Corporate Services

Establish a Branch or a Representative Office in Italy

The opening of an Italian Branch or Representative Office is a service aimed at foreign companies that have their head office outside Italy. 

Speed

The incorporation process will be fast and easy: we ensure the existence of the legal entity within 5 working days of receipt of the information and documentation requested from the client

“Turnkey” service

We carry out all the legal and administrative formalities on behalf of the client in order to provide a "turnkey" service

Dedicated assistance

A member of the Eteria team will be at your disposal during the entire incorporation process: he will answer your questions and keep you updated on developments during the procedure

Flexibility

The client may decide to travel to Milan to meet our team and complete the process of setting up the company; or he may decide to follow the process remotely, without travelling and at no additional cost

Post-incorporation services

Once the incorportation process has been completed, we will be pleased to offer the client a wide range of services to ensure that the functioning and management of the new structure is compliant with Italian law

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Invest in Italy

We are known for our ability to manage relations with foreign entities that intend to invest in Italy. We also provide advice and support in tax matters, analysing with the client the benefits provided by the Italian legal system

Services included

  • Full assistance during the process relating to the drafting of the documents required for the establishment of the legal entity
  • Assignment of the tax code (codice fiscale) for all shareholders and directors of the legal entity
  • Drafting of contractual documentation in two languages (Ita-Eng)
  • Drafting of the PoA text to be formalised abroad (if required)
  • Stipulation of the notarial deed at the Italian notary's office, issue of the certificate of stipulation and registration of the legal entity in the Italian Register of Companies
  • Activation of PEC certified e-mail for the legal entity
  • Attribution of the VAT number for the legal entity
  • Inclusion of the VAT number of the legal entity in the VIES archive
  • Provision of the notice of start of the legal entity's activities
  • Preparation of the dossier containing the documentation, including the certificate from the Chamber of Commerce (visura camerale) in double language (Ita-Eng) with all the data of the legal entity
  • Full assistance in the process of opening a bank account for the legal entity

Additional services

* The Italian tax code (codice fiscale) is the identification system for natural and legal persons in all relations with public bodies and administrations.
Certified electronic mail (PEC) is an electronic mail system through which the sender is provided with electronic receipt, with legal value, certifying the sending and delivery of computer documents.
The VAT number is a code that identifies the "taxpayer", i.e. who is required to pay the taxes and duties established by law.
In order to be able to carry out intra-Community transactions, VAT subjects must be included in the Vies (VAT information exchange system) archive.
The certified start of business report (SCIA) allows companies to start their business activity.
The certificate of the Chamber of Commerce (Visura Camerale) is an information document with all the details concerning the company.

 

Which corporate structure to choose?

Our team has consolidated experience in opening subsidiaries, branches and representative offices in Italy and is able to assist clients in choosing the most suitable structure to offer the company long-term growth prospects, taking full advantage of the benefits provided by Italian law.

 

Subsidiary

The Subsidiary is an Italian new company fully owned by the parent company, but legally independent from a tax and asset liability point of view. It can carry out any commercial activity

Branch

The Branch is a permanent establishment that carries out the same (or similar) activity to that of the parent company. It is independent of the parent company only from a tax point of view, while the parent company retains full responsibility for its assets and legal proceedings

Representative Office

The Representative Office is a structure that does not enjoy legal and tax autonomy. It cannot carry out any business activity, as it can only promote the entrepreneurial activity of the parent company through market analysis and collection of preparatory information for the parent company's entry into the Italian market

 

 

How to open an Italian Branch or Representative Office?

The procedure for the opening of an Italian Branch is completed by the notary public, who is responsible for filing the relevant documentation with the Chamber of Commerce for the purpose of registering the Branch in the competent Company Register. With the registration in the Register of Companies, the Branch comes into existence and can start its activity.

The procedure for the opening of an Italian Representative Office is carried out with the collaboration of the notary public, who is responsible for the sworn translation of the foreign documentation from the parent company and for informing the Chamber of Commerce of the opening of the Office. With the registration in the Register of Companies, the Representative Office comes into existence and can start its activity.

 

What is the minimum share capital required?

The Branch and the Representative Office do not have a share capital and therefore there is no obligation to make any initial payment.

 

Who can open an Italian Branch or Representative Office?

Any foreign EU or non-EU company can open a Branch or Representative Office, provided that the condition of reciprocity is respected.

The operation of a non-EU entity in Italy is automatically verified by our team during the preliminary phase of the incorporation procedure without additional costs.

 

What activities can an Italian Branch or Representative Office carry out?

The Branch can carry out, in whole or in part, the same business activity as the parent company. In specific situations, the opening of a Branch is mandatory, such as when the parent company has to participate in Italian tenders.

Differently from the Branch, the Representative Office cannot carry out any business activity, but can only promote the business activity of the parent company, through market analysis, research of clients/suppliers and collection of preparatory information for the parent company's entry into the Italian market. Other possible activities include those aimed at facilitating the obtaining of the necessary work visas and residence permits for the employees of the parent company.

 

Do the Branch and the Representative Office have to have a registered office in Italy?

Both the Branch and the Representative Office must inform the Register of Companies of the address of their respective registered office, which must be established in Italy.

Eteria provides the address of the registered office in the centre of Milan (50 meters from Piazza Affari, 250 meters from Piazza Cordusio, 500 meters from Piazza Duomo) through the domiciliation service. Discover more >

 

Tax point of view

The Italian subsidiary 100% controlled by the parent company has full legal and tax jurisdiction in Italy. This means that before the dividends can be distributed to the parent company it must fully fulfil all Italian tax liabilities, including any taxation on outbound dividends. The dividend distributed abroad will then be taxed according to the tax regulations of the destination country, which may grant a credit for taxes paid abroad. In the analysis of the tax aspects related to the distribution of dividends from the Italian branch to the parent company, the possible presence of a Double Taxation Convention and the possible applicability of the "Parent-Subsidiary Directive", which applies to relations between EU countries in order to eliminate double taxation on transactional dividends, will also have to be checked.

The Branch, from a tax point of view, is a real taxable entity, completely independent from the parent company. This means that the Branch is obliged to pay taxes on income produced in Italy in the same way as an Italian limited company is taxed. It is important, before establishing a Branch, to verify any differences between domestic and foreign regulations and the possible presence of a Double Taxation Convention signed by the two States.

The Representative Office does not enjoy legal autonomy, not even from a tax point of view: this means that it is not subject to payment of taxes in Italy.

Read more in our fiscal guide

It is always of fundamental importance to analyse and evaluate the tax profile by verifying each specific case. We have a highly specialised team that allows us to provide the client with all the necessary assistance in tax matters. Discover more >

 

 Check our Guidelines to find out more

We will be pleased to answer all your questions without any obligation

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