2.1 Types of Business Structures
Italy offers several legal forms for doing business, each with its own regulatory and tax implications:- Representative Office – For non-commercial activities (e.g., market research); no legal personality or Italian corporate income tax liability, proving activities carried on do not fall within the definition of a permanent establishment.
- Sole Proprietorship (Impresa Individuale/Professionista) – Simple setup, personal liability, taxed as personal income.
- Partnerships (SocietĂ di Persone) – Includes S.S. (societa semplice), S.n.c. (general), and S.a.s. (limited); partners are personally liable. There is also a public limited liability (for a certain member or members) Partnership – the S.a.p.a
- Limited Liability Company (S.r.l.) – Most popular for SMEs; flexible governance, limited liability, and corporate taxation.
- Joint Stock Company (S.p.A.) – Suitable for large enterprises and corporations whose stock will be listed; requires minimum capital (€50,000), board structure, and statutory audit.
- Branch Office – Foreign companies can operate via a registered branch; not a separate legal entity, but subject to Italian tax and reporting.
- Cooperatives – Used by individuals who contribute mainly their services
2.2 Eligibility and Restrictions
Foreign nationals can own and manage Italian companies, subject to reciprocity rules. Citizens of non-EU countries may face restrictions unless Italy grants reciprocal rights. Directors and shareholders must have a valid tax code (codice fiscale) and may need residency or visa status depending on their role.2.3 Incorporation Process
To incorporate an S.r.l. or S.p.A., the following steps apply:- Draft articles of association and bylaws.
- Execute incorporation before a notary.
- Obtain tax code and VAT number from Agenzia delle Entrate.
- Register with the Registro delle Imprese via the Chamber of Commerce.
- Open a corporate bank account and deposit capital.