Innovative startup: definition, requirements, advantages and examples

As you know, when we talk about an innovative startup we need to think of a high-value technology company with a business model that can grow rapidly and generate value and progress for the entire ecosystem.

On Oct. 18, 2012, the Italian government introduced through Decree Law 179/2012 the “Italian Startup Act“, a comprehensive framework aimed at fostering the birth and growth in size of new innovative high-tech companies.

Article 25 of that decree defined innovative start-ups as corporations, which may also be formed as cooperatives, that have as their exclusive or predominant corporate purpose the development, production and commercialization of innovative products or services with high technological value.

Law No. 193/2024, effective Dec. 18, 2024, renews the rules for innovative startups and SMEs.

The changes, in addition to what is already provided for startups by Law No. 162 of 2024, are aimed at facilitating access to financing, and, in particular, at benefiting from additional tax incentives alongside those already in place.

Article 28 of the Competition Law, “Changes to the Definition of Innovative Startup,” intervenes in the regulation of innovative startups. Specifically:

1. introduces additional qualifying requirements for the concept of innovative startup: it must be a micro, small or medium-sized enterprise (MPMI), as defined by Recommendation 2003/361/EC;
2. within the requirement that the innovative startup must have as its exclusive or predominant corporate purpose the development of innovative products or services with high technological value, it must not carry out predominant agency and consulting activities;

Thus, when we talk about “startup meaning” we must immediately think of the three characteristics that distinguish them from any traditional company:

1. innovation: the startup brings a new, or significantly improved, product/service into the market that is capable of meeting a need or having a positive impact and being recognized as an advancement. Innovation may also involve the introduction of new processes, techniques, work organization, which lower production costs or open new markets;
2. high technological value: the startup proposes a product/service with a strong technological matrix and capable of having a positive change impact in the sector in which it operates or intends to operate;
3. scalability: the startup grows at exponential rates compared to traditional companies without having to disrupt its cost structure.

But being an innovative startup is not just that; in fact, it becomes a real status, granted to those companies that meet certain objective and subjective requirements, to benefit from advantages and facilities that help their birth, growth and, above all, access to capital.

Let us now look at the requirements.

Innovative startup: requirements

As we will analyze below, in order for an innovative startup to be recognized as such and to be registered in the appropriate section of the Business Registry, it must meet two classes of requirements, objective requirements (mandatory and necessary) and subjective requirements (one out of three will suffice).

Innovative start-ups objective requirements

According to the normative dictate, as amended by Law 193/2024, the facilitation measures can be accessed by corporations that meet 9 objective requirements.

Let’s look at the start-up requirements together:

1. are micro-enterprises or small or medium-sized enterprises, as defined by Commission Recommendation 2003/361/EC of May 6, 2003 (Paragraph 2(a-bis);
2. are newly established or otherwise have been established for less than 5 years (subsection 2(b));
3. have their head office in Italy, or in another member country of the European Union, or in states party to the Agreement on the European Economic Area, provided that they have a production site or branch in Italy (lett. c);
4. starting from the second year of operation, the total value of annual production, as shown in the latest budget approved within six months after the end of the fiscal year, does not exceed 5 million euros (sub-paragraph d);
5. do not distribute and have not distributed profits (lett. e);
6. have as their exclusive or predominant corporate purpose the development, production and marketing of innovative products or services with high technological value and do not engage in predominant agency and consulting activities (letter f);
7. are not formed by merger, corporate demerger, or as a result of the sale of a business or business unit (subsection (g));
8. are not listed on a regulated market or multilateral trading platform;
9. are established in the legal form of joint stock companies (including in the form of cooperatives).

Innovative start up subjective requirements

The innovative content of the enterprise is identified with the possession of at least one of three subjective requirements (letter h).

Let’s look at the innovative start-up requirements together:

1. Expenditures on research and development are equal to or greater than 15 percent of the greater of cost and total value of production of the innovative startup. Expenditures on the purchase and lease of real estate are excluded from the calculation for research and development expenses. Also to be counted as expenses in research and development are: expenses related to pre-competitive and competitive development, such as experimentation, prototyping, and business plan development; expenses related to incubation services provided by certified incubators; gross costs of internal staff and external consultants employed in research and development activities, including partners and directors; and legal expenses for registration and protection of intellectual property, terms, and user licenses. Expenses result from the latest approved financial statements and are described in the notes to the financial statements. In the absence of a budget in the first year of its existence, their implementation is assumed through a declaration signed by the legal representative of the innovative start-up;
2. Employment as employees or collaborators in any capacity, in a percentage equal to or greater than one-third of the total workforce, of personnel who hold a doctoral degree or who are pursuing a doctoral degree at an Italian or foreign university, or who hold a bachelor’s degree and who have been engaged, for at least three years certified research activities at public or private research institutions, in Italy or abroad, or, in a percentage equal to or greater than two-thirds of the total workforce, personnel holding a master’s degree in accordance with Article 3 of the regulations set forth in the Decree of the Minister of Education, Universities and Research of October 22, 2004, no. 270;
3. is the owner or depositary or licensee of at least one industrial property right relating to an industrial invention, biotechnological invention, semiconductor product topography or new plant variety, or is the owner of the rights to an original computer program registered with the Special Public Register for Computer Programs, provided that such property rights are directly related to the corporate purpose and business activity.

Difference between startups and innovative SMEs

Before delving into the differences between innovative startups and innovative SMEs, it is important to understand what is meant by innovative SMEs. The latter, like startups, are not bound to specific sectors as long as they have an innovative component. Unlike startups, which do not have to have been established for more than five years, innovative SMEs do not have any age limitations.

To be classified as an innovative SME, a company must first fall within the definition of a small or medium-sized enterprise, i.e., have fewer than 250 employees and an annual turnover of no more than 50 million euros. In addition, it must meet specific requirements regarding the type of incorporation, head office, certification of financial statements, non-listing on the stock exchange, and registration in a section of the Companies Register other than that dedicated to innovative startups.

An innovative SME is distinguished by possessing at least two of the following requirements: expenditures on research and development greater than or equal to 3 percent of the greater value between cost and total value of production; at least 1/3 of employees or collaborators with master’s degrees or 1/5 of doctoral, doctoral or graduate students with at least three years of certified research activity; and at least one patent or industrial patent.

Turning to the substantive differences between the two categories:

• Date of incorporation: while innovative startups must be less than 5 years old, innovative SMEs have no time limit for incorporation.
• Business object: innovative startups focus exclusively or predominantly on high-tech products or services, while innovative SMEs have no specific restrictions in this area.
• Company size: innovative startups must have an annual production value of less than 5 million euros. In contrast, innovative SMEs must have an annual turnover of up to 50 million euros and fewer than 250 employees.
• Innovativeness requirements: both categories must meet specific innovativeness requirements, but while startups only need to meet one of the three predetermined criteria, SMEs must present at least two.

This understanding of the differences between innovative startups and innovative SMEs is crucial for navigating today’s business landscape, which is characterized by a strong drive toward innovation and technology.

Now that you know the requirements, let’s move on to analyze the benefits and facilities dedicated to innovative startups.

Innovative startup: advantages and benefits

The time has come to analyze the facilitation measures specifically dedicated to innovative startups, of which the legal basis is Decree Law 179/2012, Articles 26-31, to a lesser extent, Decree Law 3/2015, Article 4, and most recently Law 193/2024.

Retention in the special section of the business register, after the conclusion of the third year, is allowed up to a total of five years from the date of registration in the same special section, if at least one of the following requirements is met:

1. increase to 25 percent of the percentage of research and development expenses;
2. entering into at least one experimental contract with a public administration pursuant to Article 158(2)(b) of the Public Contracts Code, as set forth in Legislative Decree No. 36 of March 31, 2023;
3. registration of an increase in revenues from the company’s core business operations or otherwise identified in item A1) of the income statement, as referred to in Article 2425 of the Civil Code, or employment, of more than 50 percent from the second to the third year;
4. establishment of a capital reserve of more than 50,000 euros, through the obtaining of a converting loan or a capital increase at a premium leading to a shareholding of no more than minority interest by a professional third-party investor, a certified incubator or accelerator, a supervised investor, a business angel, or through equity crowdfunding carried out through an authorized platform, and increase to 20 percent of the percentage of research and development expenses, as defined in paragraph 2 (h) (1);
5. obtaining at least one patent.

The period of five years in total for remaining in the special section of the business register of may be extended for additional periods of two years, up to a maximum of four years in total, for the transition to the “scale-up” stage, where at least one of the following requirements occurs:

1. capital increase at a premium by a collective investment organization, in an amount exceeding 1 million euros, for each extension period;
2. increase in revenues from the core business operations of the enterprise or otherwise identified in item A1) of the income statement, as referred to in Article 2425 of the Civil Code, exceeding 100 percent annually.

Article 29, “Transitional provision concerning the definition of innovative start-ups,” provides for start-ups already registered in the special section of the business register on the date of entry into force of this law the right to remain there beyond the third year provided that the attainment of the requirements introduced by Article 28 of this law, occurs:

1. in the case of start-ups registered for more than eighteen months, within twelve months after the expiration of the third year;
2. in the case of start-ups registered for less than eighteen months, within six months of the aforementioned expiration.

The benefits are many, but 21 “innovative startup advantages” are really important; let’s look at them one by one.

Incentives for investment in the capital of innovative startups

As of January 1, 2017, an important tax relief is available for investors who make investments in venture capital of innovative start-ups (Budget Law 2017). The investment incentive is configured as follows:

• for individuals, a deduction from gross Ires tax liability equal to 40 percent of the amount invested, up to a maximum of 1 million euros;
• for legal persons, deduction from Ires taxable income equal to 30 percent of the amount invested, up to a maximum of 1.8 million euros.

Beginning in 2017, the use of the incentive is conditional on maintaining a stake in the innovative startup (holding period) for a minimum of three years.

Tax breaks for investments in innovative startups under Article 29 of the Growth Decree 2.0 are granted for a maximum of five years from the date of registration in the special section of the commercial register.

Limitations to the Facilities: The facilities do not apply if the investment generates a qualified shareholding of more than 25 percent of the share capital or governance rights, or if the taxpayer is also a provider of services to the startup (directly or through a subsidiary or associated company) for a turnover of more than 25 percent of the eligible investment.

De minimis tax incentives for innovative startups

The incentive provides a 65 percent IRPEF deduction intended for individuals who invest in the venture capital of innovative startups. The benefits are granted under the “de minimis” Regulation (Commission Regulation EU No. 1407/2013 of December 18, 2013).

In order to take advantage of the incentive and prior to making the investment, the legal representative of the innovative startup is required to submit an application on the IT platform “Tax incentives under the “de minimis” regime for startup investments.”

Free and simplified access to the SME guarantee fund

Innovative start-ups benefit from a simplified, free and direct intervention of the Guarantee Fund for Small and Medium Enterprises, a publicly funded fund that facilitates access to credit by providing guarantees on bank loans. The guarantee, applicable both directly and on operations carried out through confidiums, covers up to 80 percent of the credit disbursed by the bank, up to a maximum of 5 million euros.

The guarantee is granted in the form:

• automatic: the Fund does not perform any merit assessment of the startup’s balance sheet data, relying on the due diligence performed by the lending institution in charge of the transaction;
• prioritized: applications from an innovative startup are evaluated more quickly than ordinary ones;
• free of charge: there are no fees for accessing the Fund.

In addition, the lending institution involved cannot require collateral, insurance or bank guarantees on the part of the loan covered by the public guarantee.

Smart & Start Italia

Smart&Start Italia is the incentive created and managed by Invitalia, in collaboration with the Ministry of Economic Development, with the aim of supporting the birth and development of innovative startups through the provision of zero-interest financing for business development projects with an expenditure program of between 100,000 and 1.5 million euros. The financing covers, without any guarantee, up to 80 percent of eligible expenses; this percentage can rise to 90 percent if the startup is made up entirely of women and/or young people under 35, or if the partners include an expert with the title of Italian PhD (or equivalent) who works abroad and wants to return to Italy.

Startups based in Abruzzo, Basilicata, Calabria, Campania, Molise, Puglia, Sardinia and Sicily can enjoy a non-repayable grant equal to 30 percent of the loan and thus repay only 70 percent of the financing received.

The financing is to be repaid in 10 years starting from the 12th month following the last tranche of financing received and is approved after a medium/long process that includes evaluation of the business plan.

ICE agency services

The ICE Agency provides assistance in regulatory, corporate, tax, real estate, contractual and credit matters: innovative startups are entitled to a 30% discount on the purchase of catalog goods and services (excluding external costs).

In addition, if the company reaches the threshold of €1,000.00 of expenditure (excluding external costs and VAT) on catalog services purchased during the calendar year, it accrues the right to a 10% discount on the cost of catalog services to be provided in the following year.

Seamless transformation into an innovative SME

If successful, innovative startups that have become mature and continue to be characterized by a significant innovation component can transform themselves into innovative SMEs, moving directly from the special section of the Register of Companies dedicated to innovative startups to that of innovative SMEs, while continuing to maintain registration in the special section and thus without losing the right to the available benefits.

Waiver of chamber fees and stamp duties

Innovative startups from the moment of their registration in the special section of the Register of Companies are exempt from paying stamp duty and secretarial fees due for fulfillments related to registrations in the Register of Companies, as well as from paying the annual fee due in favor of chambers of commerce.

Capital raising through equity crowdfunding campaigns

In 2013, Italy regulated the equity crowdfunding market, including through the creation of a special register of authorized online portals. Initially intended for innovative startups only, equity crowdfunding was gradually extended first to innovative SMEs, UCIs and corporations that invest primarily in startups and innovative SMEs (2015) and then, with the 2017 Budget Law, to all Italian small and medium-sized enterprises.

Exceptions to ordinary corporate discipline

The innovative startup incorporated as an LLC is allowed to:

• create categories of shares with special rights (e.g., categories of shares that do not grant voting rights or that grant rights that are not proportional to the shareholding);
• carry out transactions on its shares;
• issue participatory financial instruments;
• offer equity shares to the public.

Provisions on employment

The remuneration of workers hired by an innovative startup consists of a part that is not less than the minimum table provided by the applicable collective agreement, and a variable part consisting of treatments related to the efficiency or profitability of the enterprise or other indicators agreed upon by the parties.

Remuneration through equity instruments

Innovative startups can remunerate their employees with equity instruments (such as stock options), and external service providers through work-for-equity schemes. Income from the allocation of such instruments does not contribute to taxable income, either for tax or contribution purposes. In addition, subject to a minimum stipulated in collective bargaining agreements, the parties may determine fixed and variable components of remuneration in complete autonomy, agreed upon, for example, on the basis of the efficiency or profitability of the enterprise, the productivity of the worker or work group, or other performance objectives or parameters, including through corporate equity instruments.

Exemption from compliance visa requirement for vat credit offsetting

Ordinary regulations, which require the affixing of a compliance visa for the offsetting of VAT credits exceeding 5,000 euros via the F24 form, can be a disincentive to the use of so-called horizontal offsetting (i.e., to offset types of tax other than VAT). The exemption from the requirement to obtain an endorsement for the offsetting of VAT credits up to 50,000 euros may result in significant liquidity benefits for startups.

Extension of the deadline for loss coverage

In the event that operating losses result in a reduction of the company’s capital by more than one-third, by way of exception to the Civil Code, the deadline by which the loss must be reduced to less than one-third is postponed to the second subsequent fiscal year (instead of the first subsequent fiscal year).

Exemption from the rules on shell companies and companies with systematic losses

Innovative start-ups are not subject to the discipline of shell companies and companies with systematic tax losses. Therefore, in case they earn “non congruous” revenues or have systematic tax losses, the tax penalties provided for so-called shell companies are not triggered against them.

Fail fast

In case of failure, innovative startups can rely on faster and less burdensome procedures than ordinary ones to conclude their activities. Specifically, they are subject exclusively to the procedure of over-indebtedness crisis settlement and liquidation of assets, with exemption, in particular, from bankruptcy, composition with creditors and administrative compulsory liquidation procedures.

Voucher 3i

The measure “Voucher 3i – Investing in Innovation” aims to support the enhancement of the innovation process of innovative startups by providing facilities for the acquisition of patent consulting services.

National Innovation Fund

The National Innovation Fund aims to bring together and multiply public and private resources dedicated to the strategic theme of innovation. The operational tool of intervention of the National Fund is Venture Capital, or direct and indirect investments in qualified minorities in the capital of innovative companies with generalist, vertical or Funds of Funds, supporting startups, scaleups and innovative SMEs.

Creative enterprise fund

The Fund for Small and Medium-sized Creative Enterprises was established to promote the establishment, development and consolidation of enterprises operating in the creative sector through the provision of grants, facilitating access to credit and promoting innovative financing instruments, as well as other initiatives for the development of the sector.

Italy Experimentation

Experimentation Italy allows startups, companies, universities and research centers to be able to experiment with their own innovative project for a limited period of time through a temporary exemption from current regulations. If the outcome of the experimentation is positive, a regulatory amendment will be requested to remove the impediment.

Transition 4.0

The Transition 4.0 Plan includes a focus on innovation, green investments, and for design and aesthetic ideation activities. The main actions of the Transition 4.0 Plan:

• tax credit for investments in capital goods: serves to support and incentivize companies that invest in new tangible and intangible capital goods functional to the technological and digital transformation of production processes intended for production facilities located in the territory of the State
• research, development, innovation and design tax credit: serves to stimulate private spending on Research, Development and Technological Innovation to support the competitiveness of companies and encourage processes of digital transition and in the circular economy and environmental sustainability
• training 4.0 tax credit: serves to stimulate business investment in staff training on subjects related to technologies relevant to the technological and digital transformation of businesses.

Call for digital transformation

The call is aimed at supporting the technological and digital transformation of the production processes of micro, small and medium-sized enterprises through the implementation of projects aimed at the implementation of enabling technologies identified in the Impresa 4.0 National Plan, as well as other technologies related to digital supply chain technology solutions.

Now that you know what the requirements and facilities are, one final question remains: how does the formation of an innovative start-up take place?

Establishing an Innovative Start Up

The incorporation of a startup is done through the drafting of the articles of incorporation, with the involvement of the notary and advisor, indicating the requirements, seen earlier, to qualify the company as innovative.

You should know that from February 2016 to March 29, 2021, those who wanted to establish an innovative startup in the legal form of an LLC could also do so online and without the mandatory involvement of a notary. But, just since last March, the Council of State in its ruling No. 2643 rejected online and free innovative startup incorporation, declaring the rule approved in 2016 null and void.

Therefore, it remains confirmed and certain that only the method of drafting the articles of incorporation in the form of a public deed thus making use of the notary public, who must also carry out the appropriate checks required by law before proceeding with the registration of the start-up in the appropriate section, the special one, of the Register of Companies.

Once the start-up is established, the legal representative must:

• complete its personalized profile on the startup.registroimprese.it portal, within 30 days of registration in the special section of innovative start-ups;
• confirm or update its personalized profile on the startup.registroimprese.it portal and file the statement of maintenance of the requirements of innovative start-ups at least once a year, within 30 days of the approval of the financial statements and in any case within six months of the end of each fiscal year, or by June 30. In the case of companies with a deadline of 180 days from the end of the fiscal year for calling a meeting to approve the financial statements, the deadline is seven months, subject to compliance with the 30 days from the approval of the financial statements. It is not allowed to attach the declaration to the application for the filing of the annual financial statements, as it must be submitted through a special and separate application with ComUnica. Please note that failure to update/confirm the profile on startup.registroimprese.it will result in the blocking of the transmission of the application containing the filing of the declaration to the Companies Register.

Late notification of maintenance of the requirements is subject to the fine provided by law that will be assessed against each legal representative in office (Article 2630 Civil Code and Article 25 Decree-Law No. 179/2012), while failure to provide annual notification of maintenance results in the company’s ex officio cancellation from the special section with consequent loss of the benefits provided for innovative startups.

Innovative startups that make use of the requirement for research and development expenses are required to quantify and describe these expenses in the notes to the financial statements (Art. 25 paragraph 2 letter h no. 1 Decree Law 179/2012, Art. 4 paragraph 1 letter e no. 1 Decree Law 3/2015); startups that submit financial statements in the simplified manner provided for micro enterprises report the information required by the regulations at the bottom of the balance sheet (Mise Opinion No. 50195/2017).

Innovative start-ups: examples

According to the latest report compiled by MISE, at the end of the 4th quarter of 2024, the number of innovative startups registered in the special section of the Companies Register was 12,123, down 719 (-5.60 percent) from the previous quarter.

The total subscribed share capital of startups is down from the last quarter (-49 million euros, -4.84 in percentage terms) now standing at 981,462,823 euros for an average capital of 80,958 euros per company.

Regarding the distribution by business sector, 79.44 percent of innovative start-ups provide business services, 12.92 percent operate in manufacturing, and 2.79 percent operate in trade.

Looking at the composition of the corporate structure, innovative startups with a predominance of women, that is, in which the shares of ownership and administrative positions are held by a majority of women, number 1,719, 14.18 percent of the total, compared with 19.58 percent observed when examining the universe of new corporations. There are 5,477 innovative startups in which at least one woman is present in the corporate structure, almost 45 percent of the total: a higher share, albeit to a lesser extent, than that recorded by other new corporations (42.44 percent).

There are 2,151 innovative start-ups with a predominance of young people (under 35), 17.74 percent of the total. This is 4 percentage points higher than that found among non-innovative new companies (13.02%). The difference is even greater when considering companies in which at least one young person is on the board: these account for 41.57 percent of startups (5,039 in all), compared with 29.77 percent of other companies.

Analyzing the geographical distribution of the phenomenon, Lombardy remains the region where the largest number of innovative startups is located: 3,319, or 27.38 percent of the national total. This is followed by Campania 1,497 startups, or 12.35 percent of the total, Lazio 1,411 startups, 11.64 percent of the total, Emilia Romagna with 875 startups 7.22 percent of the total, and Veneto with 748 startups, 6.17 percent of the national total. At the tail end are Basilicata with 102 startups (0.84 percent of the national total), Molise with 69 startups (0.57 percent of the total ) and Valle d’Aosta with 14 innovative startups or 0.12 percent of the national total.

It should be noted that Marche is the region with the highest incidence of innovative startups in relation to the total number of corporations with less than five years and five million in annual turnover: about 4.13 percent are innovative startups. They are followed in the ranking by Lombardy (4.09 percent) and Friuli-Venezia Giulia (4.013 percent). Sardinia, Tuscany and Abruzzo (all between 1 and 2.3 percent) close the ranking.

It will be clear to you from this data that the ecosystem of innovative start-ups in Italy is always in turmoil: an exciting and evolving environment from which to draw data, comparisons, experiences, failures and successes. But, at the same time, as you may have realized, it is not enough to be an innovative startup registered in the special register to be able to secure your future, although certainly being part of this status will allow you to leave with a leg up.

Remember however and always the words of Paul Graham, investor and co-founder of Y Combinator:

“Creating a successful startup requires three things: starting with talented people, doing something people want and spending as little money as you can”.

Do you want to read all the articles related to the stage your startup is in?

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