Incorporation of Italian Companies with Foreign Shareholders
You focus on the business. We handle the deed, the apostilles, and the Chamber of Commerce — from anywhere in the world.
Foreign nationals can legally incorporate a company in Italy — including SRL and SPA structures — through a notarial deed. The process requires a Tax Code (Codice Fiscale), a registered address, and certified shareholder documents. A licensed Italian notary oversees the entire procedure.
Why Italy Is a Strategic Entry Point for Foreign Investors
Key Takeaway: Italy offers foreign shareholders full ownership rights in Italian companies, with no nationality restrictions under EU and international investment law.
Italy is one of Europe’s largest economies and a gateway to EU markets, manufacturing hubs, and high-value real estate. Entering the Italian market through a properly structured legal entity is not just advisable — it is essential for tax compliance, liability protection, and commercial credibility. Foreign nationals face a specific challenge: Italian corporate law requires company formation to be completed before a licensed Italian Notary (Notaio). No online-only registration. No self-certification. This is where expert notarial guidance becomes a competitive advantage.
What Types of Italian Companies Can Foreign Shareholders Establish?
Key Takeaway: The SRL (Ltd equivalent) is the default vehicle for most international clients — flexible governance, limited liability, and low minimum capital.
| Company Type | Min. Capital | Best Suited For | Notarial Deed | Recommended |
|---|---|---|---|---|
| SRL (Ltd equivalent) | €10,000 25% at deed | SMEs, holding companies, startups | ✓ Required | ★ Most Common |
| SRL Semplificata | €1 Age ≤35 only | Early-stage ventures | ✓ Required | — |
| SPA (PLC equivalent) | €50,000 | Large-scale investment, listed entities | ✓ Required | Large scale |
| Branch Office | — | Foreign company Italian operations | ✓ Required | — |
| Sole Proprietorship | — | Freelancers, individual traders | ✗ Not required | — |
Critical distinction for foreign investors: An SRL is the default vehicle for most international clients. It offers limited liability, flexible governance, and proportional shareholding — making it the optimal structure for real estate holding, import/export, or operational subsidiaries.
The Role of the Italian Notary in Company Formation
Key Takeaway: Under Italian law, no company can be incorporated without a notarial deed (atto costitutivo). The Notary authenticates the deed, verifies shareholder identity, and files directly with the Companies Register (Registro delle Imprese).
The Italian Notary (Notaio) is a public official — not a private attorney. Their function is to guarantee the legal validity of the incorporation act and to act as an impartial guarantor between all parties.
Specifically, the Notary:
- Drafts and authenticates the deed of incorporation (atto costitutivo) and articles of association (statuto)
- Verifies the identity and legal capacity of all shareholders, including foreign nationals
- Confirms the legality of the corporate purpose under Italian and EU law
- Files the deed with the Rome Chamber of Commerce (Camera di Commercio)
- Obtains the company's Tax Code (Codice Fiscale) and VAT number (Partita IVA)
Without this step, no Italian company exists in the eyes of the law.
Can You Incorporate Remotely?
Key Takeaway: Yes — through a notarial Power of Attorney, foreign shareholders can authorise a representative to sign the incorporation deed in Italy on their behalf. The POA itself must be notarised and apostilled in the country of origin.
Remote incorporation is legally valid and widely used by international clients. The process works as follows:
Documents Required from Foreign Shareholders
Key Takeaway: Foreign shareholders must provide certified and apostilled identity documents before the notarial deed can be executed. Requirements vary by country of origin and entity type..
For individual foreign shareholders:
- Valid passport (certified copy)
- Codice Fiscale (Italian Tax Code — obtainable remotely via the Italian Consulate or in person)
- Proof of residential address (apostilled or certified as required)
- Notarised and apostilled power of attorney (if signing remotely)
For foreign corporate shareholders:
- Certificate of good standing (apostilled, issued within 6 months)
- Articles of incorporation and statutes (official translation into Italian required)
- Board resolution authorising the Italian investment (notarised and apostilled)
- Representative's passport and proxy documentation
The Apostille Requirement: Documents issued outside Italy must carry an Apostille under the 1961 Hague Convention — or, for non-signatory countries, must follow the legalisation procedure through the Italian Consulate. This is a mandatory step that many foreign investors underestimate.
Post-Incorporation: What Happens After the Deed
Key Takeaway: After notarial registration, the company must open a corporate bank account, register with INPS (if hiring staff), and appoint a statutory auditor if required by its capital or activity.
Incorporation is the beginning, not the end. Once the notarial deed is filed and the company appears in the Registro delle Imprese, the following steps apply:
- Corporate bank account opening (required before operational activity)
- VAT registration and commencement of accounting obligations
- INPS registration (if the company employs staff in Italy)
- Appointment of a Board of Auditors (Collegio Sindacale) — mandatory for SPA and larger SRLs
- Annual reporting to the Chamber of Commerce
Our notarial office coordinates directly with your tax advisors and accountants to ensure a seamless handover after registration.
Why Choose a Specialist Notary for Your Italian Company Formation?
Studio Notarile Cerini — based in Rome — has extensive experience in corporate incorporation for international clients across the USA, UK, UAE, Germany, and beyond. Our service is conducted entirely in English, with direct communication at every stage.
We do not outsource. We do not delegate critical steps. Every deed is personally supervised by Notary Nicola Giovanni Cerini, a licensed Italian Notary registered with the Consiglio Nazionale del Notariato.