Open a Branch or Subsidiary in Italy for a Foreign Company

A branch has no assets of its own in any rule we have read: its obligations are the foreign company's, and an unknown foreign type follows the S.p.A. rules on directors' liability (Art. 2509 c.c.). A subsidiary alone answers; a sole member answers without limit on insolvency if the capital was unpaid or the single-member notice unfiled (Art. 2462 c.c.).

No rule we have read sets a capital minimum for a branch; for tax, Italy attributes it an endowment capital (fondo di dotazione) on OECD criteria (Art. 152(2) TUIR, 2026 text). An S.r.l. needs EUR 10,000, or EUR 1 to below EUR 10,000 paid in full in cash; the S.r.l.s. is open to natural persons only (Art. 2463-bis c.c.).

In Milan, the deed establishing the branch and the notary's deposit report, plus the current statute translated into Italian with a translation certified by an Italian court; an EU parent may give a statement on its registration with a certified translation instead (Milan chamber). Foreign public documents carry an apostille under the 1961 Hague Convention.

At the Milan chamber, yes: the foreign company's deed establishing the branch is deposited with an Italian notary, who draws up the deposit report and signs the Register application digitally (Milan chamber page, updated 25 May 2026). We state the rule for Milan; another chamber's practice is checked for each file.

A branch has 30 days to ask for registration (Art. 2197 c.c.); Milan counts 30 days from the deposit and 45 from the deed. For a subsidiary the notary files within 10 days (Art. 2330(1) c.c.) and the Register enters it within 10 days of protocol, 5 if electronic (Art. 11(8) D.P.R. 581/1995). We state no turnaround of our own.

The Milan annual chamber fee for 2026 is EUR 66 per branch and EUR 120 for an S.r.l. (Milan chamber). The subsidiary's deed carries EUR 200 registration tax and EUR 156 stamp duty, and its filing a EUR 90 secretarial fee, listed and not added up. Our fee depends on the route and the parent's documents: pricing on request.

Not before an in-person S.r.l. deed: the capital goes to the management body named in the deed (Art. 2464(4) c.c.); on the online deed it is wired to the notary's dedicated account. The law allows identification without a visit (Art. 19(1)(a) D.Lgs. 231/2007), but banks are in general not obliged to accept a request to open an account.

Civil rights are granted to foreigners on condition of reciprocity, which extends to foreign legal persons and is disapplied for EU and EEA nationals (Art. 16 disp. prel. c.c.). The notary or the chamber checks it, and the Ministry of Foreign Affairs can verify it on request; the answer for a given country comes from that check.

A branch is the foreign company itself, acting in Italy through a permanent representative whose name and powers are published in the Register (Art. 2508 c.c.). A subsidiary is a separate Italian company owned by the parent, which becomes a legal person on its entry in the Register (Art. 2331 c.c.) and answers for its own obligations.

Yes. With a single founder the whole cash contribution is paid at the deed (Art. 2464(4) c.c.), and the directors file the sole member's details, including a corporate member's name and State of incorporation, within 30 days of the change (Art. 2470 c.c.). Of the two S.r.l. forms, only the ordinary one is open to a company (Art. 2463-bis c.c.).

A branch is a permanent establishment, a succursale being in the list of Art. 162(2)(b) TUIR, and pays IRES at 24% on Italian income (Agenzia delle Entrate), on a separate statement. A subsidiary is an Italian tax resident (Art. 73(3) TUIR); control alone does not make it its parent's permanent establishment (Art. 162(9) TUIR). Both as in force in 2026.

The branch's separate profit-and-loss and balance statement must take a certain date by the income-tax return deadline, and its data go in a dedicated schedule of the return, from the tax period in progress at 31 December 2026 (Art. 152(1) TUIR as amended by D.Lgs. 148/2026), alongside the separate books of Art. 14 D.P.R. 600/1973 (2026 text).

A 26% withholding applies to dividends paid to a non-resident, and a lower rate to a company resident and taxed in an EU or listed EEA State. An EU parent holding at least 10% for one year may obtain a refund or non-application at source on request (Arts. 27, 27-bis D.P.R. 600/1973, 2026 text). A treaty may reduce the rate.

While its activity stays preparatory or auxiliary, such as storage, display, purchasing or gathering information, a representative office is not a permanent establishment. Beyond that line, or where the combined activity with a closely related enterprise forms part of a cohesive business operation, the office is a permanent establishment (Art. 162(4-bis) and (5) TUIR, text in force in 2026).