Advising clients based abroad who are commercially active in Italy or have income or property in Italy as private individuals:

Support in the choice of legal form, definition of the shareholding structure, preparation of articles of incorporation, also in coordination with the parent company, liquidation of subsidiaries.

Support in setting up permanent establishments, tax registration in Italy, liquidation of permanent establishments, handling of reporting to public authorities.

Establishing a subsidiary in Italy in the form of a limited liability company (S.r.l.)
The Italian limited liability company (“società a responsabilità limitata” – “S.r.l.”) is the most common form of company in Italy and the establishment process can be summarized as follows.

1. Establishment
An Italian limited liability company is formed before an Italian notary by the shareholders or by special representatives. Formation by special representatives is a form that is frequently chosen in practice to spare foreign entrepreneurs a trip to Italy just for the formation. The same person can also represent several shareholders at the same time, excluding the prohibition of self-dealing.

2. Share capital
The legally prescribed minimum capital for the formation of an “ordinary S.r.l.” is €10,000, of which at least 25% must be paid up at the time of formation if there are two or more shareholders, and 100% if there is only one shareholder.
Further payments by the shareholders after the company is formed can be made relatively unbureaucratically in the form of capital contributions or shareholder loans.

3. Shareholders of an Italian limited liability company
Shareholders of an Italian limited liability company can be natural and legal persons.
A single shareholder is also permitted. The status of the sole shareholder must be published in the commercial register and appear on all business documents with an external impact.
If the Italian limited liability company is majority-owned by a company, the state of control must also be published and indicated.

4. Administration/management
In Italy, both natural and legal persons, regardless of nationality or domicile, can be managing directors, who do not have to be shareholders.
The administration of an Italian LLC can be entrusted to a sole administrator, several individual administrators or an administrative board.
In the case of an administrative board, some members of the administrative board can be endowed with the powers to manage the company.

5. Transactions requiring the approval of the shareholders
In Italy, it is possible to include transactions requiring the approval of the shareholders in the articles of association of the Italian limited liability company.

6. Shares in an Italian limited liability company
The shares in an Italian limited liability company are freely transferable, inter vivos and by inheritance, subject to any provisions to the contrary in the company’s articles of association. If the transfer by inheritance is prevented, the heirs of the deceased shareholder are entitled to the payment of the share.

7. Duration
The duration of the company can be limited or unlimited. In the case of an unlimited duration, the shareholders have the right to withdraw.

8. Registered office of the company in South Tyrol – Domiciliation
If the company’s registered office is in South Tyrol (Province of Bolzano), the articles of incorporation and the annual financial statements can be drawn up exclusively in German or in both German and Italian (German is recognized as an official language in South Tyrol). It is also possible for a company that operates outside South Tyrol to establish its registered office in South Tyrol and an operating office at the place of business outside South Tyrol (in order to take advantage of the language benefits mentioned above). Our office provides domiciliation services for a number of foreign companies.

9. Time frame for the formation
At least 2–3 weeks should be planned for the formation: usually 1–2 weeks for the collection/preparation of all necessary documents and 1–2 weeks for the entry of the company in the commercial register from the notarial formation.

10. Formation costs of a GmbH in Italy
The consulting fees for the formation of a GmbH range from €3,000 to €5,000, depending on the complexity of the articles of incorporation and the company statutes. In addition, there are notary fees of approximately €2,500 for the formation of a GmbH with a share capital of €10,000 (these costs increase with increasing share capital).

VAT registration in Italy: preparation of the application to the relevant tax office in Pescara, translation of foreign documents, coordination with the tax office.

In-depth study/analysis, if necessary in coordination with the Italian and foreign tax authorities and with foreign tax advisors, of complex tax issues.

For clients who intend to be active abroad, we have a comprehensive network of auditors, tax advisors and lawyers, especially in German-speaking countries. We are in constant communication with various chambers of foreign trade. We are also members of the international association of lawyers and tax advisors ARS LEGIS International. Ars Legis International is a global network of more than 50 independent lawyers and tax advisors.

In-depth study of VAT (Value Added Tax) issues, in consultation with the foreign company and tax advisors.

Preparation of financial accounting, annual financial statements and interim financial statements in accordance with the requirements of the foreign parent company.

Through our network, we can support you in selecting suitable locations for your company, banks and leasing companies, managing directors, etc.

We can take over the entire tax management of your company in Italy, including bookkeeping, ongoing tax advice and annual financial statements, also in German / Italian.

NEWS

The possibility of dematerialising special categories of shares in small and medium-sized limited liability companies and the resulting obligation to keep the shareholders’ register

December 17th, 2024|0 Comments

Law no. 21/2024 (the so-called ‘Capital Law’) has only introduced the possibility for small and medium-sized limited liability companies to issue special categories of dematerialised shares that circulate through mere book-entry transactions and that are [...]

VAT on secondment of staff: Effects from 2025

December 17th, 2024|0 Comments

From 1 January 2025, the hiring and secondment of employees will be subject to VAT. There is generally no change for industrial and service companies that enjoy the full right to deduct input tax, while [...]