Italy Company Formation and Registration 2025

1. Legal Framework

• The Italian Civil Code
• Legislative Decree No. 58/1998 (for financial markets)
• Legislative Decree No. 231/2007 (AML)
• Applicable EU regulations and directives

2. Common Types of Companies

• Società a responsabilità limitata (S.r.l.) – Limited Liability Company
• Società per azioni (S.p.A.) – Joint-Stock Company
• Branch Office – Extension of a foreign company
• Representative Office – For market research or liaison; cannot conduct commercial activity

3. Minimum Capital Requirements

• S.r.l.: Minimum share capital is €1.00 (with certain limitations below €10,000)
• S.p.A.: Minimum share capital is €50,000
• Branch Office / Representative Office: No specific capital requirement

4. Shareholders and Directors

• S.r.l. and S.p.A.:
  • Minimum one shareholder
  • Shareholders can be individuals or legal entities, Italian or foreign
  • Directors do not need to be Italian residents
  • Corporate directors are allowed

5. Registration Process

• Name Check and Reservation (optional)
• Drafting of Articles of Association and Memorandum of Incorporation
• Execution Before a Notary Public in Italy
• Registration with the Companies Register (Registro delle Imprese) at the Chamber of Commerce
• Obtaining a Tax Code (Codice Fiscale) for shareholders and directors
• VAT Number and Tax Registration with Agenzia delle Entrate
• INPS and INAIL Registration (for employees)

6. Timeline

• Typical incorporation time: 7 to 15 business days

7. Taxation

• Corporate Income Tax (IRES): 24%
• Regional Tax on Productive Activities (IRAP): Generally 3.9%
• Withholding Taxes:
  • Dividends to foreign shareholders: 26% (reduced under tax treaties or EU Parent-Subsidiary Directive)
  • Interest and royalties: subject to withholding tax (varies by type and treaty)

8. Accounting and Reporting

• Annual financial statements must be:
  • Prepared according to Italian GAAP or IAS/IFRS (if listed)
  • Filed with the Companies Register
• Statutory audit required if thresholds exceeded (e.g. turnover, assets, number of employees)

9. Bank Account

• Required for capital deposit and ongoing business operations
• Banks may require in-person verification and extensive due diligence

10. Employment and Social Security

• Employment contracts must comply with Italian labor law.
• Registration with:
  • INPS (social security)
  • INAIL (accident insurance)
• Payroll must be managed according to Italian compliance rules.

11. Compliance

• Anti-Money Laundering (AML) obligations.
• Ultimate Beneficial Owner (UBO) registration is mandatory.
• Data Protection: Compliance with GDPR.