S.p.A. Formation in Italy for Capital-Raising Companies
The joint-stock vehicle for a company that will raise capital: its deed, its governance and its filings.
Company formation in Milan
Set Up a Company in Milan, Structure First
An Italian company seated in Milan, with its vehicle and its address settled before the notary is booked.
- Milan Register for Milan, Monza Brianza and Lodi (Milan chamber)
- Notary files the deed within 10 days (Art. 2330(1) c.c.)
- S.r.l. or S.r.l.s. deed possible by videoconference (Art. 2 D.Lgs. 183/2021)
- 2026 diritto annuale (annual chamber fee): EUR 120, uplift included (Milan chamber)
A Milan seat means the Milan Register at the Chamber of Commerce Milano Monza Brianza Lodi. FormaItalia works from Via Roma 78, Milan.
Company formation in Milan, decided before it is filed
This service is for foreign groups, their advisers and non-resident founders seating a new Italian company in Milan, the city FormaItalia works from (Via Roma 78). The national steps are in how a foreign group forms its Italian company; this page covers what Milan adds: its Register, its annual fee, its SUAP and the director's own PEC.
Our order is fixed: the structure first, then the address, then the notary. The vehicle comparison, choosing between an S.r.l., an S.r.l.s. and an S.p.A. for an Italian venture, has its own page. Here we set out the Milan conditions; the choice stays with you, and the notary receives the deed.
What's included
What we prepare and coordinate, and who performs each act the law reserves.
The structure decision first
The vehicle (S.r.l., S.r.l.s. for natural persons only under Art. 2463-bis c.c., or S.p.A.) and the ownership, direct or through a holding: when an Italian holding company makes sense for a group.
Milan subsidiary or Milan branch
The conditions of a branch or a subsidiary in Italy side by side. The Milan chamber's 2026 first-year fee: EUR 120 for a new capital company, EUR 66 for a foreign enterprise's secondary seat.
Registered office and business address
The address model set out with you, then the contract signed with an address provider, which carries out customer due diligence where it is an obliged entity (Art. 1(2)(ee)(3) D.Lgs. 231/2007).
Tax codes and foreign documents
An Italian tax code (codice fiscale) for each founder and director; the parent's documents legalised or apostilled, then translated and declared conform (Ministry of Foreign Affairs).
Both PECs before the deed
The company's own PEC (posta elettronica certificata, certified email) and the director's personal PEC, which cannot be the company's (Milan chamber). Our guide: how a foreign founder gets a PEC before the deed.
The notary, coordinated
We prepare the file; the notary receives the deed in person, by proxy or, for an S.r.l. or S.r.l.s. with cash capital, by videoconference (Art. 2 D.Lgs. 183/2021), and files it.
The Milan filing, followed to the entry
The single filing (Comunicazione Unica), sent through DIRE since 12 February 2026, followed to the Register entry and the confirmation to the company PEC (registroimprese.it).
The first-year duties, scheduled
The REA start notice, the SUAP where needed, the corporate books and their concession tax, and the beneficial-owner filing of Art. 21(1) D.Lgs. 231/2007. Book-keeping is coordinated with the enrolled professional.
Registered office and business address in Milan
A company has one registered office (sede legale) and may have other places of work. The market's "virtual office" is a mail-and-address service; no statute read for this page defines it. For a seat elsewhere, see the registered office of an Italian company.
| Point | Registered office (sede legale) | Operating seat (sede operativa) or local unit (unità locale) |
|---|---|---|
| What it is | The place the deed shows as the company's administrative centre (Register of Companies) | A place where the activity is actually carried on; it may coincide with the registered office or not |
| How many | One and only one | Any number; an inactive unit is allowed only as a warehouse or an office |
| Where it is stated | The statute names the municipality, the Register application the street and number (Art. 2463 c.c.; Art. 111-ter disp. att. c.c.) | Communicated to the chamber; a local unit by REA notice |
| Supplied by a third party | Common: many capital companies name a professional's office in the deed. The supplier is a company service provider (Art. 1(2)(ee)(3) D.Lgs. 231/2007) | The place where the work is done stably: workshop, warehouse, office, shop or agency |
| Register cost | Inside the incorporation filing | REA notice: EUR 0 stamp duty, EUR 30 secretarial fee (Romagna chamber, 2026 table) |
| Milan diritto annuale, 2026 | EUR 120 for a new capital company | EUR 24 for a new local unit of a capital company |
| VAT start declaration | Registered office and fiscal domicile (Art. 35(2) D.P.R. 633/1972, text valid to 31 December 2026) | Places where the activity is carried on and where the books are kept |
| Tax test | A Milan registered office held for the greater part of the tax period makes the company Italian-resident on its own (Art. 73(3) TUIR, as in force in 2026) | An office or place of management the foreign parent uses can be its permanent establishment, unless only preparatory or auxiliary (Art. 162 TUIR, as in force in 2026) |
| Notices and effective seat | The Register's notice address is the company PEC, not the registered office; third parties may also treat the effective seat as the seat (Art. 46 c.c.) | Same rule: notices go to the company PEC |
| Moving later | Same municipality: directors' declaration, EUR 65 stamp duty and EUR 30 secretarial fee (Romagna chamber, 2026 table). Another municipality: members' resolution minuted by a notary (Art. 2480 c.c.); the next diritto annuale goes to the new seat's chamber | Opening, changing or closing a unit: REA notice |
Sources: Register of Companies (registroimprese.it); Civil Code; D.Lgs. 231/2007; Romagna chamber 2026 table; Milan chamber; D.P.R. 633/1972; TUIR; Rome chamber guide on the company PEC; Marche chamber.
Which model fits turns on the activity, the staff and the tax exposure, and is settled with you. For a seat in the capital, see a Rome registered office for a company run from abroad.
How a Milan formation runs
Structure first, then the address, then the notary. If an existing company suits you better than a new deed, see the ready-made companies page.
law set by statuteRegister the Register's or the Milan chamber's procedureAgenzia the Agenzia delle Entrateno term no official term
Decide
- 1
Vehicle and ownership: subsidiary or branch
You, with us
- no term no statutory term
- 2026 Milan first-year fee: EUR 120 for a new capital company, EUR 66 for a foreign enterprise's secondary seat
- 2
Address model
You, with us
- no term registered office only, or with an operating seat or local unit; no statutory term
Execute: the file and the deed
- 3
Tax codes
For each founder and director
- no term no official term
- 4
Foreign documents and reciprocity
Founders; for a non-EU founder the notary checks reciprocity (Art. 16 disp. prel. c.c.)
- no term legalisation or apostille, then translation; no official term
- 5
Company PEC and the director's PEC
A PEC provider, coordinated by us
- law two different addresses (Art. 13(3) D.L. 159/2025)
- no term no official term
- 6
Address contract
The provider, after any checks it must carry out
- no term no official term
- 7
Deed of incorporation
The notary: in person, by proxy or by videoconference
- law videoconference for an S.r.l. or S.r.l.s. with cash capital (Art. 2 D.Lgs. 183/2021)
- no term the day booked
Execute: filing, entry and first duties
- 8
Filing
The notary
- law within 10 days (Art. 2330(1) c.c.)
- 9
Entry and confirmations
The Register
- law entry within 10 days of protocol, 5 if electronic (Art. 11(8) D.P.R. 581/1995)
- Register confirmation to the company PEC within 5 days, each agency within 7
- 10
VAT risk analysis
After the entry, with a possible summons
- no term no term in the statute
- 11
First duties
The company
- Register REA start notice within thirty days
- no term a SCIA to the Milan SUAP where needed
- Agenzia the books' concession tax by 16 March
Terms set by law or the Register, never by us
Decide the vehicle, the ownership, subsidiary or branch
You, with us; no statutory term. The Milan first-year fee differs: EUR 120 for a new capital company, EUR 66 for a foreign enterprise's secondary seat.
Decide the address model
Registered office only, or with an operating seat or local unit, weighed against the VAT risk checks and the tax tests above. No statutory term.
Tax codes and foreign documents
For each founder and director; legalisation or apostille, then translation. For a non-EU founder the notary checks reciprocity (Art. 16 disp. prel. c.c.). No official term.
Company PEC and the director's personal PEC
Opened through a PEC provider and coordinated by us; the two addresses must differ (Art. 13(3) D.L. 159/2025, Milan chamber). No official term.
Address contract
Signed with the provider after any customer due diligence it must carry out. No official term.
Deed of incorporation
The notary receives it in person, by proxy or, for an S.r.l. or S.r.l.s. with cash capital, by videoconference (Art. 2 D.Lgs. 183/2021), and pays its stamp duty through the MUI. The day booked.
Filing and entry
The notary files within 10 days (Art. 2330(1) c.c.); the Register enters within 10 days of protocol, 5 if electronic (Art. 11(8) D.P.R. 581/1995), and confirms to the company PEC within 5 days (Register guide).
After the entry
The VAT risk analysis, with a possible summons and no statutory term; the REA start notice within thirty days; a SCIA to the Milan SUAP where needed; the books' concession tax by 16 March.
Vehicle, branch or address model still open?
We set the options and their conditions side by side; you decide, then the notary is booked.
Documents you will need
The notary has the last word on this list; for a corporate founder it follows practice, not a statute (Ministry of Foreign Affairs on legalisation; Milan chamber on non-EU directors).
- Passport of each founder and director
- Italian tax code (codice fiscale) of each founder and director
- Corporate founder: a current extract from its home register
- Corporate founder: its statute
- Corporate founder: board resolution approving the subscription and naming the signatory
- Foreign documents legalised by the Italian mission or apostilled, then translated and declared conform
- Power of attorney where a founder attends neither in person nor by videoconference
- The director's personal PEC address, distinct from the company's
- Non-EU director resident in Italy: residence permit, or its receipt plus passport and type D visa
- The documents the address provider asks for, where it carries out due diligence
What the state charges in Milan in 2026
Each charge at and after the formation, with its year and source. There is no total row: the notary's fee has no official scale.
| Item | Amount | Paid on or to | Year and source |
|---|---|---|---|
| Stamp duty on the deed, no real estate | EUR 156 (EUR 300 with a real-estate contribution) | Paid by the notary through the MUI (Modello Unico Informatico) | Romagna chamber table, 2026 |
| Registration tax, fixed measure | EUR 200 | On the deed | Art. 26(2) D.L. 104/2013 |
| Secretarial fee, deed with the sole-member notice | EUR 90 in the Romagna chamber's 2026 table; the Milan amount is looked up on SARI | Milan Register | Romagna chamber table of 27 January 2026; Milan chamber |
| Sending cost | EUR 2 per filing | Debited from the filer's Telemaco account | Milan chamber, 2026 |
| First diritto annuale, capital company registered in 2026 (S.r.l.s. and low-capital S.r.l. included) | EUR 120, the 50% reduction and the 20% uplift already applied | Milan chamber, at the filing or within 30 days by F24 | Milan chamber, 2026 |
| Diritto annuale, secondary seat or local unit of a foreign enterprise | EUR 66 | Milan chamber | Milan chamber, 2026 |
| Diritto annuale, new local unit of a capital company; REA-only entry | EUR 24; EUR 18 | Milan chamber | Milan chamber, 2026 |
| Concession tax on the corporate books (tassa di concessione governativa) | EUR 309.87 a year where the subscribed capital on 1 January does not exceed EUR 516,456.90; EUR 516.46 above | Agenzia delle Entrate by 16 March: postal account 6007, or F24 code 7085 once the company holds a VAT number | Agenzia delle Entrate (amounts, F24 code 7085); Milan chamber, 2026 (postal account) |
| Stamping of each book (vidimazione) | EUR 25 secretarial fee and a EUR 16 stamp per 100 pages | Milan chamber | Milan chamber, 2026 |
| Standard-model S.r.l.s. | Deed and Register entry exempt from stamp duty and secretarial fees; no notarial fee | Whether the registration tax is due on it is an open question | Art. 3(3) D.L. 1/2012 |
The notary's fee has no official scale: Art. 9(1) D.L. 1/2012 abolished professional tariffs and Art. 9(4) has the fee agreed at the engagement, with an estimate. A late diritto annuale costs 10%, an omitted one 30% to 100% (Art. 4 D.M. 54/2005), curable by ravvedimento operoso (voluntary correction, Art. 6). Milan's secretarial amounts: the Milan Register cost page.
Problems we solve
Each problem with its source and how we handle it. No guarantee of an outcome.
A filing suspended for a missing director's PEC
Without the sole or managing director's personal PEC, the Milan Register suspends the incorporation and may refuse it. We schedule that PEC before the notary is booked.
No company PEC at the filing
The Register suspends a new company's application until its own PEC is entered (Art. 16 D.L. 185/2008, text valid to 31 December 2026). Entering it carries no stamp duty or secretarial fee. We schedule its opening with your PEC provider before the deed.
A non-EU founder and reciprocity
The notary checks the reciprocity condition at incorporation, and the chamber when a manager is appointed (Milan chamber). We check the condition before anything else is booked.
A VAT number at an empty address
A new VAT number brings automated checks, possible visits and a summons; failure means cancellation and a EUR 3,000 penalty, and any new VAT number then needs a three-year surety of at least EUR 50,000 (Art. 35 D.P.R. 633/1972; Art. 11(7-quater) D.Lgs. 471/1997; texts valid to 31 December 2026). We match the address to the activity first.
A Milan office that changes the parent's tax position
A Milan registered office held for the greater part of the tax period makes the company Italian-resident (Art. 73(3) TUIR); a place of management the parent uses can be its permanent establishment (Art. 162 TUIR; both as in force in 2026). We raise it with your tax adviser before the address is signed.
First-year duties that slip
The diritto annuale at the filing or within 30 days, the books' concession tax by 16 March, the REA start notice within thirty days (Milan chamber). We keep one calendar from the Register entry.
Want the PEC, address and filing steps in one plan?
Tell us who will direct the company and what it will do; we return the order of steps with each term.
Why work with FormaItalia in Milan
Elena Riva
Formation and Register Lead, Milan office. Italian, English, French. Runs the formation file from the first identity document to the Register entry.
FormaItalia B.V., Via Roma 78, 20121 Milano; Monday to Friday, 09:00 to 18:00, Milan time. We are not a law firm, a notary or a fiduciary: the notary receives the deed; book-keeping, payroll and returns stay with the enrolled professional or intermediary we coordinate.
From our practice
we schedule the director's personal PEC before the notary is booked, because the Milan Register suspends an incorporation filed without it, and we set the address model against the activity before the VAT number is applied for.
Frequently asked questions
Can a company be opened in Milan for free?
No. The Milan chamber collects the first diritto annuale at the filing: EUR 120 for a capital company registered in 2026. A standard-model S.r.l.s. owes no stamp duty, secretarial fee or notarial fee on its deed and entry (Art. 3(3) D.L. 1/2012), but the annual fee, the books' EUR 309.87 concession tax and an open registration-tax question remain.
What does the state charge to form a company in Milan?
Registration tax EUR 200 (Art. 26(2) D.L. 104/2013), stamp duty EUR 156 through the MUI, a secretarial fee (EUR 90 in the Romagna chamber's 2026 table; Milan's is on SARI), a EUR 2 sending cost and the first diritto annuale, EUR 120. The notary's fee has no official scale, so no total is given; ours is on request.
Is the EUR 120 diritto annuale before or after the 2026 uplift?
After. The Milan chamber prints its new-registration amounts already reduced by 50% and increased by 20%. The MIMIT decree of 17 March 2026 lets chambers apply the 20% uplift for 2026, 2027 and 2028, and it has applied in Milan since 28 April 2026. EUR 120 is the whole first-year amount.
Can the company be formed in Milan online, without anyone travelling?
For an S.r.l. or S.r.l.s. with its seat in Italy and capital paid in cash, yes: the notary may receive the deed by videoconference, and receives it in any case when every party lives abroad (Art. 2 D.Lgs. 183/2021). The notary can stop the session and ask for physical presence if identity or a power to represent is in doubt.
What can suspend a Milan incorporation filing?
A missing PEC. Without the company's own PEC the Register suspends a new company's application (Art. 16 D.L. 185/2008, text valid to 31 December 2026). Without the personal PEC of the sole or managing director, or the chair, the Milan Register suspends the incorporation, asks for regularisation and may refuse the registration (Milan chamber).
Can the director use the company's PEC as their personal one?
No. Under Art. 13(3) D.L. 159/2025, as the Milan chamber reports it, the director's personal PEC cannot coincide with the company's, and the chamber reads the rule as excluding another registered company's PEC too. An S.r.l. that adopts the "more directors" administrative form is outside the duty, as are liquidators and a foreign company's branch managers.
Can a foreigner set up a company in Milan, and what is checked?
Yes, with a condition. For a non-EU founder or manager living abroad, reciprocity (Art. 16 disp. prel. c.c.) is checked by the notary at incorporation and by the chamber when a manager is appointed; it can be verified at the Italian embassy in the home country (Milan chamber). We check it before the notary is booked.
What does the tax office check when a new Milan company gets a VAT number?
Automated risk checks and possible visits to the place of activity; the taxpayer can be summoned in person. A no-show or a failed check ends in cancellation and a EUR 3,000 penalty; any new number then needs a three-year surety of not less than EUR 50,000 (Art. 35 D.P.R. 633/1972; Art. 11(7-quater) D.Lgs. 471/1997; texts valid to 31 December 2026).
Can a Milan address create tax exposure for the foreign parent?
It can. A Milan registered office held for the greater part of the tax period makes the company Italian-resident (Art. 73(3) TUIR). An office or place of management the foreign parent uses can be its permanent establishment unless only preparatory or auxiliary (Art. 162 TUIR). Both are cited as in force in 2026; we raise it with your tax adviser.
Which office registers a company seated in Milan?
The Register of Companies at the Chamber of Commerce Milano Monza Brianza Lodi, which serves the provinces of Milan, Monza Brianza and Lodi. The notary files the deed there within 10 days (Art. 2330(1) c.c.), through the single filing (Comunicazione Unica) now sent with DIRE, which replaced the ComUnica software on 12 February 2026 (registroimprese.it).
Does a Milan company need the SUAP?
Only if its activity needs a municipal authorisation before it starts. In Milan the SUAP (Sportello Unico per le Attività Produttive, the one-stop desk for productive activities) has been run by the Chamber of Commerce since 30 September 2024 (Comune di Milano), and the single filing can carry the SCIA, the certified notice of start of activity.
Can the registered office be at a provider's or a professional's address, and is that a business address?
Yes: the Register records that many capital companies name a professional's office in the deed (registroimprese.it). The statute names only the municipality; the Register application gives the street. A place where the work is done is a different entry, an operating seat or local unit, opened by REA notice at a EUR 30 secretarial fee (Romagna chamber, 2026).
What does moving the seat cost later?
Within the same municipality, a directors' declaration filed with the Register: EUR 65 stamp duty and EUR 30 secretarial fee in the Romagna chamber's 2026 table (Art. 111-ter disp. att. c.c.). To another municipality, a members' resolution minuted by a notary (Art. 2480 c.c.). The next diritto annuale goes to the chamber of the seat on 1 January (Marche chamber).
Does forming a company in Milan let a non-EU director live in Italy?
Forming the company is not a residence route. The Milan chamber asks a non-EU director who lives in Italy for a valid residence permit or, while it is being issued, the receipt with a copy of the passport and a type D visa. The residence route is a separate decision with its own rules, taken alongside the structure.
What recurring state costs follow a Milan company?
The diritto annuale yearly, owed to the seat's chamber on 1 January; the corporate books' concession tax, EUR 309.87 where the capital on 1 January does not exceed EUR 516,456.90, EUR 516.46 above, due by 16 March (Agenzia delle Entrate); and book stamping, a EUR 25 secretarial fee plus a EUR 16 stamp per 100 pages (Milan chamber).
Ready to seat your company in Milan?
Send us the ownership chart and the planned activity; we come back with the Milan formation plan, step by step.