Italy (English & Chinese)

Ernesto Pucci and Shenkuo Wu

Macchi di Cellere Gangemi

a. What are the key sectors in your jurisdiction that attract, or to which the government is seeking to attract, COI?

The Italian government is seeking to attract COI in many key sectors, such as infrastructure, energy, manufactory machineries, brands and, in general, market and strategic assets.

In order to attract overseas investments, the Italian government is approving and implementing a number of relevant reforms with the declared goal of boosting the Italian market. These reforms mainly relate to the Italian judicial and labour system, taxation and the digitalisation of public administration, including but not limited to: the possibility for foreign companies to apply for standard international tax ruling preliminary to the investment; 50% corporate tax credits on expenses for employees operating in research and development activities; reduced taxes on real estate transactions between VAT payers; simplification of the authorisation procedures for enterprises; reduction of energy costs for enterprises and provisions favouring energy saving and efficiency of buildings; reform of the labour laws applicable to the hiring and firing of personnel (so﹣called jobs act); and reorganisation of rules and regulations governing local public services (waste, urban transport, lighting, water, etc.) that will also favour investments by foreigners.

b. Is the government generally supportive of COI? Which government, and regional, bodies are responsible for driving COI in your jurisdiction?

The entities responsible of driving foreign investment in Italy, including COI, are Invitalia and ICE or the Italian Trade Promotion Office.

Invitalia is the national agency for investment promotion and enterprise development and provides foreign investors wanting to set up or expand their business in Italy with information regarding local business opportunities and partners. Apart from support services during the investment process, the agency provides strategic analysis to identify the best business solution and offers an overview of the legal and tax system, the labour market and the national incentive system.

ICE, jointly with the Ministry of Economic Development's department of internationalisation, provides information, support and advice to Italian and foreign companies through a large network of Trade Promotion Offices linked to Italian embassies and consulates. In order to facilitate the connection between Italian and foreign businesses it works closely with local authorities and businesses to facilitate the identification of possible business partners and organise bilateral trade meetings with Italian companies, as well as providing information, support and advice as necessary.

a. What are the most common legal entities and vehicles used for COI in your jurisdiction? How long do they take to become operational?

The limited liability company (Srl) is the most common legal vehicle used for doing business in Italy, if the capital is owned by a small number of members. Srl companies cannot be listed on the stock market or issue debentures or other negotiable instruments, though they can issue debt notes which can be purchased by qualified investors. Depending on the value of the transaction and the number of investors, the joint stock company (SpA) vehicle may be more appropriate. The SpA's capital is represented by shares.

The incorporation's procedures to be followed for an Srl or an SpA are substantially the same and require the assistance of an Italian notary. The company can be operative in a week starting from the date of receipt of the required documents.

b. What are the key requirements for establishment and operation of these vehicles which are relevant to COI (e.g. is there a requirement for local directors)?

There are no specific requirements for establishment and operation of these vehicles which are relevant to COI or foreign investors in general, unless for specific sectors (see below). For instance, directors do not need to be Italian citizens or tax residents but only require an Italian tax code.