Legal Assistance for Foreign Companies in Italy

Mattioli Law Firm is an Italian business law firm assisting foreign companies, investors and international groups operating or planning to operate in Italy.

We provide direct legal assistance in English throughout the establishment, development and management of business activities in Italy, working closely with the company’s management, in-house legal team and foreign advisers.

Our Corporate and Commercial Law Services

We assist foreign companies with:

• establishment of Italian companies, subsidiaries, branches and representative offices;
• corporate governance and ongoing corporate assistance;
• shareholders’ agreements and joint venture agreements;
• drafting and negotiation of commercial contracts;
• relations between shareholders, directors and the company;
• acquisitions and sales of Italian companies and business assets;
• legal due diligence;
• share purchase agreements and investment agreements;
• corporate reorganisations and extraordinary transactions;
• commercial and corporate disputes before Italian courts.

Doing Business in Italy

Foreign companies entering the Italian market need legal assistance that combines knowledge of Italian corporate law with an understanding of cross-border business operations.

We assist clients in selecting the appropriate legal structure, negotiating contracts with Italian partners and suppliers, complying with corporate requirements and managing disputes arising from their activities in Italy.

Company Formation in Italy

We assist foreign companies, entrepreneurs and investors in establishing companies, subsidiaries, branches and representative offices in Italy.

Our assistance includes:

• selecting the most appropriate legal structure;
• incorporating Italian limited liability companies and joint-stock companies;
• drafting articles of association and corporate documents;
• coordinating with the Italian notary;
• appointing directors and corporate officers;
• obtaining Italian tax codes and VAT registration;
• registering the company with the Italian Companies Register;
• opening corporate bank accounts;
• preparing shareholders’ agreements;
• coordinating with accountants and tax advisers;
• providing ongoing corporate and commercial legal assistance after incorporation.

Choosing the appropriate legal structure

Foreign investors may operate in Italy through different legal structures, including:

• an Italian limited liability company, usually an S.r.l.;
• a joint-stock company, or S.p.A.;
• a branch of a foreign company;
• a representative office;
• a subsidiary or joint venture with an Italian partner.

We help clients assess the most suitable structure based on ownership, governance, liability, business objectives and the planned level of activity in Italy.

Setting up a Company remotely

Foreign shareholders and directors do not necessarily need to be physically present in Italy throughout the entire process.

Where permitted, we can coordinate powers of attorney, notarial documentation, translations, apostilles and communications with the Italian notary and other professionals involved in the incorporation.

Information and documents required

Depending on the chosen structure and the shareholders involved, the incorporation process may require:

• identification documents of shareholders and directors;
• proof of residential address;
• corporate documents of any foreign shareholder company;
• information on beneficial owners;
• proposed company name and registered office;
• business activity and corporate purpose;
• share capital and ownership percentages;
• appointment of directors;
• notarised and apostilled powers of attorney, where required.

M&A and Corporate Transactions

We advise foreign investors, companies and shareholders on the acquisition or sale of Italian companies, businesses and strategic assets. Our assistance covers the entire transaction, including:

• preliminary agreements and letters of intent;
• legal due diligence;
• negotiation of representations, warranties and indemnities;
• share purchase and asset purchase agreements;
• shareholders’ agreements;
• regulatory and corporate approvals;
• closing and post-closing obligations.

Corporate Disputes

We represent companies, shareholders and directors in corporate disputes, including:

• disputes between shareholders;
• challenges to shareholders’ and board resolutions;
• directors’ liability claims;
• breach of shareholders’ agreements;
• disputes concerning the sale or acquisition of shares;
• disputes arising from joint ventures and corporate transactions.

Direct Assistance in English

Foreign clients can receive legal assistance entirely in English without needing to be physically present in Italy. We provide direct communication, clear fee information and regular updates throughout the matter. We can also coordinate with the client’s foreign lawyers, accountants and corporate advisers.

Why Foreign Companies choose our Firm

• More than 20 years of legal experience
• Direct assistance from an Italian business lawyer
• Legal services provided in English
• Assistance throughout Italy
• Experience in cross-border contracts and disputes
• Support in both advisory matters and litigation