Setting Up a New SRL Company in Italy with a Foreign Shareholder

1. Preliminary Assessment – Together with the Chartered Accountants of Studio Bottero

Before proceeding, it is necessary to define: The corporate structure (typically Limited Liability Company (SRL) or Joint Stock Company (SPA)); The ownership structure (individual shareholders or corporate shareholders); Directors and legal representatives; The business activity to be carried out and the relevant ATECO code; Any licenses, permits, or regulatory authorizations that may be required.

2. Verification of Foreign Shareholder Requirements

If the Shareholder is an EU Citizen

EU citizens may freely incorporate and participate in Italian companies without the need for special authorizations.

If the Shareholder is a Non-EU Citizen

The following aspects must be verified: Compliance with the principle of reciprocity; Any residence permit requirements (if resident in Italy); Valid identification documents.

3. Obtaining an Italian Tax Code (Codice Fiscale)

All foreign shareholders and directors must obtain an Italian Tax Code prior to incorporation.

Studio Bottero can assist with the application process through the Italian Revenue Agency (Agenzia delle Entrate).

4. Preparation of Corporate Documentation

The following documents must be prepared: Articles of Association; Deed of Incorporation; Shareholding structure; Powers of the directors; Registered office details; Corporate purpose and business activities.

If the shareholder is a foreign company, the following documents will generally be required: Company Extract / Certificate of Incorporation; Current Articles of Association; Board Resolution authorizing the investment; Certified translation, where required.

5. Anti-Money Laundering (AML) Compliance and Identification of the Ultimate Beneficial Owner (UBO)

The Italian Notary Public (and subsequently the bank when opening the company bank account) will carry out: Identification of shareholders; Verification of the source of funds; Identification of the Ultimate Beneficial Owner (UBO); International AML and sanctions checks.

6. Incorporation Before an Italian Notary

An SRL must be incorporated through a notarial deed.

The incorporation may take place through: Physical attendance before the notary; or Notarial videoconference, where permissible and technically feasible.

7. Payment of Share Capital

As the shareholder(s) are foreign, the share capital must be transferred to the bank account designated by the Notary Public before incorporation.

Once the company’s bank account has been opened, the deposited amount will be transferred to the company account.

8. Registration with the Companies Register and VAT Number Application

Following execution of the incorporation deed: Registration with the Italian Revenue Agency; Issuance of the Italian VAT Number (Partita IVA); Registration with the Italian Companies Register (Registro delle Imprese); INPS and INAIL registrations through the Unified Communication Procedure (Comunicazione Unica).

Registration with the Companies Register is essential for the company to acquire legal personality.

9. Activation of Certified Email (PEC) and Digital Signature

Studio Bottero assists clients with all necessary steps, including: Activation of the company’s Certified Email Address (PEC); Obtaining the director’s Digital Signature; Preparation of any required operational delegations or powers of attorney.

10. Opening an Italian Corporate Bank Account

Once the company has been incorporated, an Italian corporate bank account must be opened.

Banks generally require: Deed of Incorporation; Companies Register Extract (Visura Camerale); Identification documents of the directors; Information regarding the Ultimate Beneficial Owner and the source of funds.

Thanks to its extensive experience with international clients, Studio Bottero is able to provide support and assistance in dealing with Italian banking institutions and satisfying their compliance requirements.

11. Post-Incorporation Requirements

Depending on the nature of the business activity, Studio Bottero will assist you in launching your operations in Italy, including: Filing of the SCIA (Certified Notification of Business Commencement) with the local SUAP office; Obtaining municipal licenses and permits; Registration with professional bodies and registers, where applicable; Opening INPS and INAIL positions for employees.