Do SRLs have the obligation to authenticate the corporate books?

Given that for SRLs there is no obligation to authenticate the corporate booksAt that time non and not even the government license fee is due expiring on March 16… ?
Let’s see the connection between the Civil Code and Government Concessions.

The annual fee due for the endorsement of corporate books is equal to 309,87 euroif he share capital or endowment fund (verified on 1 January 2023) is less than or equal to 516,456.90 euros, or at 516.46 eurosif the share capital or endowment fund exceeds 516,456.90 euros.

The aforementioned deadline does not applyinstead, the individual entrepreneursthe company of peoplethe cooperative companiesthe mutual insurance companyand etc., for which the government concession feeif due in relation to the mandatory or voluntary endorsement of books and registers, is paid based on the number of pages67 euros for every 500 pages or fraction thereof.

Incidentally, in our opinion, the same deadline does not apply to limited liability companies either. Let’s see together why.

Why don’t SRLs have the obligation to authenticate the corporate books?

L’article 2421 of the Civil Codeconcerning joint-stock companies, expressly provides for thestamping obligationby providing that the corporate books, before being put into use, must be progressively numbered on each page and stamped on each sheet pursuant to article 2215 of the civil code.

L’article 2215 provides that:

Accounting books, before being put into use, must be numbered progressively on each page and, if there is an obligation to stamp or authenticate, they must be stamped on each sheet by the company register office or by a notary according to the provisions of special laws“.

Therefore, there is no doubt that the specific regulatory provision has been placed for endorsement in spas.

As regards the srlit is necessary to refer to the articles 2462-2483 of the Civil Code.

We remind you that as a result of Legislative Decree no. 6/2003, the discipline of these was revisited with the aim of introducing an autonomous and distinct regulation with respect to that of spas, much closer to that of partnerships.

Previously, in fact, until 12/31/2003, the srl had a discipline whose articles often referred to the provisions of the spa.

Today article 2478 “Mandatory corporate books contained in Section III – “Of the administration of the company and of the controls”, nothing provides regarding the obligation to authenticate the corporate books for the limited liability companies.

And if the books are not endorsed, the government concession fee is to be considered not due…

Therefore, it is to be concluded that le srl have no obligation to certify econsequentially, not even the Government Concession tax is due in speech, provided that the administrators of the srl, for possible opportunities of a civil and therefore not fiscal nature, decide to have the company books equally authenticated; in this case the fee is due.

The analysis of the Tariff attached to Presidential Decree 641/72 on government concessions also leads us to the same conclusion.

In fact, its article 23 provides for the stamping and numbering of books and registers of books and registers, expressly referring to art. 2215 of the civil code, which applies to joint-stock companies but not to limited liability companies.

For the above, therefore, the indication given by is to be considered incorrect Revenue Agency In the own sitewhere it considers taxpayers of the endorsement fee also limited liability companies, regardless of whether or not they have decided to endorse their books.

Editor’s note: see the guide to the payment of the Government Concession Tax on corporate Books

Edited by Danilo Sciuto and Salvatore Cuomo

Wednesday 8 March 2023

Copyright © 2023 – Reproduction reserved Telematic Accountant srl

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