Company Incorporation in Italy for Foreign Investors
Establishment of companies, mergers, and acquisitions for Italian and foreign companies.
An Italian notary is legally required to incorporate an SRL, SPA, or branch office in Italy. Notary Nicola Giovanni Cerini, based in Rome, provides end-to-end corporate and commercial law services for foreign entrepreneurs — from drafting bilingual Articles of Association to registering the company with the Italian Business Register.
Specialized Notarial Services for International Clients
Setting up a company in Italy requires a public notarial deed — there are no exceptions for SRL, SPA, or branch office structures. Notary in Italy guides foreign entrepreneurs through every legal step, in English, with full transparency on costs and timelines.
- A notary-executed deed of incorporation (Atto Costitutivo) is mandatory for all limited-liability companies in Italy.
- 100% foreign ownership is permitted for both SRL and SPA structures — no residency requirement.
- Incorporation can be completed remotely via a notarized and apostilled Power of Attorney.
- Total notarial and registration costs typically range from €1,500 to €3,000 for a standard SRL.
- Timeline: 10–20 business days with a complete, apostilled document set.
Why Foreign Investors Choose Italy for Company Formation
Italy is the EU’s third-largest economy and grants full access to the European single market — 27 countries, tariff-free trade, harmonized regulations. Key structural advantages for foreign entrepreneurs include:
- No residency requirement for directors or shareholders in SRL and SPA structures.
- 100% foreign ownership permitted without restrictions.
- EU legal framework with strong creditor and minority shareholder protections.
- Strategic Mediterranean location connecting North America, the Middle East, and Northern Europe.
- Incentive programs including Smart&Start Italia (zero-interest loans up to 80%) and the Scaleup Act 2024 (up to 65% tax deductions for investors in high-tech companies).
The Role of the Notary: Under Italian law, the notary is the sole public officer authorized to execute and certify the Atto Costitutivo e Statuto (Articles of Association and By-laws). The company has no legal existence until the notary files the deed with the Registro delle Imprese.
Choosing the Right Legal Structure: SRL vs SPA vs Branch Office
The choice of legal entity determines your liability exposure, capital requirements, governance model, and ongoing compliance obligations. The table below compares the three structures most relevant to foreign investors.
| Feature | SRL Società a Responsabilità Limitata |
SPA Società per Azioni |
Branch Office Sede Secondaria |
|---|---|---|---|
| Minimum Capital | €1 (simplified) / €10,000 (standard) | €50,000 | None (linked to parent) |
| Legal Personality | Independent entity | Independent entity | Extension of parent company |
| Shareholder Liability | Limited to capital contribution | Limited to shares held | Parent fully liable |
| Foreign Ownership | 100% permitted | 100% permitted | N/A — extension of foreign parent |
| Notary Fees | €1,500–€3,000 | €3,000–€6,000 | €1,000–€2,500 |
| Typical Timeline | 10–20 business days | 15–30 business days | 10–20 business days |
| Best For | SMEs, startups, joint ventures | Large capital, public funding, IPO plans | Market testing, no local subsidiary needed |
Note for U.S. and UAE investors: An SRL is functionally equivalent to a U.S. LLC. An SPA is comparable to a C-Corporation or a UK PLC. The branch office carries the full liability of the parent — consult our office before choosing this route.
The Incorporation Process: Step by Step
From document preparation to the first business day of legal operation, here is the complete roadmap our notarial office manages on your behalf.
1 Preliminary Consultation & Structure Assessment
We analyze your business model, shareholder structure, and Italian tax exposure to identify the optimal legal entity. This consultation is conducted in English and can be completed remotely via video call.
2 Document Preparation & Apostille
Foreign shareholders must provide apostilled identity documents and, where applicable, apostilled certificates of incorporation for corporate shareholders. All foreign-language documents require certified Italian translation. We coordinate directly with your translators or provide referrals.
- Valid passport (apostilled if required by jurisdiction)
- Italian tax code (Codice Fiscale) — obtainable from Italian consulates abroad
- Proof of registered office in Italy (physical, serviced, or virtual office)
- Beneficial ownership declaration (EU AML Directive requirement)
3 Drafting the Atto Costitutivo e Statuto
Our office drafts the Articles of Association and By-laws in Italian, with a bilingual (Italian–English) version for international shareholders. The statuto defines governance rules, profit distribution, share transfer restrictions, and the company’s corporate purpose (oggetto sociale).
4 Notarial Deed Execution
Shareholders sign in person before the notary, or via a notarized and apostilled Power of Attorney — eliminating the need to travel to Italy. The notary certifies legal compliance of all documents before executing the public deed.
5 Registration with the Registro delle Imprese
Within 20 days of deed execution, we file the Comunicazione Unica with the local Chamber of Commerce. This single filing simultaneously registers the company with: the Business Register, INPS (social security), INAIL (workplace insurance), and the Revenue Agency (Agenzia delle Entrate).
6 VAT Number & Tax Code Activation
The Partita IVA (VAT number) is typically issued on the same day the Comunicazione Unica is filed. Companies engaging in intra-EU trade must also register with the VIES system for cross-border VAT compliance.
7 Corporate Bank Account Opening
A minimum 25% of the subscribed share capital must be deposited before incorporation. We coordinate with Italian banking partners for account opening. Note: most Italian banks require at least one company representative to be physically present for account conversion after registration.
Mergers, Acquisitions & Corporate Restructuring
Beyond incorporation, Notary in Italy provides full notarial support for complex corporate transactions involving Italian and foreign entities.
Share Transfers & Quota Assignments
Transfer of SRL quotas must be certified before a notary under Italian law. We handle the execution of share transfer deeds (atti di cessione di quote), including due diligence support and registration with the Business Register.
Corporate Mergers & Demergers
Italian mergers (fusioni) and demergers (scissioni) require notarial certification at multiple stages. We coordinate with your corporate counsel and tax advisors to ensure full compliance with the Italian Civil Code (Articles 2501–2506).
Capital Increases & Amendments to By-laws
Any amendment to the Statuto — including capital increases, changes to the corporate purpose, or governance modifications — requires a new notarial deed and re-registration.
Cross-Border Transactions
We have specific expertise in transactions involving foreign parent companies, dual-jurisdiction shareholder agreements, and apostille chains across U.S., U.K., German, and UAE jurisdictions.
Notarial Fees & Total Incorporation Costs
Italian notarial fees are regulated and calculated as a percentage of the share capital, with additional fixed government charges. Below is a realistic cost breakdown for a standard SRL incorporation with a foreign shareholder.
| Cost Item | Indicative Amount | Notes |
|---|---|---|
| Notary fee (onorario notarile) | 0.86%–6.9% of share capital | Scales with capital; minimum ~€800–€1,200 |
| Trade Register filing fee | ~€520 | Fixed government fee |
| Stamp duty (imposta di bollo) | €156 | Due within 20 days of incorporation |
| Government concession tax | €309.87 | For capital below €516,456 — authentication of corporate books |
| Corporate & accounting books | ~€123 | €16/100 pages + €25 registration per book (3 books) |
| Certified PEC email address | ~€5 | Mandatory for all Italian companies |
| Document translation & apostille | €300–€800 | Variable — depends on country of origin and number of shareholders |
| Estimated Total (SRL) | €1,500–€3,000 | Excluding share capital deposit and corporate bank fees |
Important: The above figures are indicative estimates. Your final notarial fee quote will be provided in writing following the preliminary consultation. Costs for SPA structures range from €3,000 to €6,000 due to higher capital requirements and more complex governance documentation.
Apostille, Legalisation & Document Requirements for Foreign Shareholders
This is where most foreign incorporations experience delays. Documents from non-EU countries must be apostilled under the Hague Convention (1961) or legalized through the relevant embassy chain. Italy is a signatory to the Hague Apostille Convention.
Documents Required from Foreign Shareholders
- Valid passport — apostilled if required by your jurisdiction
- Codice Fiscale (Italian Tax ID) — obtain from your nearest Italian consulate or embassy before arrival
- Proof of address (utility bill, bank statement — translated into Italian)
- If the shareholder is a company: apostilled Certificate of Incorporation + apostilled extract from the companies register of the country of origin
- Ultimate Beneficial Owner declaration (EU AML requirement for all shareholders holding >25%)
Remote Incorporation via Power of Attorney
Foreign shareholders who cannot travel to Italy can execute the incorporation deed through a notarized and apostilled Power of Attorney granted to a representative in Italy. This POA must:
- Be executed before a notary in your home country
- Carry an apostille issued by the competent authority of your country
- Be accompanied by a certified Italian translation
- Specifically authorize the representative to execute the deed of incorporation on your behalf
Our office prepares the POA template in Italian and English, which you sign before your local notary. We coordinate the entire apostille chain.
Country-specific note: U.S. residents use a state notary + state Secretary of State apostille. UK residents use a solicitor/notary + FCO apostille. UAE residents must legalize through the UAE Ministry of Foreign Affairs and the Italian Embassy in Abu Dhabi or Dubai.
Ready to Incorporate Your Company in Italy?
Book a preliminary consultation with Notary Cerini's team — in English, with no obligation. We will assess your structure, confirm your document requirements, and provide a written fee estimate within 48 hours.
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