Following the outcome of the recent referendum in the United
Kingdom and the dreaded Brexit, an atmosphere of
concern and anticipitation has been created regarding when and how
the British will leave the European Union. Procrastination can be
costly, so those who do not want to wait and prefer to relocate
their businesses in Italy, before the exit procedure complicates
any future steps, must act now.
Brexit outside the UK can translate into
opportunities. The idea being considered by the Italian
government is to take advantage of the situation and create two
"no tax areas" in our country, in the area which hosted
the Expo in Milan and the other in Bagnoli, a district of Naples.
This would cover North and South Italy. If this comes into play it
would be a great attraction for companies wishing to leave
Moreover, if all those who say they are inspired by London
materialize the potential threats and tried to leave the European
system only countries such as Italy could guarantee a certain
amount of stability.
The importance of staying in an EU country is based on the fact
that the citizens of any of its states benefit from the principle
of free movement of persons, goods and capital, and have the
freedom to settle in any country of the Union .
Transferring an established company abroad to Italy requires a
precise procedural process with the assistance of a competent
lawyer . The Boccadutri study offers specific advice, case
by case. It is necessary for a company to have suitable
characteristics for transfer and, when possible, our lawyers would
accompany and speed up the procedures.
First of all, we must consider whether the initial tax and legal
system allow the transfer to another country or, in the event that
in such a circumstance should take place, the dissolution or
The outgoing companies would have to adopt a shareholders'
resolution approving the transfer of the company abroad . It would
be necessary to adopt a new legal form which is compatible with
those provided for in Italy, therefore the statute must be reviewed
under Italian jurisdiction. Then the initial transfer balance sheet
must be highlighted to allow an assessment of the share capital to
The new document, drafted in the languages of the two
countries, would have to be certified by the country of departure
and only then an Italian notary would evaluate it and file it
within the Chamber's records. The documentation, the
tax code, VAT number, filing the signature and specification of an
electronic certificate-mail address would be completed. For tax
reasons, the transfer of a company abroad is subject to the art. 2
of Presidential Decree 131/1986.
There is another possibility, namely that of creating a new
company directly in Italy. Any physical person, citizen of a
European Union member nation, is equivalent to an Italian citizen,
so he or she has the same bargaining power. Nothing, therefore,
forbids setting up or joining Italian companies under the same
rules that Italians are expected to follow. Similarly, European
companies, if they come from European Union states, may be members
of an Italian company.
Freedom of movement extends to workers in the acceding countries
to S.E.E. (Agreement on the European Economic Area) and EFTA,
namely Iceland, Norway, Liechtenstein, Switzerland and San Marino,
but also the citizens of the Vatican State.
Even non-EU foreigners can do business in Italy, but in
this case there must be a distinction between those who live
regularly in our country and those who do not.
A foreigner who is a legal resident must demonstrate the
availability of adequate resources, if necessary, must be
registered in professional bars (required for certain professions).
He or she must have obtained an authorization from the relevant
authority that enables them to practice the chosen profession.
Foreigners who are not regularly resident can become a
member of an Italian company if there is a condition of reciprocity
with the foreign state of which he/she is a national. The
same goes for foreign companies outside the EU. We can discuss the
existence of reciprocity when the foreign state business law allows
Italian citizens (person or company) the same treatment to which
the foreign national applies to be admitted. Reciprocity i.e.,
equal terms. The foreigner is responsible for providing
Who has obtained the Status of Refugee may constitute
companies in Italy if resident for at least three years.
This is the same limit for stateless persons living in our
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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