Most American companies discover Italy twice: once when they see the opportunity, and again when they meet the paperwork. Italian corporate law is notarial, formalistic and unforgiving of shortcuts — but it is entirely navigable when someone who practises on both sides runs it for you. We set up the vehicle, we paper the relationships, and we make sure the structure you build in month one still works in year five.
Choosing the vehicle before you spend a euro
The choice between an S.r.l., an S.r.l.s., a branch (sede secondaria) and a simple representative office is not cosmetic: it decides your tax exposure, your director liability, your VAT position and how visible your US parent becomes to the Italian authorities.
We start with a structure call, not a form. You tell us what the Italian activity actually is — selling, manufacturing, hiring, holding property, testing the market — and we tell you the cheapest lawful structure that supports it, with the real cost of each option in writing.
- S.r.l. — the workhorse limited company, €10,000 nominal capital, as little as €1 paid in for the simplified form
- Branch of a US corporation — no separate legal personality, but full Italian bookkeeping and registration
- Representative office — cheap and quick, but strictly non-commercial
- Italian holding structures and joint ventures with an Italian partner
Incorporation, without the trip
An Italian company is born in front of a notary. That does not mean you have to be there. We obtain your codice fiscale, prepare a bilingual power of attorney for your US notary and apostille, and appear at the deed on your behalf.
After the deed we handle the Chamber of Commerce filing, the VAT number, the certified email address (PEC), the digital signature for your directors, INPS and INAIL registration, and the opening of the corporate bank account — the step that trips up more foreign founders than anything else.
- Codice fiscale for every shareholder and director
- Bilingual articles of association and shareholders' agreement
- Power of attorney so you never board a plane
- Chamber of Commerce, VAT, PEC and digital signature
- Bank account introduction and anti-money-laundering file
The contracts that decide the outcome
Italian law rewrites more of your contract than you expect. Agency agreements carry mandatory termination indemnities. Distribution relationships can be recharacterised. Non-competes are void unless they are paid for, limited in time and geography, and in writing.
We draft and negotiate in English and Italian, with the governing-law and jurisdiction clauses chosen because they will actually work — not copied from a US template that an Italian judge will simply set aside.
- Distribution, agency, franchising and supply agreements
- Manufacturing, private-label and Made-in-Italy supply chains
- Commercial leases and industrial site agreements
- NDAs, IP assignments and trade-mark filings in the EU
- GDPR compliance, data-processing agreements and privacy policies
People, payroll and the things that get expensive later
Hiring in Italy means adopting a national collective agreement (CCNL), and the one you pick governs pay, notice, sick leave and severance for everyone you employ. Getting it wrong is a liability that accrues quietly for years.
We advise on the correct CCNL, draft the employment and consultancy contracts, structure the treatment of employees seconded from the US, and defend the company when a relationship ends badly.
Questions we are asked about this
Do I have to come to Italy to open the company?
No. With a power of attorney signed before a US notary and apostilled, we appear before the Italian notary for you. Most of our American clients incorporate without leaving their state.
How long does it take?
From complete documents to a registered company with a VAT number, two to four weeks is normal. The bank account is usually the slowest step and depends on the bank's compliance review of the US parent.
Can my Italian company be owned entirely by my US LLC?
Yes. A wholly foreign-owned S.r.l. is ordinary and unremarkable in Italy. We will flag the transfer-pricing and permanent-establishment questions that come with it.