How Do You Incorporate a Company in Italy as a Foreign Founder or International Business?

Most foreign groups choose the SRL, managed by a sole director (amministratore unico) or a board. The SRLS is attractive to individual founders because it avoids notarial fees, but its fixed articles and individual-only ownership limit its use. A sede secondaria (branch) of a foreign company is registered at the Registro delle Imprese but leaves liability with the parent.

Before the notary appointment, three Italian-specific items need attention:

• Codice fiscale. Every individual shareholder, director and legal representative of a corporate shareholder needs an Italian tax code. Foreigners request it from the Agenzia delle Entrate in Italy, through a representative, or at an Italian consulate.
• PEC and digital signature. Each company must have a certified email address (posta elettronica certificata) registered with the Registro delle Imprese, and directors normally need a digital signature (firma digitale) for filings. Without a PEC, registry and tax communications fail.
• Reciprocity condition. Under Italian law, a non-EU national who is not legally resident in Italy may only take part in a company if Italians enjoy equivalent rights in their country, unless a treaty applies. The notary verifies this, so confirm it early for founders from countries without such a treaty.

1. Agree the articles (atto costitutivo and statuto), capital, directors and registered office.
2. Prepare foreign documents. Corporate shareholders provide a recent registry extract, articles and a board resolution appointing an attorney; individuals provide passports. Foreign documents are apostilled and translated into Italian, and the notary may require a sworn translation.
3. Pay the capital. Cash contributions are paid at signing — generally at least 25% for a multi-member SRL and in full for a single-member SRL or SRLS — evidenced to the notary by bank transfer or check.
4. Sign the notarial deed before an Italian notary, in person or via an attorney. For SRLs with cash contributions, some notaries can also handle incorporation by video conference.
5. Filing with the Registro delle Imprese. The notary files the deed through the ComUnica system, which also notifies the tax agency, INPS and INAIL. The company exists from registration.
6. Open the partita IVA and register the start of activity (SCIA where the activity needs it) through ComUnica.

Once registered, the company has a codice fiscale and a partita IVA (VAT number). Intra-EU trade needs inclusion in the VIES database. Key points for foreign-owned companies:

• IRES corporate income tax is 24% on taxable profit.
• IRAP, a regional tax on net production value, applies at a standard 3.9% that regions may vary.
• Electronic invoicing through the Sistema di Interscambio (SdI) is mandatory for domestic B2B and B2C invoices, so accounting software and a recipient code or PEC must be configured from day one.
• Payroll requires registration with INPS (social security) and INAIL (workplace insurance), and follows the applicable national collective labor agreement (CCNL).

Most foreign-owned SRLs appoint a local commercialista (accountant and tax adviser) to handle filings, as returns and e-invoicing are entirely Italian-language systems.

Italian banks normally require the codice fiscale and identification of all beneficial owners, the visura camerale (registry extract), the deed and articles, and evidence of the business and source of funds. Many expect to identify the legal representative in person. Approval and timing remain the bank's decision.

Each year an SRL must:

• approve the bilancio (financial statements) within 120 days of year-end, or 180 days where the articles allow and conditions are met;
• file it with the Registro delle Imprese within 30 days of approval;
• file IRES and IRAP returns and VAT returns, and pay the chamber of commerce diritto annuale;
• appoint a statutory auditor or board of auditors once size thresholds are exceeded;
• keep beneficial-owner information available and communicate it as Italian rules require, noting that the beneficial-owner register framework has been subject to litigation and change.

Italy suits businesses selling into its large consumer and industrial markets, manufacturing, design and fashion supply chains, or distribution in Southern Europe. The notarial system and Italian-language administration make setup more procedural than in some EU states, and e-invoicing requires early systems work.

Compared with Spain, both rely on notarial deeds and tax identification numbers for foreigners, but Italy adds the PEC, IRAP and the reciprocity check. Compared with France, an Italian SRL needs a notary where a French SAS does not. Choose based on where customers, suppliers and staff will actually be.