Establishing a branch of a foreign company in Italy
Italian corporate law allows foreign companies to establish a branch in Italy (Articles 2507 – 2510 of the Italian Civil Code).
A branch is not a separate legal entity from the company but a foreign “unit” of the company itself. Branches do not enjoy, as such, organisational and decision-making autonomy.
Establishing a branch enables the company to operate in Italy with a more streamlined, cost-effective structure than if a full subsidiary were established in the Country.
Establishment of a branch in Italy requires to appoint a “legal representative” of the branch who shall be a physical person domiciled in Italy and to have a registered office for the branch. Branches are entered into a special register of the Italian Companies Registrat.
For tax purposes, branches are considered as permanent establishments and are therefore subject to taxation. They shall thus keep their own books, submit VAT and income tax returns to tax authorities (Revenue Agency or Agenzia delle Entrate) each year, and file the annual report of the foreign company with the Italian Registrar of Companies.
Corporate law requirements for opening a branch in Italy and disclosure obligations.
The establishment of a branch shall be authorized by a special resolution of the Company’s corporate body that is competent pursuant to the law of the country of incorporation.
As far as Italian law is concerned, such resolution shall:
- authorize the establishment of a branch in Italy and specify an address for the branch in Italy;
- appoint a legal representative of the branch and specify the powers granted to such representative.
The branch shall be entered in the Italian Registrar of Companies by signing a public deed before and Italian notary.
The public notary will require the Company to provide the following documents:
- a certificate of incorporation;
- memorandum and articles of association;
- copy of the resolution that authorized the opening of a branch.
Such documents shall be notarized and apostilled pursuant to the Hague Convention of 5 October 1961 and translated in Italian by a certified translator in accordance with Italian law.
In addition, the branch shall apply for an Italian VAT number.
Pursuant to Article 2508 of the Italian Civil Code and to the provisions of the EU Eleventh Directive on Company Law, the branch shall be subject to the same corporate disclosure requirements with the Registrar of Companies applicable to Italian companies including the filing of (i) financial statements, (ii) any changes in the shareholdings or directors of the Company as well as (iii) any other significant corporate changes (e.g. change of registered office etc.).
Under Italian law, although a branch has no separate legal identity from that of the company, it shall be treated as an autonomous and separate entity from a tax and accounting standpoint. In particular, the branch shall apply for VAT in Italy and shall file tax and VAT declarations in Italy