Il Nuovo Diritto delle SocietàISSN 2039-6880
G. Giappichelli Editore

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The financing to new companies (di Alessandro Lamberti)


This article aims at giving a brief overview of Italian innovative start-up companies and of the different financing methods with a particular focus on the equity-based crowdfunding. In addition I will try to shed light on the main differences between the Italian and US crowdfunding system also to understand where we are (as Italy) in the development process for growth of innovative start-up companies using the equitybased crowdfunding instrument.

1. Peculiarities and legal framework of innovative start-up companies   This article aims at giving a brief overview of Italian innovative start-up companies and of the different financing methods with a particular focus on the equity-based crowdfunding. In addition I will try to shed light on the main differences between the Italian and US crowdfunding system also to understand where we are (as Italy)  in the development process for growth of innovative start-up companies using the equity-based crowdfunding instrument. The Italian Law Decree no. 179 converted into law no. 221/2012 on “Further urgent measures for Italy’s economic growth”, commonly known as Decreto Crescita bis (as amended by the Law Decree no. 76/2013 converted into law no. 99/2013), introduced a comprehensive new framework regulating innovative start-up companies (the “Innovative Start-Ups Framework)”. The Italian Economic Development Minister of established a task force on start-up companies which produced a very complete and extensive report on this topic including some proposals to improve the positive impact of the Innovative Start-Ups Framework. The above mentioned regulation provides a new set of rules promoting the creation and development of innovative start-up companies with a view to encouraging innovation and competitiveness. Innovative enterprises are therefore viewed as a crucial device to promote sustainable growth technological development, and employment. The purpose of these new ventures is to help broadening the business culture in Italy and to create an environment more open to innovation and therefore able to attract both investment and talented individuals to Italy. Innovative start-up companies can be defined as a special model accessible from the corporation (Italian S.p.A., Italian S.r.l. etc) also single member company, cooperative companies, as well as transnational companies (Societas Europea) provided that their registered office is in Italy. The Innovative Start-Ups Framework only relates to innovative enterprises and not to all new enterprises: therefore it is crucial to define the concept of innovation. Those companies after meeting all the following requirements in order to be defined as “innovative start-up companies”:   ·         the exclusive or prevalent business scope of the company is the development and commercialization of innovative products or services with high technologic value; ·         the company shall not distribute profits; ·         the company shall not originate from a merger, demerger, resolution and transfer of going concern; ·         the shares/quotas holders must be individuals (also foreign individuals) and hold  the majority of the quotas/shares for at least 48 [continua..]

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