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 (Società 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:

1. Draft articles of association and bylaws.
2. Execute incorporation before a notary.
3. Obtain tax code and VAT number from Agenzia delle Entrate.
4. Register with the Registro delle Imprese via the Chamber of Commerce.
5. Open a corporate bank account and deposit capital.

Timing: Typically 2–4 weeks. Costs vary by structure and notary fees.

2.4 Restrictions on Foreign Ownership

Italy applies reciprocity rules for foreign ownership. Nationals of countries without reciprocal rights may be barred from owning shares or acting as directors. EU and EEA nationals face no such restrictions. For non-EU investors, legal counsel should be sought.