How to: Buy, Sell or Transfer a Company in Italy

Buy or SellBuy or sell a limited company in Italy is simple, you just need to buy or sell its shares. Right? Well, not completely.

Yes you have to transfer the shares, however the process could be a small nightmare, and requires all the parties to physically meet in front of a notary public. Good news: the procedure to buy or sell a company was so complex, that in 2008 the Government was forced to add a faster and alternative process. Not the best, but better. In this post I am going to brief them both: the traditional route and the new one.

The traditional procedure in front of a notary public.

A share transfer in Italy has to be made in person, on paper, in front of a notary public. You have to pay the notary public for his service, and a series of fixed and proportional taxes. This is annoying for any sales, and particularly unacceptable for small transfer. For instance selling shares for Eur 100 (about US$125) could cost easily ten times the revenue, more than Eur 1,000 in notary services and taxes.

The new procedure by chartered accountants and corporate secretaries

The old procedure is still valid, and it could be useful for massive sales. If you buy or sell a company for millions, you probably want to be in Italy yourself and have the comfort of a notary public.

However, from 2008 you can manage the sales also trough a chartered accountants and chartered secretaries. You still have to sign an agreement, however you can send the agreement as a PDF file. You need to ship the original agreement at one point, but the PDF trough email definitely speed up the process.

The rest of the procedure is online and through electronic signature. A video conference is often used to close the deal, but the parties could meet the accountant in different moments. I have found this feature particularly useful when the Italian owner of a company sale to Chinese, Indian and in general Asian buyer (nowadays more common than US buyers in Italy). Nobody has to wake up at 3 a.m. in the night just to sign the document in the same very moment. Everything could be managed on distance and in 24 hours.

Taxes unfortunately are the same in the old and new procedures, although the new procedure costs slightly less because the notary public is not involved.  It’s not the solution I wish, however it shows an unprecedented will of the Government to reduce the bureaucracy and make the country more welcoming to foreign investors.

The third way: cheaper and faster

From 2005 – the year I setup my own firm – I have seen more and more foreign clients using a third procedure that I find really smart. The first ones were two ladies from China.

These clients don’t incorporate the Italian company directly but trough a UK Limited Company. To use an example:

  • If Mr A and Mr B setup together the Italian limited company “X SRL”, every time they want to sell their shares they should pay a notary public (old procedure) or an accountant (new procedure) and quite some taxes (both procedures);
  • To avoid this cost, Mr A and Mr B setup together a UK limited company “X LIMITED”, and this UK company setup the Italian “X SRL”. If they need to sell shares, they can do it in England, where the process is fast and almost free.

If I was not completely clear, just add a note in the comments or contact me. I am happy to help.

And if sharing this information sounds against my interest (after all I can make money providing share transfer in Italy) re-think. The more Italy is simple and cost effective, the more foreigners invest in Italy, the more lawyers and other professionals will find a job. This is what we want, don’t you think?

Image source: backpocketcoo.com

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2013-07-18T16:13:22+00:00 By |How-to Italy|14 Comments

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14 Comments

  1. Jan Westerburger 21 February 2013 at 12:05 pm - Reply

    Hello Stefano,

    Can oyu tell me wat I must do and is there also other paymend.
    I want to buy wine in Italy and sell it in The Netherlands. I want to buy from internet online and let it transport to the Netherlands.
    Wat can and must I do to make this happend.
    I’m registrated in the Chamber of Commerce in the Netherlands wat must I do in Italy. ?
    I hope you can help me with this.

    with reggards

    Jan Westerburger

    • Stefano L Tresca 22 February 2013 at 10:30 am - Reply

      Hi Jan. Italy and The Netherlands are both member State of the European Union, thus there are no special requirement to buy in one country and sell to the others. You need a company of course, or at least a personal VAT number (sole trader). If you decide to start that company in Italy, you can find more information on this website. All the best for your venture.

  2. Roman 24 May 2013 at 11:30 am - Reply

    Hi Stefano,

    I am interested to buy an aged shelf company in Italy.
    Or a closing company, preferred activity – design and consulting.

    Can you help me?

    Regards,
    Roman

    roman.goronok@me.com

    • Stefano L Tresca 27 May 2013 at 7:43 pm - Reply

      Hi Roman. If you want to buy a “real” company, yes I can help. This is one of my most common job. If you want to buy a shelf company (nominee directors, etc.) I am sorry I don’t provide this service. I ll live your email in the post. Maybe someone else do.

  3. Bilar 15 June 2013 at 6:54 pm - Reply

    Dear Sir ,
    I would like buy A small rent a car company cam you help ?
    Thank you

    • Stefano L Tresca 5 July 2013 at 5:22 pm - Reply

      I would NOT advise to use a lawyer for that. We can be damn expensive …

  4. Fors 22 July 2013 at 12:50 am - Reply

    Hello Stefano,

    Is it possible to transfer/change 2 partners from a SAS company? taking in considerations all abroad not in Italy? (partners and buyers)

    SAS registered in 1995 🙂

    Please advice ..

    Thanks.

    • Stefano L Tresca 28 July 2013 at 9:01 pm - Reply

      Hello Fors, in general you can always change the partner of a SAS. In your specific case, if the company works since 1995, it should have an accountant. Don’t be greedy and don’t try to get a free answer from a website. Ask the poor accountant to manage the change 🙂

  5. BILL WONG 19 November 2013 at 11:05 am - Reply

    BILL WONG

    HKRTP LIMITED

    MHL4050, RM 1007, 10/F., HO KING COMM. CTR., NO.2-16 FA YUEN ST., MONGKOK, HONG KONG

    TEL : 00852-2687 5558 FAX : 00852-2687 5563

    OUR REF : HL4050

    DATE : 18 NOV 2013

    Dear Sir,

    RE : Italy Formation Co-operator

    We, HKRTP LIMITED is a member of LA group which is the largest professional firm in the world to provide the professional services related to Nevada and all over the world , including but not limited to , company incorporation , secretary service , trademark registration , patent registration in the world and PCT registration , accounting services ,company management ,etc , more than 100 big professional firms in different famous cities in the world.

    Now, our client would like to setup a SRL in Italy. Should you provide this service? What is the procedure for company incorporation in Italy?

    Please give us the quotation.

    Should you have any recommend to us?

    We are looking forward to hearing from you soon.

    Any missing question, please send an e-mail to la03@netvigator.com or phone to 00852-90452195 to our Mr Wong.

    Thanks

    • Michele Spadaro 25 November 2013 at 8:01 am - Reply

      Dear Sir,

      You will receive an answer as soon as possible.
      best regards

      michele spadaro

  6. Sam Hilt 16 January 2015 at 10:53 pm - Reply

    Dear Stefano,

    We set up an SRL in Italy a few years ago. We never used it, but it has filed all F24s, etc. We would like to close it or sell it for a token fee. What’s the easiest and least expensive way to proceed?

    Thanks for your advice.

    -Sam

    • Michele Spadaro 17 January 2015 at 5:52 am - Reply

      Hi Sam

      you can appoint a professional or a company that deals with this kind of operations, for searching anybody interested to buy your company.
      Michele

      • Sam Hilt 17 January 2015 at 8:55 pm - Reply

        Thanks Michele. Do you know of any companies or professionals who can do this kind of a search for a fee?

        Regards,

        -Sam

        • Michele Spadaro 23 January 2015 at 10:51 am - Reply

          Of course.
          If you authorize me, I can ask.
          Rgs
          Michele

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