Accountants and company formation in Italy

Setting up a company in Italy

To set up a company in Italy, a notary draws up the deed of incorporation and files it with the Registro delle Imprese (the Register of Enterprises kept by the Chambers of Commerce), and the company exists from the day it is entered there. This guide covers the legal forms, share capital, the tax code foreign founders need, VAT, corporate taxes, annual filings, residence routes and the professionals you will work with.

To set up a company in Italy: seven steps from the choice of form to the first filings

1. Choose the form: a sole trader business (ditta individuale), an S.r.l., an S.r.l.s., an S.p.A. or a branch of your foreign company.
2. Get a codice fiscale (Italian tax code) for the founders and directors the notary asks about.
3. Agree the deed and articles with an Italian notary, including capital, registered office, purpose and directors.
4. Pay in the capital as the Civil Code requires for your form.
5. Sign the public deed before the notary, who files it with the Register within ten days.
6. Complete the Comunicazione Unica, which also carries the tax, VAT and social security registrations.
7. Diarise the first year: VAT returns, the beneficial owner filing, payroll registration if you hire, and the annual accounts.

Choose the legal form: S.r.l., S.r.l.s., S.p.A., branch or sole trader

The form decides who answers for the debts. For an S.r.l. and an S.p.A., the Civil Code states that only the company answers for its obligations, with its own assets. A sole trader has no such shield: under article 2740 the debtor answers with all present and future assets.

S.r.l.

The S.r.l. is the form the firms on Accountanty name most often among those they set up (19 of the 82 firms in Italy). It may be formed by contract or by one person alone. Under article 2463, the deed states the capital, not less than ten thousand euro, and records each partner’s citizenship or, for a corporate partner, its State of incorporation, along with the registered office, the purpose and the people who will manage the company.

S.r.l.s. (società a responsabilità limitata semplificata)

Only natural persons can form an S.r.l.s. The deed must follow the standard model set by decree of the Minister of Justice, and its clauses cannot be changed. Capital is at least EUR 1 and below EUR 10,000, paid in full in cash on formation, and the name must include “società a responsabilità limitata semplificata”. A company cannot be one of its founders.

S.p.A.

A joint-stock company needs capital of at least fifty thousand euro, and work or services cannot be contributed as capital. Of the firms listed in Italy, 11 name the S.p.A. among the forms they handle.

Branch of a foreign company

A company formed abroad that opens a secondary office with stable representation in Italy follows Italian rules on publicity for that office. Under article 2508 it must publish the name, date and place of birth of each person who represents it in Italy, with their powers. The branch is not a new company: the foreign company stays the legal person behind it.

Sole trader (ditta individuale)

A natural person who carries on a commercial or industrial business enters the Register of Enterprises, as articles 2082 and 2195 provide, and the Revenue Agency asks sole traders to use form AA9/12 for VAT, while companies use AA7/10. Personal liability is the trade-off.

Capital: how much and how it is paid

For an S.r.l. with capital of EUR 10,000 or more, article 2464 requires at least 25% of the cash contributions, and the whole share premium, to be paid to the directors on signing; a single founder pays the whole amount. An insurance policy or a bank guarantee may replace that payment. Contributions in kind must be fully paid up and valued under oath by a statutory auditor.

An S.r.l. may also set its capital below EUR 10,000, at least one euro. In that case contributions are in cash and paid in full, and at least one fifth of each year’s profit goes to the legal reserve until reserve and capital together reach EUR 10,000. For an S.p.A., at least 25% of cash contributions is paid at a bank on signing.

The notarial deed and registration

Both the S.r.l. and the S.p.A. are formed by public deed before an Italian notary. Article 2330 requires the notary to file the deed within ten days with the Register office of the province where the registered office sits, and registration is requested at the same time. With registration the company acquires legal personality. Anyone who acts in its name before that date is liable without limit, jointly with the others, so contracts wait for the registry entry.

The filing goes through the Comunicazione Unica d’Impresa, an electronic file sent only to the Registro delle Imprese. It carries the Register application, the request for the codice fiscale and VAT number, the INPS registration and the INAIL insurance position, and, where the activity needs one, a SCIA notice for the municipal business desk (SUAP). This guide quotes no notary fees or official charges: ask the notary and your adviser for a written estimate.

Codice fiscale for foreign founders

Ask the notary early which founders and directors need an Italian tax code. The Agenzia delle Entrate says that people living abroad can request it from the Italian embassy or consulate in their country. They can also send form AA4/8 by certified e-mail (PEC) to an Agency office, or book an appointment at any territorial office. A non-EU national attaches a valid passport with a visa where one is required, or another listed identity document. Only the code issued by the Agency is valid.

VAT: registration and rates

A company registers for VAT through the Comunicazione Unica, within 30 days of starting the activity. The standard rate is 22%, with reduced rates of 4%, 5% and 10% for specific goods and services, and VAT is settled monthly or quarterly.

A foreign business with no Italian company has other routes. It must meet Italian VAT obligations if it also supplies consumers or non-commercial bodies without a VAT number; selling only to VAT-registered businesses established in Italy does not require registration. Then it chooses:

• Direct identification: for businesses in another EU country or in a third country with a reciprocity agreement, by filing form ANR/3 with the Agency’s operations centre in Pescara before the first taxable transaction.
• A fiscal representative: open to every non-resident, including non-EU businesses. The appointment must be made by public deed, registered private deed or a letter noted in a register, and for non-EU businesses the representative must meet set requirements and give a guarantee.
• A permanent establishment: registers for VAT like a resident business.

Firms that handle registrations and returns are listed under VAT in Italy.

How an Italian company is taxed

• IRES (corporate income tax): the Revenue Agency’s English page states a rate of 24%. Resident companies pay it on their income; non-resident companies pay it on income generated in Italy. A company is resident if its registered office, effective management or main business is in Italy for most of the tax period.
• The 2025 reduced rate: for the 2025 tax year only, the budget law provided a cut from 24 to 20% for companies that set aside at least 80% of their 2024 profit, invested in qualifying new capital goods and raised employment by at least 1%.
• IRAP (regional production tax): the standard rate is 3.9%, higher for banks, financial institutions and insurers, and regions may raise or lower it within the limit of 0.92%.
• Dividends to non-resident shareholders: profits paid on holdings not linked to an Italian permanent establishment carry a final withholding of 26%, which a tax treaty between Italy and the shareholder’s country may reduce.

Firms that file these returns are listed under tax compliance in Italy.

Beneficial owners

Companies with legal personality report their beneficial owners to the Chamber of Commerce. In an S.r.l. or S.p.A., the beneficial owner is the natural person who directly or indirectly holds more than 25% of the capital; if nobody does, control of votes, dominant influence and finally the powers of representation and management decide. A director signs the filing digitally: a special power of attorney is not allowed. At least one director therefore needs a digital signature, even when the whole board lives abroad.

Annual accounts, filing and the auditor

S.r.l. accounts go to the quotaholders within the period set in the deed and in any case within 120 days of the year end, and the directors file the approved accounts with the Register within thirty days of approval. Capital companies that, in their first year or for two consecutive years, do not exceed two of three limits (total assets EUR 4,400,000, revenue EUR 8,800,000, 50 employees) may file abbreviated accounts.

Under article 2477, an S.r.l. must appoint a control body or an auditor if it prepares consolidated accounts, controls a company subject to statutory audit, or exceeds for two consecutive years at least one of these limits: total assets of EUR 4 million, revenue of EUR 4 million or an average of 20 employees. The duty ends after three consecutive years below all three.

A branch files the foreign company’s own accounts, as published in its home State, in PDF/A format with a sworn or certified translation unless they are already in Italian. Firms that keep and audit the books are under accounting in Italy and audit in Italy.

Hiring staff

Before the first contribution deadline after the first hire, the employer asks INPS to open a contribution position, online, and receives a company number. Contributions fall due on the 16th of the month after the one they cover. Firms that run salaries are under payroll in Italy.

Residence routes for founders

Owning an Italian company is not a residence title. Three visa routes concern investors and founders from outside the EU, and the Ministry of Foreign Affairs’ consulates publish their conditions.

• Investor Visa for Italy: the Consulate General in London lists a minimum of EUR 2 million in Italian government bonds, EUR 500.000 in Italian corporate bonds or shares (reduced to EUR 250.000 for innovative start-ups), or EUR 1 million in projects of public interest. A committee issues the authorisation (Nulla Osta).
• Italia Startup Visa: for founders of an innovative start-up, a company formed not more than sixty months ago, not distributing profits and centred on innovative, high-technology products or services. The Consulate General in Chicago asks for a Nulla Osta from the Italia Startup Visa technical committee and proof of funds for the start-up of not less than Euro 50,000.
• Self-employment visa: an entrepreneur planning an activity significant for the Italian economy needs, among other papers, a declaration from the local Chamber of Commerce on the reference parameters and a Nulla Osta issued by the Questura within the previous 90 days.

Two personal tax regimes exist for people who move their tax residence to Italy: the regime for workers moving to Italy (impatriati) and the optional substitute tax for new residents on foreign income. The Agenzia delle Entrate sets the conditions and amounts, and its new-residents page itself announces a change made by the 2026 budget law, so read the current pages with your adviser. See residency and visas in Italy.

Licensed professionals: commercialista and revisore legale

Italian law protects the titles. Under Legislative Decree 139/2005, dottori commercialisti and esperti contabili must be entered in the Albo to practise, and only members of Section A may call themselves “commercialista”. The national council’s website offers a search of the Albo by name. Statutory audit is reserved to people and firms entered in the Register of statutory auditors (Registro dei revisori legali). Before you sign an engagement, check the name you are given in the relevant register.

Mistakes to avoid

• Signing contracts before registration. Whoever acts for the company before it is entered in the Register is personally liable.
• Founding an S.r.l.s. with a company. Only natural persons can form one.
• Leaving the codice fiscale to the last week. A request made from abroad goes through an Italian consulate.
• No digital signature on the board. A director signs the beneficial owner filing, and a special power of attorney is not accepted.
• Assuming a branch files its own balance sheet. It files the parent’s accounts, translated.

Finding help in Italy

In Italy, Accountanty lists 82 firms, of which 66 are accounting firms, 10 are law firms and 6 are corporate services providers. Of these, 68 state a focus on foreign clients and 52 offer company formation. Most are in Milan (45), followed by Rome (20) and Turin (15). English is offered by 74 firms, French by 15 and Spanish by 11. For a business account, 12 list bank account assistance, though each bank makes its own checks.

The page on company formation in Italy explains how to compare providers and what a quote should contain, and firms used to non-resident clients are under accountants for foreign clients in Italy. When your plans are clear, send one free quote request: Accountanty reviews it and forwards it to firms able to help you set up a company in Italy.