Translate articles of association into Italian

Mapping your company law onto Italian terms

Articles translated into Italian remain articles governed by their original law. The translation should convey the concepts without making the company look Italian. Company type is the first trap.

• Private limited company (UK Ltd, French SARL, German GmbH): closest to the società a responsabilità limitata (S.r.l.); shares in it are quote and a member is a socio.
• Public limited company (plc, SA, AG): closest to the società per azioni (S.p.A.); shares are azioni, a shareholder an azionista.
• Forms with no Italian counterpart, such as the French SAS or a company limited by guarantee: keep the original name and add a description, rather than forcing an S.p.A. or S.r.l. label.

Officers and bodies need the same care. A director is usually an amministratore (amministratore unico if sole), the board a consiglio di amministrazione, the general meeting the assemblea dei soci. Pre-emption rights become diritto di prelazione, the registered office sede legale, the objects oggetto sociale. A company secretary has no standard Italian counterpart, and registers such as Companies House are best kept in the original, compared where useful with the Registro delle imprese.

What Italian requires of a constitutional document

• Amounts: full stop for thousands, comma for decimals. "Share capital of EUR 10,000.00" becomes capitale sociale di euro 10.000,00.
• Dates: lower-case months and an ordinal mark for the first day. "From 1 January to 31 December" becomes dal 1° gennaio al 31 dicembre.
• Accents: the capital accented È is written as such ("È vietata la cessione delle quote…"), never "E'". Check the font in your document renders it.
• Plurals: Italian treats large round numbers as a separate category. "One million shares" is un milione di azioni, with di, whereas 1.000 azioni takes none.
• Register: impersonal, with the present tense carrying obligation. "Resolutions shall be passed by a majority" becomes Le deliberazioni sono adottate a maggioranza; English "shall" is not rendered word for word.
• Capitals: Italian uses fewer than English, so "the Directors" becomes gli amministratori, while la Società keeps its capital.
• Length: Italian runs somewhat longer than English, so check tight tables of shareholdings after translation.

What Manuce delivers, and what it does not

Your articles go to Thémis, Manuce's legal specialist engine. Typical articles of around 4,500 words (about twelve pages) are delivered within minutes, in the format you uploaded: Word, PDF, RTF, plain text, HTML or Markdown among others. Article headings, numbering, capital tables and layout stay in place, and the file remains in your client area.

Before you pay, one paragraph of your document is translated at the level you chose, so you can see how the company type, officers and clauses come out. For a document going to an Italian partner, bank or adviser, the Professional or Premium level is the sensible choice.

What Manuce does not do:

• it does not produce sworn or certified translations, nor an Italian traduzione asseverata;
• it cannot read scanned PDFs, the image-only files you get when scanning signed articles;
• it does not replace legal advice on how your clauses operate under Italian law.

Plain translation or traduzione asseverata

The right route depends on who will read the document. To brief an Italian partner, support due diligence or answer a bank or supplier asking for your articles, a careful legal translation is usually enough.

For formal steps in Italy, such as setting up a subsidiary or branch before a notary, a filing with the Registro delle imprese or court proceedings, a certified translation is often requested. In Italy this is a traduzione asseverata (also called giurata), whose accuracy the translator swears to. Ask the notary or authority which form they require, and which version of the articles they expect, before ordering anything.

Preparing the file and checking the Italian

1. Upload the current version, including the latest special resolutions. A Word file or a PDF exported from a word processor works best; a scan must be converted to text first.
2. Check the free sample: company type kept, quote or azioni consistent with your form of company.
3. Check what must not change: the registered company name ("Harbour Ventures Ltd" stays as it is), registration number, office address and members' names.
4. Check the figures: capital, number and nominal value of shares, majorities (due terzi for two thirds), now in Italian format.
5. Have an Italian-speaking lawyer review it if the document is to have legal effect in Italy.

In practice

1. Upload your current articles as Word or a text-based PDF.
2. Choose a level: the quote appears at once, based on the exact word count.
3. Check the free translated paragraph for company type, officers and clauses.
4. Pay and download your Italian articles within minutes, in the same format.
5. Check names, figures and numbers, then arrange a traduzione asseverata if an Italian authority requires it.