Introduction to setting up an Italian subsidiary
Within Italy there are two types of company, a branch or a subsidiary. One of the main differences between the two is that a branch is not considered a separate legal entity, and the parent company is fully liable for the obligations and financial situation of the branch.
Whereas a subsidiary is a generic term for an Italian company owned by a foreign company. This could include a limited company (SRL), or a joint stock company (SPA), and are completely autonomous from the parent company.
The liability of the shareholders is limited to their contribution of the share capital and the company is managed by a board of managers.
Limited Company (SRL)
An SRL is a private limited company and is the most common form of company in Italy and often best suited for small or medium sized organisations. You can have an SRL with a sole member, or with several members. If a sole member then you will need to deposit the full share capital.
- Minimum share capital is €10,000.
- No restrictions on foreign shareholders.
- Audited accounts to be filed annually.
- A minimum of one director is required.
- Joint Stock Company (SPA)
Public Company (SpA)
An SPA company is similar to a PLC in the UK, and the most prestigious company type in Italy. It’s essentially a stock company that offers shares publicly, or through a private offer to its founders
If you need to work with significant letters of credit, loans or wish to work in regulated markets, opening an SPA may be the most suitable type of company. The liability of members of a SPA (Joint Stock Company) is limited to the amount of capital issued by shares.
- A minimum of one director is required.
- Minimum share capital is €50,000.
- At least 25% of the share capital needs be deposited with a bank in Italy before the Deed of Incorporation can be finalised.
- A physical office is not required (a virtual office will suffice to obtain the VAT number).
- No restrictions on foreign shareholders.
- Audited accounts to be filed with the Registrar of Companies.
- Deed of Incorporation
Both SPA and SRL’s are limited liability companies and the following details must be provided:
- The purpose of the company.
- The company name and address.
- The corporate capital.
- Name of the representatives of the company.
- The costs borne by the company for the incorporation
- Accounting & Tax
The subsidiary will have to keep their own books, submit VAT and income tax returns to the relevant tax authorities, but unlike a branch they will not have to file the annual report of the parent company with the Italian Registrar of Companies.
Subsidiary formation packages
Our subsidiary formation packages provide a complete solution where our team of experts will help guide you through the entire process. Services provided include company registration, bank account set up and VAT registration.
We are experts on the requirements for opening a variety of Italian companies and have a wealth of experience that can also support you in setting up multiple subsidiaries throughout Italy or the rest Europe.
For more information on how to set up a subsidiary in Italy, Please contact us.
