Setting up a Company in Italy: Assistance for Foreign Entrepreneurs and Groups
CMO&A assists foreign entrepreneurs, investors, companies and groups seeking to set up a company in Italy, from the choice of the most appropriate legal form through incorporation and the subsequent tax, accounting and administrative management of the Italian entity. We coordinate the process with the notary and other professionals involved, providing the foreign client with a local point of reference.
Which company should you set up in Italy?
For foreign investors, the most commonly used corporate forms are the limited liability company (S.r.l.) and the joint-stock company (S.p.A.).
The appropriate choice depends on the size and objectives of the investment, ownership structure, expected governance arrangements, financing requirements and the possible future admission of new investors.
An S.r.l. offers a flexible structure and may also be incorporated with share capital below €10,000, subject to the specific rules established by the Italian Civil Code. The minimum share capital for an S.p.A. is €50,000.
Further information on the main forms of business establishment is also available on the official Invest in Italy portal.
Foreign shareholders and international groups
An Italian company may be owned by foreign individuals or companies and may also have a sole shareholder. For individuals or entities from countries outside the European Union, any applicable requirements under Italian law, including reciprocity where relevant, should be verified.
The structure should also be assessed in light of the relationship with the foreign parent company, financing arrangements, dividend distributions and any intra-group transactions.
From incorporation to ongoing management
We assist with:
- selection of the legal form and ownership structure;
- definition of governance arrangements, directors and corporate powers;
- preparation of the documentation required for incorporation, in coordination with the notary;
- tax and administrative requirements for commencing business activities;
- organisation of accounting and preparation of financial statements;
- tax returns and recurring compliance obligations;
- financial reporting to the foreign parent company or shareholders;
- analysis of intra-group transactions and transfer pricing matters;
- registered office and domiciliation services;
- coordination with employment advisers, lawyers and other professionals where required.
An Italian limited company is incorporated by notarial deed and becomes fully effective upon registration with the Italian Business Register. A company may also be incorporated with a single shareholder.
A local professional adviser after incorporation
Incorporation is only the first stage of the Italian project. For a foreign group, it is often equally important to organise accounting, taxation, reporting and relationships with the parent company correctly from the outset.
CMO&A can therefore continue to support the Italian company after incorporation and, where the investment project is broader, integrate its services with the Firm’s expertise in Doing Business in Italy, Tax Advisory and Financial Statements, Corporate Advisory and Corporate Finance and M&A.
If you are considering setting up a company in Italy, you can arrange an initial meeting with Claudio Orsini by emailing c.orsini@studiassociato.it.
