Our services
Mattioli Law Firm provides foreing clients with the following services:
- representative office opening
- branch office opening
- company formation
- VAT registration in Italy
-legal advice on M&A in Italy
To contact us please fill out the form on the "Contact" page or email us at This email address is being protected from spambots. You need JavaScript enabled to view it. or call us via Whatsapp, at n.+39.335.7044919.
(You will be contacted within 24 hours. Thank you).
Representative office opening
Main features
A representative office is an office established by a foreign company to do marketing, promoting, advertising or market research in Italy. A representative office is not allowed to sell goods or services or to sign contracts. Sales are to be made trough the mother company.
A representative office is not subject to taxation in Italy, accordingly, is not not required to keep books, publish financial statements or file income tax or VAT returns.
A representative office can hold a bank account in Italy and is not subject to any restrictions when hiring employees or renting premises.
What to do
To establish a representative office in Italy you are required to:
-register the representative office at the Italian Business Registrar ("REA" section)
-appoint a representative person whose name must be entered into the Italian Business Registrar (the branch representative does not need to be an Italian resident and can be the director of the mother company)
-get an address in Italy (if you have no premises in Italy, our firm can provide a virtual address)
-get an Italian tax code (codice fiscale)
Required documents
To establish a representative office we need:
-a detailed description of the activity of the mother company in its home jurisdiction (on company’s letterhead)
-a certificate of incorporation (or similar document) of the mother company, included company’s bylaws and name(s) of its shareholder(s) and director(s)
-a special resolution of the board of directors (or sole director) authorizing the establishment of a representative office in Italy and appointing a representative person
-copy of the passport of the representative person
All the required documents must be notarized and apostilled pursuant to the Hague Convention of 5 October 1961 (or notarized and legalized with a local Italian Embassy or Consulate if your home country is not a member of the apostille convention) and translated into Italian.
Branch office opening
Main features:
A branch office is an office established by a foreign company to sell products or services in Italy. A branch is not a separate legal entity but a foreign “unit” of the mother company. For tax purposes, a branch is considered as a permanent establishment and is therefore subject to taxation in Italy. Accordingly, it must keep books, publish financial statements nad file income tax or VAT returns.
What to do
To establish a branch office in Italy you are required to:
-register the branch at the Italian Business Registrar ("branches of foreign companies" section)
-appoint a representative person whose name will be entered into the Italian Business Registrar (the branch representative does not need to be an Italian resident and can be the director of the mother company)
-get a location in Italy (alternatively, our firm can provide you a virtual office)
-get an Italian VAT number
Required documents
To establish a branch office we need the same documents required for setting up a representative office.
However, a deed must be executed in Italy before an Italian public notary. The full process can be carried out by distance through a power of attorney granted to our law firm.
All the required documents must be notarized and apostilled pursuant to the Hague Convention of 5 October 1961 (or notarized and legalized with a local Italian Embassy or Consulate if your home country is not a member of the apostille convention) and translated into Italian.
Italian Company formation
Finally, foreign investors are allowed to form in Italy a Ltd company.
Investors may form a smaller and cheaper Limited Liability Company by Quotas ("Società a responsabilità limitata" or "S.r.l.", including “Società a responsabilità limitata semplificata" or “S.r.l.s.”) or a prestigious and more expansive Joint Stock Company ("Società per azioni" or "S.p.A.").
Main features:
Ltd company's main features are:
-limited liability for the company owners, i.e. each owner’s liability is limited to the cash or assets he/she has contributed to the company
-separation between ownership and managing powers; company owners are not required to be company directors, company directors are not required to be company owners
-transferable shares;
-need to have at least one shareholder and one director.
Ltd company by Quotas may be shaped as standard Società a Responsabilità Limitata (S.r.l.) or simplified Società a Responsabilità Limitata Semplificata (S.r.l.s.). They both allow the broadest flexibility to the founder(s).
Commone features are:
-the company shall have at least one director and one shareholder (the shareholder/s and the director/s can be the same person and do not need to be Italian residents)
-the company must have a registered address in Italy (if you don’t have premises in Italy, we can provide you registered office services)
-the director(s) and shareholder(s) of the proposed company shall obtain a tax identification number (codice fiscale) with the Italian Tax Authority
-the company shall obtain a certified email address (PEC)
However, simplified S.r.l. have the following restrictions as opposed to standard S.r.l.:
-simplified S.r.l. can be owned only by individuals
-the initial share capital of a simplified S.r.l. cannot be more than Euros 10,000.00
-simplified S.r.l. can only adopt the standard model articles of association by-laws provided by Italian law and no amendments to model articles are allowed (i.e. you cannot tailor-make the company’s by-laws).
There is no longer any minimum capital requirement to open a standard S.r.l. or a simplified S.r.l.
Therefore the initial share capital can be any amount starting from Euro 1.00. However, if the company’s capital is less than Euros 10,000.00 the following minor restrictions will apply:(a) no contributions in kind are allowed when increasing the capital of the company; (b) 20% of the profit for the business year shall annually be put aside as a legal capital reserve until the net asset of the company has reached Euros 10,000.00. Such reserve can be used only to increase the capital or to cover losses.
What to do
To form and run a Ltd company in Italy you are required to:
-draft a memorandum and articles of association before a Public Notary
-register the company for VAT purposes
-get a certified e-mail account ("PEC")
-register the company at the Italian Business Registrar
-keep records of your business's sale and expenses
-send a tax return yearly
Required documents
Email us at This email address is being protected from spambots. You need JavaScript enabled to view it. to ask information about documents required.
EU VAT Registration in Italy
Where foreign, non-resident companies are providing goods, and to a lesser extent services, then it may face the requirement to register with the tax authorities as an Italian taxpayer. The common situations where this is required include: i) buying and selling goods in Italy if the supplier and customers are not Italian companies with an Italian VAT registration (reverse charge applies);ii) sales to individual customers over the internet; iii) storing goods in a consignment warehouse in Italy for supplies in Italy or another EU member State.
Italian Authorities recently dropped the requirement to appoint a fiscal representative jointly liable for any VAT due and now allow direct registration. Once registered for VAT, non-resident companies must declare any taxable transactions and pay over VAT due.
Mattioli Law Firm provides non-resident companies with full range of services, including Italian VAT registration, VAT returns and VAT compliance.
Legal advice on M&A in Italy
Mattioli Law Firm assists foreign clients in Merger & Acquisition deals in Italy, providing legal and accounting advice. According to Financial Times (Mar 22, 2016)"the value of cross-border merger and acquisition deals in Italy reached a new high in 2015 at over $50bn. Italian companies were the most targeted by foreign acquisitions in the European Union after the UK, along with France".