Company Formation in Italy: Required Documents, Costs, and Process

How to Set Up a Company in Italy?

In Italy, company formation is a multi-stage process, starting with the selection of the company type and extending to obtaining a tax identification number, drafting the articles of association, notarization, capital payment, registration with the Commercial Register, and completing all necessary permits.

Turkish citizens and companies established in Türkiye can set up a company in Italy or become partners in an existing Italian company, provided they meet the necessary conditions. Italy's official investment portal explains that there are various company, branch, and investment models available for foreign individuals and legal entities wishing to establish a commercial presence in the country.

However, the incorporation process is not simply a matter of choosing a company name and applying for registration. The company's activity, capital requirements, ownership structure, managers, whether it will have a physical business location in Italy, employee recruitment, and the founders' plans to live in Italy must all be considered together.

For example, the incorporation documents and permits required for an entrepreneur who only wants to sell online to the European Union market will not be the same as those required for an investor who wants to open a restaurant, store, or production facility in Italy.

Therefore, the following questions should be answered in the first stage:

What type of company will be established?
Will the company be a single-shareholder or a multi-shareholder company?
Will the partners be natural persons or legal entities?
Will the manager live in Italy or Türkiye?
Where will the company's headquarters and actual place of operation be located?
Does the activity require a special permit?
Is the company's purpose solely commercial, or does it also have a residency and work plan?

The document list, establishment costs, and process schedule will vary depending on the answers to these questions.

What types of companies can be established in Italy?

Before incorporating a company in Italy, it is necessary to choose the appropriate legal framework. The models most frequently considered by Turkish investors are as follows:

SRL, which stands for classic limited liability company,
SRLS, which stands for Simplified Limited Liability Company,
SPA, which stands for public limited company,
Ditta Individuale, meaning sole proprietorship,
Sole proprietorships such as SNC or SAS,
Italian branch of a Turkish company,
Liaison or representative office.

SRLs are one of the most frequently used models by foreign investors. They can be established with one or more natural or legal persons as partners, and their articles of association can be amended to suit the company's needs.

SRLS can be established with lower capital; however, only natural persons can be partners, and a standard articles of association must be used.

SPAs, on the other hand, are suitable for larger investments and corporate structures. The Italian National Council of Notaries states that the minimum capital for an SPA is 50,000 Euros and that at least 25% of the capital must be paid upon establishment.

Ditta Individuale is a sole proprietorship run by a single individual with personal responsibility. While the incorporation process is simpler, the individual may be held liable for the business debts with their personal assets.

Choosing the wrong company type can lead to future conversion, tax, share transfer, and partnership issues. Therefore, the company type should not be determined solely based on low establishment costs.

Required Documents for Turkish Individuals

When a Turkish citizen becomes a partner or manager in a company in Italy, the following documents are generally required:

Valid passport,
Code Fiscale,
A document showing the residential address in Türkiye
Birth certificate or marital status certificate, if required
Partnership and management acceptance statements,
Information on the ultimate beneficiary,
Documents showing the source of funds or capital,
If the transaction is to be carried out by proxy, a special power of attorney is required
Income and professional documents that the bank will request.

For Italian authorities, the basic identification number for a foreign individual is the Codice Fiscale. The Italian Revenue Administration states that individuals living outside Italy can apply for the Codice Fiscale through Italian consular authorities in their country of residence.

The Codice Fiscale does not mean that a person is a tax resident of Italy. This number enables identification for notary, banking, tax, rental, and company registration transactions.

The name, surname, date of birth, and place of birth information in the passport must exactly match the Codice Fiscale records. Incorrect translation of Turkish characters, omission of middle names, or incorrect spelling of the place of birth may cause problems later on.

Required Documents if a Turkish Company is a Partner

A limited liability or joint-stock company established in Türkiye can become a partner in an SRL or SPA to be established in Italy.

In this case, more comprehensive documentation is required compared to a purely individual partner. Generally, the following documents may be requested:

The current Trade Registry Gazette of the Turkish company,
Certificate of activity,
Chamber of Commerce registration certificate,
The company's articles of association,
The current partnership structure,
A document listing the persons authorized to represent and bind the company
Signature circular,
Decision of the governing body regarding the establishment of a company or becoming a partner in Italy
The decision shows the investment amount and share percentage
Declaration of the ultimate beneficiary,
Authorized representative's passport and Codice Fiscale number,
Special power of attorney.

The Turkish company's authorized body decision must include all the essential elements of the investment to be made. The decision must clearly state the name of the Italian company to be established, its capital, the capital to be contributed by the Turkish company, the share percentage, the authorized signatory, and, if necessary, the candidate for the management board.

Documents may need to be apostilled and translated into Italian by a certified or official translator in order to be used in Italy.

The Italian notary will verify whether the person representing the Turkish company is actually authorized. If the authorization is not clear in the documents, the process may be postponed, and a new decision or power of attorney may be requested.

Apostille and Translation Services

In most cases, official documents issued in Türkiye require an apostille certification and an Italian translation in order to be used in Italy.

An apostille is an international certification process that verifies the authority of the official body in the country where the document was issued to sign and seal it.

Depending on the type of document, the authority to issue an apostille can be exercised by district governorships, provincial governorships, or judicial authorities.

Whether the apostille process is carried out before or after the document is translated should be planned according to the type of document and its intended use. In practice, it is often the case that the apostille is obtained first for the Turkish document, and then the document and the apostille text are translated into Italian.

The translation;

Certified translator in Italy,
The interpreter is recognized by the Italian consulate
Translation sworn in before an Italian court,
Another method accepted by a notary or consulate

It may need to be done through [the system/platform].

Not every notary or institution may have the same document acceptance methods. Therefore, it is important to obtain approval from the Italian notary and lawyer who will handle the process before the documents are translated.

Is it possible to establish a company in Italy using a power of attorney?

It may not be mandatory for a Turkish investor to be present in Italy throughout all stages of company formation. With a suitable and comprehensive power of attorney, a significant portion of the incorporation process can be handled through a representative.

The following powers may need to be explicitly stipulated in the power of attorney:

To establish an Italian company,
Signing the incorporation document and the articles of association
Committing capital,
Accepting company shares,
Appointing a company manager,
Executing Codice Fiscale transactions,
Applying for registration in the Commercial Registry
Following up on IVA and tax procedures,
Opening a bank account,
Signing a lease agreement for the company headquarters
Performing PEC and digital signature processes,
Making permit and license applications.

A power of attorney should be as concrete and transaction-oriented as possible. A very general power of attorney may not be considered sufficient by an Italian notary.

Conversely, granting the agent very broad powers, such as changing the company's capital, bringing in new partners, selling shares, or incurring debt, can create risks for the investor.

Therefore, the power of attorney draft should be checked by an Italian lawyer and notary before being signed in Türkiye.

How to obtain Codice Fiscale?

Company partners, directors, and individuals conducting official transactions in Italy may be required to obtain a Codice Fiscale.

According to the official statement from the Italian Tax Administration, foreigners living outside Italy can request their tax identification number from Italian consular authorities in their country of residence.

Alternatively, the application can be made in person or through a suitable power of attorney to the competent tax office in Italy.

Generally, a passport and application form are required for a Codice Fiscale application. However, if applying through a representative, a power of attorney and the representative's identification documents may also be required.

Once the Fiscale code is obtained, the same number must be used in notary, bank, and company registry transactions.

Company Name and Field of Activity

A suitable trade name must be determined before the company is incorporated. The chosen name should not cause confusion with existing companies, should not infringe on registered trademark rights, and should not be misleading.

The Commercial Registry is a centralized system containing official and up-to-date company information. Registry records include the company's name, legal form, address, partners, directors, capital, and business activity information.

The scope of activity should be formulated to encompass the actual work the company will undertake.

A very narrow scope of activity may require an amendment to the articles of association when switching to a new business line in the future. Conversely, an excessively broad and vague scope of activity may create problems with banks, notaries, and licensing authorities.

The company's ATECO activity codes must also be consistent with the actual activity. The activity code is:

The tax regime,
Social security status,
Municipal permits,
Professional qualifications,
Occupational safety obligations

It can have an effect.

Documents Required for Company Headquarters Address

A company to be established in Italy must have a registered address.

Company headquarters;

The company's real estate,
Office for rent,
Co-working space,
Professional domicilation service,
Virtual office that meets the requirements

it could be.

A rental agreement, usage permit, or service agreement may be requested to prove the right to use the address.

A company's registered address may differ from its actual place of business. A store, restaurant, warehouse, manufacturing facility, or branch may also be registered as a local unit.

Using a residential property as a company headquarters may not be feasible for every business activity. Lease agreements, municipal regulations, and condominium ownership rules should be reviewed.

Articles of Association and Incorporation Document

For the establishment of joint-stock companies such as SRLs and SPAs, the articles of association and the incorporation document are essential documents.

These documents generally contain the following points:

Company name,
Company headquarters,
The subject of activity is,
Company duration,
Capital amount,
Partners' shares,
The method of payment of capital,
Management model,
Representation powers,
Decisions of the board of partners,
Fiscal year,
Profit distribution,
The company is ceasing operations.

The articles of association of an SRL can be detailed to meet the specific needs of the partners. Provisions such as share transfer, pre-emption rights, appointment of managers, veto rights, and withdrawal from the partnership can be added.

In the case of SRLS, the standard legal text is used, and standard provisions cannot be changed. The Italian National Council of Notaries states that the SRLS incorporation document must be drawn up according to the standard model in the presence of a notary, and that the capital can be between 1 Euro and 9,999.99 Euros.

Shareholders' Agreement

In companies with multiple partners, it is advisable not to rely solely on the articles of association.

A separate shareholders' agreement may regulate the following matters:

Partners' duties and work responsibilities,
Obligation to contribute new capital,
Non-compete clause
Security,
Intellectual property rights,
Share transfer,
Pre-emption right,
The right to sell and drag together,
Deadlock resolution in equal partnership,
Administration and veto rights,
Method of leaving the company.

In companies established jointly, especially by Turkish and Italian partners, it is important to clearly document language, management, and financial relationships.

Notary Procedures

In the establishment of SRL, SRLS, and SPA companies, the notary plays a fundamental role. The Italian National Council of Notaries lists company incorporation as one of the essential transactions where a notary provides legal security.

Notary;

The identities of the founders,
The power of representation of legal entity partners,
The legality of the articles of association,
Capital payment terms,
The appointment of managers,
Information about the ultimate beneficiary,
Validity of foreign documents

He checks.

As of December 15, 2021, it is possible to establish SRLs (Small and Medium-sized Enterprises) meeting certain conditions through video conferencing and electronic official deeds in the presence of a notary public.

However, online incorporation is not automatically applicable to every foreign investor and every type of capital. Identity verification, electronic signature, cash capital, and other technical requirements must be evaluated.

Capital Payment

The percentage and method of capital contribution during company formation varies depending on the type of company.

In a classic SRL (Small and Medium-sized Enterprise), if the capital is €10,000 or more, at least 25% of the cash capital can be paid upfront in a multi-shareholder company. In single-shareholder companies, the entire capital may need to be paid up.

If the SRL's capital is set below €10,000, the entire amount must be paid in cash at the time of incorporation.

In SRLS, capital ranges from €1 to €9,999.99 and is paid in full in cash at the time of incorporation.

The minimum capital requirement for a SPA is €50,000, and a minimum down payment of 25% is required at establishment.

Capital payments are made through a notary, bank, or a channel determined according to the type of company. Proof of payment must be included in the incorporation file.

If capital is being sent from Türkiye, the bank transfer description, sender, recipient account, and capital decision must all be consistent.

Documents Required for Opening a Bank Account

Italian banks can conduct detailed customer identification and anti-money laundering checks on companies with foreign partnerships.

The bank may request the following documents:

Company incorporation document,
Articles of association,
Commercial Registry registration,
Codice Fiscale and Partita IVA,
Passports of partners and managers,
Address documents,
Declaration of the ultimate beneficiary,
Company business plan,
Estimated turnover and customer profile,
The source of capital,
Partners' bank and income documents,
Financial statements of the company in Türkiye.

The fact that a company has been established does not mean the bank is obligated to open an account. The bank may refuse the account if it believes there is no economic activity, the documentation is insufficient, or the source of funds cannot be explained.

Therefore, this should not be seen as a technical detail to be considered at the end of the bank account setup process.

Commercial Registry Record

In Italy, new commercial activity must be registered with the Registro delle Imprese. The Tax Administration also explains that starting a new business in Italy requires registration with the Commercial Register, which is managed by the Chambers of Commerce.

The notary sends the company's incorporation document to the relevant Commercial Registry.

After registration, the company can obtain its official registration certificate, the visura camerale. This document contains information about the company;

Title,
Address,
Legal type,
Date of establishment,
Its capital,
Partners,
Managers,
The subject of activity is,
Partita IVA and tax number,
PEC address

It contains information such as these.

ComUnica System

Comunicazione Unica consolidates all company notifications regarding establishment and commencement of operations to various public institutions into a single electronic procedure.

In general, through this system;

Commercial Registry,
Agenzia delle Entrate,
INPS,
INAIL,
SUAP when needed

Notifications are enforceable.

The Trade Registry portal states that Comunicazione Unica applications can be submitted electronically via the Telemaco system.

Registration of a company in the registry does not automatically mean that all necessary permits for operations have been obtained. Additional applications are required in regulated sectors.

IVA and Tax Registration

A company needs a Partita IVA, or VAT number, to conduct its commercial activities.

The Italian Tax Administration states that foreign individuals need the Codice Fiscale for transactions with public institutions and the relevant VAT registration for commercial activities.

The company's tax identification number and VAT identification number are created during the incorporation process. VIES registration may also be required if trading goods or services will be conducted with businesses within the European Union.

VAT rates, invoicing obligations, and specific tax practices may vary depending on the type of business activity.

PEC and Digital Signature

Italian companies are required to have a registered electronic mail address called a PEC.

PEC is the official electronic notification address. Notifications from the tax administration, courts, the Commercial Registry, or other public institutions may be sent to this address.

The company manager must regularly monitor the PEC account. Failure to read the notification may not prevent the deadlines from running.

Digital signatures are required for Commercial Registry applications, annual financial statements, and various electronic transactions.

A digital signature is not just a technical login tool, but also a tool that enables legal transactions to be carried out on behalf of a company. Access information must be securely protected.

Final Beneficiary Statement

The actual controlling parties and ultimate beneficiaries of Italian companies may be subject to reporting under anti-money laundering legislation.

Registro Imprese operates a dedicated official system for end-beneficiary transactions.

If there is a foreign company partner, simply naming the direct partner may not suffice. The names of the individual partners and controllers behind the Turkish company may also be required.

Incorrect or incomplete information regarding the ultimate beneficiary may result in administrative penalties and problems with banking transactions.

SUAP, SCIA and Operating Licenses

Registration of a company in the Commercial Registry does not automatically grant the right to commence any commercial activity.

Sectors such as restaurants, cafes, hotels, retail stores, food production, healthcare, beauty centers, construction, transportation, or energy may require permits from municipalities and private institutions.

SUAP is the local one-stop application unit for commercial and manufacturing activities. Depending on the activity, SCIA commencement notification, health permit, fire compliance, environmental permit or professional qualification documents may be submitted.

The duration and cost of these permits can vary from city to city.

Company Formation Costs in Italy

The cost of establishing a company is not a single fixed figure. It varies depending on the type of company, capital, number of partners, amount of foreign documents, notary, city, and field of activity.

General expense items include:

Company capital

Company capital is not an expense; it is the company's asset. However, it is the initial funding that the founder must set aside.

SRLS require between €1 and €9,999.99; SRL requires higher capital depending on the business model; SPA requires a minimum capital of €50,000.

Notary fees

In the establishment of classic SRL and SPA companies, a notary fee arises. The fee may vary depending on the capital, the scope of the articles of association, foreign partners, and the complexity of the transaction.

While SRLS benefits from notary fees for its standard incorporation documents, translation, registration, consulting, and other expenses remain.

Commercial Registry and chamber of commerce fees

Payments can be made for registration, secretarial services, stamp duty, annual membership fees, and registration documents.

Legal and consultancy fees

Choosing the type of company, articles of association, partnership agreement, foreign documents, visas, and cross-border tax planning incur professional service costs.

Accountant's fee

For company registration, Partita IVA, tax regime, accounting, and annual declarations, it is necessary to work with a commercialista.

Apostille and translation costs

The costs of apostille, notarization, and Italian translation for documents belonging to Turkish individuals or legal entities vary depending on the number of documents.

Address and office expenses

Rent and a deposit may be paid for a virtual office, co-working space, physical office, warehouse, or store.

PEC and digital signature

The PEC account incurs costs for a digital signature device or cloud signature and authentication.

Bank and money transfer fees

Account opening costs, monthly bank fees, SWIFT and currency transfer expenses should be considered.

License fees

Depending on the activity, municipal, health, fire, environmental, professional chamber or sectoral permit fees may be incurred.

How should the average total cost be calculated?

In Italy, when preparing a company formation budget, four separate cost groups should be created:

Company capital: The amount that will be included in the company's own assets.
One-time establishment costs include: notary, registration, translation, apostille, and consultancy fees.
Annual fixed expenses include accounting, PEC (Process Electronic Mail), chamber of commerce fees, address and declaration expenses.
Operating expenses include rent, employee salaries, inventory, licensing, insurance, and tax expenses.

Creating a company budget based solely on notary and registration fees would be misleading.

Even a low-capital SRLS (Registered Social Security Institution) will still have annual accounting, address, and compliance expenses. Even inactive companies may have certain registration and tax liabilities.

What is the setup period?

The company registration process in Italy varies depending on the specifics of the application.

A simple SRL with Italian partners and ready documentation can be established quickly. However, if there is a Turkish partner or a Turkish company, the process may be extended due to apostille, translation, Codice Fiscale, bank and ultimate beneficiary checks.

The general process consists of the following stages:

Planning the company structure,
Document preparation,
Obtaining Codice Fiscale,
Draft articles of association,
Notary appointment,
Capital payment,
Commercial Registry registration,
Partita IVA and PEC transactions,
Bank account,
Operating permits.

Even if the notary process and registration are complete, the bank account or licenses may not yet be ready.

Therefore, definitive promises such as "The company will be fully operational in a few days" should not be made without a thorough examination of the specific case file.

Remote and Online Installation

Under certain conditions, the incorporation of an SRL (Small and Medium-sized Enterprise) can be done via video conference in the presence of a notary. The Italian National Council of Notaries announced that as of December 15, 2021, the incorporation deed of an SRL can be drawn up as an electronic official document via video conference.

However, for this method;

Founders' identity verification,
Appropriate electronic signature,
The notary's digital platform,
Payment of capital in the agreed manner,
Prior verification of documents

is necessary.

For cases involving foreign legal entities as partners, in-kind capital, or complex authorization documents, a physical notary process may be more appropriate.

Does setting up a company in Italy grant a residence permit?

Completing company registration does not automatically grant a Turkish citizen the right to reside and work in Italy.

The individual may be the sole partner or director of an Italian company; however, they must possess the appropriate visa and residence status to actually live and work in Italy.

Visa options such as freelance work visas, startup visas, investor visas, or intra-company transfers may be evaluated depending on the specific situation.

Therefore, company incorporation documents and immigration documents are separate files. It should not be assumed that automatic residency conversion will occur after the company is established.

The Most Common Mistakes Made in Organizations

The most common mistake is preparing an incomplete or incorrect power of attorney.

The second mistake is that the Turkish company's investment decision did not clearly state the share and capital information.

The third mistake is that the apostille and translation of the documents were not certified by an Italian notary.

The fourth error is a mismatch between the Codice Fiscale records and the passport information.

The fifth mistake is failing to research company names and brands.

The sixth mistake is thinking that 1 Euro of capital is sufficient for the actual needs of a business.

The seventh mistake is assuming that the bank account will be opened automatically.

The eighth mistake is believing that registration in the Commercial Registry serves as a substitute for a business license.

The ninth mistake is failing to keep track of the PEC (Product Cost Efficiency) account.

The tenth mistake is assuming that company registration automatically grants login credentials.

Step-by-Step Establishment Roadmap

The first step involves defining the business model, company type, and session target.

In the second stage, partners, managers, capital, and share percentages must be determined.

In the third stage, Turkish natural and legal person documents must be prepared.

In the fourth stage, the apostille and Italian translation process must be completed.

In the fifth stage, the Codice Fiscale must be obtained for partners and managers.

In the sixth stage, the company name, address, and field of activity must be determined.

In the seventh stage, the articles of association and the partners' agreement must be prepared.

In the eighth stage, a capital payment and bank plan should be established.

The notary process must be completed in the ninth stage.

The tenth step is for the company to be registered with the Commercial Registry.

In the eleventh stage, Partita IVA, PEC, digital signature, and end-beneficiary registrations must be completed.

A bank account must be opened in the twelfth step.

In the thirteenth stage, SUAP, SCIA and sectoral licenses must be obtained.

In the fourteenth stage, accounting, invoicing, employee and tax systems should be established.

In the fifteenth stage, if the investor will be working in Italy, the appropriate visa and residence permit applications must be processed separately.

Why is legal support important?

In Italy, a lawyer's role in company formation is not limited to preparing a list of documents.

Lawyer;

Identify the appropriate type of company,
It plans the partnership and management structure,
He/She prepares the articles of association and the partnership agreement
Turkish companies control their decisions
Creates a draft power of attorney
Coordinates the apostille and translation process
He/She follows up on notary and commercial registry transactions,
It evaluates activity permits,
We separate the company registration process from the residency process
It analyzes cross-border risks between Türkiye and Italy.

Especially when there are multiple partners, foreign company partners, or high investment involved, even a minor deficiency in the incorporation documents can cause delays in the process and necessitate the preparation of new documents.

Conclusion

Company formation in Italy is a multi-stage process requiring the simultaneous management of document preparation, notarization, capital, commercial registry, tax, and operating permits.

Turkish citizens and companies established in Türkiye can set up companies in Italy. However, the documents required for individual partners and corporate partners differ.

For Turkish individuals, the required documents include a passport, Codice Fiscale (Fiscal Code), address, source of capital, and power of attorney (if applicable). For Turkish companies, the necessary documents are Trade Registry certificates, articles of association, representation authorizations, investment decision, apostille, and an Italian translation.

Notarization is mandatory for SRL and SPA incorporations. Following the incorporation document, the company is registered with the Commercial Registry. The Commercial Registry is the official data source containing the company's legal, financial, and administrative information.

Company formation costs are not limited to capital alone. Notary, registration, translation, apostille, accounting, legal fees, address, PEC (Process Electronic Mail), digital signature, bank fees, and licensing expenses must also be budgeted separately.

The establishment period varies depending on whether the necessary documents are ready, the presence of foreign partners, bank due diligence, and whether the operation requires permits.

Registration of the company in the Commercial Register does not automatically mean that all operating permits have been obtained or that the foreign founder has acquired the right to work in Italy. Operating licenses, visa, and residence permit processes must be handled separately.

Properly prepared documentation, a realistic initial budget, and professional legal coordination are essential for a safe and sustainable start to a company investment in Italy.

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