How to Open a Company in Italy: A Foreign Founder's Guide
Here's something most guides don't tell you: since D.Lgs. 183/2021 came into force, EU-resident founders can complete the entire Italian incorporation process by video call. No flight. No consulate appointment. No physical presence in Italy required. The reform cut weeks off the timeline for EU founders and removed one of the most frequently cited barriers to Italian incorporation.
But digital incorporation isn't the real bottleneck anyway. Most online guides either miss the digital path entirely or fail to name the actual obstacle: the Italian business bank account. A newly formed, foreign-owned SRL can wait 4–12 weeks for a traditional Italian bank to complete its KYC (Know Your Customer) review. That's the gap between "legally registered" and "operationally open."
This guide maps the five-step SRL formation process from start to finish. It distinguishes clearly between the EU and non-EU founder paths. It gives you exact document requirements, realistic costs, and honest timelines — including the banking bottleneck. Company Italy's offices in Milan (Via Monte Napoleone 8), Rome (Via del Corso 184), and Florence (Via de' Tornabuoni 17) have guided founders through this process from 40+ countries and across finance, fashion, tech, and agri-food.
Why the SRL Is the Right Choice for Most Foreign Entrepreneurs
Before walking through the process, you need to choose the right entity. The SRL (Società a Responsabilità Limitata) is the correct choice for the vast majority of foreign founders.
Italy has approximately 1.4 million active SRLs — around 70% of all Italian capital companies. The reasons for this dominance are practical:
- Limited liability: shareholders are only liable up to their capital contribution; personal assets are protected
- Minimum capital: €10,000 total stated capital, with only €2,500 (25%) required as a cash deposit at formation
- Flexible governance: one or multiple directors; articles of association can be customized to reflect your business needs
- Corporate shareholders: your foreign holding company can own shares directly — unlike the SRLS
- Universal acceptance: SRL is accepted by all Italian banks, all licensing authorities, and all regulatory bodies without question
The main alternatives and why they're usually wrong for foreign founders:
SRLS (Società a Responsabilità Limitata Semplificata): €1 symbolic capital sounds attractive but natural persons only — this disqualifies any corporate holding structure. Articles are standardized with no customization. Italian banks treat SRLS with more KYC friction. The "savings" vanish quickly when you need to restructure later.
SpA (Società per Azioni): €50,000 minimum capital, higher governance complexity, more reporting obligations. Appropriate for EU-regulated activities, institutional investment plans, or eventual listing. Not appropriate for most foreign founders establishing Italian operations.
Branch (Sede Secondaria): For an existing foreign company testing the Italian market without committing to a separate legal entity. The parent company assumes full liability for Italian operations. No share capital requirement; simpler setup. Cannot raise Italian equity capital.
For most foreign entrepreneurs forming a new Italian entity, the SRL is the correct choice. For deeper entity analysis, see our guide to what is SRL Italy.
Step-by-Step: How to Open an SRL in Italy
Here is the complete process. EU and non-EU founders follow slightly different paths at Steps 2 and 4 — those differences are explained clearly at each step.
Step 1 — Obtain your Codice Fiscale (Italian tax identification number)
The Codice Fiscale is Italy's national tax identification number. You need it before any Italian legal action, bank account application, or notary appointment. There are three ways to get one:
- At the Italian consulate in your home country: submit an application in person; processing 3–10 days
- At an Agenzia delle Entrate office in Italy: same-day if you're already in Italy (Milan, Rome, or Florence offices all handle this)
- Online via the Agenzia delle Entrate portal: available to EU founders; faster than consulate route
Non-EU founders: apply at the consulate early — before starting any other step. The Codice Fiscale is the bottleneck at the start of the process.
Step 2 — Draft the articles of association (statuto) with a notary
Work with an Italian notary — or a law firm that coordinates with a notary — to draft the company statuto. This document defines:
- Company name (check availability at RegistroImprese.it before drafting — names must be distinct from existing registrations)
- Registered address in Italy (a virtual office is legally valid for registration)
- Business purpose (oggetto sociale) — define this broadly enough to cover planned activities
- Share capital (minimum €10,000; state the full amount, not just the deposit)
- Governance structure (single director, board of directors, powers and terms)
- Dividend rights and transfer restrictions if applicable
EU founders: Schedule a video session with a licensed Italian notary. D.Lgs. 183/2021 (the EU Online Formation Directive transposition) has been operationally active since August 2023. You review and sign the statuto electronically using a qualified electronic signature (QES); the notary certifies and records it as a public act.
Non-EU founders: Prepare an apostilled Power of Attorney (Procura Speciale) authorizing your Italian representative to sign the notary deed. See Step 4 for the full non-EU path.
Step 3 — Deposit minimum share capital at an Italian bank
You must deposit cash at an Italian bank before the notary deed is executed. Minimum: €2,500 (25% of €10,000 stated capital). If you are the sole shareholder, deposit 100% (€10,000).
The bank issues a capital deposit certificate — a formal letter confirming the deposit in the company's name. The notary requires this original document to execute the deed.
Traditional banks (Intesa Sanpaolo, UniCredit, BNL) are accepted by all notaries. Some notaries also accept qualifying fintech banks (Qonto, Finom) — verify with your notary before depositing. The deposit bank does not need to be your future operational bank; they are separate decisions.
Step 4 — Execute the notary deed and file with the Registro delle Imprese
The notary presides over the deed signing. They certify the identity of all signatories, verify the statuto's legal compliance, and prepare the incorporation deed (atto pubblico — a legally binding public document).
After signing, the notary must file the incorporation deed with the local Registro delle Imprese (company register), which is operated by the local Chamber of Commerce, within 20 days (Art. 2463(3) Codice Civile). Registration: 5–10 business days after filing.
After registration, the company receives:
- A Registro Imprese extract (visura camerale) confirming legal existence
- The company's tax code certificate
The Digital Incorporation Path for EU Residents
D.Lgs. 183/2021 transposed the EU Online Formation Directive into Italian law. The technical platform (MIMIT) became operational in August 2023. Since then, EU-resident founders can complete Steps 2 and 4 entirely via video session with a licensed Italian notary — no travel to Italy required.
What "digital incorporation" means in practice:
- You book a video session with a licensed Italian notary (any notary with the digital platform setup)
- The notary verifies your identity via video; you present your valid ID
- You review the statuto together; you sign electronically using a qualified electronic signature
- The notary records this as a public act and files with the Registro delle Imprese
Non-EU founders cannot use the MIMIT digital platform as of 2024. They still require physical presence OR an apostilled Power of Attorney (Procura Speciale).
Step 5 — Activate Partita IVA + file UBO register declaration
Submit the VAT registration form (modello AA7/10) to the Agenzia delle Entrate. Your Partita IVA (VAT number) is issued in 1–5 business days. You need this for all commercial invoicing.
Simultaneously, file your UBO (Ultimate Beneficial Owner) declaration via the MIMIT digital platform. This is mandatory within 30 days of registration. The UBO register identifies all individuals holding 25% or more of shares, or exercising effective dominant control. It became publicly searchable in October 2023. Non-compliance: administrative fines of €103–€1,033 per violation.
Most Italian banks now require a UBO certificate before opening a company bank account. File this within 30 days of registration — treat it as a day-1 priority, not a later task.
EU vs Non-EU Founders: What's Different
The formation process is the same for both groups. The differences are in how you execute Steps 2 and 4, and in the additional documents non-EU founders must prepare.
| Aspect | EU Residents | Non-EU Residents |
|---|---|---|
| Legal basis | TFEU Art. 49 — freedom of establishment; identical rights to Italian nationals | Art. 16 Preleggi — reciprocity principle; applies to virtually all major economies |
| Incorporation method | Digital video session with Italian notary (D.Lgs. 183/2021, operational August 2023) | Apostilled Power of Attorney OR physical presence in Italy |
| Codice Fiscale | Apply online via Agenzia delle Entrate portal | Apply at Italian consulate in home country (3–10 days) |
| Total timeline | 3–6 weeks | 6–16 weeks (apostille + translation adds 2–6 weeks) |
| Total cost | €3,000–€8,000 | €5,000–€12,000 (additional PoA, apostille, translation) |
The non-EU PoA process: your Italian lawyer provides a PoA template; you sign it before any licensed notary in your home country; you obtain an apostille (Hague Convention countries) or consular legalization (non-Hague countries); you have all documents certified-translated into Italian; you send originals to your Italian representative by courier. Your representative then signs the notary deed and manages the registration.
For the full non-EU formation guide, see company formation for non-residents in Italy.
Documents You Need (Exact Checklist)
Prepare these documents before engaging a professional. Having them ready cuts weeks off your formation timeline.
All founders (EU and non-EU):
| Document | Purpose | Notes |
|---|---|---|
| Valid government-issued ID | Notary identity verification + UBO filing | Passport preferred; national ID accepted for EU citizens |
| Codice Fiscale | Required for all Italian legal actions | Obtain from consulate or Agenzia delle Entrate |
| Italian registered office address | Registro delle Imprese filing | Virtual office is legally valid; address is publicly visible |
| Articles of association draft (statuto) | Defines company structure | Prepared with notary or specialized law firm |
| Bank deposit certificate | Confirms share capital deposit | Issued by bank on day of deposit; original required |
| UBO beneficial ownership declaration | Post-registration compliance | File within 30 days of registration |
Non-EU founders additionally:
| Document | Notes |
|---|---|
| Apostilled Power of Attorney | Draft prepared by Italian lawyer; signed before home-country notary; apostilled |
| Certified Italian translation of all non-Italian documents | By sworn translator; carries translator's official stamp |
| Home-country company certificate (if corporate shareholder) | With apostille and certified Italian translation |
| Proof of visa/entry authorization | Only if physically entering Italy to sign the deed |
For corporate shareholders (any nationality):
| Document | Notes |
|---|---|
| Certificate of good standing | From home-country company register; issued within 3–6 months |
| Apostille on corporate documents | Per Hague Convention |
| Corporate resolution authorizing Italian investment | Signed by authorized officers; apostilled |
Originals are always required — copies are insufficient for the PoA route. The notary will review all documents before proceeding.
Timeline and Costs: Realistic Numbers
Formation timeline by phase:
| Phase | Activity | EU Founder | Non-EU Founder |
|---|---|---|---|
| Pre-formation | Codice Fiscale + name search | 3–10 days | 2–4 weeks |
| Deed preparation | Statuto + capital deposit | 1–2 weeks | 1–2 weeks + PoA time |
| Registration | Registro delle Imprese | 5–10 business days | 5–10 business days |
| Post-registration | Partita IVA + UBO | 1–5 days | 1–5 days |
| Bank account | Traditional bank KYC | 4–12 weeks | 4–12 weeks |
| Legal entity ready | — | 3–6 weeks | 6–16 weeks |
| Fully operational | (with bank) | 2–4 months | 3–6 months |
The most important insight: the official Registro delle Imprese registration takes 5–10 business days. But most foreign-owned Italian companies are not fully operational for 2–4 months — because the business bank account takes 4–12 weeks to open through a traditional Italian bank.
Full cost breakdown:
| Item | EU Founder | Non-EU Founder |
|---|---|---|
| Government registration tax | €200 | €200 |
| Stamp duty | €65 | €65 |
| Government concession fee (DPR 641/1972) | €309.87 | €309.87 |
| Chamber of Commerce annual fee | ~€200 | ~€200 |
| Notary fee | €1,500–€3,500 | €1,500–€3,500 |
| Law firm / commercialista | €1,500–€4,000 | €2,000–€5,000 |
| PoA + apostille + translation | — | €500–€2,000 |
| Total (excl. share capital) | €3,000–€8,000 | €5,000–€12,000 |
Share capital (€2,500 minimum deposit) is separate — it is a company asset that becomes the company's working capital after registration, not a fee.
For a complete cost breakdown including city-specific notary rates, see our Italy company formation cost guide.
FAQ: Opening a Company in Italy
Q: Can a foreigner open a company in Italy?
Yes. EU citizens exercise freedom of establishment under TFEU Art. 49 — the same rights as Italian nationals. Non-EU citizens are covered by the reciprocity principle (Art. 16 Preleggi), which permits company formation if the founder's home country grants equivalent rights to Italian nationals. This applies to virtually all major economies. No Italian residency is required to be an SRL shareholder or director.
Q: How long does it take to register a company in Italy?
The Registro delle Imprese (operated by local Chambers of Commerce) processes registrations in 5–10 business days after the notary deed. Total timeline: 3–6 weeks for EU founders using digital incorporation; 6–16 weeks for non-EU founders using a Power of Attorney. Bank account opening extends the fully operational date by a further 4–12 weeks with traditional banks; 1–3 weeks with neobanks.
Q: What is the minimum capital to open an SRL in Italy?
€10,000 total stated capital. At least €2,500 (25%) must be deposited in cash at an Italian bank on the day of the notary deed. A single-shareholder SRL must deposit 100% (€10,000). These funds become the company's working capital after registration — they are not a fee, they are yours.
Q: Do I need a notary to register a company in Italy?
Yes. Italian law requires a notarial deed (atto pubblico) for SRL formation — there is no fully self-service incorporation option. The notary certifies identity, verifies the statuto's legal compliance, and files with the Registro delle Imprese within 20 days (Art. 2463(3) Codice Civile). EU residents can use the digital notary session option (D.Lgs. 183/2021) to avoid traveling to Italy.
Q: What taxes does an Italian company pay?
The main corporate taxes are: IRES (corporate income tax) at 24% standard rate — with a reduced 20% rate for FY2025 under Law 207/2024 for companies that reinvest profits and maintain employment; IRAP (regional production tax) at 3.9% standard rate (ranging 2.6%–4.82% by region and sector); and VAT at 22% standard rate (10% and 4% reduced rates for specific goods and services). From January 2024, all Italian VAT numbers must issue invoices via the SDI e-invoicing platform in XML format.
Your Next Steps
Opening a company in Italy takes 3–16 weeks depending on your nationality. It costs €3,000–€12,000 all-in (excluding share capital). And the main hidden delay — the one that most guides skip entirely — is the business bank account, not the Chamber of Commerce filing.
Company Italy's formation specialists handle the complete process from Codice Fiscale to operational bank account, from offices in Milan, Rome, and Florence.
Book a free 30-minute consultation at info@company-italy.com to get an itemized cost quote for your specific structure and nationality.
You'll also find detailed information in our company formation requirements Italy guide and our non-residents formation guide.
This guide provides general legal information only. Italian regulations change frequently — always verify with a qualified Italian legal professional. Contact our team for a free consultation.