Setting up an Italian capital company with a foreign shareholder requires coordinated corporate, notarial, tax and compliance steps. The main options are: (i) S.r.l.: flexible structure based on quotas, generally suitable for closely held businesses; (ii) S.p.A.: share-based structure, typically used for larger or more complex investment projects.
The company is incorporated by public deed. The documentation must cover the company name, Italian registered office, corporate purpose, capital, contributions, governance structure, directors and representation powers. The foreign shareholder must provide documents proving its identity or legal existence, ownership structure and the powers of its representative. Depending on the country of origin, documents may require legalisation or apostille, together with an Italian translation.
Essential checklist
- Choice between S.r.l. and S.p.A.
- Italian registered office and corporate purpose
- Capital and contribution method
- Foreign shareholder’s corporate documents
- Powers of attorney and signing authority
- Legalisation or apostille and Italian translation, where required
- Directors and representation powers
- Notarial deed and articles of association
- Registration with the Italian Business Register
- Tax, accounting, banking and compliance set-up
Early coordination between the foreign investor, notary, accountant and legal advisers helps prevent delays and ensures that the company’s corporate, documentary and tax structure is properly aligned from the outset.
