure is divided into various phases:
Submission of the application
The registry office preliminarily checks the data, forms and documentation provided
Registration and assignment of the registration number in the Company Register.
To register a new company in the Business Register, it is necessary to present the Single Business Communication to the Chamber of Commerce competent for the province in which the company has its headquarters.
The Single Communication must be sent to the Business Registry only electronically via certified e-mail and is an IT procedure made up of several files to be filled in, thus allowing new businesses to use a single procedure to fulfill the obligations both in relation to of the Revenue Agency and the Chambers of Commerce both towards INPS and INAIL.
Therefore, through Single Communication it is possible:
1. Request registration in the Business Register (and possibly in the Register of Artisan Businesses)
2.Ask for the attribution of the tax code and VAT number
3.Ask employees or self-employed workers to register with INPS
4. Open the insurance position at INAIL
5.Communicate any SCIA (Certified Report of Start of Activity) for the One Stop Shop for Productive Activities.
This is because, at least in general terms, registrations in the Company Register take place upon request of the interested party but, in the case of compulsory registration, if the office finds that registration has not been requested pursuant to art. 2190 cc will invite the interested party to do so within a reasonable period, after which it may be ordered by decree.
Furthermore, the art. 2191 c.c. provides that if a registration occurs without the conditions required by law being met, after hearing the interested party, a cancellation decree will be issued.
Without prejudice to the provisions of art. 2189 of the Civil Code . to protect the applicant for registration, according to which, if the Registrar of Companies rejects an application for registration, the law provides that the applicant can appeal to the Judge of the Register of Companies within eight days from receipt of the rejection communication. Companies and, subsequently, the Judge of the Company Registry will issue the decision with a decree.
This decree pursuant to and for the purposes of art. 2192 cc can be challenged within fifteen days of communication, by appealing before the Court on which the Company Registry Office depends and the decision will take place with the issuance of a decree which, office, must be registered in the Register.
Lastly, in the event of corporate disputes it is also possible to contact the TAR for administrative appeals.
6. How to consult the business register
The archive of the Chambers of Commerce is accessible directly online, and you can obtain:
information free of charge and without registration or find more in-depth information (inspections, balance sheets, deeds, protests), but in this case it is necessary to register and pay a secretarial fee;
request certificates from the Business Registry, but in this case you must make a signed request in paper format. It is necessary to specify that the certificates obtained electronically are valid only if they are printed on sheets of non-photocopiable paper and each of them has a specific mark differentiated by type of certificate. The paper and stamps are issued free of charge at the Companies Registry Office;
know the companies recently registered in a province, or select the companies that carry out a certain activity by turnover class or number of employees, through the online list release service;
check a company to find out when the updated balance sheet will be available or be notified as soon as a document relating to an insolvency procedure is filed, thanks to a company changes monitoring service;
consult the information in the archive on the percentages of participation of members and the positions held by people with the company register consultation service through a visual graphic representation.
There are also free consultations for companies as the owner of the company or the legal representative of the company equipped with a CNS or Spid can access their data completely free of charge with the so-called. “entrepreneur's digital drawer”.
Even the holder of the National Service Card (CNS) can extract free of charge electronically documents, substitute declaration forms, copies of financial statements and deeds relating to the company of which he is the legal representative. He can also access free of charge electronically the situation of the payment of the annual fee, the import / export form - in the case of operators working abroad - and the status of the business register practices relating to the company for which he is a lawyer. representative.
It should be noted that the Chamber of Commerce databases can also be consulted through the so-called. “Distributors” who are professional operators in the economic and commercial information market who have signed a contract with Infocamere.
7. The services offered by the business register
By querying the Registers of the Chambers of Commerce it is possible to obtain surveys, deeds, balance sheets, Chamber of Commerce certificates, information on registered businesses and people, protests, trademarks and patents.
There are also monitoring services for companies of interest (ri.build) and a company list request service (called ri.map), in particular:
the ri.build service (which is the monitoring of companies of interest)
allows you to periodically and automatically check whether changes have been presented or registered in the Business Register for a group of companies of interest and sends the official document via email with the updated information.
In detail, for each company it will be possible to choose which event or group of events to monitor (for example, it is possible to monitor whether the directors have changed, or whether the company shares have changed or whether the financial statements have been filed).
ri.map (company list request)
the Business Lists service allows you to request lists of companies belonging to certain market segments, combining different selection parameters (territory, legal nature, turnover classes, capital and employees, etc.)
In this case the list is provided and the possibility of viewing the companies within a map is given.
Furthermore, it is possible to access the European Business Register ( EBR) network which allows you to consult online the data of companies belonging to the states belonging to the EBR network (obviously in compliance with the regulations in force in each state).