Abstract
This article examines the legal preparation required when a foreign investor establishes a company in Italy. It considers the choice of corporate vehicle, capital and constitutional arrangements, incorporation documents, registration, beneficial ownership, taxation, employment and immigration. The discussion also addresses liquidation and the Italian judicial authorities cited in the text. The analysis distinguishes the act of formation from the wider requirements for lawful operation and a workable exit. For foreign founders, a coordinated approach should connect the ownership structure, funding, governance, regulated activity and allocation of continuing professional responsibilities before incorporation is treated as complete.
Introduction
Setting up a company in Italy requires more than choosing a legal form and signing a deed. A foreign investor must establish who may invest, how the business will be funded and managed, and what must be completed before trading begins. The founder’s right to live and work in Italy is a separate question.
For a Turkish group establishing an Italian subsidiary, or an individual investing from abroad, the most useful advice connects incorporation with the intended operation. A low capital figure may be lawful but commercially inadequate. A completed registration may still leave banking, licensing or immigration work unfinished. This guide explains the principal decisions and the questions to resolve with counsel before committing funds.
Can a foreign investor own an Italian company?
Foreign individuals and companies can establish or acquire Italian businesses, but “any nationality, without conditions” is too broad. Depending on the investor’s status, Article 16 of the preliminary provisions to the Civil Code requires consideration of reciprocity. EU rules, qualifying residence status or an applicable investment treaty may displace that inquiry. Eligibility should be confirmed for the actual shareholder and transaction.1
A wholly foreign-owned subsidiary is possible; there is no universal requirement to introduce an Italian shareholder. Strategic-sector screening, commonly called Golden Power, and regulated-activity approvals require separate assessment. These issues concern the business and transaction, not simply whether the proposed vehicle is an SRL or SPA.2
For Turkish investors, the formation memorandum should identify the basis on which the investor is admitted, the proposed ownership chain and any necessary approvals. The same review should address the proposed directors’ eligibility, authority and intended activities. A person remaining abroad and a person relocating to manage the business present different practical and immigration questions.
Choosing between an SRL, SRLS and SPA
An ordinary SRL does not always require EUR 10,000
The società a responsabilità limitata, or SRL, provides a flexible limited-liability structure. Article 2463 permits capital of at least EUR 1 and below EUR 10,000, subject to special rules. Low capital is therefore not confined to the simplified SRLS. The distinction affects both the cash needed at signing and the choice of articles.3
For an ordinary SRL with capital of EUR 10,000 or more, at least 25% of cash contributions is generally payable at formation. A sole founder must pay the cash contribution in full. Where capital is below EUR 10,000, contributions must be in cash and fully paid. Contributions in kind require their own statutory analysis.4
A below-EUR 10,000 SRL must allocate at least one fifth of annual net profits to its legal reserve until capital and reserve together reach EUR 10,000. That reserve has restricted uses and must be replenished if reduced. A EUR 1 company is not a business exempt from capital maintenance or future funding needs.5
The simplified SRLS: a narrower formation model
The società a responsabilità limitata semplificata is formed by natural persons, not a corporate parent. Its capital must be at least EUR 1 and below EUR 10,000, fully paid in cash. Mandatory standard-form clauses constrain the drafting. The statutory relief from notarial fees does not make the entire formation or subsequent operation cost-free.6
The choice should follow the ownership and governance plan. An individual’s modest venture may suit a simplified structure. A joint venture requiring tailored voting arrangements, transfer controls or future investment deserves closer examination of an ordinary SRL. Saving at incorporation can be poor value if the initial documents do not accommodate the intended relationship.
SPA and forms carrying personal liability
The società per azioni, or SPA, has minimum capital of EUR 50,000 and a share-based structure suited to more substantial corporate arrangements. It should be selected for the financing and governance required, not merely for its name. By contrast, all partners in a società in nome collettivo, or SNC, bear unlimited joint and several liability. A sole proprietorship likewise provides no separate corporate liability shield.7
A foreign business may also consider a branch rather than a subsidiary. A branch is not an independent legal entity and leaves liability with the foreign parent. A representative office is a different, non-commercial arrangement. It should not be used as a label for an establishment that will actually trade.8
Capital, control and the documents that govern the business
Separate share capital from the operating budget. Prepare a funding plan covering premises, stock, staff, professional services and the period before customers pay. Decide whether further funding will be equity or a loan, and obtain advice on its terms and tax treatment. The legal minimum is not a forecast of the amount needed to run the company.
For an SRL, limited liability also requires attention to the rules protecting creditors. Article 2462 contains a specific insolvency exception for certain single-member situations where contribution or disclosure requirements have not been satisfied. A sole shareholder should not assume that the company’s name alone settles every question of personal exposure.9
Before signing, agree who appoints directors, who may sign, which decisions require shareholder approval and how information will be reported. Address share transfers, a shareholder’s withdrawal, deadlock and future fundraising. Where the founders come from different jurisdictions, check that the articles and any shareholders’ agreement are consistent. An English summary is useful, but it must accurately reflect the operative Italian documents.
Documents, registration and the formation process
Begin with a document plan agreed with the receiving Italian notary. For individuals, it normally starts with identification, relevant tax-code details and the information needed for eligibility checks. A corporate investor should be ready to establish its existence, ownership, approval of the investment and the representative’s authority. The precise documents depend on the investor, jurisdiction and transaction.
Foreign documents may require authentication and Italian translation. For Turkish public documents within the Hague Apostille Convention, an apostille generally replaces consular legalisation. That does not dispense with applicable translation requirements. Agree the required form before obtaining signatures or commissioning a translation.10
The bank and relevant professionals must also complete anti-money-laundering checks. Expect questions about beneficial ownership, the business purpose and the source of funds. A corporate chart should lead to the relevant individuals and be supported by evidence. Identifying the beneficial owner is not the same task as checking the current filing rules for a beneficial-ownership register.11
The SRL or SPA incorporation deed is executed in public form before the notary. Registration in the Registro delle Imprese is the constitutive step. The ComUnica system coordinates relevant business-register, tax and, where applicable, social-insurance and business-activity filings. A tax code, VAT registration, company registration and permission to carry on a regulated activity should not be treated as interchangeable documents.12
Ask for a completion package containing the executed deed, articles, registration evidence, appointment details and a list of outstanding steps. Allocate responsibility for banking, the registered office, digital communications, accounting and any local authorisation. Registration is a milestone, not confirmation that every operational requirement has been satisfied.
Can incorporation be completed remotely?
Italian law permits qualifying SRL and SRLS formations by videoconference before an Italian notary. The procedure concerns companies with an Italian seat and cash contributions, using the prescribed platform and signature safeguards. Contributions are transferred to the notary’s dedicated account. The notary must require physical attendance where the specified identity, capacity or representation concerns arise.13
A foreign founder should therefore obtain confirmation of the proposed execution method before making travel plans. Online incorporation is not an ordinary video call followed by emailing a scanned signature. Where representation by power of attorney is proposed instead, agree its wording and authentication with the notary in advance.
What does company formation cost, and how long does it take?
Request an itemised estimate separating capital from fees and expenses. It should identify notarial work, registry charges, legal advice, translation, authentication, accounting setup and any address or banking services. Establish which costs recur annually and what is payable if the transaction changes or does not proceed.
A universal promise of incorporation and full operational readiness within one or two weeks is not a sound basis for a cross-border project. The timetable depends on document acceptance, ownership checks, funding, the notarial process, registration and any sector permissions. Ask which event each estimated date describes. The same caution applies to an advertised fixed period for closing a company.
Corporate tax and payments between Italy and Türkiye
The ordinary IRES corporate income-tax rate is 24%. The ordinary IRAP regional-tax rate is 3.9%, subject to regional and sector distinctions, while the standard IVA rate is 22%. These taxes apply to different bases. Adding the percentages does not produce an effective corporate tax rate. The transaction may also engage exemptions, special regimes or other taxes.14
The operating model matters as much as the headline rates. Obtain advice on where management and activity will occur, the treatment of cross-border transactions, the availability of deductions and the obligations associated with staff. Budget employer contributions and payroll administration separately, using the actual workforce and activity rather than a universal percentage.
The Italy and Türkiye double taxation agreement separately addresses dividends, interest and royalties. It is not a blanket exemption for payments to a Turkish parent. The recipient’s treaty entitlement, the nature of the payment, beneficial ownership where relevant and the evidence needed for relief should be examined before funds move.15
For a group structure, request a payment-flow analysis rather than a statement that a treaty exists. It should address the proposed capital or loan, distributions and any licence or service arrangements, with advisers in both countries responsible for their respective conclusions. A treaty analysis does not replace the assessment of domestic filing, withholding and related-party rules.
Does an Italian company provide a residence permit?
No. Owning a company and holding permission to reside or work in Italy are separate matters. A non-EU founder who intends to relocate needs a route appropriate to the proposed activity and personal circumstances. Ordinary self-employment, investor residence and other work routes should not be combined into one “company formation visa”.16
Self-employment and the 2026 to 2028 framework
The official implementing circular for the 2026 to 2028 entry programme allocates 650 self-employment admissions annually across specified categories. Its entrepreneur category includes a project involving at least EUR 500,000 of the applicant’s own resources and at least three new jobs. That category is not the only route, and its conditions should not be applied to every self-employed applicant.17
An allocation is not evidence that places remain available. Counsel should identify the relevant category, present procedural position, consular requirements and alternatives before a relocation timetable is adopted. Forming a EUR 1 SRL does not establish eligibility under a route requiring a substantially funded business project.
The Investor Visa route and the venture-capital amendment
The investor framework operates outside the ordinary entry quotas. Its principal thresholds are EUR 2 million in Italian government bonds, EUR 500,000 in qualifying company capital, EUR 250,000 in a qualifying innovative startup, or EUR 1 million for a qualifying philanthropic donation. Law No. 193/2024 also extended the EUR 500,000 category to capital instruments of a venture-capital fund established and operating in Italy. The precise vehicle and programme requirements must be checked before investment.18
The investor process requires its own clearance, visa and residence formalities. Official guidance requires the investment or donation to be completed within three months of arrival in Italy. The initial investor residence permit is for two years, with a possible three-year renewal subject to the relevant conditions and evidence. A payment that happens to match a threshold is not, by itself, an approved application.19
Nor is this necessarily a route only for someone who will remain passive. Article 26-bis(5-bis) gives the investor-permit holder the rights associated with the self-employment permit. The intended work must still be assessed against applicable professional and activity-specific requirements.20
Planning the exit: two Italian Supreme Court decisions
Exit planning should begin before the investment. Decide how shares might be transferred, how a dispute would be resolved and who will retain the company’s records. If liquidation becomes necessary, prepare an inventory of liabilities, receivables, pending proceedings and distributions. Two recent decisions show why removal from the register is not the end of every legal relationship.
No. 3625/2025: tax exposure after cancellation
In judgment No. 3625/2025, published on 12 February 2025, the Italian Supreme Court’s United Sections examined former shareholders’ exposure to a deregistered company’s tax debt. Receipt of liquidation sums concerns the extent of personal exposure and the interest in bringing the claim, rather than simply whether the shareholder can be a successor in proceedings. Where contested, the tax authority must establish the relevant facts through the required procedure. The Court also recognised that other transferred assets or guarantees can matter.21
The practical point is not that every shareholder becomes liable for every company debt. It is that distributions, evidence and procedural safeguards require examination before an investor treats cancellation as a clean financial exit.
No. 19750/2025: a company’s claims can survive its extinction
In judgment No. 19750/2025, the United Sections held that a company’s extinction does not itself extinguish its outstanding claims, which pass to shareholders unless the requirements for a genuine remission of the debt are established. Merely omitting a claim from the final liquidation accounts does not justify presuming its waiver. A debtor relying on extinction of the claim bears the relevant burden of allegation and proof.22
An investor should therefore identify unfinished claims and litigation expressly in the exit plan. These judgments concern the consequences of cancellation. They do not determine a foreign founder’s admission, residence eligibility or the time needed to incorporate.
Choosing a lawyer for company formation in Italy
A foreign client should know who is giving the Italian-law advice and who will coordinate issues arising in the home jurisdiction. Verify the responsible professionals’ registration and agree the client’s identity, conflicts position and reporting language. A formation agent’s introduction does not establish that everyone involved represents the investor’s interests.
The notarial deed, commercial legal advice and accounting setup serve different purposes. Define whether the legal engagement includes eligibility, structure, articles, shareholders’ arrangements, financing, licences, tax coordination and immigration. Require a separate explanation of exclusions and of work that must be undertaken by another qualified professional. Incorporation assistance should not silently be presented as a residence or tax opinion.
At the first consultation, provide the proposed activity, ownership chart, intended directors, funding source, preferred location, staffing plan and any intention to relocate. Ask for a written issues report, document checklist, execution plan and itemised fee proposal. For a Türkiye-Italy project, establish who is responsible for the Turkish corporate approvals and documents as well as the Italian formation.
Frequently asked questions
Can a Turkish investor own 100% of an Italian company?
A wholly foreign-owned structure is possible without a universal Italian-partner requirement. The investor’s eligibility, any reciprocity or treaty issue and applicable sector restrictions must still be checked. The ownership structure should be approved before documents and payments are finalised.
Is EUR 10,000 always the minimum capital for an ordinary SRL?
No. Article 2463 also permits at least EUR 1 and below EUR 10,000, with full cash payment and an enhanced reserve obligation. This possibility is not restricted to the simplified SRLS.
Can a Turkish company establish an SRLS subsidiary?
The simplified form is constituted by natural persons. A corporate parent should assess an ordinary SRL or another suitable form rather than assume it can use the SRLS formation model.
Is a sole founder allowed to pay only 25% of the capital?
Not for the cash contribution of a sole-founder SRL. The full-payment rule applies. In addition, the below- EUR 10,000 regime requires full cash contributions regardless of the number of founders.
Can I form the company without travelling to Italy?
Qualifying SRL and SRLS formations may use the statutory notarial videoconference procedure. Identity, signatures, authority and funding must satisfy its requirements. The notary may require physical attendance in the cases specified by law.
Will opening a company give me Italian residence?
No. The founder needs an appropriate immigration basis. The requirements for ordinary self-employment and investor residence are distinct from those for incorporating a company.
Does the investor route cover venture-capital funds?
Article 26-bis, as amended by Law No. 193/2024, includes the specified EUR 500,000 investment in capital instruments of a qualifying Italian venture-capital fund. Confirm the fund and application requirements before subscribing.
Does an Italian company simply pay 24% tax on everything?
No. IRES is only one part of the analysis. IRAP, IVA, payroll, withholding and other rules may apply to different amounts and activities. Treaty relief also requires a separate assessment.
Is a company formation lawyer the same as a notary or accountant?
Do not assume their engagements cover the same work. Ask who is responsible for the public deed, protecting the investor’s commercial position, tax compliance and immigration advice, and record the allocation in writing.
Does cancelling the company remove every remaining claim or liability?
No. The Supreme Court decisions discussed above show that tax exposure and outstanding company claims can require further analysis. A documented liquidation and exit review is essential.
Conclusion
A successful formation leaves the investor with more than a certificate. It produces an ownership structure that can be justified, articles that reflect the commercial agreement, a workable funding plan and a clear allocation of responsibility for compliance. For a foreign founder, those decisions should be made together, while incorporation and immigration remain legally distinct.
Bibliography
Legislation and Treaties
Civil Code, Article 2463, including the below-EUR 10,000 capital rule, as officially reproduced in the notes to Ministerial Decree No. 155/2022; cross-checked against the government company-formation guide.
Income Tax Law No. 193. https://mevzuat.adalet.gov.tr/mevzuat/103111.
Italy and Türkiye double taxation agreement signed in Ankara on 27 July 1990, ratified by Italian Law No. 195 of 7 June 1993, Articles 10 to 12.
Legislative Decree No. 183/2021, Article 2(1), (2), (4) and (5): eligible videoconference incorporations, dedicated-account contributions, qualified signatures, parties abroad and mandatory in-person checks where specified concerns arise.
Legislative Decree No. 231/2007, as explained by the Bank of Italy’s Financial Intelligence Unit; joint MEF, Bank of Italy and UIF beneficial-ownership FAQs. Registry information does not replace customer due diligence. UIF legal framework; Official beneficial- ownership FAQs.
Legislative Decree No. 286/1998, Articles 26 and 26-bis; government work-and-immigration guidance distinguishes ordinary self- employment, investor and other admission routes. Company ownership is not an immigration permission. Government immigration guide.
Legislative Decree No. 6/2003 is cited for the enacted provision, not as a consolidated Code; read with current ICE guidance on SRL cash payments. Enacted Code provisions; ICE formation guidance.
Judicial Decisions
Corte Suprema di Cassazione, Sezioni Unite, judgment No. 19750/2025, publication date 16 July 2025 shown on the official PDF, section 6.4, printed page 19. Full official judgment on surviving claims and the absence of presumed waiver from omission in liquidation accounts. Full Supreme Court judgment.
Corte Suprema di Cassazione, Sezioni Unite, judgment No. 3625/2025, published 12 February 2025, section 4, printed pages 35 and 36. Full official judgment on former shareholders, liquidation receipts, tax exposure and the required procedural route. Full Supreme Court judgment.
Institutional and Official Materials
DPCM 2 October 2025, implemented by joint Circular No. 8047 of 16 October 2025, particularly printed page 6.
Invest in Italy, “Setting up a company”, distinguishing a subsidiary, branch and representative office. A representative office is described as non-commercial; the parent remains responsible for a branch. Government market-entry guidance.
Invest in Italy, “Sistema fiscale”: ordinary IRES at 24%, ordinary IRAP at 3.9% with regional and sector distinctions, and standard IVA at 22%. These are different taxes and bases, not a combined effective tax rate. Official tax overview.
Italian Consulate General in Istanbul, “Traduzione e legalizzazione dei documenti”, on Turkish public documents, apostille, Italian translation and relevant exceptions.
Italian Government, Invest in Italy, “Setting up a company”, on foreign-controlled subsidiaries and market-entry forms. See also Chamber of Deputies, dossier CP0924R, for the strategic-investment screening framework. Sector and transaction-specific screening requires current advice. Government guide; Parliamentary dossier.
Italian Ministry of Foreign Affairs, “Diritti e Reciprocità”.
MIMIT, Investor Visa for Italy, “Phase 2” and “Phase 3”: residence-permit application, completion within three months of arrival, evidence, maintenance and renewal. Immigration decisions remain subject to the applicable conditions. Post-entry procedure; Renewal procedure.
Footnotes
1. Italian Ministry of Foreign Affairs, “Diritti e Reciprocità”, explaining Article 16 of the preliminary provisions to the Civil Code and statutory or treaty exceptions. Foreign-investor eligibility is not determined by nationality alone. Sources reviewed 11 September 2026. MAECI guidance.
2. Italian Government, Invest in Italy, “Setting up a company”, on foreign-controlled subsidiaries and market-entry forms. See also Chamber of Deputies, dossier CP0924R, for the strategic-investment screening framework. Sector and transaction-specific screening requires current advice. Government guide; Parliamentary dossier.
3. Civil Code, Article 2463, including the below-EUR 10,000 capital rule, as officially reproduced in the notes to Ministerial Decree No. 155/2022; cross-checked against the government company-formation guide. Official statutory reproduction; Government guidance.
4. Civil Code, Article 2464, cash subscription and single-founder payment rules. Legislative Decree No. 6/2003 is cited for the enacted provision, not as a consolidated Code; read with current ICE guidance on SRL cash payments. Enacted Code provisions; ICE formation guidance.
5. Civil Code, Article 2463, final paragraph: enhanced reserve for an SRL with capital below EUR 10,000, its permitted uses and replenishment. Official statutory reproduction and current government explanation. Article 2463 reproduction; Government explanation.
6. Civil Code, Article 2463-bis, as reproduced in the official notes to Decree No. 155/2022: natural-person founders, capital, cash payment and mandatory model clauses. ICE explains the simplified form’s notarial-fee exemption. Article 2463-bis; ICE guidance.
7. Civil Code, Article 2327; government guidance on the SPA. For SNC partners’ joint and unlimited liability and the distinction from a limited partnership, see ICE’s official formation guidance. Government company forms; ICE partnership guidance.
8. Invest in Italy, “Setting up a company”, distinguishing a subsidiary, branch and representative office. A representative office is described as non-commercial; the parent remains responsible for a branch. Government market-entry guidance.
9. Civil Code, Article 2462, particularly the single-member insolvency exception linked to contribution and publicity requirements; see Articles 2464 and 2470. The cited official 2003 enactment is not a complete current Code. Official enacted provisions.
10. Italian Consulate General in Istanbul, “Traduzione e legalizzazione dei documenti”, on Turkish public documents, apostille, Italian translation and relevant exceptions. The receiving authority’s requirements should be settled before execution. Official consular guidance.
11. Legislative Decree No. 231/2007, as explained by the Bank of Italy’s Financial Intelligence Unit; joint MEF, Bank of Italy and UIF beneficial-ownership FAQs. Registry information does not replace customer due diligence. UIF legal framework; Official beneficial- ownership FAQs.
12. Civil Code, Articles 2331 and 2463; ICE guidance on registration as the constitutive step. Registro Imprese’s ComUnica technical specifications identify the connected tax, INPS, INAIL and SUAP filings, where applicable. ICE registration guidance; Official filing specifications.
13. Legislative Decree No. 183/2021, Article 2(1), (2), (4) and (5): eligible videoconference incorporations, dedicated-account contributions, qualified signatures, parties abroad and mandatory in-person checks where specified concerns arise. Official statutory text.
14. Invest in Italy, “Sistema fiscale”: ordinary IRES at 24%, ordinary IRAP at 3.9% with regional and sector distinctions, and standard IVA at 22%. These are different taxes and bases, not a combined effective tax rate. Official tax overview.
15. Italy and Türkiye double taxation agreement signed in Ankara on 27 July 1990, ratified by Italian Law No. 195 of 7 June 1993, Articles 10 to 12. The official treaty text distinguishes dividends, interest and royalties and their conditions. Treaty and ratification; Dividends; Interest; Royalties.
16. Legislative Decree No. 286/1998, Articles 26 and 26-bis; government work-and-immigration guidance distinguishes ordinary self- employment, investor and other admission routes. Company ownership is not an immigration permission. Government immigration guide.
17. DPCM 2 October 2025, implemented by joint Circular No. 8047 of 16 October 2025, particularly printed page 6. The circular allocates 650 self-employment admissions annually for 2026 to 2028 across specified categories. It does not establish places still available. Official 2026 to 2028 circular.
18. Legislative Decree No. 286/1998, Article 26-bis(1); Law No. 193/2024, Article 35, including the venture-capital-fund extension. The MIMIT portal supplies the main programme thresholds; the enacted amendment controls the broader statutory scope. Article 35 and amended wording; Official investor programme.
19. MIMIT, Investor Visa for Italy, “Phase 2” and “Phase 3”: residence-permit application, completion within three months of arrival, evidence, maintenance and renewal. Immigration decisions remain subject to the applicable conditions. Post-entry procedure; Renewal procedure.
20. Legislative Decree No. 286/1998, Article 26-bis(5-bis), as reproduced in Normattiva’s retrieved official indexed text: investor-permit rights correspond to those of the self-employment permit. This is not a blanket exemption from activity-specific rules. Normattiva statutory reference.
21. Corte Suprema di Cassazione, Sezioni Unite, judgment No. 3625/2025, published 12 February 2025, section 4, printed pages 35 and 36. Full official judgment on former shareholders, liquidation receipts, tax exposure and the required procedural route. Full Supreme Court judgment.
22. Corte Suprema di Cassazione, Sezioni Unite, judgment No. 19750/2025, publication date 16 July 2025 shown on the official PDF, section 6.4, printed page 19. Full official judgment on surviving claims and the absence of presumed waiver from omission in liquidation accounts. Full Supreme Court judgment.
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.
