Q&A about setting up foreign-owned Limited Liability Company in Italy

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Drafted by Dale Chen 20230523 v1
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Italy Foreign-funded Limited Liability Company
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Italy – Organizational Structure of Foreign-funded Companies
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What are the types of Foreign-funded Companies in Italy?

In Italy, there are various types of foreign-funded companies operating within the country.
The most common types include:

1. Branch Office
2. Joint Stock Corporations
3. Joint Ventures
4. Limited Liability Company
   These are some of the common types of foreign-funded companies in Italy.
   The choice of structure depends on the specific business objectives, legal requirements, and the level of control and liability the foreign company wishes to have in Italy.

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What are the procedures for setting up the Foreign-funded Limited Liability Company in Italy?

The procedures for setting up a foreign-funded limited liability company (LLC) in Italy typically involve the following steps:

1. Preliminary Planning: Develop a business plan, determine the company structure and operations, and identify shareholders and management. Prepare the necessary documents and agreements.
2. Reserve a Company Name: Check the availability of the desired company name with the local Chamber of Commerce (Camera di Commercio) and reserve it.
3. Capital Investment: Determine the minimum capital requirement for the LLC and make the required capital investment.
4. Notarial Deed: Prepare the Articles of Association (Atto Costitutivo) and any additional agreements, such as the Shareholders’ Agreement (Accordo Tra i Soci). These documents need to be executed before a notary public in Italy.
5. Bank Account Opening: Open a bank account for the LLC and deposit the required capital. Obtain a bank certificate (Certificato di Versamento) as proof of the capital contribution.
6. Register with the Chamber of Commerce: Submit the Articles of Association, Shareholders’ Agreement, bank certificate, and other required documents to the local Chamber of Commerce for registration. Fill out the necessary application forms and pay the registration fees.
7. Tax Registration: Register with the local tax authorities to obtain a tax identification number (Codice Fiscale) for the company. This is necessary for tax purposes and compliance with fiscal obligations.
8. Publication Requirements: Publish a notice in the Official Gazette (Gazzetta Ufficiale) and a local newspaper to announce the establishment of the company. The publication requirements may vary depending on the region.
9. Obtain Necessary Permits and Licenses: Depending on the nature of the business, additional permits or licenses may be required. Research and comply with any specific regulatory requirements.
10. Compliance and Reporting: Fulfill ongoing compliance obligations, such as filing annual financial statements, tax returns, and other required reports with the relevant authorities.
    It is important to note that the specific procedures and requirements may vary depending on the region and individual circumstances.

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What are the requirements for holding a position of director, manager/ supervisor, company secretary, etc. in Italy’s foreign-funded companies?

1. Directors: The precise qualifications for a director in an Italian company can vary depending on the specifics of the company’s bylaws.
   However, there are some common requirements:
   • Most importantly, the individual should be legally capable of acting, i.e., they should not be a minor and should not have been declared incapable by a court of law.
   • The individual should not have any criminal convictions that would legally bar them from holding a directorial role.
   • As directors are often required to make strategic decisions about the direction of the company, they typically need to have some level of experience in management or business.
2. Managers/Supervisors: Again, the specific qualifications for managers and supervisors can vary greatly depending on the company and industry.
   However, in general, these individuals should:
   • Have relevant industry experience and knowledge.
   • Possess strong leadership, communication, and organizational skills.
   • Have the capacity to make effective strategic decisions.
3. Company Secretary: In Italy, the role of company secretary is not mandatory, except in some larger companies or joint-stock companies. Their qualifications may include:
   • Good knowledge of company law and corporate governance principles.
   • Organizational and communication skills.
   • Some companies might prefer candidates with a legal or finance background.

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How long the share capital of a Italy Foreign-funded Limited Liability Company must be hold before it can be sold?

There are no specific mandatory holding periods for the shares in an Italian limited liability company (Società a responsabilità limitata or S.r.l.) before they can be sold or transferred, including those in foreign-funded companies.
However, restrictions on share transfer could be stipulated in the company’s bylaws (articles of association).
These restrictions could impose a specific period before shares can be sold, or they could establish a right of first refusal for other shareholders, among other possibilities.

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Is a Resident Shareholders required for incorporation of Foreign-funded Limited Liability Company in Italy?

There is no requirement for resident shareholders to incorporate a limited liability company (Società a responsabilità limitata, or S.r.l.) in Italy.
Foreign individuals or legal entities can be the sole or majority shareholders in an Italian S.r.l.
There is no requirement for an Italian or EU resident to hold shares in the company.

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Is a Resident Director required for incorporation of Foreign-funded Limited Liability Company in Italy?

There is no legal requirement that a director of a limited liability company (Società a responsabilità limitata, or S.r.l.) in Italy must be a resident of Italy.
A foreign individual can be appointed as a director of an Italian company.
However, the company must have a legal or registered office in Italy, and depending on the specifics of the company’s operations, it might be required to have a legal representative in Italy.
There may be practical considerations that make having a resident director beneficial. For example, a director who resides in Italy may be more readily available to handle day-to-day decision-making, deal with local regulatory issues, and communicate with local stakeholders.

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Is there a company secretary required for incorporation of Foreign-funded Limited Liability Company in Italy?

Italian corporate law does not generally require the appointment of a company secretary for a limited liability company (Società a responsabilità limitata, or S.r.l.), whether it’s foreign-funded or domestically-funded.
The roles and responsibilities that would typically fall to a company secretary in some jurisdictions are usually undertaken by the company’s directors in Italy.
However, the situation might be different for larger companies, particularly joint-stock companies (Società per Azioni, or S.p.A.), where a board of statutory auditors is mandatory and takes over some responsibilities that might be associated with a company secretary role in other jurisdictions.

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What are the qualifications of a legal representative in Italy Foreign-funded Limited Liability?
Can a foreigner act as a legal representative?
If yes, he/she need a place of residence in Italy?

In Italy, the role of a legal representative is typically held by the director(s) of a limited liability company (Società a responsabilità limitata, or S.r.l.).
This individual is authorized to act on behalf of the company and is responsible for fulfilling the company’s legal and reporting obligations.
There are no specific qualifications for a legal representative other than those required to be a director of a company in Italy.
These typically include:
• Legal capacity: The individual must have legal capacity, which generally means they must be of legal age and not have been declared incapable by a court of law.
• No disqualifying criminal record: The individual should not have any criminal convictions that would legally bar them from holding a directorial role.
A foreigner can act as a legal representative of an Italian S.r.l.
There are no nationality or residency requirements for directors or legal representatives of Italian companies.
However, the company must have a registered office in Italy.
Even though a legal representative does not need to be an Italian resident, there can be practical advantages to having a representative who is based in Italy.

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Is it possible to establish a Italy foreign-owned company through an offshore company as holding company?

An offshore company can indeed serve as the holding company for an Italian limited liability company (Società a responsabilità limitata, or S.r.l.).
In this case, the offshore company would be the shareholder of the Italian company.
There is no requirement for an Italian or EU resident to hold shares in the company.
The Italian company must have a legal or registered office in Italy, but the parent company can be based in another country.
It’s important to note that both Italian and international regulations apply in this context, including anti-money laundering laws and regulations against tax evasion.
Furthermore, there are transparency rules in place, requiring the disclosure of beneficial ownership of the company.

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What are the special features of Italy wholly foreign-owned limited liability company (LLC)?

Italy’s corporate structure and regulations are quite friendly to foreign investors, and a Wholly Foreign-Owned Enterprise (WFOE), which is an Italian Limited Liability Company (Società a responsabilità limitata, or S.r.l.) owned completely by foreign investors, enjoys the same benefits and is subject to the same rules as an S.r.l. owned by Italian investors.
Here are some key features:

1. No Restriction on Foreign Ownership: As per Italian law, there is no restriction on foreign ownership of an Italian LLC. A foreign individual or entity can own 100% of an Italian LLC.
2. Legal Personality: An Italian LLC is a separate legal entity, distinct from its owners. This means it can enter into contracts, own assets, sue and be sued in its own name.
3. Limited Liability: Shareholders of an Italian LLC have their liability limited to the extent of their contribution to the company’s share capital. This means that, in case the company incurs debts or obligations, the personal assets of the shareholders are generally not at risk.
4. Flexible Capital Requirements: There’s a minimum share capital requirement of €1 for an S.r.l. in Italy.
5. Management Structure: The management of an Italian LLC can be structured in a highly flexible way. It can be managed by one or more directors who can be of any nationality. There’s no requirement for a board of directors unless the share capital exceeds certain thresholds.
6. Taxation: Italian LLCs are subject to Italian corporate income tax on their worldwide income. However, Italy has double tax treaties with numerous countries to avoid double taxation for foreign investors.
7. Reporting Obligations: Italian LLCs have certain reporting obligations. They must keep accurate books and records, prepare annual financial statements, and file an annual tax return.

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Italy Foreign investment: permitted industries, restricted industries (licensed industries) and prohibited industries.
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Are Italy foreign-investment industries and products be listed in a positive or negative list?
Or are there different approaches for foreign investment from different countries?

Italy does not have a “negative list” or a “positive list” approach to foreign investment.
Unlike some countries, which maintain lists of industries where foreign investment is either specifically permitted or specifically prohibited, Italy has a generally open approach to foreign investment.
The general principle in Italy is that foreign and domestic investors are treated equally under the law, in line with Italy’s commitments as a member of the European Union.
This means that, in most sectors, there are no special restrictions on foreign investment, and foreign investors can establish businesses in Italy in the same way as domestic investors.
However, it has a “Golden Power” law that gives the government authority to block foreign acquisitions of companies operating in strategic sectors.
These sectors include defense/national security, energy, transportation, telecommunications including 5G and cloud computing, critical infrastructure, sensitive technology, and nuclear and space technology.
The law applies to both EU and non-EU investors.
As a member of the European Union, Italy follows EU regulations regarding foreign direct investment screening.
This means that foreign investments could be reviewed and potentially blocked if they pose a threat to security or public order in Italy or any other EU member state.
There’s no general rule that foreign investments from different countries are treated differently, but specific situations may vary, especially if international sanctions or restrictions are in place.

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In the positive list, what are the industries that foreign investment is allowed to invest in, which are the industries that are restricted for foreign investment (licensed industries), and the industries that are prohibited to invest in by foreign investment?
Will the positive list be different for different countries?

Italy does not employ a “positive list” or “negative list” system for foreign investments.
Unlike some countries, Italy does not maintain lists of industries where foreign investment is either specifically permitted, restricted, or specifically prohibited.
Generally, foreign and domestic investors are treated equally in Italy, as per its obligations as a member of the European Union.
This means there are no special restrictions on foreign investment in most sectors and foreign investors can set up businesses in the same way as domestic investors.
However, it’s important to note that foreign investments in certain sectors deemed sensitive, such as defense, national security, energy, transport, and communications, may be subject to additional scrutiny and clearance.
These regulations are in accordance with the European Union’s framework for screening foreign direct investments.
There is no standard rule that foreign investments from different countries are treated differently unless there are international sanctions or specific restrictions in place.

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In the negative list, what are the industries that foreign investment is allowed to invest in, the industries that are restricted to foreign investment (licensed industries), and the industries that are not allowed to invest in foreign investment?
Will the negative list be different for different countries?

Italy does not use a “negative list” system that specifies sectors where foreign investment is not allowed or restricted.
Unlike certain countries, Italy does not maintain a list of industries that are off-limits to foreign investors or that require licenses for foreign investment.
In Italy, foreign and domestic investors are generally treated the same, consistent with Italy’s obligations as a member of the European Union.
Therefore, there are no specific restrictions on foreign investment in most sectors, and foreign investors can establish businesses in the same way as domestic investors.
However, it is important to note that foreign investments in certain sectors considered sensitive – such as defense, national security, energy, transport, and communications – may undergo additional scrutiny and approvals.
This is in line with the European Union’s framework for screening foreign direct investments.
Generally, foreign investments from different countries are not treated differently, unless international sanctions or specific restrictions are in place.

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What are the restriction on foreign investment in Italy? For instance, what is the minimum share capital amount?
What are the rules for foreign shareholding ratio? Other?
Are they different for different countries?

The following regulations apply to foreign investments in Italy:

1. Minimum Share Capital: For an Italian limited liability company (Società a responsabilità limitata, or S.r.l.), the minimum share capital requirement is quite low, starting from €1. This is much more flexible than in many other countries.
2. Shareholding Ratio: Generally, there are no restrictions on the foreign shareholding ratio in Italian companies. A company can be 100% foreign-owned, meaning a foreign investor can own all the shares in the company.
3. National Security and Other Sensitive Sectors: Investments in certain sectors are subject to review and potential restrictions due to national security considerations. This includes sectors such as defense, national security, energy, transport, and communications.
4. Legal Representative: While there’s no specific requirement for the legal representative or the director to be an Italian resident or citizen, the company must have a registered office in Italy.
5. Disclosure Requirements: Companies in Italy, including those with foreign investment, are required to disclose certain information, including financial statements and beneficial ownership information. This is part of the broader transparency and anti-money laundering regulations.
   There is no specific rule that different countries are treated differently in terms of foreign investments in Italy, unless there are international sanctions or specific restrictions in place.

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What are the licensed industries in Italy?
What is the difference between the industries that allow foreign investment, the industries that restrict foreign investment (licensed industries), and the industries that do not allow foreign investment?

Italy does not use a system of “licensed industries” in relation to foreign investment.
Generally, Italy is open to foreign investment in all sectors and treats foreign investors on an equal footing with Italian investors.
However, certain sectors are subject to additional regulation, and investments in these sectors may be subject to review for potential impacts on national security or public order.
This follows the European Union’s framework for screening foreign direct investments.
Such sensitive sectors can include:

1. Defense and national security: Companies producing or trading arms or related materials may be subject to particular scrutiny.
2. Energy, transport, and communications: Infrastructure in these sectors is considered critical, and investments may be subject to review.
   Again, in these sensitive sectors, foreign investments are not automatically prohibited or restricted.
   Still, they may be subject to additional scrutiny and could potentially be blocked or restricted if they are deemed to pose a threat to national security or public order.
   The industries that “allow foreign investment” are those where there are no additional requirements for foreign investors compared to Italian investors.
   The industries that “restrict foreign investment” would be those sensitive sectors where additional review and approval might be required.
   The industries that “do not allow foreign investment” would theoretically be any sectors where foreign investment is outright prohibited.

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Italy-Foreign-funded Limited Liability Company document certification.
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What are the relevant investment documents required to establish a Foreign-funded Limited Liability Company in Italy?
Are there different documents for different countries?

To establish a foreign-funded limited liability company (Società a responsabilità limitata, or S.r.l.) in Italy, you would generally need to prepare and submit a range of legal and financial documents.
Here are some of the key ones:

1. Articles of Association: This is the main document establishing the company, including information such as the company’s name, purpose, registered office, and share capital. It should be notarized by an Italian public notary.
2. Incorporation Deed: This document, also notarized by an Italian public notary, officially establishes the company.
3. Proof of Capital Contribution: You need to provide evidence that the required initial capital has been paid into a bank account in the name of the company.
4. Identification Documents: For each shareholder and director, you would need to provide identification documents such as a passport. If these individuals are not present in Italy, their signatures might need to be notarized or apostilled in their home country.
5. Fiscal Code (Codice Fiscale): Each director and shareholder will need a Fiscal Code, which is a tax identification number in Italy. This can be obtained from the Italian tax authorities.
6. Declaration of Conformity: The directors need to make a declaration that they meet the legal requirements to act as directors.
7. Registration with the Companies Register (Registro delle Imprese): After the above steps, you need to register the company with the local Chamber of Commerce.
   Generally, the documents required for establishing a foreign-funded company in Italy do not vary based on the investor’s country of origin.
   However, there can be differences in the procedures for notarizing or legalizing documents, depending on the country.
   For example, if a country is a signatory to the Hague Apostille Convention, documents can be authenticated using an apostille.
   If the country is not a signatory, other forms of legalization may be necessary.

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What are the procedures for the certification of documents related to the investment of Foreign-funded Limited Liability Company in Italy?
Are there different document authentication procedures for different countries?

The procedures for certifying documents related to the investment in a Foreign-funded Limited Liability Company in Italy can vary, but typically involve steps such as notarization and, depending on the country of origin, either an apostille or further consular legalization.
Here’s a general outline:

1. Notarization: First, any necessary documents (like powers of attorney, articles of association, etc.) are typically notarized in the country of origin, meaning they are certified as genuine by a notary public.
2. Apostille or Legalization:
   • If the country of origin of the documents is part of the Hague Apostille Convention (like many countries in Europe, the Americas, and elsewhere), the notarized documents must typically receive an apostille. An apostille is a certification that authenticates the signature of the notary, allowing the documents to be recognized in Italy and other countries party to the Convention.
   • If the country of origin of the documents is not part of the Hague Apostille Convention, the notarized documents generally must go through a process of consular or diplomatic legalization. This usually involves taking the documents to the Ministry of Foreign Affairs (or equivalent) in the country of origin for an additional certification, then to the Italian embassy or consulate for final legalization.
3. Translation: All foreign documents to be submitted in Italy must be translated into Italian. The translation itself might also need to be certified, depending on the specific requirements.
   As you can see, the procedure can indeed vary depending on the country of origin of the documents, particularly in terms of whether an apostille or consular legalization is necessary.

R-it-llc-4 Italy – Bank Account Opening of Foreign Subsidiaries
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What is the sequence steps of set up a Foreign-funded Limited Liability Company in Italy with share capital paid in place and opening a bank account? Which one should come first?

Setting up a foreign-funded limited liability company (Società a responsabilità limitata, or S.r.l.) in Italy involves several steps, including paying in the share capital and opening a bank account.
Here’s a typical sequence:

1. Name Reservation: Before you can form the company, you should confirm that the desired name is available and reserve it if necessary.
2. Draft Articles of Association and Incorporation Deed: Prepare the necessary legal documents, including the Articles of Association, which outline the company’s rules, and the Incorporation Deed, which officially forms the company. This is typically done with the help of an Italian public notary.
3. Open a Bank Account: Once the above documents are prepared, you’ll typically open a bank account in the name of the company. This will be a temporary bank account for the purpose of depositing the initial share capital.
4. Deposit Share Capital: The required minimum share capital (starting from €1 for an S.r.l.) should be deposited into the newly opened bank account. You’ll then obtain a bank certificate confirming that the capital has been paid in.
5. Notarize the Incorporation Deed: With the bank certificate, you can now finalize the Incorporation Deed. This will be done in front of a public notary, who will notarize the document.
6. Obtain Tax Identification Number (Codice Fiscale) and VAT Number: After the Incorporation Deed is notarized, the notary will typically apply for a tax identification number for the company from the Italian tax authorities. If the company will be involved in taxable activities, you’ll also need to apply for a VAT number.
7. Register with the Companies Register (Registro delle Imprese): The final step is to register the company with the local Chamber of Commerce. Once the registration is complete, the company is officially formed and can begin operations.

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What are the usual KYC regulations when opening a bank account with a Foreign-funded Limited Liability Company in Italy?

Know Your Customer (KYC) regulations are implemented by banks around the world, including Italy, to prevent identity theft, financial fraud, money laundering, and terrorist financing.
When opening a bank account for a foreign-funded limited liability company (Società a responsabilità limitata, or S.r.l.) in Italy, you would typically need to provide certain information and documents to satisfy these regulations.
Here are some common requirements:

1. Identification Documents: For each individual associated with the account (e.g., shareholders, directors), you’ll need to provide valid identification documents, such as a passport.
2. Proof of Residence: Again, for each individual associated with the account, you may need to provide proof of residence, such as a utility bill or a bank statement.
3. Company Documents: You’ll need to provide various documents related to the company, such as the Articles of Association, the Incorporation Deed, and the certificate of registration from the Companies Register (Registro delle Imprese).
4. Proof of Capital Contribution: You may need to provide evidence that the required initial capital has been paid into the account.
5. Business Plan and Financial Forecasts: Some banks may require a business plan or financial forecasts for the company.
6. Source of Funds: You may need to provide information on the source of the company’s funds, especially if large amounts are involved.
7. Tax Information: Banks will typically require tax information, such as the company’s tax identification number (Codice Fiscale) and, if applicable, VAT number.
8. Beneficial Ownership Information: As part of broader transparency and anti-money laundering regulations, banks will need to identify the beneficial owners of the company – that is, the natural persons who ultimately own or control the company.
   It’s important to note that these requirements can vary between different banks and can change over time.
   Before opening a bank account, it’s a good idea to contact the bank directly to get a detailed list of the required documents and information.

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Will the bank require a Italy local director when opening a bank account for a Italy wholly foreign-owned limited liability company (LLC)?

Italian banks do not typically require a local (Italian) director to open a bank account for a wholly foreign-owned limited liability company (Società a responsabilità limitata, or S.r.l.).
However, the bank will require detailed information about all the directors, including identification documents and potentially proof of residence.
Please keep in mind that the bank’s specific requirements can vary depending on the bank’s own policies and the specifics of the company and its directors.
Furthermore, while an Italian director is not typically required, some companies find it useful to have a local representative of some kind to facilitate the account opening process and other aspects of running the company in Italy.

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Will the bank require foreign legal representative have to be physically present for the bank interview, when opening a bank account with a Foreign-funded Limited Liability Company in Italy?

Whether a foreign legal representative needs to be physically present to open a bank account for a foreign-funded limited liability company in Italy can vary depending on the bank’s policies.
Some banks may require the physical presence of the company’s legal representative or at least one of the directors, while others may allow the process to be completed remotely or through a local representative with power of attorney.
Please keep in mind that due to the ongoing digital transformation and effects of the COVID-19 pandemic, many banks are revising their procedures and policies to allow for more remote operations.
Therefore, it’s possible that more banks now allow account opening to be completed remotely.
However, even if physical presence is not required for the account opening itself, it may still be necessary to visit Italy to complete other steps in the company formation process, such as notarizing the incorporation documents.

R-it-llc-5 Italy – Staff Work Permit, Visa, and Residence
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Can a Foreign-funded Limited Liability Company in Italy send expatriates to Italy as the Investor’s role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences in different countries?

Yes, a foreign-funded limited liability company (Società a responsabilità limitata, or S.r.l.) in Italy can send expatriates to Italy.
Depending on the specifics of their role and the nature of their stay, these individuals might need to obtain a work permit and visa, and possibly a residence permit.
Here’s a general overview of the requirements and procedures:

1. Work Permit: If the expatriate will be working in Italy, they will generally need a work permit (Nulla Osta al lavoro).
   This must be applied for by the Italian company on behalf of the worker.
   The company needs to demonstrate that they couldn’t find a suitable candidate in Italy or the EU.
2. Visa: Once the work permit is issued, the expatriate can apply for a work visa (Visto per lavoro subordinato) at the Italian embassy or consulate in their home country. The exact requirements can vary, but generally include the following:
   • Valid passport
   • Completed application form
   • Passport-sized photographs
   • Evidence of accommodation in Italy
   • Proof of the purpose of the stay (e.g., the work permit)
   • Proof of sufficient financial means
3. Residence Permit (Permesso di Soggiorno): After arriving in Italy, the expatriate will typically need to apply for a residence permit.
   This is done at the local immigration office (Ufficio Immigrazione) or post office (Poste Italiane) within 8 days of arrival.
   The exact requirements can vary, but generally include the following:
   • Valid passport
   • Visa
   • Work permit
   • Proof of accommodation
   • Evidence of sufficient financial means
   The process and requirements for obtaining these permits and visas can indeed vary depending on the expatriate’s country of origin.
   For instance, citizens of EU/EEA countries and Switzerland generally have the right to work in Italy without needing a work permit.

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Can a Foreign-funded Limited Liability Company in Italy send expatriates to Italy as the employee role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences for different countries?

Yes, a foreign-funded limited liability company in Italy can send expatriates to Italy in the role of an employee.
These individuals will generally need to obtain a work permit, visa, and possibly a residence permit.
Here’s a general overview:

1. Work Permit: The Italian company will need to apply on behalf of the employee for a work permit, known as a “Nulla Osta al lavoro”.
   The company needs to show that it was not able to find a suitable candidate for the position within Italy or the EU.
   The Italian labor market situation is taken into consideration in granting these work permits.
2. Visa: Once the work permit is approved, the expatriate can apply for a work visa (known as a “Visto per lavoro subordinato”) at the Italian embassy or consulate in their home country.
   The requirements for the visa can vary, but generally include:
   • A valid passport
   • The original work permit
   • Proof of accommodation in Italy
   • Proof of sufficient financial means to support themselves during their stay
   • Passport-sized photographs
   • A completed application form
3. Residence Permit (Permesso di Soggiorno): After arriving in Italy, the expatriate will typically have to apply for a residence permit within 8 working days.
   The application is usually submitted to the local post office or immigration office.
   General requirements often include:
   • A valid passport and visa
   • The original work permit
   • Proof of accommodation in Italy
   • Evidence of financial means
   The exact procedures and requirements can vary depending on the expatriate’s country of origin.
   For instance, citizens of EU/EEA countries and Switzerland generally have the right to live and work in Italy without needing a work permit.

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What are the evaluation factors or requirements for a Foreign-funded Limited Liability Company in Italy when applying work permit, visa, and residence permit?
What is the relationship with the salary, capital, and turnover of Foreign-funded Limited Liability Company?
Are there differences for different countries?

When a foreign-funded limited liability company in Italy applies for a work permit on behalf of a foreign employee, several factors are evaluated:

1. Labor Market Situation: The company needs to demonstrate that they could not find a suitable candidate within Italy or the EU for the position.
2. Candidate Qualifications: The qualifications, skills, and experience of the candidate will be assessed to ensure that they are appropriate for the position.
3. Company Capability: The company’s ability to financially support the employment of the foreign worker might also be evaluated. This could potentially involve a consideration of the company’s capital, turnover, and the proposed salary for the position.
   While there is no specific rule that states a particular level of capital, turnover, or salary is required to hire a foreign worker, the company should be in good financial health and the proposed salary should be commensurate with the skills and qualifications required for the position.
4. Job Contract & Salary: The job contract and salary must meet the requirements of Italian labor laws, including minimum wage regulations.
   Once a work permit is approved, the foreign employee can apply for a work visa from their home country.
   The primary requirements here are the approved work permit and proof of accommodation and sufficient financial means.
   The company’s finances are generally not directly assessed during the visa application process, but the proposed salary could factor into the assessment of the applicant’s financial means.
   Upon arrival in Italy, the foreign employee will typically need to apply for a residence permit.
   Again, the primary requirements are the approved work permit and visa, proof of accommodation, and evidence of sufficient financial means.
   The company’s finances are generally not directly assessed during the residence permit application process, but the employee’s salary could factor into the assessment of their financial means.
   The exact procedures and requirements can indeed vary depending on the applicant’s country of origin.
   For instance, citizens of EU/EEA countries and Switzerland generally have the right to live and work in Italy without needing a work permit.

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Italy- Registered Address and Operating Address of Foreign-funded Limited Liability Company in Italy.
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What are the regulations on the registered address during the company registration and future operating address of a Foreign-funded Limited Liability Company in Italy?

A foreign-funded Limited Liability Company (Società a Responsabilità Limitata, or S.r.l.) in Italy must have a registered address in Italy at the time of company registration.
This is typically the place where the company’s legal correspondence will be sent and is often the same as the company’s principal place of business.
The registered address must be a valid physical address; P.O. boxes are not generally accepted.
The address will be recorded in the company’s Articles of Association and will be publicly available information.
If the company changes its registered address after registration, it must notify the relevant authorities, including the Chamber of Commerce, and update its Articles of Association.
The future operating address of the company can be different from the registered address.
However, any change in the operating address may also need to be communicated to the relevant authorities, especially if it involves a change in municipality or region.

R-it-llc-6-20
What are the specific regulations or requirements of a registered office address for a permitted industry of an LLC in Italy?

A Limited Liability Company (LLC), or Società a Responsabilità Limitata (S.r.l.) in Italy, generally requires a physical address within the country to be used as the registered office address.
This address is used for legal correspondence and is included in the company’s registration documents.
Specific requirements or regulations concerning the registered office address can depend on various factors, such as the specific industry of the company, local zoning laws, and safety regulations.
For example, a manufacturing company might be required to locate its registered office (and its operations) in an area zoned for industrial activities.
Likewise, a business involved in food handling or medical activities may need to meet specific health and safety requirements in its premises.
These regulations are generally not about the registered office per se, but about the suitability of the premises for the company’s business activities.
If the company’s registered office is also its main place of business, then these considerations would apply.
It’s also important to note that the registered office address must be a valid physical address in Italy; P.O. Box addresses are not acceptable.
If the LLC changes its registered office address, it must notify the Italian Chamber of Commerce, and may also need to update its Articles of Association.

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Amount of investment, registered capital, and government fees for Foreign-funded Limited Liability Company in Italy.
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Are there any regulations on authorized share capital, registered share capital and paid-up share capital of a Foreign-funded Limited Liability Company in Italy?
Is there any requirement for minimum funds to be in place within a certain period?

In Italy, the regulations regarding authorized share capital, registered share capital, and paid-up share capital for a foreign-funded limited liability company are governed by the Italian Civil Code and the relevant corporate laws.

1. Authorized Share Capital: The authorized share capital refers to the maximum amount of capital that a company is authorized to issue, as stated in its Articles of Association (AoA). This represents the upper limit of the company’s capitalization, but it does not represent the actual funds that need to be paid by the shareholders.
2. Registered Share Capital: The registered share capital, also known as nominal share capital or stated capital, is the minimum amount of capital that a company must have in order to be registered and incorporated. It is determined and specified in the company’s AoA. The registered share capital can be higher than the minimum legal requirement but cannot be lower.
3. Paid-up Share Capital: The paid-up share capital refers to the actual funds contributed by the shareholders of the company. It represents the portion of the registered share capital that has been fully paid by the shareholders. The amount of paid-up share capital may vary depending on the specific requirements of the company and the business activities it intends to undertake.
   Regarding the requirement for minimum funds to be in place within a certain period, Italy does not have a general minimum capital requirement for limited liability companies.
   However, specific industries or activities may have their own minimum capital requirements or additional regulatory obligations.
   It’s essential to review industry-specific laws, sector regulations, and any specific investment requirements that may apply to your business.

R-it-llc-7-20
What is the relation between government fees with authorized share capital, registered share capital, and paid-up share capital of a Foreign-funded Limited Liability Company in Italy?

In Italy, the government fees for a foreign-funded Limited Liability Company (LLC) are not directly linked to the authorized share capital, registered share capital, or paid-up share capital.
Government fees are typically determined based on other factors related to company registration and ongoing compliance.
When incorporating a company in Italy, there are various administrative and registration fees that need to be paid to the relevant authorities.
These fees cover services such as company registration, publication in the Official Gazette, and other administrative procedures.
The amount of government fees is generally determined by the specific administrative requirements and procedures involved in establishing and maintaining a company in Italy.
It may vary depending on factors such as the type of company, the location of incorporation, the number of shareholders, and other relevant factors.
While the authorized share capital, registered share capital, and paid-up share capital can influence the financial structure of a company, they do not have a direct impact on the government fees imposed by the authorities.

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Application of Certificate Number for a Foreign-funded Limited Liability Company in Italy
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What are the company certificate numbers needed to apply with the relevant legal entities for a foreign-funded Limited Liability Company in Italy?

To apply for the registration of a foreign-funded Limited Liability Company (LLC) in Italy, you will generally need to obtain the following company certificate numbers or documents:

1. Certificate of Incorporation: This is the official document issued by the foreign jurisdiction where the company was initially incorporated. It proves the legal existence of the company and includes information such as the company name, registered address, date of incorporation, and details of the founders/shareholders.
2. Certificate of Good Standing: This certificate confirms that the company is currently in good standing and compliant with the laws and regulations of its home jurisdiction. It demonstrates that the company has met its statutory obligations, such as filing annual returns and paying taxes. The specific name of this document may vary depending on the jurisdiction.
3. Memorandum and Articles of Association: These are the constitutional documents of the company, outlining its internal rules, purpose, share capital, and organizational structure. They need to be translated into Italian and notarized.
4. Power of Attorney: If you are appointing a representative or attorney to act on behalf of the company during the registration process, you may need to provide a power of attorney document authorizing them to carry out the necessary procedures.
5. Identity and Residence Proof: You will likely need to provide identification documents, such as passports, for the founders/shareholders and the appointed legal representative. Proof of residence, such as utility bills or bank statements, may also be required.
   It’s important to note that the exact requirements and documents may vary depending on the specific circumstances, the region of Italy where you are establishing the company, and any specific industry or sector regulations that may apply.

R-it-llc-8-20
What are the certificate application for the Foreign-funded Limited Liability Company in Italy as a tax entity?

When establishing a Foreign-funded Limited Liability Company (LLC) in Italy as a tax entity, you will typically need to apply for various certificates and tax-related documents.
The specific requirements may vary depending on the nature of your business and other factors.
Here are some common certificates and applications that may be required:

1. Italian Tax Identification Number (Partita IVA): You will need to apply for an Italian Tax Identification Number, known as Partita IVA, which is required for tax registration and compliance purposes. This number is assigned by the Italian tax authorities (Agenzia delle Entrate).
2. VAT Registration: If your company meets the criteria for value-added tax (VAT) registration, you will need to apply for a VAT number. This enables you to collect and remit VAT on your taxable transactions in Italy.
3. INPS and INAIL Registration: INPS (Istituto Nazionale della Previdenza Sociale) is the Italian social security administration, and INAIL (Istituto Nazionale per l’Assicurazione contro gli Infortuni sul Lavoro) is the National Institute for Insurance against Accidents at Work. Depending on your business activities, you may need to register with these entities for social security and workplace accident insurance.
4. SIAE Registration: If your company engages in activities involving intellectual property rights, such as music, films, or public performances, you may need to register with the Società Italiana degli Autori ed Editori (SIAE). SIAE manages copyright licensing and collection of royalties in Italy.
5. Municipal Registration: Depending on the type of business and location, you may need to register with the local municipality or obtain specific licenses or permits related to your business activities.
   It’s important to note that the application process for these certificates and registrations may involve submitting various documents, such as company incorporation documents, identification proofs, business plans, and other relevant information.
   The specific requirements can vary based on the nature of your business and the local regulations.

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What are the certificate application for Foreign-funded Limited Liability Company in Italy in relation to withholding tax on salary and employee benefits?

When establishing a Foreign-funded Limited Liability Company (LLC) in Italy that will be paying salaries and employee benefits, you will generally need to fulfill certain certificate applications and comply with withholding tax obligations.
Here are some relevant certificates and requirements:

1. Tax Identification Number (Partita IVA): As mentioned before, you will need to obtain an Italian Tax Identification Number (Partita IVA) for your company. This number is required for tax registration purposes and is used to identify your business when fulfilling tax obligations.
2. INPS and INAIL Registration: As an employer in Italy, you will need to register with the National Institute for Social Security (INPS) and the National Institute for Insurance against Accidents at Work (INAIL). These registrations ensure that you comply with social security contributions and workplace accident insurance requirements for your employees.
3. CUD Certificate: The Certificato Unico di Ritenute (CUD) is an annual certificate that summarizes the employment income and tax withholdings of employees. You will need to issue this certificate to your employees at the end of each fiscal year, indicating the amount of salary received and the taxes withheld.
4. Modello 770: The Modello 770 is a tax return form that provides information on employment income and tax withholdings for each employee. It is submitted annually to the tax authorities, reporting the total amount of salaries paid and the corresponding tax withholdings.
5. Withholding Tax Payments: As an employer, you will be responsible for withholding income tax from your employees’ salaries and remitting it to the tax authorities. These tax withholdings are typically made on a monthly or quarterly basis, and you will need to ensure timely payment and compliance with the tax regulations.
   It’s important to note that the specific requirements and procedures may vary depending on the nature of your business, the employment contracts, and the current tax laws and regulations in Italy.

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What are the other independent certificate numbers or application, or declaration related to the government’s jurisdiction for Foreign-funded Limited Liability Company in Italy?

When establishing a Foreign-funded Limited Liability Company (LLC) in Italy, there may be additional independent certificate numbers, applications, or declarations that are required by the government’s jurisdiction.
While the specific requirements can vary depending on the nature of your business and the region in Italy where you are establishing the company, here are some common examples:

1. Environmental Compliance Certificates: Certain industries or activities may require specific environmental compliance certificates or permits. These certificates ensure that your business adheres to environmental regulations and meets the necessary standards for pollution control, waste management, or other environmental considerations.
2. Health and Safety Certifications: If your business involves workplace safety or hazardous activities, you may need to obtain health and safety certifications or permits. These certificates demonstrate that your company has implemented appropriate safety measures and complies with health and safety regulations to protect employees and visitors.
3. Import/Export Licenses: If your business involves importing or exporting goods, you may need to obtain specific licenses or declarations from the relevant authorities. These documents ensure compliance with customs regulations and international trade requirements.
4. Sector-Specific Certifications: Certain industries or sectors may have additional certification requirements. For example, if you are involved in food production or handling, you may need to obtain certifications related to food safety and quality control.
5. Data Protection Registration: If your company handles personal data, you may need to comply with data protection regulations and register with the relevant authorities. In Italy, this would involve adhering to the General Data Protection Regulation (GDPR) and potentially registering with the Italian Data Protection Authority (Garante per la protezione dei dati personali).
6. Patent or Trademark Registrations: If your business has patented inventions or registered trademarks, you may need to provide relevant patent or trademark registration certificates or documents to protect your intellectual property rights.
   These examples are not exhaustive, and the specific requirements will depend on your business activities, industry sector, and the applicable laws and regulations in Italy.

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To summarize: Which of the following certificate numbers do Foreign-funded Limited Liability Company in Italy need to apply for?

National (federal) company certificate number, provincial (state) company certificate number, national (federal) tax certificate number, provincial (state) tax certificate number, national value-added tax certificate number, provincial (state) value-added tax certificate number, social insurance card number, medical insurance card number, pension certificate number, other funds such as housing fund certificate number, labor union certificate number, import and export certificate number, and franchise industry certificate number.

When establishing a Foreign-funded Limited Liability Company (LLC) in Italy, the following certificate numbers are typically required or applicable:

1. National (Federal) Company Certificate Number: This is the certificate number or registration number assigned to the company by the national/federal authority responsible for company registrations, such as the Chamber of Commerce.
2. National (Federal) Tax Identification Number (Partita IVA): The Partita IVA is the national tax identification number assigned to the company by the Italian tax authorities (Agenzia delle Entrate). It is required for tax registration and compliance purposes.
3. Social Insurance Card Number: This refers to the social insurance card or identification number provided to employees for social security purposes. As an employer, you will need to register with the National Institute for Social Security (INPS) and obtain social insurance card numbers for your employees.
4. Medical Insurance Card Number: Employees in Italy are typically provided with a medical insurance card, which is linked to the national health system. As an employer, you don’t need to apply for this number directly, but your employees will have their own medical insurance card numbers.
5. Pension Certificate Number: This is not a specific certificate number, but rather a reference to the pension contributions and obligations associated with employment in Italy. As an employer, you will need to register with the pension authorities and fulfill your pension-related obligations for your employees.
6. Value-Added Tax (VAT) Certificate Number: If your company meets the criteria for VAT registration, you will need to apply for a VAT number. This enables you to collect and remit VAT on your taxable transactions in Italy.
   The remaining certificate numbers you mentioned, such as provincial (state) company certificate number, provincial (state) tax certificate number, other funds (housing fund certificate number), labor union certificate number, import and export certificate number, and franchise industry certificate number, may not be universally applicable or mandatory for all Foreign-funded LLCs in Italy.
   These requirements can vary based on specific factors, such as the nature of your business activities, industry sector, and local regulations.

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Incorporation procedures of Italy-Foreign-funded Limited Liability Company and key matters
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What are the procedures of setting up a Foreign-funded Limited Liability Company in Italy? Documents required? Competent Government unit? Websites?

Setting up a Foreign-funded Limited Liability Company (LLC) in Italy involves several procedures and the submission of specific documents. The following is a general outline of the steps involved:

1. Reserve the Company Name: Choose a unique name for your LLC and check its availability with the competent authorities. This can typically be done through the Chamber of Commerce or an online platform.
2. Draft the Articles of Association (AoA): Prepare the AoA, which includes details about the company’s purpose, registered office, share capital, management structure, and other relevant information. It is advisable to seek legal assistance to ensure compliance with Italian regulations.
3. Notarize the AoA: The AoA must be notarized by a public notary in Italy. Notarization ensures the legal validity of the document.
4. Capital Deposit: Deposit the minimum required share capital into an Italian bank account in the name of the future company. The amount will depend on the specific requirements for your LLC.
5. Obtain Certificates and Documents: Gather the necessary documents, which may include:
   • Certificate of Incorporation or equivalent document from the jurisdiction where the company was initially incorporated.
   • Certificate of Good Standing or similar document to prove the company’s legal status.
   • Passports or identification documents of the founders/shareholders.
   • Notarized and translated version of the AoA.
6. Register with the Chamber of Commerce: Submit the required documents to the local Chamber of Commerce (Camera di Commercio) where your LLC will be registered. The Chamber of Commerce will verify the documentation and register the company in the Business Register.
7. Register with the Tax Authorities: Apply for the Italian Tax Identification Number (Partita IVA) and register with the tax authorities (Agenzia delle Entrate) for tax purposes. This registration is necessary for fulfilling tax obligations.
8. Fulfill Additional Requirements: Depending on your business activities and industry sector, you may need to fulfill additional requirements, such as obtaining specific licenses, permits, or certifications related to your business.
   The competent government unit in Italy for setting up an LLC is typically the Chamber of Commerce (Camera di Commercio) in the relevant jurisdiction where the company will be registered.
   Websites for more information and specific guidance on setting up an LLC in Italy include:
   • Italian Trade Agency (Agenzia ICE): www.ice.it
   • Chamber of Commerce in Italy: www.camcom.it
   • Italian Ministry of Economic Development: www.mef.gov.it/en/index.html

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What are key consideration matters of when deciding to set up foreign-funded limited liability company in Italy?

When deciding to set up a foreign-funded limited liability company in Italy, there are several key considerations that you should take into account.
Here are some important matters to consider:

1. Legal Structure: Determine the most suitable legal structure for your company in Italy. The common form for a foreign-funded company is a limited liability company (Società a Responsabilità Limitata or S.r.l.). It offers liability protection for shareholders and allows flexibility in ownership and management.
2. Capital Requirements: Understand the minimum capital requirements for setting up an S.r.l. in Italy. The minimum share capital for an S.r.l. was €1.
3. Shareholder Requirements: Identify the requirements for shareholders in an S.r.l. in Italy. The company can have one or more shareholders, and they can be individuals or legal entities. Non-resident shareholders must obtain a tax identification number (codice fiscale) in Italy.
4. Directors and Management: Determine the directorship requirements for your company. At least one director is required, and they can be either Italian or foreign nationals. If none of the directors are resident in Italy or another European Union (EU) country, you need to appoint a legal representative who is resident in Italy.
5. Legal Representative: If none of the directors are resident in Italy or another EU country, appoint a legal representative who is resident in Italy. The legal representative will be responsible for receiving legal documents and notices on behalf of the company.
6. Registration and Licensing: Understand the registration and licensing requirements for your business activity in Italy. Some industries may require specific permits or licenses before you can commence operations.
7. Taxation: Familiarize yourself with the Italian tax system and its implications for your company. Consider consulting with a tax professional to understand the tax obligations, including corporate income tax, value-added tax (VAT), and any applicable tax treaties between Italy and your home country.
8. Employment and Labor Laws: Ensure compliance with Italian labor laws when hiring employees. Familiarize yourself with regulations regarding contracts, working hours, employee benefits, and health and safety standards.
9. Intellectual Property Rights: Safeguard your intellectual property rights by understanding the relevant laws and procedures in Italy. Consider registering trademarks, copyrights, or patents, if applicable, to protect your intellectual property.
10. Business Environment: Evaluate the local business environment, market conditions, competition, and potential customers in Italy. Conduct market research to assess the viability and potential success of your business venture.

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