Opening a Company in Italy as a Foreign National: A Practical Guide to Corporate Structure, Visas, Tax and Regulatory Requirements

Setting up a company in Italy with foreign shareholders, directors, or managers is possible, but it requires coordinated planning. Choosing the right corporate form is not enough: foreign entrepreneurs must also address foreign documentation, signing authority, banking, tax matters, permits, and—where there is an actual personal presence in Italy—visa and residence-permit requirements.

The core principle is straightforward: owning shares in an Italian company does not automatically give someone the right to live or work in Italy. The same is true of obtaining an Italian tax code, being appointed as a director, or subscribing share capital.

Shareholder, Director, or Manager

Not all foreign individuals involved in an Italian company have the same legal position.

A foreign investor may hold equity in an Italian limited liability company without moving to Italy and without carrying out work there. In that situation, the main issues concern the investor’s identification, foreign corporate documentation, beneficial ownership, source of funds, notarial formalities, tax treatment, and banking compliance.

The situation is different where a shareholder intends to relocate to Italy in order to manage the company, sign contracts, supervise employees, develop business relationships, or carry out entrepreneurial activities on a regular basis. In that case, the incorporation of the company must be accompanied by an assessment of the appropriate immigration status.

The position of a foreign director or manager must also be analyzed separately. A director may be:

• An employee of the Italian company

• A highly qualified executive

• An employee temporarily transferred from a foreign company within the same corporate group

• A corporate director

• An attorney-in-fact

• An independent consultant

• A shareholder actively involved in management

These roles are not interchangeable. What matters is the actual nature of the activities performed: who gives instructions, who is subject to control, who has signing authority, where the services are performed, whether there is an employment relationship, what compensation is paid, and how long the individual will stay in Italy.

IMPORTANT: Calling someone a “director,” “consultant,” or “advisor” does not remove the need to assess the appropriate employment and immigration classification.

Incorporating a Company Does Not Automatically Grant Residency

A common misunderstanding is that incorporating an Italian company automatically allows a non-EU shareholder to obtain an Italian visa or residence permit.

This is not the case.

An Italian company may be incorporated with foreign shareholders or directors, but the right to reside and work in Italy is governed by separate immigration rules. A non-EU national living abroad who intends to personally manage a business in Italy must assess the rules governing self-employment and entrepreneurial activities, including the Italian Immigration Consolidation Act, its implementing regulations, the annual immigration quota system, and the instructions issued by the competent Italian Consulate, One-Stop Immigration Office, and Police Headquarters.

For 2026, official sources indicate that a quota is available for self-employment entries. However, the availability of the quota, eligible categories, filing procedures, and required documents must be checked at the time of filing because they depend on the rules and administrative instructions then in force.

In practice, the entrepreneur’s project must be credible and consistent. The authorities may request documents relating to:

• The intended business activity

• A business plan and financial sustainability

• Availability of financial resources

• Lawful source of funds

• Business premises

• Required licenses or permits

• Professional qualifications, where the activity is regulated

• Availability of accommodation

• Income and financial means required under the applicable rules

• Corporate documents and signing authority

Immigration Paths to Consider

Profile	Possible Route	Key Consideration
Non-resident, non-operating shareholder	No work authorization arises from share ownership; entry rules must be checked for business visits	The person must not actually manage or work in Italy
Shareholder-director living in Italy	Self-employment/entrepreneur route or another compatible status	Actual activities and stable presence in Italy
Non-EU entrepreneur	Self-employment visa, where applicable	Available quota/channel, funds, business plan, and requirements
Investor making a significant investment	Investor Visa for Italy, if requirements are met	Qualifying investment and source-of-funds evidence
Founder of an innovative project	Italia Startup Visa, if the company and project qualify	Genuine innovation and legal requirements
Employee-director	Employment-based immigration route or other applicable procedure	Genuine employment relationship
Highly qualified director	EU Blue Card, if all requirements are met	Qualified duties, contract, credentials/experience, and salary
Manager transferred from a foreign company	Intra-corporate transfer, or ICT route, if applicable	Genuine corporate group and pre-existing foreign employment relationship
Corporate director or attorney-in-fact	Individual assessment of the status consistent with the activities performed	A corporate appointment alone is not a work or residence permit

EU Blue Card: Substance Matters

The EU Blue Card may be relevant for highly qualified non-EU professionals hired by an Italian company under a qualifying employment relationship.

In summary, the route requires a binding employment offer or contract for highly qualified work, a contract duration meeting the applicable requirements, appropriate professional qualifications or credentials, and remuneration that complies with the current statutory threshold and applicable collective bargaining agreements.

The EU Blue Card is not available simply because a person holds a senior corporate title. The duties must truly be highly qualified, and the relationship must be one of employment.

IMPORTANT: Salary thresholds, supporting documents, and administrative instructions must be checked immediately before filing. It is not advisable to rely on figures or requirements taken from outdated sources.

Investor Visa and Startup Visa

In certain cases, a project may fall within special immigration routes designed to attract foreign investment and innovation.

The Investor Visa for Italy is intended for non-EU nationals who commit to making an investment within the categories provided by law and obtain prior clearance from the competent Investor Visa Committee. The applicable thresholds, type of investment, financial documentation, and requirement to maintain the investment must be reviewed under the rules in force when the application is filed.

The Italia Startup Visa may be considered for founders of genuinely innovative projects. Merely calling a business a “startup” is not sufficient: the project must meet the legal requirements for an innovative startup and comply with the procedure then in force.

Innovative startups are capital companies, including cooperatives, that must satisfy specific requirements and have as their exclusive or primary corporate purpose the development, production, and marketing of innovative products or services with high technological value. Registration in the special section of the Italian Companies Register also involves periodic update and confirmation obligations.

Which Corporate Form Should You Choose?

In many cases, an ordinary Italian limited liability company, or SRL, is the most suitable structure for a foreign investor planning to launch a commercial, service, technology, or industrial business in Italy.

An SRL offers flexible governance, generally limited liability for shareholders up to their contribution, and the ability to tailor the articles of association to the shareholders’ needs. It may be managed by a sole director or a board of directors, and its articles may include provisions on share transfers, special rights, shareholder loans, delegation of powers, signing authority, and deadlock-resolution mechanisms.

A simplified limited liability company, or SRLS, may be appropriate for very simple projects. However, it offers a more standardized structure and may be less suitable where there are foreign investors, corporate shareholders, complex shareholders’ agreements, or sophisticated governance needs.

A joint-stock company, or SPA, may be preferable for substantial investments, more structured governance, multiple investors, or projects expected to grow significantly.

A branch of a foreign company may be the right solution when an existing foreign parent company intends to establish a stable presence in Italy without incorporating a separate Italian legal entity. In that case, however, particular attention must be paid to the representative’s authority, translations and legalization of foreign documents, international tax matters, permanent establishment exposure, and intra-group relationships.

A representative office may be used only for preparatory, promotional, informational, or liaison activities. It should not be used as a disguised operating commercial structure.

Foreign Documents Must Be Prepared Before the Notarial Deed

One of the most common causes of delay is preparing foreign documentation too late.

Where the shareholder is a foreign company, documents are normally required to verify the entity’s existence, the identity of its representatives, signing authority, and the corporate decision to invest in Italy. Depending on the country and the nature of the document, an apostille or consular legalization may be required, together with an Italian translation.

Documents that should generally be planned in advance include:

• Certificate or extract from the foreign companies register

• Articles of association and incorporation documents of the foreign company

• Certificate of good standing, if required

• Corporate resolution authorizing the investment

• Resolution appointing the signatory or document proving signing authority

• Power of attorney, if a representative signs on behalf of the company

• Passports and identification details of shareholders, directors, and attorneys-in-fact

• Corporate group chart

• Ownership chain up to the ultimate beneficial owners

• Financial statements and financial documentation

• Evidence of the lawful source of the investment funds

  IMPORTANT: A simple online company extract, a document lacking an apostille where required, or a translation not accepted by the notary may delay or prevent the execution of the incorporation deed.

Banking and Anti-Money Laundering Compliance

Even after the company has been incorporated, opening a bank account is not guaranteed.

The bank will independently assess the client, ultimate beneficial owners, country of origin, corporate structure, nature of the business, signing authority, expected financial flows, and documents supporting the source of funds.

For this reason, before applying for an Italian bank account, it is advisable to prepare a complete KYC/AML file containing:

• Articles of association and company extract of the Italian company

• Identification documents for directors, shareholders, and beneficial owners

• Corporate group chart

• Documents of the foreign company, if applicable

• Business plan

• Key contracts, if available

• Bank statements and evidence of available funds

• Sale agreements, financial statements, dividends, financing agreements, tax returns, or other source-of-funds documents

• Corporate resolutions and signing authorities

• Description of expected banking activity

  IMPORTANT: It is prudent not to schedule critical transactions assuming that the bank account will be available by a fixed date. The bank may request additional documents, impose operating limits, or decide not to establish the banking relationship.

Incorporation: A Practical Sequence

1. Define the Project

Before approaching the notary, the following should be clear:

• Actual business activity

• Target clients and market

• Registered office and operating premises

• Available capital

• Shareholders and ownership percentages

• Ultimate beneficial owner

• Directors and attorneys-in-fact

• Need to hire employees

• Presence in Italy of shareholders and managers

• Required permits and authorizations

• Potential immigration route

2. Choose the Corporate Form, Corporate Purpose, and ATECO Code

The articles of association must reflect the actual project. A corporate purpose that is too generic may create operational difficulties, while one that is too narrow may require later amendments before a notary.

The ATECO business classification code must be consistent with the activity actually carried out and with applicable licensing, insurance, social security, and tax requirements.

3. Obtain an Italian Tax Code

An Italian tax code is necessary for many corporate and tax formalities. The applicable procedure depends on the individual’s residence, nationality, and any existing immigration status.

4. Prepare Documents and Signing Authority

This stage should be completed before the notarial deed is signed. It is advisable to send copies of foreign documents to the notary in advance in order to verify:

• Validity of the document

• Need for apostille or legalization

• Currency of the corporate registry certificate

• Authority of the signatory

• Content of the corporate resolution

• Need for a certified or sworn translation

5. Incorporate and Register the Company

The company is incorporated through a notarial deed and then registered with the Italian Companies Register through the relevant electronic filings.

This stage should also include:

• Appointment and acceptance by directors

• Possible appointment of a supervisory body or statutory auditor

• VAT registration

• Certified email address and digital domicile

• Any required INPS and INAIL registrations

• Accounting setup and electronic invoicing arrangements

6. Obtain Permits and Start Operations

Before the actual business begins, all required SCIA filings, SUAP procedures, and sector-specific permits should be verified.

Depending on the activity, the competent authorities may include the Municipality, the One-Stop Shop for Productive Activities, local health authorities, fire prevention authorities, customs authorities, public safety authorities, professional bodies, or sector regulators.

Registration with the Companies Register alone is not sufficient: the activity may be subject to additional qualifications, notices, permits, or authorizations.

Tax, Employees, and International Relationships

An Italian company must be properly structured from the start from both a tax and employment perspective.

The following issues should be assessed, among others:

• Direct taxation

• VAT and transactions with EU and non-EU customers or suppliers

• Electronic invoicing and digital record retention

• Accounting, financial statements, and filings

• Directors’ fees

• Dividends paid to non-resident shareholders

• Withholding taxes and double-tax treaties

• Shareholder and intra-group financing

• Transfer pricing

• Permanent establishment exposure of the foreign parent company

• INPS contributions for shareholders and directors

• INPS and INAIL obligations for employees

• Employment agreements, workplace safety, and risk-assessment documentation

• Privacy, commercial contracts, and insurance coverage

Where an international group exists, the Italian company should not be treated as an isolated entity. Loans, royalties, management fees, administrative services, trademark licenses, employee transfers, and signing authority may all have significant tax and employment consequences.

Conclusion

Opening an Italian company with foreign investors, shareholders, or managers is not merely a notarial transaction. It is a multidisciplinary project requiring consistency among the business activity, corporate structure, financial resources, signing authority, tax treatment, regulatory permits, and immigration status of the persons involved.

The most important operational rule is to define the actual business activity and the real role of each individual first, and only then build the appropriate corporate and immigration structure.

A non-operating shareholder may have very different needs from a shareholder-director living in Italy. Likewise, an employee-director, corporate director, attorney-in-fact, and independent consultant cannot be treated as equivalent merely because each holds a managerial title.

Before submitting applications to the Italian Consulate, One-Stop Immigration Office, Police Headquarters, notary, Chamber of Commerce, bank, or SUAP, it is essential to check the updated instructions issued by the competent authority and coordinate the work among legal counsel, notary, accountant, labor consultant, and any required technical professionals.

Attorney Paolo Spanu

Attorney at Law, Rome Bar Association

Disclaimer: This article is provided for general informational and educational purposes only. It does not constitute legal, tax, corporate, employment, or immigration advice, nor does it constitute a professional opinion on any individual matter. Laws, administrative procedures, immigration quotas, financial requirements, consular practices, and official instructions may change over time and may vary depending on nationality, country of residence, business location, and the specific features of the project. Before making decisions, investing funds, incorporating a company, starting business operations, or applying for a visa or residence permit, a personalized professional assessment should be obtained and the current instructions of the competent authorities should be verified.