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Italy: Legal Document Preparation

To start the process of incorporating a company owned by foreigners in Italy, it is necessary to put together some documents of the shareholder(s), director(s) and prepare the official incorporation documents for the company to be opened. Below there is a list of documents required for the process of company incorporation in Italy:

  • Power of attorney: One of the first documents to be prepared. It is from the foreigners shareholder(s) and director(s), being them natural person or legal entity, to a local proxy who will act as attorney in fact - the other option is that the shareholder(s) and director(s) go in person to Italy to sign the company documents;
  • Passport copy: For natural person, it’s required the passport copy of the shareholder(s) and director(s);
  • Certificate of Incorporation: For legal entities it’s required the certificate of Incorporation of the company that will have shares of the italian company; Note: All the documents previously mentioned (passport copy, certificate of Incorporation and power of attorneys) prepared abroad need to be duly legalized by the Italian Consulate of the country or apostille.
  • Italian Tax Code (Codice Fiscale): A fiscal identification number to deal with public offices/administration and issued by the official tax offices. All shareholders and directors need to have it, being then italians or not;
  • Deeds of Incorporation: Contain the main information for establishing the company and needs to be formalized at a Notary Public;
  • By-laws: A document related to the governance of the company, it’s also prepared at the Public Notary and has to be attached to the Deed of Incorporation;
  • Payment of Social Capital: Each shareholder needs to deposit a part of the evidence on the payment of its contribution in the corporate capital of the company. A document proving that the money was deposited needs to be presented on the day of the company incorporation;
  • VAT (Partita IVA): VAT stands for Value Added Tax, which is an identification number for the company and it’s obligatory to open a company to commercialize services or products. To be able to issue the VAT, it’s required that the company has a certified email, also known as PEC (Posta Elettronica Certificata) and a digital signature;
  • Certified Email (PEC - Posta Elettronica Certificata): A specific certified email, which is regularized by the italian laws. It allows to send emails and documents, with a high level of security, and it has the same legal value as registered letter. It is a channel of communication between the citizen and the Public Administration;
  • Digital signature: It’s a electronic signature that replaces handwritten signatures.

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