Opening a Representative Office in Italy

Dec 05, 2018

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The simplest business structure available to a foreign company to establish a presence in Italy is the “Representative Office” (“Ufficio di Rappresentanza”). Foreign companies often use a Representative Office to conduct market research before making a decision to establish a branch or a subsidiary.


Rep Office cannot execute commercial or financial transactions of any kind; nor can it act as an agent or distributor of a foreign company. The key word is “promotion” not “trading” and Representative Office cannot send invoices, cannot accept payments by customers and cannot pay providers. Failure to comply with such regulations may result in the transformation of the Representative Office into a permanent corporate entity, subject to all forms of taxation. Thus, Rep Office acts primarily as a marketing vehicle with no tax implications, as long as its structure is kept within strict limits. Before starting any activities, it is advisable to seek legal advice.

What is a Representative Office?

A Representative Office is an entity with no legal autonomy which carries out in Italy auxiliary and preparatory activities on behalf of a foreign company; typically, such activities are those of marketing, sales promotion, collection of information and scientific or market research, being excluded actual sales and production operations.

A Representative Office shall be qualified by the absence of:

  1. a permanent endowment of means dedicated to carrying out the foreign company’s activity (or part of it);
  2. the power to act in the name and on behalf of the foreign company, binding the latter vis-à-vis third parties.

The presence of the elements listed above would imply the existence of a Branch Office, which falls within the legal and fiscal requirements of a permanent establishment.

A Rep Office shall meet some main formal requirements; in particular, a Representative Office:

  1. has to be registered with the local Companies House (“Registro Imprese”);
  2. has to apply for a fiscal code in Italy but not for a VAT number;
  3. is not considered a separate fiscal entity and it is not subject to taxation and has no fiscal obligation (is not required to keep books, publish financial statements, or file income tax or VAT returns); it is, however, required to maintain ordinary accounts, in order to document expenses (e.g. personnel costs, office equipment, etc.) to be covered by the foreign company’s head office;
  4. is not considered a separate legal entity and consequently is not subject to corporate formalities such as shareholder’s and board meetings, legal books, filing financial statements etc.

Documents requirements for setting up a Rep. Office in Italy

The following documents are required to open a Representative Office:

  1. A certified copy of a Resolution of the foreign company, duly notarized and legalized, authorizing the opening
    of the Representative Office in Italy and containing:

    • complete name of the foreign company;
    • address of the rep. office;
    • name, date, place of birth of the individual/s legally responsible for the Rep. Office (“Preposto”). The officers do not need to be resident or domiciled in Italy;
    • a list of the powers granted to the individual/s legally responsible for the office, and
    • power of attorney to a trusted counsel in Italy (can be Mazzeschi) – unless a legal representative of the foreign company executes personally all formalities – to establish a Rep. Office and to execute all related formalities.
  2. A Certificate duly apostilled/legalized showing the registration of the foreign parent company in an official foreign Register of Companies or Chamber of Commerce (indicating name of company, registered office, name of officers) and confirming that foreign company is in good standing, not subject to bankruptcy etc. (Certificate of Good Standing);
  3. A certified copy of the last annual return of the foreign company, duly notarized and legalized;
  4. Form signed by an officer of the foreign company to apply for a foreign company’s tax code + copy of signatory’s passport ID page;
  5. Form signed by appointed officers of Rep Office to apply for their tax code + copy of signatory’s passport ID page.

Procedure

The procedure usually takes approx. 2-4 weeks. We can accomplish all formalities on behalf of the company and prepare all necessary drafts.

STEP 1 – Documents 1to 3 above are translated into Italian (certified translation)

STEP 2 – Tax Codes (codice fiscale) for foreign company and officers are obtained at “Agenzia delle Entrate“(Revenue Office)

STEP 3 – Documents are filled with the local Companies House, through Single Notification

STEP 4 – Upon receipt, the local Companies House provides the Rep. Office with ad-hoc fiscal code and the Rep. Office is officially registered.

What are the advantages of establishing a rep office?

  • the Rep Office does not need to approve and file the yearly financials;
  • the Rep Office does not need to have a corporate structure (such as directors and statutory auditors:
  • there will not be additional operating costs except for a yearly tax payable to the Companies House (approx. 350 Euro yearly; a 500 Euro/year should be added if you need to set the registered address at a firm of accountants in Italy initially).

NOTE: employees seconded to Italy will need to be registered with the Italian Social Security Authority (INPS). Italian law provides for that Social Security charges are to be paid on behalf of the employee, unless different rules are set forth by any bilateral treaty between Italy and the country where the foreign company is registered.

This post was written by Content Manager
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