Transferring an Italian Company

The process of buying or selling a limited company in Italy used to be incredibly complex. A new procedure was implemented by the government in 2008 to simplify this.

Buying or selling a limited company in Italy is largely based on buying or selling its shares, but the process of transferring the shares used to require all parties to be physically present in front of a notary public.

Both processes still exist, as the traditional procedure can be more relevant in some circumstances like the sale of a company worth millions. In such a case a presence in Italy with a public notary might be absolutely preferred. By and large the new procedure seems to be favourable, allowing the buyer or seller to set the price and leave the chartered accountant or secretary to complete the process. The two procedures work as such:

The Old Way:

A share transfer in Italy is made in person, on paper in front of a notary public. A fee is paid to the notary public for his services and a series of fixed and proportional taxes which is particularly unappealing to minor sales. This means that selling shares could easily cost ten times the revenue.

The New Way:

The old procedure is still valid and can be preferable for big sales. Those buying or selling a company for millions, would most probably want to represent themselves in Italy in front of a notary public.

The change of legalities in 2008 means it is now possible to manage sales through a chartered accountant or chartered secretary. You are still required to sign an agreement but this can be sent as a PDF file and emailed through to speed things up, and with the original sent separately.

The rest of the procedure occurs online and by electronic signature, with a video conference call used to close the deal.

This is proving particularly beneficial to Italian companies commonly selling to say China, India or Asia, where differences in time zone do not affect the ability to sign the document. Everything can now be managed through an accountant at a different time within 24 hours.

Taxes remain the same with both procedures but costs will be slightly lower because the expense of paying the notary public is no longer involved.

This change of Italian legislation is an attempt by the Italian Government trying to encourage more foreign investors to the country, and the streamlined effect it achieve will certainly make Italy more accessible.

For further information, please do not hesitate to contact us.

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