Business Structures
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 […]
Shareholders and Members
3.1 Rights and Obligations Shareholders in Italian companies enjoy rights based on their share class and the company’s bylaws. Core rights include: Voting on key resolutions (e.g., mergers, capital changes) Receiving dividends and liquidation proceeds Inspecting financial statements and minutes Calling meetings (if holding ≥10% of capital) Obligations include contributing capital, respecting confidentiality, and complying […]
Conducting Business
5.1 Registered Office and Local Presence All Italian companies must maintain a registered office (sede legale), which is listed in the Companies Register. This address is used for legal notices and tax correspondence. While virtual offices are permitted, physical presence may be required for certain licenses or inspections. 5.2 Business Licenses and Sectoral Approvals Italy […]
Tips and Traps
15.1 Common Pitfalls Foreign investors often encounter challenges due to unfamiliarity with Italian bureaucracy and legal nuances. Common traps include: Underestimating incorporation timelines and documentation Failing to comply with local labor laws and collective agreements Ignoring VAT registration and electronic invoicing requirements Using generic contracts without Italian legal review Early legal and accounting advice can […]
Trends and Predictions
14.1 Digital Transformation Italian businesses are increasingly adopting digital tools, including e-invoicing, cloud accounting, and remote collaboration platforms. Government incentives such as the “Piano Nazionale Transizione 4.0” support investment in digital infrastructure and innovation. 14.2 ESG and Sustainability Environmental, Social, and Governance (ESG) criteria are gaining traction among investors and regulators. Companies are expected to […]
Termination of Activities
13.1 Voluntary Liquidation Companies may choose to wind up operations through voluntary liquidation. This requires: Shareholder resolution to dissolve the company Appointment of a liquidator (liquidatore) Notification to the Companies Register Settlement of debts and distribution of remaining assets The process must comply with Civil Code provisions and may take several months depending on complexity. […]
Audits and Auditors
12.1 Statutory Audit Requirements Italian companies are subject to statutory audit requirements based on their legal form and size. An audit is mandatory for: Audits must be performed by registered professionals or audit firms listed with MEF (Ministry of Economy and Finance). 12.2 Appointment and Independence Auditors are appointed by shareholders and must remain independent […]
Financial Crime
11.1 Anti-Money Laundering (AML) Italy enforces AML regulations under Legislative Decree No. 231/2007, aligned with EU directives. Obligated entities include banks, accountants, lawyers, and real estate agents. Key requirements include: The Financial Intelligence Unit (UIF) monitors compliance and investigates suspicious activity. 11.2 Anti-Corruption Measures Italy has strengthened anti-corruption laws through Legislative Decree No. 190/2012 and […]
Mergers & Acquisitions
10.1 Legal Framework M&A transactions in Italy are governed by the Civil Code, the Consolidated Financial Act (TUF), and EU regulations. Key authorities include: Cross-border deals may also trigger foreign investment screening under the Golden Power regime. 10.2 Deal Structures Common M&A structures include: Each structure has different tax, legal, and operational implications. Due diligence […]
Business Tax
9.1 Corporate Taxation Italian companies are subject to two main taxes: Taxable income is calculated according to Italian GAAP, with adjustments for non-deductible expenses and exemptions. Losses may be carried forward indefinitely, subject to limits. 9.2 VAT and Indirect Taxes Italy applies a standard VAT rate of 22%, with reduced rates (10%, 5%, 4%) for […]