San Marino law (Law no. 47/2006 and subsequent amendments and integrations)
regulates companies based in the territory of the Republic. Such companies must
be established by means of a notarial public deed in one of the following forms:
a) partnerships:
• unlimited partnerships
b) companies with share capital:
• limited liability companies
• joint stock companies
For the establishment of companies with share capital the minimum capital
required by law is:
a) 25,500 Euro for limited liability companies
b) 77,000 Euro for joint stock companies
The share capital must be fully subscribed at the time of incorporation of the
company. 50% of such capital must be paid within 120 days from the registration
of the company in the register of companies, while the remaining 50% within
three years.
In case of a sole shareholder company, the whole share capital must be paid up
within 120 days of its registration in the register of companies.
To establish a company, founders shall contact a San Marino notary, who will
verify the requirements to be fulfilled by the future shareholders and will ask
them to submit the necessary self-certification to demonstrate the absence of
criminal charges. The same self-certification shall be submitted by those wishing
to hold corporate offices. The self-certification can be compiled and submitted by
both resident and non-resident individuals. Both shareholders and directors may be foreign citizens. Under the Company Law, the corporate purpose must be lawful, possible, determined.
