1. Establishing a representative of office in Italy (local office)
Representative office - which are not legal entities of a foreign company in Italy are characterized by two factors:
• a local presence to promote the company and its products/services and to perform other non-business operations;
• the local unit does not require a permanent representation (it does not represent the foreign company vis-a-vis third parties).
Local offices must be registered with the Economic and Administrative Index (REA, Repertorio Economico Amministrativo) at the Chamber of Commerce, attaching the following documents: if the company is incorporated in an EU country:
- a certificate indicating the company details and the legal rep- resentatives of the company issued by the foreign equiv- alent of the Register of Companies in Italy, that must be translated into Italian by a sworn translator.
- If the company is incorporated in a non-EU country: a statement of the existence of the company issued by the Italian Embassy in the country where the company has its registered office.
2. Establishing an Italian branch of a foreign company
An Italian branch/secondary registered o ce may be a representative of the foreign company’s core business including a permanent establishment in Italy with decision-making powers.
This should be distinguished from the setting up of a com- pletely new company used by the foreign party to conduct its business in Italy indirectly (which can be a subsidiary, “ filiale” in Italian, of an existing foreign company), and secondly, from the conduct of a business in Italy without a permanent establishment as described above.
The Italian branch office is not a separate legal entity and the parent company is responsible for its initiatives.
Details of the branch o ce must be registered with the Business Register (Registro delle Imprese).
The registration of a branch office is governed by the Italy civil code (Codice Civile).
The foreign entity rst needs to appoint a legal representative.
The deed of appointment, the certi cate of incorporation (memorandum of association), the articles of association and the registration details of the foreign company must be registered with the Business Register in the area in which the branch office is located.
3. Setting up a company (independent company or subsidiary of a foreign company)
Italy offer a wide range of choice of legal forms for set- ting up companies depending on the company’s organiza- tional model, its commercial objectives, the level of capital to be committed, extent of liability and tax and accounting implications.
Companies: main types
There are four main types of companies in Italy:
• Società a responsabilità limitata (S.r.l.) – limited liability
• Società a responsabilità limitata sempli cata (S.r.l.s.) – simplified limited liability company;
• Società per Azioni (S.p.A.) – stockholding companies
(company limited by shares);
• Società in accomandita per Azioni (S.a.p.A.) limited partnership (“partnership limited by shares”).
It is possible to obtain legal protection of a trademark in Italy in order to distinguish goods and services of one or- ganization from those of another and to create an identity, a strong connection between the brand and the company. Registering a trademark prevents others using the same sign in commercial activities in the relevant territory.
It is possible to apply for protection of a trademark in Italy, limited in geographic area and speci c product class. A trademark’s owner has the right to its exclusive use
and can prevent third parties from using an identical or similar mark for identical or similar products or services if it is likely to cause confusion. If the trademark also has a famous reputation, then this right is extended also to dissimilar services or products.
Trademark registration applications can be made at the Italian o ce of trademarks and patents.
Source: ITALIAN TRADE AGENCY