Setting up a company in Italy from the UK is entirely possible, but since Brexit a British business approaches Italy as a non-EU investor. That changes some of the paperwork, tax registrations and checks, even though the Italian company itself works the same way.
For most UK businesses, the practical route is an Italian limited liability company, the S.r.l. This guide explains who can invest, which structure fits, how incorporation works and what must be in place once the company exists.
It is general information, not legal advice. Rules change, and the right answer depends on your sector and your plans for Italy.
Can a UK Business Own an Italian Company?
Yes, in practice, but the legal test is different from the one that applied before Brexit. EU and EEA citizens and companies are exempt from Italy’s reciprocity check. UK investors no longer benefit from that exemption.
Reciprocity comes from Article 16 of the General Provisions of the Italian Civil Code. In broad terms, foreigners and foreign companies enjoy civil rights in Italy on condition that Italians enjoy comparable rights in the foreigner’s country. Non-EU nationals holding certain Italian residence permits are also exempt.
The UK is generally regarded as meeting this test, because Italians can form and own UK companies. Your notary will still want to confirm the position for your shareholders before the deed is signed.
Owning a company does not give anyone the right to live or work in Italy. Immigration is a separate question, so plan for it early if British staff or directors will relocate.
Choosing the Right Structure
The S.r.l. suits most UK businesses that want to trade in Italy, because it separates the Italian operation from the UK parent. A branch or representative office may fit better when the plans are narrower.
| Structure | Separate legal entity? | Minimum capital | Best suited to |
| S.r.l. (limited liability company) | Yes | €1 | Most trading businesses and subsidiaries |
| S.p.A. (joint-stock company) | Yes | €50,000 | Larger companies and more complex investor structures |
| Branch | No | None set for the branch itself | Trading in Italy under the UK company, which stays fully liable |
| Representative office | No | None | Preparatory and auxiliary work only, with no sales or invoicing |
A low-capital S.r.l. has one condition. If capital is below €10,000, contributions must be made in cash and paid in full. A credible figure often sits above the legal minimum, because banks, suppliers and landlords will look at it.
A branch is managed by a local representative, and the parent files its translated accounts with the Companies’ Register. A representative office must stay within strict limits. If it starts selling or concluding business, it can create a permanent establishment for tax purposes.
How to Incorporate an S.r.l. from the UK
Once the documents are ready, incorporation itself usually takes about one to two weeks. The preparation in the UK is often what takes longest. A local resident director is not required, so the company can be run from Britain if its activities allow it.
- Define the project. Settle the business activity, registered office, shareholders, directors and capital.
- Obtain Italian tax codes. Each director needs an Italian fiscal code, and foreign shareholders will normally need one too.
- Prepare UK documents. A corporate shareholder will usually need evidence of its existence and of who can sign. These may need notarisation, an apostille and an Italian translation.
- Grant a power of attorney if needed. This lets a representative sign in Italy so you do not have to travel.
- Give the notary beneficial ownership details. The notary carries out identity and ownership checks before acting.
- Sign the deed. The deed of incorporation is executed before an Italian notary and filed with the Register of Enterprises.
- Fund the company. Capital is commonly sent to the notary’s escrow account, then released to the company’s Italian bank account once it opens.
- Complete the registrations. These include the VAT number, a certified email address (PEC) and notification of the start of business.
Tax and VAT Points for UK Owners
An Italian company is taxed in Italy on its own income. The standard rates are 24% corporate income tax (IRES) and 3.9% regional production tax (IRAP), although IRAP is calculated on a different base.
The 1988 UK-Italy Double Taxation Convention remains central for UK groups. It caps Italian tax on dividends at 5% where the recipient company controls at least 10% of the voting power, and at 15% in other cases, subject to its conditions.
The convention also defines a permanent establishment as a fixed place of business through which an enterprise carries on its business. A UK company with an office, a branch or a long-running building site in Italy could therefore become taxable there even without an S.r.l.
VAT needs separate attention if the UK company trades directly in Italy instead. Since 2021, UK businesses have been able to register without appointing a fiscal representative. Non-EU businesses that do use a VAT representative and want to join the VIES database may face a €50,000 guarantee, so check the current position before choosing that route.
After Incorporation: Staying Compliant
Incorporation is the start of the compliance cycle, not the end. These are the points that UK owners most often need to diarise.
- Director PEC. A sole director or managing director needs a personal certified email address. Since 31 October 2025, the duty has applied only to directors with management powers, or to the board chairman if there are none.
- Beneficial ownership. The company must report its beneficial owners to the Italian register.
- Digital signature. Directors need a digital signature device for certain Register of Enterprises filings.
- An S.r.l. must appoint an auditor if it exceeds, for two consecutive years, one of these thresholds: €4 million in assets, €4 million in revenues or 20 employees.
- Annual accounts. Financial statements must be prepared, approved and filed each year.
Hiring deserves early advice. Dismissals in Italy must be justified, social security runs through INPS, and employers usually apply the national collective agreement for their sector. Non-EU nationals, including British staff, generally need immigration clearance and may fall under annual quotas, although highly skilled workers can be exempt.
Common Mistakes to Avoid
- Assuming pre-Brexit rules still apply. UK investors are now outside the EU, and that affects reciprocity, VAT and immigration.
- Choosing a structure on cost alone. A representative office is cheap, but it cannot sell.
- Leaving UK paperwork too late. Apostilles, translations and powers of attorney can delay signing.
- Ignoring sector rules. Regulated activities may need Italian licences, and strategic sectors can fall under Italy’s golden power regime.
Final Thoughts
Setting up a company in Italy from the UK is a well-trodden path when the structure, documents and tax position are settled before signing. Getting those decisions right early is usually cheaper than restructuring later.
If you are planning a move into the Italian market, specialist support with company formation in Italy can help you choose the right vehicle and manage the process end to end. Iacovazzi Global Business Lawyers supports UK-based businesses and investors through its London desk, coordinating with its legal team in Italy.
