In short
Most foreign founders use an SRL (limited liability company). Standard capital is €10,000 (25% paid in at the start), or €1–9,999 if paid in full in cash. The articles are signed before an Italian notary — in person, by power of attorney or, for some founders, by video — and the notary files with the Business Register. Expect about €1,500–3,000 + VAT in notary fees plus about €900 in taxes and fees. Every shareholder and director needs a codice fiscale; the company and its sole director or CEO need a PEC certified email. Companies pay IRES at 24% plus regional IRAP (3.9%, 4.82% in Lazio). VAT is 22%, there is no registration threshold for companies, and all invoices go through the SDI e-invoicing system. Owning a company does not give you residence in Italy.
Italian company: key facts
Last verified 28 September 2026| Usual company type | SRL (limited liability company): €10,000 standard capital, or €1–9,999 if fully paid in cash; notarial deed# Source: Civil Code art. 2463 (SRL capital) |
|---|---|
| Formation cost | Notary about €1,500–3,000 + VAT plus about €900 of taxes and fees; first-year total about €2,700–4,600 estimate# Source: PartitaIVA.it: what an SRL costs in 2026 · NotaioOnline: online company incorporation |
| Foreign directors | Allowed; each needs a codice fiscale, a digital signature and (sole director or CEO) a personal PEC email# Source: Verona Chamber of Commerce: rules for non-EU founders (2026) · CMS: PEC email duty for company directors |
| Corporate taxes | IRES 24% plus regional IRAP 3.9% (4.82% in Lazio)# Source: PwC Tax Summaries: Italy — corporate income tax · InformazioneFiscale: regional IRAP rates |
| VAT | 22% (10%, 5%, 4% reduced); a VAT number from the start, no threshold for companies; e-invoicing through SDI# Source: PwC Tax Summaries: Italy — VAT and other corporate taxes |
| Dividend withholding | 26%; under the US treaty 15% (5% for a US company holding 25%+)# Source: PwC Tax Summaries: Italy — withholding taxes |
| US tax treaty | Signed 1999, in effect since 2010; US citizens still file US returns# Source: Accounting Today: the US–Italy tax treaty enters into force |
| R&D tax credit | 10% (up to €5 million a year), higher in the South; to 2031# Source: ReteAgevolazioni: R&D tax credit |
| Working shareholders | A partner who works in a trading SRL pays INPS merchants' contributions of 24.48% (minimum about €4,612 a year in 2026)# Source: ECNews: INPS merchants' contributions 2026 |
| Annual accounts | Approved within 120 days of year-end (180 in some cases) and filed within 30 days of approval# Source: Civil Code art. 2435 (filing of accounts) |
| Beneficial owners | Register created but filings suspended since 2024 pending court rulings; the EU Court backed it in May 2026 — check before filing estimate# Source: ItaliaOggi: beneficial-owner register after the EU Court ruling (May 2026) |
| US–Italy Social Security agreement | In force since 1 November 1978 — avoids paying into both systems# Source: SSA: US–Italy Social Security agreement |
| US anti-deferral tax | GILTI renamed NCTI from 2026 — get US advice on whether Italian company profits are taxed in the US each year# Source: OnlineTaxman: GILTI replaced by NCTI from 2026 |
Not American?
Canadians, Australians, Brits and other non-EU citizens: the same rules apply
Italian company law is the same for every foreign founder, so Canadians, Australians, New Zealanders and Brits register an Italian company exactly as described here. Only a few points differ:
- Canada
- Australia
- New Zealand
- United Kingdom
- Japan
- South Korea
- + other visa-free countries
| Living in Italy | A company does not give you residence. Non-EU founders need a visa such as the Italia Startup Visa, the investor visa or a self-employment visa (only 650 places in 2026). |
|---|---|
| Tax treaty | The US–Italy treaty cuts dividend withholding from 26% to 15% (5% for a US company holding 25% or more). Other countries' treaties set their own rates. |
| Home-country tax | US citizens are taxed on worldwide income and have extra filings (Form 5471, FBAR, NCTI). Other nationals usually aren't taxed this way. |
| Documents from abroad | Need an apostille; the US, Canada (since 11 Jan 2024), the UK, Australia and NZ issue them.Source: HCCH: Apostille Convention status table |
At a Glance
Italian Company Formation in Numbers
Why Italy
Why Americans Register Companies in Italy
An Italian company gives you access to a market of nearly 59 million people and Italy's manufacturing, design and food supply chains. Foreign shareholders and directors are allowed, and the US–Italy treaty reduces withholding on dividends.
The trade-offs: higher set-up costs than in most EU countries because of the notary, two layers of corporate tax, mandatory e-invoicing and certified email, and a commercialista (accountant) you will need every year.
Business Structures
Which Entity Type Is Right for You?
Limited Liability Company
SRL — Società a responsabilità limitata
The usual choice for founders and foreign investors. Shareholders can be individuals or companies, and directors can live abroad.
- Min. capital
- €10,000 (or €1+ fully paid in cash)
- Paid in at start
- 25% (100% if under €10,000)
- Liability
- Limited to capital
Simplified SRL
SRLS — SRL semplificata
Uses a fixed ministerial template, so no notary fee is charged (only taxes and fees, about €300–630). Shareholders must be individuals — a US company or LLC cannot own one.
- Capital
- €1–9,999.99, paid in cash
- Shareholders
- Individuals only
Joint-Stock Company
SpA — Società per azioni
For larger businesses and outside investors, and for listing on the stock exchange.
- Min. capital
- €50,000 (25% paid in)
Sole Trader
Ditta individuale · Partita IVA
Register a VAT number with the tax office. Non-EU citizens need a residence permit that allows self-employment. The flat-rate regime (15%, 5% for new activities, up to €85,000) can apply.
- Liability
- Unlimited
Tax Environment
Italy's Two Corporate Taxes — IRES and IRAP
Italian companies pay IRES at 24% on profits and IRAP, a regional tax on a broader base (roughly value added), at 3.9% — 4.82% in Lazio (Rome). Part of IRAP is deductible from IRES. A temporary 20% IRES rate for reinvested profits applied in 2025 only.
The income tax treaty signed in 1999 has applied since 2010. It reduces Italian withholding on dividends to US residents to 15% (5% for a US company with at least 25% of the votes). Its saving clause keeps US citizens fully taxable in the US. The US–Italy Social Security agreement (since 1978) prevents double contributions.
US citizens and Green Card holders are taxed on worldwide income. Owning an Italian company usually means Form 5471, and an FBAR if your foreign accounts exceed $10,000 in total. From tax years starting in 2026, GILTI is replaced by net CFC tested income (NCTI). Whether Italian profits are taxed in the US each year depends on the effective Italian rate and your structure — get US international tax advice before you incorporate.
Step-by-Step Process
How to Register a Company in Italy
An SRL is set up by a notarial deed. The notary checks the documents, files with the Business Register within 10 days and handles the tax registration through the single filing (ComUnica).
Get a codice fiscale for every founder Founders
Shareholders and directors each need an Italian tax code — from a consulate in some cases, or through a proxy at the tax office.
Choose the name, seat and capital Name & address
The company needs a registered office in Italy (an address service is possible). Decide the capital — €10,000 with 25% paid in, or less if fully paid in cash.
Sign the deed with a notary Notary
In person in Italy, through a power of attorney apostilled in the US, or by video with the notary's online platform where your ID and digital signature are accepted — ask the notary in advance.
Registration and VAT number Days
The notary files with the Business Register; the company gets its VAT number through the same filing. Registration is usually done within a few days.
Set up PEC, e-invoicing and a bank account After registration
Activate the company's PEC certified email (and one for a sole director or CEO), connect to the SDI e-invoicing system and open a business bank account.
Want to run the company from Italy? A company does not give you residence — see the Italia Startup Visa on our startup page or the investor visa on our investor visa page.
Costs & Fees
What Does It Cost to Register a Company in Italy?
| Cost item | Notes | Amount |
|---|---|---|
| Notary fee | Ordinary SRL; market prices, plus VAT. Not charged for an SRLS. | about €1,500–3,000 |
| Registration tax | Fixed. | €200 |
| Stamp duty | Filing with the Business Register. | €156 |
| Chamber of commerce fees | Filing fees plus the first annual fee (about €120 for small companies). | about €200–320 |
| Share capital | Stays in the company — not a fee. | from €1 |
| Accountant (commercialista) | Bookkeeping, tax returns, e-invoicing and annual accounts (market estimate). | about €2,000–5,000/yr |
First-year total for an ordinary SRL about €2,700–4,600 before accounting. Source: PartitaIVA.it: SRL costs 2026 · NotaioOnline · ECNews: chamber fee 2026
Ongoing Obligations
Post-Registration Requirements
Annual accounts
Approved by the shareholders within 120 days of year-end (180 in some cases) and filed with the Business Register within 30 days of approval.
E-invoicing and VAT
All domestic invoices — business and consumer — are issued through the SDI system. VAT returns and payments follow a fixed calendar.
INPS for working shareholders
A shareholder who works in a trading SRL usually pays INPS merchants' contributions — 24.48% in 2026, at least about €4,612 a year.
PEC and annual chamber fee
Keep the company's certified email active and pay the annual chamber of commerce fee.
Beneficial owners
Italy's beneficial-owner register exists, but filings have been suspended since 2024 pending court rulings; the EU Court backed it in May 2026. Check the current position with your accountant.
Expert Notes
What Americans Should Know Before Registering in Italy
Budget for the notary
An ordinary SRL costs about €2,700–4,600 in the first year before accounting. The SRLS is cheaper but only individuals can own it.
Get the codice fiscale and digital signature early
Without them you cannot sign filings or open accounts. A sole director or CEO also needs a personal PEC email.
Plan dividends with the treaty
Italy withholds 26% on dividends, reduced to 15% (or 5% for a US parent company with 25%+) under the US treaty — with the right forms.
A company does not give you residence
Self-employment visas are limited to 650 a year. Founders of innovative startups can use the Italia Startup Visa (€50,000), and investors the investor visa (from €250,000).
The R&D tax credit
Companies can claim a 10% credit on R&D spending (up to €5 million a year), higher in the South.
Registering an Italian company is right for you if…
- You need an Italian entity for customers, staff or suppliers in Italy.
- You accept notary costs, e-invoicing and a yearly accountant.
- You have US tax advice on Form 5471 and NCTI.
- You have a separate plan for residence if you will live in Italy.
We work with Italian notaries and commercialisti who form companies for non-EU founders. Directories like LocalVouch can help you find more.
FAQ
Frequently asked questions
What company type do Americans usually use in Italy?
An SRL (limited liability company). Standard capital is €10,000, or €1–9,999 if fully paid in cash. An SRLS is cheaper but can only be owned by individuals.
What is the corporate tax rate in Italy?
IRES is 24%, plus regional IRAP of 3.9% (4.82% in Lazio) on a broader base.
What is the codice fiscale and why do I need it?
Italy's tax code. Every shareholder and director needs one for the deed and filings; you can get it from the tax office in Italy, through a proxy, or from a consulate in some cases.
How long does it take to register a company in Italy?
Once documents are ready, the notary signs the deed and must file within 10 days; registration then usually takes a few days. Getting tax codes, signatures and a PEC ready takes longer than the filing itself.
When do I need to register for VAT in Italy?
A company gets its VAT number at the start, through the same filing as registration — there is no threshold. Individuals can use the flat-rate regime up to €85,000.
Italy
Everything about moving to Italy
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