Estabilish a Company in Italy

Business Law and Business License in Italy

Establishing and developing a thriving business activity in Italy or expanding beyond Italy

Our Law Firm assists our clients with the formation, acquisition, smooth operation and also disposition of a wide range of businesses. Our Italian- and foreign-qualified lawyers provide cost-effective advice to companies of all types and sizes. We are uniquely positioned to guide you through every step of your entrepreneurial initiatives.

Our practice includes:

• Assisting clients in determining which form of business entity best suits their needs;
• Legal and tax issues related to cross-border business transactions such as international financing arrangements and international and EU trade issues;
• Buying or selling businesses in Italy;
• Representing companies in resolving disputes in Italy including, if necessary, litigation and
• Developing regulatory compliance programs specific to the business.

Our working languages in the area of Business Law are: Italian, English, German, Russian, Spanish and Greek.

Establishing a company in Italy – A description of the key steps:

Setting up a Company in Italy can be a complex issue. As opposed to other EU Member States, in Italy the public Notary plays a central role in the establishment of a company. Under Italian law, a Public Notary needs to be appointed in order to legalize the Article of Association (which has the nature of a “Public Act”) and the Constitutive Act. Notary’s signature/stamp is requested to set up any type of Company irrespective of its nature. This applies in particular to companies that are commonly referred to by Italian Law as Società di Capitali such as Limited Liability Companies (Società a Responsabilità Limitata) and Societa Anonima (Società per Azioni or S.p.A).

Other types of companies, namely the ones in which liabilities and privileges of the entity are not separate from the personal liabilities and privileges of their members, it is not necessary to appoint a Notary in order to establish them. The typical example of these companies is the Proprietorship (in Italian called Ditta Individuale). Generally speaking, in order to establish these types of business entities, one of its members must take up residency in Italy.

Our Law Firm offers practical and cost-effective assistance in order to set up a Company in Italy, including feasibility studies relating to the development of the business in the Italian territory (i.e. elaboration of the relevant business plan).

Buzz topic: Establishing a Limited Liability Company in Italy

One of the most common types of company in Italy is the SRL (Società a Responsabilità Limitata, i.e. Limited Liability Company). We provide you with a brief guide in which we explain the key steps involved in the establishment of an SRL in Italy.

1. Verifying eligibility to set up an SRL
   1. EU citizens:
      In accordance with the Internal Market provisions of the Treaty on the Functioning of the European Union, and more particularly the provisions relating to the freedom to provide services and the freedom of establishment, EU citizens are entitled to set up a Company in Italy by filing with the Italian authorities a. a valid EU passport and b. the “attestazione di regolarità del soggiorno per i cittadini EU” issued by the Italian authorities of the Municipality where the EU citizen has chosen to take up his/her residency. However it is not necessary to elect the residency in Italy for an European citizen in order to be the shareholder of an Italian SRL.
   2. Non-EU citizens:
      In the case of a non-European citizen, the procedure is more complex. The first step consists in verifying whether a Reciprocity Treaty between Italy and his/her Country of residence is in force. If such a Treaty has indeed been ratified, the non-European citizen is entitled to be appointed as a shareholder/CEO of an Italian company without having to take up a residency in Italy.
2. Drafting the Article of Association
   Subsequently, it is necessary to draft the Article of Association of the Company in which it is advisable to include all types of business activities in which the company will engage after its establishment. It should be borne in mind that, after having set up a Company, it is necessary to appoint a Notary every time the shareholders decide to introduce amendments to the Article of Association (obviously every change involves the relevant bureaucratic costs).
3. Registration
   Several types of businesses must be registered at particular Registers. For example, in the Real Estate sector, Italian law requires the registration of the Legal Representative of the Company at the Public Register of the Real Estate Agents. For the registration to take place, it is usually required to pass a State exam. If, however, an EU citizen has acquired relevant professional experience elsewhere in the EU, instead of taking the State exam in Italy, he/she may apply for the acquisition of a “Decreto di Riconoscimento” (Decree of Recognition) filed with the Ministry of Economic Development – Ministero dello Svilupppo Economico – or the Ministry of Labour – Ministero del Lavoro).

Our Services in the above process include:

1. Drafting a Specific Power of Attorney
   This PoA will allow our Firm to act on the Client’s behalf and handle all necessary issues without your being obliged to be physically present. The PoA needs to be legalized by Apostille in the Country of Client’s residency.
2. Appointing the Public Notary
   Our Firm appoints a Public Notary in order to legalize the Constitutive Act.
3. Finding an Italian Bank in order to open a provisional deposit account
   Before finalizing the establishment of the SRL (in front of the Notary), it is necessary to open a provisional Bank deposit account at an Italian bank to which the Client needs to transfer the full capital of the SRL (€ 10,000 in case of one shareholder, € 2,500 in case of two or more shareholders). Once the Client has transferred this amount, the Bank issues a receipt of the deposit which will have to be presented to the Notary at the signing of the Constitutive Act.
4. Drafting the Articles of Association
   Our Law Firm drafts the Articles of Association based on the Client’s instructions.
5. Signing of the Constitutive Act
   After having deposited the capital (point 3) and having drafted the Articles of Association (point 4), our Law Firm arrange a meeting with the Notary and signs the Constitutive Act of the SRL on behalf of the Client (point 1).
6. Opening SRL Bank Account
   After the signing of the Constitutive Act the company is formed. At this stage, our Firm deals with all necessary registrations in the Chamber of Commerce and opens the SRL Bank account.
7. Company domiciliary services and book-keeping
   On the basis of our collaboration with the Accounting Firm IL MICHELANGELO (www.studioilmichelangelo.it), our Law Firm is able to provide the clients with book-keeping services once the SRL has been established.

Moreover, since an Italian SRL (as all the other types of business entities) needs to have a registered office in Italy, our Law Firm also provides domiciliary services that include:

• Provision of a registered address
• Receipt and handling of email and post
• Forwarding of the post through scanned copies
• Corporate secretarial services
• Providing an exclusive Italian telephone number which will redirect phone calls to your own telephone line
• Convening shareholders meetings, minute-keeping and registration of the company books to the competent Italian Chamber of Commerce
• Preparing the agenda of the above meetings
• Meetings with clients in our Offices
• Handling the company’s tax issues under Italian law.

The contents of this page should not be taken as an authoritative statement of Italian law and practice. Neither the author nor the publisher are responsible for the results of actions taken on the basis of information contained in this summary, nor for any errors or omissions. This text is not intended to render legal, accounting or tax advice. Readers are encouraged to seek professional advice concerning specific matters before making any decision.