The short answer
The most common form is the S.r.l. (Italian limited liability company), incorporated by notarial deed and entered in the Business Register; alternatively, the Chinese company can open an Italian branch or a representative office with no commercial activity. Shareholders and directors need an Italian tax code (codice fiscale), and the company needs a registered office in Italy, a certified email (PEC) address and a VAT number. China joined the Apostille Convention in November 2023, which simplifies the legalisation of corporate documents.
Who this guide is for
Chinese companies that want a permanent presence in Italy to sell, distribute, manufacture or bid in public tenders, and investors looking to acquire Italian businesses.
The options available
An S.r.l. can be incorporated with minimum share capital of €1, although in practice a larger amount is contributed to build credibility with banks and customers; an S.p.A. (joint-stock company) requires at least €50,000. A branch (sede secondaria) has no separate legal personality: the Chinese company is directly liable. A representative office may only carry out promotional and liaison activities, not sell.
Documents and steps
You need the parent company's corporate documents (articles of association, certificate of registration, board resolution), apostilled in China and given a sworn translation into Italian, identity documents for shareholders and directors and their Italian tax codes, which can also be obtained through the consulates. Then come the deed before a notary, entry in the Business Register, assignment of the VAT number, the PEC address, opening a bank account and, if there are employees, registration with INPS (social security) and INAIL (workplace insurance).
Golden power and strategic sectors
Foreign investment in sectors such as defence, energy, transport, communications and 5G, healthcare, agri-food and finance may require prior notification to the Presidency of the Council of Ministers under the golden power rules (Decree-Law 21/2012). Assessing this at the outset avoids blocks or conditions once the deal is already under way.
Tax, staff and permits
Italian companies pay IRES (corporate income tax) at 24% and IRAP (regional tax on productive activities), generally at 3.9%, plus VAT. Staff are hired under the national collective agreement for the sector. Managers and staff transferred from China can obtain dedicated work permits outside the ordinary quotas, which need to be planned in good time.
Step by step
- 01Choose the form (S.r.l., branch, representative office) according to the planned activities
- 02Check whether the sector falls under golden power
- 03Prepare and apostille the parent company's documents in China, with a sworn translation
- 04Obtain Italian tax codes for shareholders and directors
- 05Incorporate the company before a notary and complete the Business Register entry, VAT number and PEC
- 06Open the bank account and set up accounting, staff and work permits
Mistakes to avoid
- Underestimating the time needed for tax codes, bank accounts and translations
- Opening a representative office when the goal is to sell
- Discovering golden power only after the negotiations are closed
How we help
We coordinate the whole process between Shanghai and Rome: choosing the form, documents in China, notary, accountant and bank in Italy, working with our partner professionals. We then support the new company with certifications, tenders, incentives and commercial partners.