Italian business law

Italy encourages foreign investment by offering foreign entities the same incentives, subsidised loans, or cash grants, available to entities owned by Italian nationals.

Italian business law offers a limited number of Italian business entities in order to constitute the structure of the Italian company. Foreign investors can set up a business activity in Italy by establishing:

as a one-man enterprise (Ditta Individuale);

an Italian company;

a secondary registered office (Sede Secondaria) or branch (Filiale) of a foreign company;

a Representative Office (Ufficio di Rappresentanza) of a foreign company.

Italian Partnerships (Società di Persone) are based on an imperfect autonomy of the assets, so that the assets of the partnership and the ones of its partners are joined together.

Italian Corporations (Società di Capitali) are Italian limited liability companies, characterized by the perfect autonomy of the assets. The assets of the corporation are not mixed up with the ones of its partners.

Italian Partnerships and Corporations are regulated by the Italian Civil code, extensively reformed in 2003, and other special laws.

The two most common types of Italian limited liability companies are the “Società per azioni” (abbreviated S.p.A.) a joint stock company or company limited by shares, and the “Società a responsabilità limitata” (abbreviated S.r.l.) a limited liability company. The minimum required starting capital for an S.p.A. is € 120.000. The minimum required starting capital for an S.r.l. is € 10.000. Both SpAs and Srls can be formed by a sole shareholder, whether a legal or natural person having Italian citizenship.

Business operations in Italy may be either directly or through Italian subsidiaries. An Italian branch of foreign company enables the company to operate in Italy with prompter, cost-effective structure, than if a full subsidiary were established in the foreign country.

It’s also possible to establish a Representative Office in a relatively rapid way, declaring to the local Chamber of Commerce within 30 days of the effective date of the beginning of the activity. It requires a resolution by the Board or other competent body of the foreign company. The resolution must warrant the opening of the office, designating the individual delegated with the power to manage. Moreover it’s important to add an updated Certificate of Good Standing. ACertificate of Good Standing, called “Certificate of Existence” or “Certificate of Authorization” is a state-issued document that shows that your corporation or limited liability company has met its statutory requirements and is authorized to do business in Italy. It confirms that your business is up-to-date on its state fee payments, has filed an annual report, and has paid its franchise taxes.

An Italian lawyer may assist U.S. and foreign and corporate clients on all range of Italian tax and business law issues. Your attorney may help you, if you want to move to Italy and plan the transition, providing you a pre-immigration planning with all the information on the Italian tax return, tax jurisdiction, and reporting of income earned abroad.