Novità & Aggiornamenti

20 febbraio 2014

Società straniere che intendono investire in Italia, Branch o Subsidiary?







L’Italia non è certamente il Paese con la burocrazia più agevole al mondo.
Ed è per questo che l’operatore straniero che intende investire in Italia spesso rimane scoraggiato e desiste ancor prima di cominciare.
Si tratta di una sfida difficile ma non impossibile. Di seguito delle chiare ed essenziali indicazioni sulle più immediate alternative che la società straniera che intende costituire una filiale in Italia può utilizzare.
JusDem Studio Legale è a disposizione per l’ individuazione della forma e della struttura societaria più adeguata alle esigenze ed a prestare supporto per facilitarne l’operatività in Italia.


The company that wants to set up a secondary establishment to carry out its business in Italy can:

I)                    open a company branch;

II)                  constitute a subsidiary.



A branch is an operational or management structure based in a different location than the head office. It is autonomous but it is not a separated legal entity from the parent company that carries full liability for the branches operations. The branch has the same obligations as an Italian company but is not recognized as a legal entity.
The incorporation process of an Italian company branch is not too different then setting up an ordinary company.

In order to open a branch of a foreign owned company, there are some procedures that need to be taken care of, prior to registration. A branch manager must be appointed and a deed must be issued granting the manager with the powers in order to carry on the daily business of the branch.

Within 30 days from the constitution act of the branch made at the notary’s office, it must be registered with the Register of Enterprises at the local Chamber of Commerce, by filing a statement with the REA (Italian General Business Register). Some documents have to be deposited including the corporate resolutions of the parent company authorizing the set up of the branch in Italy, the By Laws and the certificate of good standing of the parent company. All the documentation must previously be translated by an authorized official translator and certified by an Italian notary.

A branch takes legal form after being registered in the local Register of Enterprises. For the functioning of the branch it is necessary to register for VAT at the Tax Agency (“Agenzia delle Entrate”) and to register its employees at the Labor Agency (“INPS” and “INAIL”).

Regarding the timing, if the object of activity of the branch is not particularly complex, the process it’s quite straightforward and is usually completed in 20 days. Preparing, translating and notarizing the documents requested may take a certain amount of time, depending on the notary’s program, but usually is completed in one or two days. Registering the branch may take up to one week, sometimes, the Italian authority can request additional information on the branch or on the parental company that may cause some delay.


In the case of a subsidiary, the company is only answerable with its assets for the obligations of the company. The liability of the Stockholders is limited to the amount of the participation subscribed by each of them.

The process of setting up a subsidiary, in this case, a limited liability company, is very similar to the one referred to the branch.

This procedure has some differences with the branch procedure: the notary provides to verify and certify the validity of the constitution act of the company by public deed and provides to its inscription. Before the constitution day it is necessary to deposit at least 25{c50d788fd990179dc6a2939c5c60c88fb83b5aea826e8c88c40e1f09bc9031b5} of the share capital (at least euro 2.500) in a bank account and the notary provides also to the inscription on the local Register of Enterprises. In the registration it is not necessary to deposit the documentation related to the holding but it is necessary to deposit the data of the directors, if nominated in the constitution act.

The procedure for the setting up of a subsidiary is simpler than the one necessary for the setting up of a branch, and both from an administrative and fiscal perspective, managing an Italian branch is as difficult as managing an Italian subsidiary.

 Avv.Flavia Volpi

Avv. Marcello Padovani


About jusdemadmin

  • Facebook
  • Google+

Leave a Comment