Establishment of subsidiary or permanent establishment

We assist foreign companies intending to set up a subsidiary or a permanent establishment in Italy, from the planning stage, with the preparation of the company according to the regulations, to the fulfilment of all tax obligations.

Like English law, Italian law makes a fundamental distinction between two forms of corporations. The “Società a Responsabilità limitata (SRL)” corresponds to the limited liability company (Co. Ltd), while the “Società per Azioni (SpA)” corresponds to the Joint Stock Company (JSC). The limited liability company is the most common form of company in Italy.

Below we list the most important civil law key data of an Italian limited liability company: 

Share capital:

The legally required minimum capital for Italian limited liability companies is 10,000 euros. At the time of formation, 100% of the share capital (25% if there are several shareholders) must be paid. In addition to a cash contribution, other goods or work can also be contributed.

Auditing body or auditor:

The appointment of the auditing body or auditor is mandatory for Italian limited companies in the following cases:  

  1. If at least one of the following thresholds is exceeded in two consecutive financial years:
  • Balance Sheet total: 4 Million €
  • Revenues from sales and services: 4 Million €
  • Average number of employees per year: 20
  1. Where the company is required to prepare consolidated financial statements
  2. If the company controls another company that is subject to a statutory audit.

Management Body:

The management of an Italian limited liability company can be organized in three different forms:

1.       Sole Managing Director

2.       Board of Directors

3.       Several managing directors, each of whom may represent the company individually or jointly.

The company’s deed of incorporation and the company bylaws must be drawn up before an Italian notary.

Our consulting services in connection with the establishment of an Italian limited liability company:

Our consulting services include all legal and organizational measures necessary for the establishment and proper registration of an Italian subsidiary: 

  • Preparation of the company bylaws:

Firstly, we prepare the draft of the articles of association in Italian together with an English/German translation and send it to our clients for review.

  • Preparation of power of attorney for the establishment:

We send our clients a power of attorney issued to us, by means of which we can carry out the establishment on behalf of the future shareholder. The personal appearance of the shareholder is not necessary in this case.

  • Application for an Italian tax number:

If the future managing director does not yet have an Italian tax number, we will apply for one at the Italian tax office.

  • Deposit of the share capital:

The share capital must be handed over to the newly appointed managing director at the time of establishment. Since the director(s) to be appointed is/are usually not present while establishing the company, we usually proceed in such a way that the share capital is transferred to the notary’s account or to our account. Subsequently, a non-transferable bank draft is issued payable to the company to be established. After the establishment, this bank draft is handed over to the managing director.

  • Application for a certified e-mail (PEC)
  • Application for an Italian VAT number

In addition to the preparation of the documents listed above, we coordinate the appointment with the Italian notary, we attend the notary appointment for our clients regarding the establishment of the Italian subsidiary and check the handling of the registration process.  

Establishment of a permanent establishment in Italy: 

The opening of a permanent establishment in Italy is subject to its registration in the Italian Commercial Register. The legal representative of the foreign company (or a person authorised by him) must file with the competent chamber of commerce, through an Italian notary, various documents, including the foreign shareholders’ minutes of meeting resolutions concerning the opening of the permanent establishment in Italy and the appointment of the person in charge of the permanent establishment.

In the context of opening a permanent establishment, we offer our clients the following consulting services:

  • Preparation or review of the draft resolution for the establishment of a permanent  establishment and the appointment of its manager
  • Drawing up the power of attorney for the deposit of the minutes with the Italian notary
  • Application for an Italian tax number for the future manager of the Italian
  • permanent establishment, if he does not already have one
  • Application for an Italian VAT number for the permanent establishment

Furthermore, we take care of the entire process, such as organizing the certified translations of the English/German language documents (if necessary), the communication and coordination with the Italian notary as well as the representation at the notary appointment for the deposit of the documents. Finally, we check whether the registration of the permanent establishment in the competent commercial register has taken place properly.

However, which of the two forms described is the most sensible depends on the various situations and must be examined in each individual case. We would be happy to show you the advantages and disadvantages of an Italian limited liability company or an Italian permanent establishment and support you in choosing the right form. 

We support you in the establishment of a company or permanent establishment in Italy.

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