Setting up a secondary office or branch – i.e. a permanent establishment – of a foreign company in Italy, but also of an Italian company abroad, is part of a process of internalisation of companies. Such a process involves various parties: accountants, for the organisation of tax aspects, lawyers, for the compliance of the deeds with business and corporate commercial law, a notary for the correct registration of the deeds in the public registers and for the identification of the clauses that best suit the company’s needs. An online procedure has been made available to simplify as much as possible the process of setting up a company’s branch office, although certain specific procedures must be followed in order to produce the public deed. Here is a resume of the main steps required to open a company online in Italy:
- Verification of compliance of the foreign company as well as its proper incorporation and operational status in its home country. In order to prove the existence of the company, it is necessary to request a certificate of existence or an equivalent document.
- Translation and legalisation of all the relevant documents related to the foreign company – the Articles of Association to being with, in both languages, that of the country where the company is registered and Italian. The original and translated documents must be sworn or legalised and apostilled, depending on the country.
- Issue of an Italian tax code – partita IVA – for the foreign company
- Online finalisation of the public electronic Deed of Incorporation of the company’s branch office, which must include details such as the address of the registered office in Italy, company object, details of the legal representative in Italy, any foreign shareholders, etc.
- Electronic signature of Memorandum of Association, Articles of Association by all shareholders and subjects involved in the company. Several jurisdictions now accept electronic signatures, which can be submitted via certified online platforms.
- Registration of the branch office in the Commercial Register, providing all required documents relating to the company and its legal representative.
- Opening of an Italian bank account in Italy in the name of the branch office.
- Notification to the competent Police Headquarters of the establishment of the branch office.
- Compliance with tax and contribution obligations such as VAT registration and any necessary registration with social security institutions.
- Corporate compliance with regulations for Italian companies, including privacy regulations (GDPR) or anti-money laundering regulations when applicable.
Simplified online incorporation and registration procedures for foreign companies in Italy
The procedure for the online opening of a secondary office of a EU company in Italy was introduced by the decree implementing the EU Directive 2017/1132 – the most relevant points of this procedure being:
- The digital public deed, produced by means of a videoconference, will be used to establish the secondary office in Italy of a company incorporated in another EU state. This applies to both limited companies and other corporate forms.
- Digital limited company Constitution Decree, which allows the incorporation of digital companies or foreign branches, significantly simplifying the process.
Documents produced by a EU company on decisions of the corporate body, articles of association of the parent company, power of attorney, identification of the person in charge, attribution of powers, may be contained on a digital support with certification by the relevant register.
The documents created by videoconferencing can then be filed in substitution, as far as possible, of the analogical procedure of registration in the public registers in Italy
Electronic signature is used through certified and recognised platforms, which enable the necessary signature by the administration of the parent company or the branch manager. In the event of significant changes in the parent company, such as change of name, incorporation, transformation of the legal form, the registry of the parent company will automatically make the necessary amendments in the business registry where the branch office is registered through the BIRS (Business registers interconnection system).
