Setting up a company

The Subsidiary is an independent legal entity under Italian Law that is wholly or partly controlled by a foreign investor.

The foreign investor wishing to establish a subsidiary in Italy normally creates a new company by choosing one of the main legal forms provided for in the Civil Code:
•   Public limited company (Società per Azioni or S.p.A.) - Its incorporation requires a minimum capital of € 50,000 (art. 2327 of the Civil Code)
•    Limited liability company (Società a responsabilità limitata or S.r.l.) - The incorporation of Limited liability companies requires a minimum capital of € 10,000. Limited liability companies can also be incorporated with a contribution below € 10,000 (with a minimum value of € 1). In this case, the company is obliged to set aside an amount equal to at least one-fifth of the net profit of the balance sheet, which will remain until the reserve and the capital reach the amount of € 10,000. The reserve may only be used for capital allocation and to cover any losses, with the obligation to replenish it if it is reduced. (Article 2463 of the Civil Code).

The branch does not act as an independent legal entity, but as an extension of the parent company. The parent company is responsible for its operations, but the branch's income is taxed in the country where the business is conducted.

The Representative office is not a legal entity independent of the foreign parent company and can only be involved in non-commercial activities such as contacting potential customers, market analysis and gathering information to facilitate the foreign investor's entry into the Italian market.
The Representative office must be registered with the local Chamber of Commerce.

An Innovative Startup is a young company, operating for less than 5 years, with a high technological content and strong growth potential.

Legislative Decree 179/2012 defines the requirements that a company must meet to be considered an Innovative Startup and provides for a series of favourable measures aimed at promoting sustainable growth, technological development, new entrepreneurship and employment, particularly for young people.

The italian market has been open to significant foreign ownership. Approximately 20% of turnover, 17% of value add, 30% of export, 50% of import generated in the Italian market are accounted for by companies under foreign ownership (Source: Third Report of the Foreign Companies Observatory of Confindustria and Luiss University) and in-bound M&A volumes have been high relative to peers (Source: London School of Economics). From time to time, the Italian State may impose constraints in strategic industries in line with similar practices in most advanced countries. The Sportello Unico (the one-stop-shop for foreign investors) will not be involved in M&A sourcing, but will support post-acquisition expansion and investment plans as required.