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Italy company registration for foreign owners

Company Incorporation Guide

Italy company registration for foreign owners

Applicable country/region: IT - Italy

Published: Updated:
  • Written by our advisory team
  • Italy rules and requirements
  • Checked against official sources
Most popularItaly Company Registration (Traditional SRL)

Guide overview

How an Italian company is formed, and in what order

Italy company registration is not a form you file. Incorporation runs through an Italian notary, who draws the constitutive act as a notarial public deed (atto pubblico), whichever limited-liability route you choose. That route is the first decision in setting up a business in Italy, and it is settled before the notary drafts anything. A foreign owner who cannot travel can give a representative the same formal power, or take part by videoconference where the capital is contributed in cash. The notary then lodges the act with the business register and applies for entry. The company begins to exist only when that entry is made. The tax identifiers are requested inside the same submission.
Ordinary or simplified: the limits of a fixed template

COMPANY TYPES

Ordinary or simplified: the limits of a fixed template

Cost should decide this last. Società a responsabilità limitata semplificata (S.r.l.s.), the simplified limited liability company, is a statutory template: its act follows a ministerial model whose clauses cannot be varied. A bespoke governance clause, a restriction on transferring a shareholder's stake or a share class kept back for a later buy-in therefore settles the question before price is raised. The ordinary Società a responsabilità limitata (S.r.l.) is the limited liability company whose articles the founders write themselves. Thin capital does not decide it either: an ordinary company can be formed on a small capital paid in cash and in full. The simplified saving ends the day that model has to be amended before a notary.

Reading the company types

Rows cover ownership, shareholder and director rules, capital and notes for each company type.

Basic Information

Flag of ItalyItaly S.r.l.Flag of ItalyItaly S.R.L.S
Ownership:
Consolidated Ownership
Ownership:
Consolidated Ownership
Limited Liability:
Positive
Limited Liability:
Positive
Publicly Participates In Capital Market:
Negative
Publicly Participates In Capital Market:
Negative

Shareholder / Director / Secretary Requirements

Flag of ItalyItaly S.r.l.Flag of ItalyItaly S.R.L.S
Requirements For Shareholders:
At least one, and only natural persons are allowed to hold shares.
Requirements For Shareholders:
At least one
Requirements For Directors:
At least one
Requirements For Directors:
`No requirement
Legal Representative Not Mandatory:
Negative
Legal Representative Not Mandatory:
Negative
Local Directors Not Mandatory:
Positive
Local Directors Not Mandatory:
Positive
Local Secretaries Not Mandatory:
Positive
Local Secretaries Not Mandatory:
Positive

Registered Capital Requirement

Flag of ItalyItaly S.r.l.Flag of ItalyItaly S.R.L.S
Minimum Registered Capital Requirement:
1. The minimum registered capital requirement is 1 euro, but cannot exceed 9,999 euros, and can only be held by natural persons;
2. It is recommended to start with a minimum of 2,000 euros for account opening and operation.
Capital Injection Not Required:
Positive
Capital Injection Not Required:
Positive

REQUIRED DOCUMENTS

Why an incorporation file starts with the people

A notary who helps form a company carries an anti-money-laundering duty in their own right. It is discharged before the engagement is accepted, long before the Agenzia delle Entrate (Italian Revenue Agency) or a bank is involved. The notary has to identify the client and the beneficial owner, verify both and reconstruct how ownership and control run. That is why the file precedes the deed. A corporate shareholder lengthens that file, because the duty runs through the parent to the individuals behind it. Identification itself can rest on a public act, an authenticated deed or a qualified signature certificate rather than a meeting. Documents issued outside Italy are not usable in Italy as issued.
Why an incorporation file starts with the people

Reading the documents

Rows are document types grouped by who provides them; each entry ends with its process and format.

Natural Person Shareholders & Directors's Required Documents

Flag of ItalyItaly Company Registration (Traditional SRL)Flag of ItalyItaly Company Registration (Simplified SRL)
Power of Attorney:
Power of Attorney (document provided by our company); Italian translation + Italian notarization + Apostille is required; or the shareholder/legal representative can personally go to Italy for certification.
Process: ApostilleFormat: Scan Copy
Power of Attorney:
Power of Attorney (document provided by our company); requiring Italian translation + Italian notarization + Apostille; or the shareholder/legal representative personally goes to Italy for authentication.
Process: ApostilleFormat: Scan Copy
Proof of Address:
Shareholder and Director Address Verification: Scan of water, electricity, and gas bills or bank statements. The documents must clearly indicate the name + address + date of the shareholder/director and must not be older than 1 month; they need to be translated into Italian + notarized in Italian + apostilled; or the shareholder/legal representative must personally go to Italy for authentication.
Process: ApostilleFormat: Scan Copy
Proof of Address:
Shareholder and director address proof: Scanned copies of water, electricity, and gas bills or bank statements. The documents must clearly indicate the name + address + date of the shareholder/director and should not be older than 1 month; it requires translation into Italian, notarization in Italian, and Apostille; or the shareholder/legal person personally goes to Italy for authentication.
Process: ApostilleFormat: Scan Copy
Passport:
Shareholders' and directors' passport cover page scans require translation into Italian, notarization in Italian, and apostille; or shareholders/legal representatives could personally go to Italy for certification.
Process: ApostilleFormat: Scan Copy
Passport:
Shareholder and director passport cover scans need to be translated into Italian, notarized in Italian, and apostilled; or shareholders/legal representatives need to personally go to Italy for certification.
Process: ApostilleFormat: Scan Copy

Legal Entity Shareholders's Required Documents

Flag of ItalyItaly Company Registration (Traditional SRL)Flag of ItalyItaly Company Registration (Simplified SRL)
Power of Attorney:
Power of Attorney (document provided by our company); requires Italian translation + Italian notarization + Apostille; or the shareholder/legal representative personally goes to Italy for certification.
Process: ApostilleFormat: Scan Copy
Power of Attorney:
Power of attorney (document provided by our company); require Italian translation + Italian notarization + Apostille; or shareholders/legal persons must personally go to Italy for certification.
Process: ApostilleFormat: Scan Copy
Proof Of Registration / Business License:
The company's business license; requires Italian translation + Italian notarization + Apostille; or shareholders/legal representatives personally go to Italy for authentication.
Process: ApostilleFormat: Scan Copy
Proof Of Registration / Business License:
The business license of the holding company; requires Italian translation + Italian notarization + Apostille; or the shareholder/legal person personally goes to Italy for certification.
Process: ApostilleFormat: Scan Copy
Proof of Address:
Registered company and address proof for shareholders and corporate holders of 25% or more: water, electricity, or gas bills, or scanned copies of bank statements. Documents must clearly indicate the name, address, and date of the shareholder/director, and not be older than 1 month. They need to be translated into Italian, notarized in Italian, and apostilled in The Hague; or the shareholder/legal person can personally go to Italy for authentication.
Process: ApostilleFormat: Scan Copy
Proof of Address:
Proof of address for the legal person of the holding company and shareholders holding more than 25% of the shares: water, electricity, and gas bills or scanned copies of bank statements. The documents must clearly indicate the name + address + date of the shareholder/director, and must not be more than 1 month old; they need to be translated into Italian, notarized in Italian, and apostilled; or the shareholder/legal person must personally go to Italy for authentication.
Process: ApostilleFormat: Scan Copy
Company Bylaw:
The company's articles of association of the holding company; Italian translation + Italian notarization + Apostille are required; or shareholders/legal persons themselves need to go to Italy for certification.
Process: ApostilleFormat: Scan Copy
Company Bylaw:
The company's articles of association for the holding company; require Italian translation + Italian notarization + Apostille; or shareholders/legal representatives personally go to Italy for authentication.
Process: ApostilleFormat: Scan Copy
Passport:
The passport of the legal representative of the holding company and the shareholder holding more than 25% of the shares needs to be translated into Italian, notarized in Italian, and apostilled; or the shareholder/legal representative personally goes to Italy for certification.
Process: ApostilleFormat: Scan Copy
Passport:
The passport of the corporate legal representative and shareholders holding more than 25% of the shares; Italian translation + Italian notarization + Apostille are required; or the shareholder/legal representative personally goes to Italy for certification.
Process: ApostilleFormat: Scan Copy
What Italy company registration actually requires

REQUIREMENTS AND ESTIMATED COST

What Italy company registration actually requires

Once the file is complete, the registration itself is one submission, the Comunicazione Unica. The Registro delle Imprese (Italian Business Register) at the Camera di Commercio (Chamber of Commerce) forwards it to the tax authority. The codice fiscale (Italian tax code) is stated in the request to register the deed and again in that filing. The address sets the real start date: no registry can take the deed until the company has a seat in Italy. Supplying one is a regulated activity, not a mailbox. Official notice goes to the domicilio digitale, the certified electronic address every company on the register must hold. A filing sits suspended until one is entered.

Reading the requirements

Base cost is the service and government fees; each requirement shows if it is included and what solving it costs; the estimate adds them up.

Base Cost

Flag of ItalyItaly Company Registration (Traditional SRL)Flag of ItalyItaly Company Registration (Simplified SRL)
Service Fee:
EUR 5,725
Service Fee:
EUR 4,450

Requirements

Flag of ItalyItaly Company Registration (Traditional SRL)Flag of ItalyItaly Company Registration (Simplified SRL)
Tax Registration: Directors and shareholders need to have an Italian individual/corporate tax code (Codice Fiscale).

All shareholders and directors of Italian companies (whether natural persons or legal entities) need to have an Italian personal/corporate tax code in order to set up a company in Italy. This service already includes the application for a tax code for a natural person director.
Included: Yes ×1.00Additional Cost: EUR 500
Tax Registration: Directors and shareholders need to have Italian individual/company tax code (Codice Fiscale).

All shareholders and directors of Italian companies (whether natural persons or legal entities) need to have an Italian individual/company tax code in order to open a company in Italy. This service already includes the application for a tax code for a natural person director.
Included: Yes ×1.00Additional Cost: EUR 500
Registered Address: Need to have an address in Italy

To register an Italian company, you must have an Italian address. If you do not have an Italian address, you can choose the address hosting service provided by TKEG Expat ™ (UK).
Included: No · Solution availableEstimated Cost: EUR 2,475
Registered Address: Need an address in Italy

To register an Italian company, you must have an address in Italy. If you don't have an Italian address, you can choose the address hosting service provided by TKEG Expat ™ (UK).
Included: No · Solution availableEstimated Cost: EUR 2,475

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TAX

Which tax comes first, and what is commonly misread

Tax reaches a new company through its own tax registration first. The VAT number, the partita IVA, brings a settlement and reporting cycle that starts within weeks of the entry in the register. It runs on the tax authority's timetable for companies, long before any corporate return falls due. Corporate income tax is not the whole burden. The regional tax on productive activities is charged on a different base, the valore della produzione netta. Its rate varies by region and by sector of activity. A reduced corporate rate from one financial year still circulates as if it were standard. It was keyed to profit a new company never earned, so a company formed now cannot claim it.
Which tax comes first, and what is commonly misread

Reading the tax data

Rows cover corporate income, withholding, value-added and capital gains tax, plus effective rates, for each jurisdiction.

Corporate Income Tax (CIT)

General CIT Rate:
24
CIT Return Due Date:
By the end of the 9th month after the end of the tax year.
CIT Payment Due Date:
The last day of the sixth month after the end of the tax year.
CIT Estimated Payment Due Date:
Advance payment: 1) Pay 40% on the last day of the sixth month after the end of the tax year, 2) Pay 60% at the end of the eleventh month after the end of the tax year.

Withholding Tax (WHT)

Resident Withholding Tax (Dividend/Interest/Royalty):
0/0/0
Non-Resident Withholding Tax (Dividend/Interest/Royalty):
26/26/30

Value-Added Tax (VAT)

General VAT Rate:
22
Learn More Value-Added Tax (VAT)

Capital Gain Tax (CGT)

General Capital Gain Tax Rate:
Capital gains are subject to the normal corporate income tax rate. For financial investments, as long as they meet the conditions stipulated by law, they can be eligible for a 95% exemption under the PEX system.

Effective Tax Rate (ETR)

Composite Effective Average Tax Rate:
21.18%
Composite Effective Marginal Tax Rate:
-22.74%

Conclusion

Registration is not the same as being in business

Everything after the register entry is a separate decision by a separate body. The corporate bank account is the clearest case. A bank builds its own file, decides on its own timetable and can decline. An application made at a distance draws closer scrutiny, so no one can promise an account. A regulated activity needs its own notification to the municipality before trading starts. The first employee, not the formation, registers the company as an employer. From there the company settles into the annual filing: the approved financial statements are deposited with the business register rather than with the tax office. The next move is to ask the bank what its own file will need.
Most popularItaly Company Registration (Traditional SRL)
About Italy
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About Italy

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