Which vehicle, what incorporation requires, and why an Italian company can also be your route to the investor visa.
Company formation in Italy is quick by European standards once the decisions are made, and slow if they are not. The structure is chosen at the notary and is expensive to change afterwards, so the work that matters happens before the deed rather than at it.
This page covers what the vehicles are, what incorporation actually requires, and two things that catch foreign founders in particular: the reciprocity condition, and the difference between a company as a business and a company as a qualifying investment.
Three forms cover almost everything.
The SRL, a private limited company, is the default and the right answer for most operating businesses and holding structures. Minimum capital is ten thousand euro, of which a quarter is paid in on incorporation; it can also be formed with capital from one euro to just under ten thousand, in which case the whole amount is paid in cash and part of the annual profits must be set aside until the ordinary threshold is reached.
The simplified SRL is a lighter version, reserved to individuals, with a standard constitution that cannot be modified. Cheap to form and inflexible by design, it is a poor vehicle for anything with more than one stakeholder or any plan to bring in investors.
The SPA, a joint stock company, requires fifty thousand euro of capital and heavier governance. It is the right form where shares must be freely transferable, where there will be several classes of shareholder, or where the business is heading for outside investment.
There is also the branch, a secondary establishment of a foreign company rather than a separate entity. It does not limit the parent's liability and brings the foreign company itself into Italian filing and tax obligations: it suits a genuine extension of an existing business, and rarely anything else.
Company incorporation in Italy is by notarial deed. The founders, or a representative acting under a power of attorney, appear before an Italian notary who draws up the constitution and by-laws, verifies identity and capacity, and confirms that the capital has been paid in as required.
The notary then files with the Register of Companies through the Chamber of Commerce, and the company acquires legal personality on registration, not on signature. In parallel the company obtains its tax code and VAT number, registers with the social security and accident insurance bodies if it will have employees, and opens a bank account, which in practice has to be arranged early because the capital has to be deposited somewhere.
This is the point foreign founders are least likely to have been told, because it is usually discussed only in relation to buying property.
The reciprocity condition in Italian law is not confined to real estate. It governs the enjoyment of civil rights by foreign nationals generally, which includes holding shares in an Italian company. A national of a country that does not extend equivalent rights to Italians can therefore meet the same obstacle at the notary when incorporating that they would meet when buying a flat.
EU nationals are unaffected. Non-EU nationals lawfully resident in Italy are in practice treated as outside the check. And holders of the investor visa are exempt by statute, under the provision added to the Immigration Act in 2020.
Equity in an Italian company is a qualifying investment for the investor visa. Italian real estate is not.
That asymmetry produces a sequence worth knowing. An investor whose real objective is a house in Italy, and whose nationality raises a reciprocity problem, cannot solve it by buying the house. They can solve it by making a qualifying investment, obtaining the visa and the residence permit, and then buying freely under the statutory exemption.
The investment has to be real and maintained. But it is a documented legal route rather than an argument, and the company at the centre of it is an ordinary Italian company incorporated in the ordinary way.
Corporate income tax is charged at 24% on taxable profit. The regional business tax (IRAP) applies on top, on a differently computed base, at a rate that varies by region and sector, so the effective burden is not identical across Italy and is worth checking against where the company will actually be established.
Beyond that: VAT registration and periodic filings, annual financial statements filed with the Register of Companies, an annual Chamber of Commerce fee, and payroll obligations where there are employees. Distributions to individual shareholders are taxed separately in their hands.
A separate question brings people here: not how to form a company, but how to prove that one exists. A foreign bank, counterparty or authority has asked for an Italy company registration certificate, and it is not obvious what to send.
For use abroad, any of them will normally need an apostille and a sworn translation. Requests routinely fail not because the wrong document was obtained but because it was sent unlegalised, which is avoidable, and one of the small things we handle.
We advise on the structure before the deed, which vehicle, what capital, how the by-laws should read, rather than incorporating first and adapting later at notarial cost. We act for founders who are not in Italy, including incorporation by power of attorney, and we obtain the tax codes, arrange the bank account and handle the registrations in parallel. And we look at the company alongside everything else: whether it is also an immigration instrument, how it sits with your own tax residence, and what happens to it when it passes to the next generation.
Once the decisions are made and the documents are in place, a matter of days from deed to registration. The time goes beforehand: tax codes for foreign founders, the bank account for the capital, and any legalisation of foreign documents.
Ten thousand euro for an ordinary SRL, of which a quarter is paid in on incorporation, or from one euro upwards with an obligation to build the reserve from profits. Fifty thousand euro for an SPA.
EU nationals, without restriction. Non-EU nationals are subject to the reciprocity condition, which lawful residence in Italy generally resolves and from which investor visa holders are exempt by statute.
Yes, through a special power of attorney executed before a notary abroad and apostilled, or authenticated at an Italian consulate. The tax codes and the bank account still have to be arranged.
No. Real estate is not a qualifying investment. Equity in an Italian company is, which is why the two are often discussed together by buyers whose nationality raises a reciprocity issue.
From the Chamber of Commerce. Most requests are satisfied by the visura, an extract showing the company's current position; a formal certificate of registration and a version with the anti-mafia wording also exist. For use abroad, expect to need an apostille and a sworn translation.
Avv. Marco Mesina
Founder, Move to Dolce Vita · Avvocato, Milan Bar (Ordine degli Avvocati di Milano)
Marco is an Italian tax lawyer who advises individuals and families relocating to Italy on tax regimes, residency, citizenship, real estate and succession planning. Before founding Move to Dolce Vita he worked at Watson Farley & Williams, Withers and Deloitte in Milan.