San Marino company formation

Investing in San Marino

its strategic position in the heart of Italy allows it to be easily reached from the major European capitals;

those who intend to invest can benefit from a streamlined tax system, incentives for technological innovation projects and eco-friendly, safe investments and direct connection with the institutions;

The high quality of healthcare and school system combined with the typical Italian lifestyle  make San Marino the ideal place to transfer your business and your family
HIGH-TECH ENTERPRISES DD 101/2019
To obtain the status of a “high-tech enterprise,” the following requirements must be met:
  1. Certification must be obtained from San Marino Innovation S.p.A. (issued following an application submitted by the founding members or the legal representative for already established companies, demonstrating an innovative idea for a product, service, process, organization, or business model);
  2. The enterprise must be a corporation, either newly established or less than 12 months old;
  3. The enterprise must hold an industrial or service license (as the primary activity);
  4. Shares must not be held through fiduciary companies.
San Marino Innovation S.p.A. is responsible for verifying compliance with these requirements. Failure to comply results in the loss of high-tech enterprise status and subsequent liquidation unless the obligations to transition to the general corporate regime are fulfilled.
High-tech enterprises must register in a dedicated Registry within 90 days of receiving the certification mentioned in point (a) above to access related benefits.
High-tech enterprises are classified as follows, with the described benefits and access to a simplified corporate regime:
1. First-Level Technology Start-Up (SUT I)
Must be a newly established company (no more than 12 months old) and meet the requirements of points (a), (b), (c), and (d).
SUT I status lasts three years from registration.
Capital Requirements:
For S.r.l.: Minimum share capital of €1 per share, deposited with a San Marino bank (half within 60 days of obtaining SUT I status and the remaining within three years).
For S.p.A.: Minimum share capital as per the Companies Act.
Shareholding Flexibility:
Shares may differ by category (with equal rights).
The company may hold up to 30% of its shares for allocation to third parties, administrators, employees, contractors, or consultants in exchange for services, under a specific contract (the value of services does not contribute to taxable income).
Benefits for SUT I Companies:
  • Exempt from license fees.
  • Pay a fixed registration tax of €70 on all corporate acts.
  • Exempt from general income tax.
2. Second-Level Technology Start-Up (SUT II)
Eligible enterprises:
- SUT I companies after their three-year term; 
or
- Companies meeting points (a), (b), (c), and (d), with at least 50% of the capital held by a company (foreign or San Marino-based) with 25–49 employees and annual revenues exceeding €5 million but below €10 million.
SUT II status lasts four years.
Capital Requirements:
For S.r.l.: Minimum share capital of €10,000.
For S.p.A.: Minimum capital as per the Companies Act.
Deposits follow the same timeline as SUT I.
Shareholding Flexibility and Tax Benefits:
Similar shareholding flexibility as SUT I.
Tax advantages include: 
  • Exemption from license fees.
  • Fixed registration tax (€70).
  • General income tax at 4%.
3. High-Tech Enterprise (SAT)
Eligible enterprises:
-  SUT II companies after their four-year term; 
or
- Companies meeting points (a), (b), (c), and (d), with at least 50% of the capital held by a company (foreign or San Marino-based) with at least 50 employees and annual revenues exceeding €10 million.
SAT status lasts five years.
Capital Requirements:
For S.r.l.: Minimum share capital of €20,000.
Deposit timelines are the same as for SUT II.
Shareholding Flexibility and Tax Benefits:
  • Similar shareholding flexibility as SUT I and SUT II.
  • General income tax at 8%.
After a total of 12 years (3 + 4 + 5), standard state laws apply.
RESIDENCY PERMITS FOR EMPLOYEES
Foreign employees hired by SUT I or SUT II companies as described above may apply for a one-year renewable special residency permit. Required documents include:
  • Copy of ID;
  • Four passport photos;
  • Employment contract;
  • Proof of residence;
  • Family status certificate;
  • Criminal record certificates from San Marino and home country;
  • Proof of adequate accommodation and sufficient financial means for self-sustenance.
Family reunification is possible within 12 months of immigration, requiring proof of sufficient income (€18,000 for the permit holder + €6,000 per dependent). Health insurance (minimum €30,000) is also mandatory.
RESIDENCY FOR ADMINISTRATORS AND SHAREHOLDERS
Administrators and shareholders who are also employees may request residency for themselves and their families under Law 118/2010 via the Permanent Foreign Affairs Commission.
INCENTIVES FOR LEGAL ENTITIES INVESTING IN HIGH-TECH ENTERPRISES
San Marino legal entities making monetary or in-kind contributions as capital or premium reserve in high-tech enterprises are entitled to income tax deductions as follows:
  • 60% of contributions to SUT I (up to €2 million);
  • 30% of contributions to SUT II (up to €2 million);
  • 15% of contributions to SAT (up to €2 million).
These benefits are forfeited if shares are sold within two years. Additionally, companies can deduct 20% of equity increases (net of profits) from taxable income.
TAX DEDUCTIONS FOR PRIVATE INVESTORS
Resident individuals making monetary or in-kind contributions as capital or premium reserve in high-tech enterprises are entitled to general income tax deductions as follows:
  • 80% of contributions to SUT I (up to €1 million);
  • 60% of contributions to SUT II (up to €1 million);
  • 20% of contributions to SAT (up to €1 million).
Excess deductions can be carried forward for up to three years.
CAPITAL GAINS EXEMPTIONS
Capital gains from the sale of shares in high-tech enterprises are excluded from taxable income as follows:
  • 100% if reinvested within two years in companies with similar activities;
  • 50% in other cases.
This exemption cannot exceed five times the costs incurred by the company for acquiring tangible or intangible assets or research and development expenses in the five years preceding the sale.
RESEARCH AND DEVELOPMENT CONSORTIUM
Two or more enterprises may establish a consortium for research and development projects related to products, services, processes, or technologies. The contract must meet legal requirements and be registered (fixed fee: €70). Contributions are pooled into a fund exclusively for the consortium’s purpose, and 20% of these contributions (up to €50,000 annually) is deductible from general income tax.
CERTIFIED INCUBATORS, ACCELERATORS, AND SCIENCE PARKS
Companies offering co-working spaces and services to high-tech enterprises, upon obtaining certification from San Marino Innovation S.p.A. and registration, must meet the following criteria:
  • Be a San Marino legal entity;
  • Hold an industrial or service license;
  • Have appropriate facilities, staff, and equipment and demonstrate relevant experience.
High-tech enterprises may establish their headquarters in such entities, which can also host economic operators providing collateral and ancillary services, up to 50% of the hosted high-tech enterprises.