
Company formation
Foreign-Owned Company in Italy, Set Up from Abroad
Prepared and coordinated while the founders stay abroad; the notary receives the deed and files it.
- Subsidiary S.r.l., branch or representative office
- Remote deed since 15 December 2021
- Notary files within 10 days (Art. 2330 c.c.)
- 48 hours from the signed deed: our practice, not law
A subsidiary, a branch or a representative office, formed from abroad
We prepare and coordinate an Italian presence for a foreign company opening a subsidiary or a branch, for a founder who lives abroad, and for a group testing the market with a representative office. The notary receives the deed; we assemble the file before it and follow it after, as in forming an Italian company.
Can a foreigner own an Italian company? Yes. For a non-EU owner the reciprocity condition of Art. 16 of the preliminary provisions of the Civil Code applies, also to foreign legal persons, and it is disapplied for EU and EEA nationals. A group that wants an existing S.r.l. can see the detailed ready-made companies page.
What's included
Route and form check
The three routes, conditions side by side. A corporate founder takes an ordinary S.r.l.: the S.r.l.s. is for natural persons only (Art. 2463-bis c.c.). See our S.r.l. formation service.
Italian tax codes
Form AA4/8 for each individual founder, director and representative, via a consulate or any Agenzia delle Entrate office; form AA5/6 for the foreign parent.
The foreign document pack
One list per person and document: apostille (L. 1253/1966) or consular legalisation, then sworn translation. The notary decides the final set.
Seat, PEC and the director's PEC
A registered office at a legal address in Italy, the company PEC, and the director's personal PEC, distinct from the company's (D.L. 159/2025 Art. 13(3)).
City seat: an Italian company with its registered office in Rome, or our company formation in Milan service.
The deed, remote or by proxy
We book the videoconference deed, or prepare the special power of attorney signed abroad. The notary receives the deed and files it within 10 days (Art. 2330 c.c.).
From the filing to the entry
We follow the Comunicazione Unica to the Register entry, the tax code and VAT number, INPS and INAIL. More on the partita IVA for foreigners.
After the entry
First annual chamber fee by F24 within 30 days, the single-member declaration (Art. 2470 c.c.), the beneficial-owner filing (D.Lgs. 210/2025), and the file for an Italian bank account for a non-resident.
How the process works, from abroad
Our 48 hours are practice, not a legal term: they run from the signed deed, once the codice fiscale, documents, PEC and registered office are in hand.
Tax codes
Form AA4/8 for each individual founder and director; form AA5/6 for a corporate founder. When: first; no official service time.
Reciprocity and documents
For a non-EU owner without an Italian residence title, the notary may request reciprocity data from the Ministry of Foreign Affairs. Documents are apostilled or legalised, then translated. When: no official term.
Seat and PEC
Registered office, company PEC and the director's personal PEC in place. When: before booking the deed.
The deed
By videoconference, with cash capital wired to the notary's dedicated account; or by an attorney before the notary, capital paid in full by a single member (Art. 2464(4) c.c.). When: one session.
The notary files
Stamp duty and registration tax paid, single filing sent. When: by law, within 10 days (Art. 2330 c.c.).
Register entry
The company exists from registration (Art. 2331 c.c.). When: 5 days for an electronic filing (Art. 11(8) D.P.R. 581/1995); confirmation to its PEC within 5 days.
Agencies
Tax code, VAT number, INPS and INAIL positions from the same filing. When: outcomes within 7 days.
First duties
Annual chamber fee by F24, single-member declaration (Art. 2470 c.c.), a company bank account. When: 30 days; no official term for the bank.
Branch route. Registration requested within 30 days (Art. 2197 c.c.), with the representatives' names and powers (Art. 2508 c.c.); BRIS notice for an EU parent (Art. 4(1) D.Lgs. 183/2021).
Before the deed: no official duration
- Tax codesForms AA4/8 and AA5/6
- Reciprocity data and documentsApostille or legalisation, translation
- Seat and PECsRegistered office, company and director PEC
- Capital to the notaryDedicated account
From the signed deed: legal maxima
48 hours: firm practice, not a legal term
- Notary filesWithin 10 days (Art. 2330 c.c.)
- Register entry5 days for an electronic filing (Art. 11(8) D.P.R. 581/1995)
- Chamber confirmationWithin 5 days
- AgenciesWithin 7 days
- First annual chamber feeWithin 30 days
Not sure which route fits your group?
Tell us who the founders are and where they live; we set out each route's conditions for your file.
The remote deed and the power of attorney
Scope
S.r.l. and S.r.l.s. only, seat in Italy, capital paid in cash (Art. 2(1) D.Lgs. 183/2021). The limit falls on the company formed, not the parties: a foreign parent is not excluded.
Every party abroad
When all parties live outside Italy, the notary receives the deed in any case (Art. 2(4)), on the platform of the Consiglio Nazionale del Notariato.
When the notary may stop
On doubt about identity or legal capacity, including the capacity to represent a company, the notary interrupts and requires presence of the parties, or some of them (Art. 2(5)).
Identity, signature, capital
Electronic identification of high assurance; the notary can issue a qualified signature to a party without one. Capital goes to the notary's dedicated account (Art. 1(63) L. 147/2013).
Uniform models in English
The notary may use uniform model deeds, also in English. When used, the fee may not exceed the Tabella C amount of D.M. 140/2012, halved (Art. 2(3)).
The power of attorney route
A special power of attorney signed abroad, apostilled or legalised and sworn-translated; the attorney signs before the notary in Italy. The Chamber's procura tariff prices a company's standing proxy (Art. 2206 c.c.), not this one.
Documents you will need
The final set is the notary's call; no official list exists. The three parent items are usually requested.
- Passport of every individual founder, director and permanent representative
- Italian tax code of each of them (form AA4/8)
- Italian tax code of a corporate founder (form AA5/6)
- Current extract from the parent's home register
- The parent's resolution to invest or open the branch
- Proof of the powers of the parent's signatory
- Apostille (L. 1253/1966) or consular legalisation on each foreign document
- Sworn translation into Italian of each foreign document
- Special power of attorney, if an attorney signs the deed
- Registered office address, company PEC and the director's personal PEC

Requirements and state charges by route
What the state charges and requires on each route; our own fee is on request. Annual fees are the Marche chamber's 2026 amounts.
| Subsidiary S.r.l. | Branch (sede secondaria) | Representative office (ufficio di rappresentanza) | |
|---|---|---|---|
| What it is | An Italian company, a legal person from registration (Art. 2331 c.c.) | A publicity entry of the foreign company, with its permanent representatives' names and powers (Art. 2508 c.c.) | A REA-only entry |
| Separate from the parent's liabilities | Yes | No | Not a company: a REA-only entry |
| Who may found | A person or a company; the S.r.l.s. natural persons only (Art. 2463-bis c.c.) | The foreign company; a type unknown to the Code follows the S.p.A. rules (Art. 2509 c.c.) | The foreign company |
| Capital | EUR 10,000, or from EUR 1 on the low-capital variant (Art. 2463 c.c.); a single member pays in full | No rule in the sources read | No rule in the sources read |
| Remote signing | Videoconference deed: seat in Italy, cash capital (Art. 2(1) D.Lgs. 183/2021) | Outside the online deed, which covers the S.r.l. and S.r.l.s. only | Not stated in the sources read |
| Statutory term | Notary files within 10 days (Art. 2330 c.c.); Register 5 days for an electronic filing | Registration requested within 30 days; BRIS for an EU parent | Not stated in the sources read |
| State charges at registration | Registration tax EUR 200; deed stamp duty EUR 156; Register stamp duty EUR 65; secretarial fee EUR 90; company PEC EUR 0 | Not in the sources read; stated with the plan | Not in the sources read; stated with the plan |
| Annual chamber fee, 2026 (Marche) | EUR 120 in the first year | EUR 66 | EUR 18 |
| Italian tax codes | The company's from the single filing; founders AA4/8, a corporate founder AA5/6 | The parent AA5/6; representatives AA4/8 | The parent AA5/6 |
| Tax on profits | IRES 24%, taxed as an Italian company | IRES 24% on Italian-source income | Not stated on this page |
Three routes by condition and state charge, 2026; the notary's fee has no official scale.
Sources: Civil Code; D.Lgs. 183/2021; D.P.R. 581/1995; Art. 26(2) D.L. 104/2013; Romagna chamber MUI and fee tables (27 January 2026); Rome chamber; Marche chamber, 2026; Agenzia delle Entrate, IRES.
Beyond a representative office's limits the branch route applies: see the permanent establishment risk guide. The choice is settled in a conversation.
Problems we solve
- "I need a tax code but I am not in Italy"
Form AA4/8 goes through a consulate or any Agenzia delle Entrate office, and a delegate may act. The parent's AA5/6 can be filed by web service or PEC.
- "Remote signing will not apply to us"
The online deed limits the company formed, not the parties, and the notary must receive it when every party lives abroad (Art. 2(4)). Otherwise, the proxy route.
- "Nobody told us the director needs a personal PEC"
Set up before the deed, distinct from the company's, as D.L. 159/2025 Art. 13(3) requires of a sole or managing director.
- "Apostille and translations, and no total"
One list per person and per document, each routed to apostille or legalisation and to a sworn translator before the deed is booked.
- "Registered, but no bank account"
A separate step with no official term. We prepare the bank's onboarding file; the decision stays with the bank.
Documents still at home, founders abroad?
Send us the founders and directors; we return the document list for each, in the order to prepare it.
Why work with ItaliaRegist
From our practice
Each foreign file runs in one order: tax codes first, the parent's documents in parallel, the PECs and the address next, and the deed booked last.
Lorenzo Gatti, formation and corporate changes lead, Rome. Assembles the notary's file, books the videoconference or prepares the proxy, and follows the deed to the Register entry. Italian, English, Spanish.
Related services
- Tax once the company existsCorporate tax, dividends to the parent and treaty questions, taken up after the entry. Read: Tax Advisory for Companies in Italy
- The S.r.l. itselfCapital, by-laws and the single-member route, in detail. Read: our S.r.l. formation service
- A bank account for the companyThe bank's onboarding file for a director who lives abroad. Read: an Italian bank account for a non-resident
- An existing company insteadAn S.r.l. already on the Register, as an alternative to a new deed.
Frequently asked questions
What does your service cost?
Pricing is on request. What drives it: the route, the number of founders and directors, whether a founder is a company (its documents and form AA5/6), a remote deed or a power of attorney, and the duties we take on after the entry. The state's own charges are itemised in the route table above, each with its source.
Do we have to travel to Italy?
No. A cash-funded S.r.l. or S.r.l.s. with its seat in Italy can be formed by a videoconference deed, which the notary must receive when every party lives abroad (Art. 2 D.Lgs. 183/2021). The other route is a special power of attorney signed abroad, apostilled or legalised and sworn-translated.
What do the 48 hours cover?
They are our own practice, counted from the signed deed, with the codice fiscale, the documents, the PEC and the registered office already in hand. The law sets maxima: the notary files within 10 days (Art. 2330 c.c.), the Chamber confirms within 5 days and the agencies within 7 (ComUnica guide). They are not a legal term.
Can our parent company use the online deed?
The statute does not exclude it: Art. 2(1) D.Lgs. 183/2021 limits the company formed, not the parties, and Art. 2(5) lets the notary stop the session over the capacity to represent a company. The S.r.l.s. is closed to a corporate parent (Art. 2463-bis c.c.). Which foreign electronic identities the platform accepts is decided case by case.
Does a director have to live in Italy?
No residence rule applies: the Register records the director's citizenship and domicile (Art. 2383(4) c.c., with Art. 2380-bis). Since 31 October 2025 a sole or managing director also files a personal PEC, which may not coincide with the company's (D.L. 159/2025 Art. 13(3), as the Milan chamber's notice explains).
Do we need an Italian bank account before the deed?
Not for an in-person deed: the capital is paid to the management body named in the deed, in full for a single member (Art. 2464(4) c.c.). On the online deed it is transferred to the notary's dedicated account. The company's own account comes later, as a separate step with no official term.
Can a foreign company or a non-resident own 100% of an Italian S.r.l.?
Yes, as a single member, with the single-member declaration filed (Art. 2470 c.c.). For a non-EU owner the reciprocity condition of Art. 16 of the preliminary provisions of the Civil Code applies, also to foreign legal persons; it is disapplied for EU and EEA nationals. We state the rule, not a verdict for any country.
Can a US citizen start a business in Italy?
The rule is the one for every non-EU national: reciprocity applies (Art. 16 of the preliminary provisions of the Civil Code). The Ministry of Foreign Affairs gives notaries the reciprocity data on request, and holders of the listed residence permits are outside the check (Art. 1 D.P.R. 394/1999). This page gives no verdict for any country.
What does the state charge to incorporate a subsidiary S.r.l.?
Registration tax EUR 200 (Art. 26(2) D.L. 104/2013), stamp duty on the deed EUR 156 (Romagna chamber's MUI table), Register stamp duty EUR 65 and a EUR 90 secretarial fee (fee table of 27 January 2026). Then the annual chamber fee: EUR 120 in the first year, Marche chamber, 2026. The notary's own fee has no published scale.
Branch or subsidiary: what does each cost the state each year?
The 2026 annual chamber fee in the Marche chamber is EUR 66 for the branch of a foreign company, EUR 120 for a new capital company and EUR 18 for a REA-only representative office. The EUR 66 includes the 20% uplift on a national base of EUR 55. Which route fits a group is settled in a conversation.
Does a branch protect the parent from Italian liabilities?
No. A branch is a publicity entry of the foreign company, with its representatives' names and powers (Art. 2508 c.c.), so it gives no separation from Italian liabilities. A subsidiary S.r.l. is a separate legal person from its registration (Art. 2331 c.c.). A branch of a type unknown to the Code follows the S.p.A. rules (Art. 2509 c.c.).
How are a branch and a subsidiary taxed?
IRES is 24%; a non-resident company pays it only on Italian-source income (a branch's case); a subsidiary is taxed as an Italian company. Dividends to a foreign parent bear a 26% withholding; a qualifying EU parent holding 10% for one year may obtain exemption or refund (Art. 27(3) and Art. 27-bis D.P.R. 600/1973, texts valid to 31 December 2026).
What documents does a foreign parent company send?
Its Italian tax code on form AA5/6 and its corporate documents: usually a current register extract, the resolution to invest or open the branch, and the powers of its signatory. Each is apostilled (L. 1253/1966) or legalised, then translated into Italian by a sworn translator. The notary decides the final set.
Does owning an Italian company give the right to live in Italy, and what tax applies to a founder who moves?
Not by itself. The investor visa route involving a company requires at least EUR 500,000 in an Italian capital company (MIMIT, investor visa page). A founder who moves may meet the impatriati regime, under which 50% of Italian employment or self-employment income is taxed, within EUR 600,000 a year (Agenzia delle Entrate). Personal tax advice is outside this page.
Ready to set up in Italy from abroad?
Tell us the route you are weighing and where the founders live; we reply with the plan and what must be ready first.