Corporate & M&A
Buying a Business in Italy as a Foreigner
Acquiring a company, a hotel or a vineyard operation in Italy is where the largest and best-hidden risks live. Here is how the deal structure protects — or exposes — a foreign buyer.
Disclaimer: This page is a general summary and not legal or tax advice. Legal references were verified in July 2026 against the Italian Civil Code and tax legislation. Deal structuring is fact-specific — obtain tailored advice before acting.
01
Can a Foreigner Buy or Start a Business in Italy?
Yes. A non-EU, non-resident individual can own and direct an Italian company (typically an SRL) provided one of three things is true: they hold an Italian residence permit or EU/EEA status (both exempt from any check), a bilateral investment treaty covers them, or the reciprocity condition is satisfied — the same test that applies to buying property, checked operation by operation against the Foreign Ministry's country table.
One practical trap: chambers of commerce often will not let a company become operational if its sole director is a non-EU citizen resident abroad. A resident or EU co-director — or the director obtaining a residence permit — usually resolves it. This is exactly the kind of issue to surface before, not after, incorporation.
02
Asset Deal or Share Deal? The Decision That Governs Your Risk
In a share deal (cessione di quote) you buy the company itself: it keeps all its assets, contracts, licences and — crucially — every liability, including undisclosed ones. Continuity is easy; protection depends entirely on due diligence and contractual warranties.
In an asset deal (cessione d'azienda) you buy the going concern, and the Civil Code sets exactly what follows the business:
- — Contracts (art. 2558 c.c.) — non-personal business contracts pass to the buyer automatically, but a counterparty may withdraw within three months for just cause.
- — Receivables (art. 2559 c.c.) — transfer to the buyer, effective against debtors from registration in the Registro delle Imprese.
- — Debts (art. 2560 c.c.) — for a commercial business, the buyer is jointly liable only for debts recorded in the mandatory accounting books. Debts off the books do not follow the buyer.
This is the heart of the matter: an asset deal lets a foreign buyer cherry-pick the business with statutory liability caps, at the cost of re-papering licences and contracts. A share deal is cleaner operationally but inherits the company's whole past.
03
Employees, TFR and Tax Debts
Employees transfer automatically under art. 2112 c.c., and buyer and seller are jointly liable for accrued entitlements — including TFR, the statutory end-of-service allowance that accumulates for every Italian employee. These liabilities must be quantified in due diligence; they do not vanish in an asset deal.
For tax debts, the buyer's exposure in an asset deal is capped by art. 14 of D.Lgs. 472/1997 to the year of transfer plus the two preceding years — and is neutralised entirely by obtaining a clean certificato dei carichi pendenti from the Agenzia delle Entrate before closing (which also releases the buyer if it is not issued within 40 days). Skipping this certificate is one of the most expensive mistakes a foreign buyer can make. See the wider Italian tax framework.
04
Structures, Taxes on the Deal, and Visas
- — Entity — a standard SRL needs €10,000 of capital; a reduced-capital SRL/SRLS can start from €1. Incorporation is by notarial deed and Registro Imprese registration.
- — Transfer taxes — a going-concern transfer is outside VAT and instead bears proportional registration tax (broadly ~3% on goodwill and movables, 9% on real estate, 0.5% on receivables); allocating the price per asset class matters, since the highest rate applies if you do not.
- — Investor visa — €500,000 into an Italian limited company (or €250,000 into an innovative startup, €2m in government bonds, €1m philanthropy) opens a residence route; the self-employment route runs through the limited Decreto Flussi quota.
- — Licences — operating authorisations (SCIA, hotel and agriturismo permits) do not transfer automatically; the buyer must file a SCIA di subentro or obtain fresh authorisations.
Whether the target is an operating company, a boutique hotel or a vineyard, FrankVest structures the acquisition to cap liability and keep the business running from day one — see our services.
Acquiring in Italy
Structure the Deal Before You Sign
Asset or share deal, liability caps, the tax-clearance certificate, employee exposure — the decisions that protect a foreign buyer are made early. Let's scope your acquisition.
Frequently Asked Questions
Can a foreigner own and run a company in Italy?
Yes. A non-EU, non-resident individual can own quotas in and direct an Italian SRL if one condition is met: they hold an Italian residence permit or EU/EEA status (exempt from any check), a bilateral investment treaty is in force, or the reciprocity condition is satisfied. A practical caveat: the chamber of commerce often will not let a company become operational if its sole director is a non-EU, non-resident individual — a resident or EU co-director, or a residence permit, usually solves this.
Should I buy the company's shares or its business assets?
In a share deal (cessione di quote) you buy the company as it is, inheriting every liability including undisclosed ones — protection comes only from due diligence and warranties. In an asset deal (cessione d'azienda) you buy the going concern, and the Civil Code limits which debts follow you: only debts recorded in the mandatory accounting books (art. 2560 c.c.). The right choice depends on the target's history and licences.
Am I liable for the seller's debts if I buy the business?
For ordinary debts in an asset deal, only those appearing in the mandatory accounting books transfer to you (art. 2560 c.c.). For tax debts, your liability is capped to the year of transfer plus the two previous years (art. 14 D.Lgs. 472/1997) and is neutralised entirely by a clean certificato dei carichi pendenti from the tax authority — which also frees you if it is not issued within 40 days. Fraud is the exception.
What happens to the employees when I buy an Italian business?
Under art. 2112 of the Civil Code, employment relationships transfer automatically to the buyer, who becomes jointly liable with the seller for accrued entitlements including TFR (trattamento di fine rapporto, the statutory end-of-service allowance). Employee liabilities must be quantified in due diligence — they do not disappear in an asset deal.
How much capital do I need to set up an Italian SRL?
A standard SRL requires €10,000 of share capital; a reduced-capital SRL or SRLS can be formed with capital from €1 up to €9,999. Incorporation is by notarial deed and registration with the Registro delle Imprese. Buying €500,000 of equity in an Italian company is also one of the investor-visa routes.