Tax, VAT, bookkeeping and payroll
Holding Company in Italy, Set Up from Abroad
A holding S.r.l. above your Italian or foreign companies, prepared from abroad: cash or contributed shares, the deed, the filings and the first-year tests.
- An ordinary S.r.l. or S.p.A., no separate legal form
- 95 percent of dividends excluded, 95 percent of qualifying gains exempt (Arts. 89 and 87 TUIR)
- Cash capital by videoconference; contributed shares in person or by proxy
- Filed within 48 hours of the signed deed, documents in hand: our practice, not a legal term
A holding S.r.l. in Italy, prepared from abroad
We prepare and coordinate the set-up of a holding S.r.l. or S.p.A.: an ordinary company whose activity is taking and managing participations. Tax law recognises it by that activity (Arts. 87(5) and 162-bis TUIR), not by a separate form. The notary receives and files the deed. Group tax questions go to an English-speaking tax advisor for a foreign-owned Italian company.
Three buyers come to us: a founder with an operating Italian company who wants a holding above it; a foreign group placing an Italian sub-holding; a founder forming a new holding with cash for later acquisitions.
What's included
Preparation and coordination from the first chart to the first balance sheet.
Structure file
Cash or contributed shares, control or a non-control stake, where the board sits, any EU parent above: each with its statutory condition.
Tax code and documents
A codice fiscale for each non-resident founder and director, and the founders' documents apostilled or legalised and sworn-translated.
Deed coordination
The notary booked by the route the capital allows: videoconference for cash, in person or by proxy for contributed shares.
Filing follow-up
From the notary's filing to the Register entry, with the holding's codice fiscale and partita IVA obtained through the single filing.
Beneficial-owner filing
The beneficial owner filed for the holding and for each subsidiary; ownership through controlled companies counts as indirect.
Share-contribution file
Where an operating company moves under the holding: the control test, the Art. 177 TUIR value rule and the quota transfer.
Year-one calendar
With the bookkeeper: the participations' classification, the 50 percent test, the shell-company test, any consolidation election, the returns.
Shares to be held through an authorised società fiduciaria: see fiduciary services in Italy. A foreign parent selling into Italy in its own name needs its own number: getting an Italian VAT number as a foreign company.
Cash capital or contributed shares
The capital route decides both the deed and the tax route. The conditions of each sit side by side below; the choice is yours, made in a conversation. Taking over an existing S.r.l. as the vehicle is a third route, sold as ready-made Italian companies.
| Condition | Cash capital | Shares contributed |
|---|---|---|
| Deed route | in person, by proxy or by videoconference on the notarial platform (Art. 2(1) D.Lgs. 183/2021) | in person or by proxy only |
| Valuation | none | required for the shares contributed, before the deed |
| Registration tax | EUR 200 fixed (Art. 26(2) D.L. 104/2013) | depends on the deed; the notary confirms it |
| Moving an existing company | not applicable | realisation value = the share of net equity the holding books; no taxable income on a share exchange that gives control, cost carried over (Art. 177 TUIR) |
| Stake that qualifies | any | control (Art. 2359(1)(1) c.c.), or more than 2 or 20 percent of votes, or 5 or 25 percent of capital, into a holding owned only by the contributor (Art. 177(2-bis)) |
| PEX holding period | 12 months (Art. 87(1)(a) TUIR) | 12 months; 60 months for shares received under Art. 177(2-bis) |
| Our 48-hour practice | runs from the signed deed, with documents, codice fiscale, PEC and registered office in hand | the valuation and the legalised title documents come first |
Cash capital against contributed shares, 2026 law.
Before: the founder holds the operating company directly
After: a holding S.r.l. sits between them
Which route fits your group is settled with us before the deed, on these conditions.
How the set-up works, step by step
Structure decision
You and us, with your adviser if any: capital route, control, board location, any EU parent above. No fixed term.
Tax code
Each non-resident founder and director obtains a codice fiscale at an Italian consulate or an office in Italy (Agenzia delle Entrate). No fixed term.
Documents
You, abroad: apostille (Hague Convention of 5 October 1961) or consular legalisation, then sworn translation into Italian. Often the longest step.
The deed
The notary: cash capital in person, by proxy or videoconference; contributed shares in person or by proxy (Art. 2 D.Lgs. 183/2021). Company PEC and the director's own PEC in hand.
Filing
The notary files within 10 days (Art. 2330 c.c.); the Register enters within 5 days of an electronic filing (Art. 11(8) D.P.R. 581/1995); chamber 5 days, agencies 7 (GuidaComUnica). Through DIRE since 12 February 2026.
Beneficial owner
The holding and each subsidiary file their beneficial owner; ownership through controlled companies counts as indirect (Art. 20 D.Lgs. 231/2007).
Share contribution, where chosen
A notarial deed and a quota transfer filed with the Register, under the Art. 177 TUIR value rule.
First balance sheet and returns
The directors and the bookkeeper: participations as financial fixed assets; Redditi SC and IRAP by the last day of the tenth month, sent by an enrolled intermediary or the company.
Our 48 hours run from the signed deed, with the documents, codice fiscale, PEC and registered office in hand: practice, not a statutory term.
Before the deed: no fixed term
- Structure decisionYou and us, with your adviser if any
- Tax codeEach non-resident founder and director
- DocumentsYou, abroad: apostille or legalisation, sworn translation
From the signed deed
48 hours: our practice, not a legal term
- The deedThe notary
- FilingThe notary; the Register; chamber and agenciesNotary 10 days (Art. 2330 c.c.)Register 5 days of an electronic filing (Art. 11(8) D.P.R. 581/1995)Chamber 5 days, agencies 7
- Beneficial owner and share contributionHolding and subsidiaries; notarial deed where chosenNo published time
- First balance sheet and returnsDirectors and bookkeeper; an enrolled intermediary or the company sends the returnLast day of the tenth month after year end
Moving an existing company under the holding?
The capital route, the control test and the 60-month clock are settled before the deed, not after.
Documents you will need
- A codice fiscale for each founder and director
- For a corporate founder, its certificate of incorporation or register extract
- The corporate founder's statute
- Its board resolution approving the holding and naming its representative
- A power of attorney for the deed, where a founder does not attend
- An apostille or consular legalisation on every foreign document
- A sworn translation into Italian
- For contributed shares, the documents of title and the valuation
- The company PEC and the director's own PEC
- The beneficial owner's details
The tax rules a holding is built around
Both 95 percent regimes apply in full from 1 January 2026, restored by D.L. 38/2026 Art. 11. The rules below are 2026 law.
| Rule | What it gives or requires | Article |
|---|---|---|
| Dividends from an Italian subsidiary | 95 percent excluded; IRES at 24 percent on the remaining 5 percent | Art. 89(2) TUIR |
| Dividends from a foreign subsidiary | the same exclusion, where the subsidiary is not in a privileged-tax state | Art. 89(3) TUIR |
| Gains on qualifying shares (PEX) | 95 percent exempt | Art. 87(1) TUIR |
| PEX condition (a) | uninterrupted holding from the first day of the twelfth month before the sale | Art. 87(1)(a) TUIR |
| PEX condition (b) | shares classed as financial fixed assets in the first balance sheet closed during ownership | Art. 87(1)(b) TUIR |
| PEX conditions (c) and (d) | subsidiary not resident in a privileged-tax state; a commercial business at least from the start of the third tax period before the sale; for a holding sold, tested on the companies making up most of its value | Art. 87(1)(c), (d), (2), (5) TUIR |
| Holding class and IRAP base | participations above 50 percent of total assets; interest expense enters the IRAP base at 96 percent | Art. 162-bis TUIR; Art. 6(9) D.Lgs. 446/1997 |
| Group taxation | control above 50 percent; election for three financial years, irrevocable while control lasts | Arts. 117 and 120 TUIR |
| EU parent above the holding | no withholding at source, or a refund, on a direct holding of at least 10 percent held for one year | Art. 27-bis D.P.R. 600/1973, text running to 31 December 2026 |
The tax rules of an Italian holding, 2026 law; the D.P.R. 600/1973 text cited runs to 31 December 2026.
What the state charges at formation, 2026
State duties and chamber fees, with source and year. The notary's fee has no official scale, and ours is on request.
| Charge | Amount, 2026 | Source |
|---|---|---|
| Stamp duty on the deed | EUR 156 (EUR 300 where real estate is contributed) | Chamber of Commerce of Romagna, stamp duty through the MUI |
| Register stamp duty | EUR 65 for a capital company | Chamber of Commerce of Romagna, stamp duty through the MUI |
| Registration tax | EUR 200 fixed on a cash deed; for contributed shares, set on the deed | Art. 26(2) D.L. 104/2013 |
| Secretarial fee | EUR 90 for the entry of the deed and the single-member notice | Chamber of Commerce of Romagna, 2026 table |
| First-year diritto annuale | EUR 120 in Rome, not pro-rated | Chamber of Commerce of Rome, 2026 |
State charges on forming a holding S.r.l., 2026. The secretarial fee is the Romagna chamber's table.
Problems we solve
- Shares booked in the wrong class
The PEX is lost on a later sale unless the participations sit among financial fixed assets in the first balance sheet (Art. 87(1)(b) TUIR). It is in the year-one calendar.
- A holding with no revenue
From the second tax period, revenue below 1 percent of the participations' value makes it non-operating: deemed income of at least 0.75 percent and IRES 10.5 points higher (Art. 30 L. 724/1994; D.L. 138/2011 Art. 2).
- The 12-month clock that is really 60
Shares the holding received under the Art. 177(2-bis) contribution carry a 60-month holding period for the PEX (Art. 177(2-quater) TUIR). We flag it before the deed.
- A foreign holding run from Italy
A foreign holding over an Italian company is presumed Italian-resident if Italian residents control it or most of its board live in Italy, unless it proves otherwise (Art. 73(5-bis) TUIR).
- A holding with no function
Operations without economic substance whose essential effect is an undue tax advantage are abuse of law, even if formally compliant (Art. 10-bis L. 212/2000). The file records the holding's purpose.
Holding already formed, first balance sheet ahead?
Classification, the 50 percent test and the shell-company test, checked before year one closes.
Why work with us
From our practice
We assemble the group chart and the founders' documents before the notary is booked, match the deed route to the capital, and put the first balance sheet and the second-period shell-company test in the year-one calendar before the company exists.
Federica Conti leads tax and compliance coordination in Rome, in Italian, English and French. She states the statute's conditions; the choice of structure stays yours.
Staff in the operating company
Payroll is run by an enrolled consulente del lavoro, whom we coordinate.
Frequently asked questions
Do you set up the holding company yourselves?
No. The notary receives the deed and files it with the Business Register within 10 days (Art. 2330 c.c.). We prepare the file the notary works from, coordinate the deed by the route the capital allows, and follow the filing to the Register entry, the codice fiscale and the partita IVA of the holding.
Should we capitalise the holding with cash or with our existing shares?
That choice is yours, and we do not make it for you. Each route has its own conditions: cash allows a videoconference deed; contributed shares need an in-person or proxy deed, a valuation, the Art. 177 TUIR value rule and, under comma 2-bis, a 60-month PEX clock. We set them side by side in a conversation.
What does the set-up of a holding cost?
Our fee is on request. It depends on the capital route, the number of founders and companies involved, and the documents to be legalised and translated. The state's part is fixed: EUR 156 deed stamp duty, EUR 65 Register stamp duty and EUR 200 registration tax on a cash deed, plus the chamber fees in the table above (2026).
Is the holding really filed within 48 hours?
The 48 hours are our practice, counted from the signed deed with the documents, codice fiscale, PEC and registered office already in hand. They are not a legal term: the law gives the notary 10 days to file and the Register 5 days to enter an electronic filing. For contributed shares, the valuation and title documents come first.
What does a holding company actually do?
It takes and manages participations in other companies. In Italy it is an ordinary S.r.l. or S.p.A. recognised by that activity, not a separate legal form (Arts. 87(5) and 162-bis TUIR). It is classed as a non-financial holding when its participations exceed 50 percent of total assets in the last approved balance sheet.
How much tax does a holding S.r.l. pay on dividends from its subsidiaries?
95 percent of a dividend from an Italian subsidiary is excluded, so IRES at 24 percent falls on the remaining 5 percent (Art. 89(2) TUIR; Agenzia delle Entrate). The same exclusion applies to a foreign subsidiary that is not resident in a privileged-tax state (Art. 89(3)). The regime applies in full from 1 January 2026.
How long must the holding keep the shares to benefit from the exemption?
12 months of uninterrupted holding, counted from the first day of the twelfth month before the sale (Art. 87(1)(a) TUIR). Where the holding received the shares under the Art. 177(2-bis) contribution route, the period runs to the 60th month before the month of sale (Art. 177(2-quater)). The other three PEX conditions apply as well.
Can I move my existing Italian company under a new holding without tax on the gain?
Where the contribution gives the holding control, or a qualifying stake into a holding owned only by the contributor, the realisation value is the net equity the holding books (Art. 177(2), (2-bis) TUIR). D.Lgs. 148/2026 Art. 9 extends this below tax cost, from the tax period after the one in progress at 31 December 2025.
Can the holding be formed online by videoconference?
Only with cash capital. Art. 2(1) D.Lgs. 183/2021 limits the videoconference deed to an S.r.l. or S.r.l.s. with its seat in Italy and capital paid in cash. A holding capitalised by contributing shares needs a deed signed in person or by proxy. Where every party lives abroad, the notary receives the deed in every case (Art. 2(4)).
What tax does the holding pay when it sells a subsidiary?
95 percent of a qualifying gain is exempt, so IRES falls on 5 percent of it (Art. 87(1) TUIR). The four PEX conditions must hold: the holding period, classification as financial fixed assets, no privileged-tax residence and a commercial business. Both 95 percent regimes were restored in full from 1 January 2026 by D.L. 38/2026 Art. 11.
Can a holding with no revenue be treated as a shell company?
Yes, from its second tax period. If revenue falls below 1 percent of the participations' value, averaged over three years, the holding is non-operating: deemed income of at least 0.75 percent of that value and IRES 10.5 points higher (Art. 30 L. 724/1994; D.L. 138/2011 Art. 2). The test does not apply in the first tax period.
What are the disadvantages of a holding company?
The statute adds burdens. The participations must be booked as financial fixed assets in the first balance sheet, or the PEX is lost (Art. 87(1)(b) TUIR). The shell-company test applies from the second tax period. Shares received under comma 2-bis carry a 60-month clock. A holding without economic substance risks the anti-abuse rule (Art. 10-bis L. 212/2000).
Can I put the holding abroad and run it from Italy?
A foreign company that controls an Italian company is presumed Italian-resident, unless it proves otherwise, if Italian residents control it or most of its board are Italian residents (Art. 73(5-bis) TUIR). Where the board sits and who controls the foreign holding are therefore set out in the structure file before the deed.
How do I open a holding company in Italy?
Decide the capital route; obtain a codice fiscale for each non-resident founder and director; legalise and translate the documents; sign the deed before the notary, by videoconference only with cash capital (Art. 2(1) D.Lgs. 183/2021). The notary files within 10 days, the Register enters within 5 days of an electronic filing, then the beneficial owner is filed.
What does the state charge to form the holding?
In 2026: EUR 156 stamp duty on the deed, EUR 65 Register stamp duty, EUR 200 registration tax on a cash deed (Art. 26(2) D.L. 104/2013), a EUR 90 secretarial fee in the Romagna chamber's table, and a first-year diritto annuale of EUR 120 in Rome. The notary's fee has no official scale.
Plan your Italian holding with us
Tell us about your companies and your shareholders. We return the route, the documents and the steps.