How to Open a Company in Italy as an American

Italy's business formation process is formal and legalistic — but manageable with the right guidance. Here's a complete overview of entity types, formation steps, and U.S. reporting requirements for Americans opening companies in Italy.

Opening a company in Italy as an American

Italian Entity Types

SRL

Società a Responsabilità Limitata. Italy's most popular limited liability entity. Minimum capital: €1 (€10,000+ recommended). IRES 24% + IRAP ~3.9%.

Best for: small-medium businesses & startups

SPA

Società per Azioni. Requires €50,000 minimum capital. Comparable to a U.S. public corporation. Heavily regulated with statutory auditing.

Best for: large companies or capital-raising

Ditta Individuale

Sole proprietorship. No business-personal asset separation. Owner bears full liability. Taxed as personal income. Simplest to form.

Best for: solo freelancers in low-risk fields

SNC / SAS

General or limited partnership structures. Pass-through or tiered taxation. Personal liability concerns for foreigners.

Not recommended for most Americans

Forming an SRL: 6 Steps

Define Company Details

Unique company name (chamber of commerce approval required)
Corporate purpose (oggetto sociale)
Registered office address in Italy
Shareholder identities and ownership percentages
Director appointments and initial share capital

Draft Incorporation Documents

An Italian notary prepares the Atto Costitutivo (Deed of Incorporation) and Statuto (Operating Agreement/Bylaws). Model templates are available but customization is recommended.

Sign Before an Italian Notary

Required documents:

Valid ID/passport for all shareholders and directors
Codice fiscale for each person (see: Getting Your Codice Fiscale)
PEC (certified email) and anti-money laundering declarations
Capital payment proof

U.S. citizens abroad may use a procura speciale (power of attorney) to sign remotely.

Deposit Share Capital

€1–€9,999: full payment at formation
€10,000+: minimum 25% deposit (100% for single-member SRL)
Capital goes to a dedicated bank account

Register the Company

The notary files with the Registro delle Imprese (Companies Register), Agenzia delle Entrate (for VAT/Partita IVA), and INPS/INAIL if hiring employees. Timeline: 7–15 business days.

Activate VAT and Accounting

Register for VAT (Partita IVA)
Appoint a commercialista (Italian accountant)
Establish electronic invoicing (fattura elettronica) and PEC email
Italy enforces strict e-invoicing compliance via SDI

U.S. Citizen Considerations

Essential Requirements

Obtain a Codice Fiscale before formation
Appoint a legal representative in Italy if residing abroad
Plan banking carefully — FATCA restrictions apply to U.S. persons

U.S. Reporting Obligations

Form 5471: Required if owning 10%+ of a foreign corporation — whether your SRL is treated as a corporation or a disregarded entity for U.S. purposes turns on the Form 8832 entity classification election, which in turn determines whether you file Form 5471
FBAR (FinCEN 114): For Italian bank accounts over $10,000
Form 8938: For foreign assets exceeding FATCA thresholds
GILTI: Global Intangible Low-Taxed Income may apply to retained earnings

Timeline With proper preparation, the full process — from initial consultations to a functioning SRL with VAT — typically takes 2–4 weeks. The most common delay is obtaining U.S. documents with apostille for non-resident shareholders.

Tax Planning

Before forming, consider:

Dividends are subject to 26% withholding tax in Italy (reduced by U.S.-Italy treaty)
Holding company structures may optimize both Italian and U.S. taxation
Avoid unintentionally triggering Italian tax residency through management activities (esterovestizione)
Evaluate regime forfettario (flat rate) for small sole proprietorships

See also: Taxation of Opening an SRL in Italy for Americans for a detailed breakdown of tax implications by residency status, including CFC rules and GILTI.

Ready to Open Your Italian Business?

Italy's process is formal — get it right from day one. Our bilingual team handles both the Italian formation and U.S. reporting requirements for American business owners.

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The information in this article is provided for general informational purposes only and does not constitute financial, legal, tax, or accounting advice. Any opinions expressed are solely those of the author and do not necessarily reflect the views of JSBC. You should not act or refrain from acting on the basis of this content without first seeking the advice of a qualified professional regarding your particular circumstances.