Investing in Italy

A Q&A guide to investing in Italy.

This Q&A gives an overview of the key factors affecting inward investment, including information on the jurisdiction's legal system; key laws and regulatory authorities; investment restrictions; and details of international treaties, customs and monetary unions. The guide also provides information on investor individuals; visa permits; restrictions on foreign ownership; transfer pricing and thin capitalisation rules; imports and import duties; safety regulations and standards for commercial goods and services; structuring and tax incentives; investment guarantees; recent developments and proposals for reform.

To compare answers across multiple jurisdictions, visit the Investing in... Country Q&A tool.

This Q&A is part of the Investing in Global Guide. For a full list of contents, please visit www.practicallaw.com/investingin-guide.

Contents
1. How does your jurisdiction compare internationally as a destination for inward investment?

Italy is the third largest economy in the EU and the ninth biggest worldwide. Its economic structure relies mainly on services (wholesale, retail sales and transportation) and manufacturing. Italy is renowned for its high quality goods such as machinery, vehicles, textiles, industrial design, food and furniture and is among the ten largest exporting countries in the world.

Italy is perceived worldwide as a country that offers a favourable business environment. Some of the elements that still make Italy a desirable destination for long-term profitable investment include the:

  • Great capacity for adaptation offered by small and medium-sized enterprise groupings.

  • Qualified work force.

  • Renowned Italian entrepreneurial creativity and innovation.

Following the worldwide economic crisis, the Italian Government undertook thorough reforms to create more favourable conditions to foreign investments throughout their investment life cycle, by providing both a:

  • Framework of legal and fiscal certainty.

  • Reliable time frame for the necessary permits.

In 2012, Italy commenced the implementation of the Stability Programme 2012-2015. It has since been implementing numerous structural reforms to encourage competition and long-term market growth. The government has also recently taken actions to reduce tax pressure. An example of this is the reduction of the tax burden on labour and corporate income, which will apply from 2017.

As the mergers and acquisitions (M&A), private equity and real estate market trends have shown over the last few years, the current Italian economic climate clearly offers additional opportunities to foreign investors that are both competitive and appealing, for example:

  • Famous "Made in Italy" brands have consistently attracted foreign investment, especially in the fashion, design and agrifood industries.

  • The commercial and residential real estate market has shown a significant improvement (more than 50%) in the number of deals over the past two years, due to the substantial decrease in prices.

In 2014, the Italian economy and its attractiveness to foreign investments showed a positive trend that was confirmed in 2015 when overall foreign investment amounted to US$74 billion and Italy became one of the 20 most attractive countries to invest in (UNCTAD Statistics World Investment Report, 2015).

In particular, 2015 has been a profitable year due to the EXPO 2015, which took place in Milan. This event has been an amazing showcase for Italy and a great opportunity due to the numerous foreign investors visiting the country. According to the latest data, EXPO 2015 yielded a return of more than US$1 billion of foreign direct investments.

 
2. What types of companies are attracting foreign investment into your jurisdiction and what are the most active sectors?

Most inbound investments in Italy during 2014 and early 2015 were the result of M&A operations. With the increased stability brought by the latest legal and economic reforms, Italy's M&A attractiveness has increased.

Inbound investments account for over half (more than 55%) of the total value of transactions carried out in Italy in 2015. 179 operations were completed for a value of EUR26 billion. The total worth of incoming investments has significantly increased from EUR51.3 billion in 2014 to EUR74.4 billion in 2015. The majority of these investments (58%, amounting to EUR43.5 billion) consisted of minority acquisitions, which is a sign that foreign investments carried out over the last year were not simply aimed at acquiring know-how. The most important transactions in 2015 include the:

  • Acquisition of Pirelli PECI.MI (the world's fifth largest manufacturer of tyres) by China National Chemical Corporation (Chem China) through its wholly owned subsidiary China National Tire & Rubber Co. (CNRC) signed with Camfin SpA (CF).

  • Increase of French media group Vivendi's stake building in Telecom Italia with the purchase of 20% of its capital for EUR3 billion.

  • Acquisition of Sorin SpA by US company Cyberonics.

  • Acquisition of 85.29% in ICBPI by a pool of investors including Bain, Advent and Clessidra, for EUR1.8 billion.

In general, the most attractive sectors for foreign investments are:

  • Technology.

  • Mechanics.

  • Fashion and luxury.

  • Agricultural products.

Italy is known for its high quality standards of production. Therefore, foreign investors are generally attracted to the uniqueness of the "Made in Italy" production. In the automobile sector, Italy distinguishes itself in design, technology and skills, with state-of-the-art research centres. Tourism also accounts for a substantial portion of the Italian economy (worth EUR70 billion per annum).

Finally, the real estate sector has shown an increase in the number of dealings, for example:

  • Major investors from emerging market countries (for example, Russia and China) are interested in acquiring residential properties.

  • According to data from the Bank of China, 60% of Chinese investors are dealing in the Italian real estate market.

 
3. What will be the main factors affecting the market and how do you expect the market to develop?

Italy's main strengths are its well-developed enterprise groups, corporate activity spread among many firms, and high firm-level innovation. However, potential is not fully realised due to weak competition, government regulations and bureaucratic practice.

Since 2011, Italy's governments have taken far-reaching measures to restore confidence, stabilise the fiscal situation and correct any structural weaknesses. In particular, the following measures have focused on fiscal consolidation, social fairness and economic growth:

  • European Stability Programme (Council Recommendation on the National Reform Programme 2012 of Italy).

  • National Reform Programme.

Policymakers and the business community agree that growth must come from boosting total-factor productivity. To boost total-factor productivity, the following actions are required:

  • Increasing efficiency, productivity and competitiveness by allowing more competition in the product and services markets.

  • Supporting small and medium-sized firms to invest more in innovation.

  • Further liberalising the economy.

  • Reforming the labour market to ensure a great degree of flexibility.

  • Simplifying the fiscal system.

  • Efficient administration.

Italy has already seen signs of recovery. Economic activity expanded slightly in 2015 and is set to increase in 2016 and 2017. Projections up to 2020 appear to be optimistic, providing that economic growth will gradually increase in terms of gross national product and number of business deals. This is due to both the current stability and new economic environment built by the legal reforms currently under implementation.

 

Legal system

4. Please briefly outline the government and legal system.

Italy is a democratic, parliamentary republic and is based on the Constitution, which was approved by the Constituent Assembly on 22 December 1947.

The safeguarding of the Constitution is entrusted to the Constitutional Court, which:

  • Assesses the constitutional legitimacy of state and regional laws.

  • Decides on conflicts of powers and jurisdiction between the state and the regions, or between different regions.

Under Article 3 of the Constitution, all citizens have equal social dignity and are equal under the law, without discrimination on the grounds of sex, race, language, religion, political opinions, or personal or social status.

Sovereignty belongs to the people. Sovereignty is exercised in accordance with the Constitution, which sets out the principles of a democratic system through the separation of powers, as follows:

  • Executive power, exerted by the government.

  • Legislative power, exercised by Parliament.

  • Judicial power, exercised by the Judiciary.

The Italian Parliament consists of two chambers:

  • Chamber of Deputies (630 deputies).

  • Senate of the Republic (315 elected senators, plus a variable number of life members currently numbering ten). A significant reform of the Senate of the Republic is currently being discussed, which should be approved by the Italian Parliament in May 2016 and may then be submitted to public voting in the fall of 2016.

The President of the Republic, who has representative powers, is elected by the Parliament. The term of presidency is seven years.

The government is composed of the Prime Minister and the Ministers. The Prime Minister is appointed by the President of the Republic, who also appoints the Ministers. To become effective, the government must obtain a majority vote of confidence by both Chambers of Parliament.

Italy operates under a civil law system. The legal system is organised into the following jurisdictional functions:

  • Ordinary, attributed to ordinary courts (special court sections are now reserved for business litigations (Tribunale per le Imprese), which have special jurisdiction on both corporate and IP matters).

  • Administrative, attributed to Regional Administrative Courts (Tribunali Amministrativi Regionali) and the Council of State (Consiglio di Stato).

  • Financial, attributed to the Court of Auditors (Corte dei Conti) in the area of state accounting.

  • Tax, attributed to the Regional Tax Commission and Provincial Tax Commission.

The judiciary is autonomous and fully independent from the power of the other branches of government.

The Italian Republic is organised into regions, provinces, municipalities, and metropolitan areas. Italy has 20 regions, five of which are ruled by special statute (Valle d'Aosta, Trentino-Alto Adige, Friuli-Venezia Giulia, Sicily, and Sardinia).

 
5. What are the key laws and regulatory authorities governing foreign investment in your jurisdiction?

Foreign investments are not regulated by a specific law and foreign investors can fully rely on the same provisions applicable to national investors, subject to conditions of treatment reciprocity (that is, where the same treatment is equally applied to Italian investors in the country of the concerned foreign investor).

The existence of conditions of reciprocity is not a concern for:

  • Investors who are nationals of the EU or European Economic Area (EEA) member states.

  • Nationals of countries with which Italy has entered into bilateral treaties for the protection of mutual investments.

Companies and other entities set up in Italy by foreign investors are governed by the Civil Code and by other special acts dealing with company-related matters (for example, banking, insurance and financial matters).

Foreign investors can freely choose from the various types of business entities provided for under Italian law according to their specific needs in relation to the kind of activity they intend to carry on in Italy.

Under EU and national anti-trust laws, local authorities can review mergers and acquisitions over a certain financial threshold. In addition, the government can block mergers involving foreign enterprises if either:

  • These do not meet conditions of treatment reciprocity.

  • The government considers it essential to the national economy.

Regardless of the method used to start up a business in Italy, foreign investors are supported by a legislative and regulatory framework that is recognised as one of the most advanced and dynamic in Europe. This framework is mostly based on the following:

  • Corporate law, as set out in the Italian Civil Code.

  • EU and Italian Anti-Trust laws (Law 287/1990).

  • Consolidated Text on Financial Intermediation (Testo Unico in materia di intermediazione finanziaria) (TUIF) (Legislative Decree 58/1998), which includes specific provisions for publicly listed companies.

  • Law on personal information treatment and protection (Legislative Decree 196/2003).

  • Law on corporate persons' liability (Legislative Decree 231/2001).

  • Environmental legislation, including the Environmental Code (Legislative Decree 152/2006).

  • Law on workplace safety and hygiene (Legislative Decree 81/2008).

The relevant national authorities for foreign national investors are the Chambers of Commerce, Cadastre, and banks.

See box, Main investment organisations.

 
6. What international treaty organisations and/or economic, customs or monetary unions or free-trade areas is your jurisdiction a member of?

Italy is member of the following international organisations:

  • World Trade Organization (WTO).

  • General Agreement on Tariffs and Trade 1994 (GATT 1994).

  • European Economic Area (EEA).

  • EU.

Italy complies with all European tariff regimes established within WTO agreements.

Since the signing of the Maastricht Treaty, Italy has enjoyed the benefits of the EU single market, whereby all EU member states can trade goods and services within the EU free of any customs charges or restrictions (with some exception regarding particular goods and needs).

Italy has been a member of the Eurozone since 2002, and the Euro is the only currency with legal tender within the Italian territory.

 
7. What other international agreements apply to foreign investment?

Italy is a party to many bilateral agreements on the promotion and protection of investments. These generally provide for a set of provisions aimed at:

  • Encouraging and safeguarding foreign inbound and outbound investments.

  • Establishing principles of fair and equal treatment.

  • Protecting against expropriation.

  • The free transfer of production means.

Parties to these bilateral agreements also commit to not adopt unreasonable or discriminatory measures that may adversely affect the management, maintenance, enjoyment, transformation, termination and liquidation of any investments made in their territory by investors from the other contracting party.

Additionally, Italy applies the "most favoured nation principle" (that is, where the most beneficial regime applies) to all bilateral treaties. To date, Italy has signed bilateral investment agreements with more than 100 different countries (including China, India, the United Arab Emirates and Saudi Arabia).

Italy is also a party to many tax agreements, in order to mitigate the effects of double taxation. To date, Italy has signed 92 double tax agreements.

 

Investor individuals

8. Are there any visas, permits or other requirements for foreign individuals entering your jurisdiction for business purposes?

Foreign individuals intending to enter Italy for business purposes are usually required to obtain an entry visa, depending on the country of origin and the intended length of stay (save for some exceptions, see Question 9).

Citizens of EU member states are not required to obtain a prior visa or special permits to enter, stay and carry on business activities or simply work in Italy.

The two main visas available under Italian law for non-EU nationals intending to enter Italy for business purposes are the:

  • Schengen Short-Term Business Visa.

  • National Long-Term Business Visa (also known as the Self-Employment Visa).

Short and long-term business visa applications must be filed with the embassy/consulate abroad. The specific fees are available on the relevant Italian embassy/consulate websites.

Schengen Short-Term Business Visa

This visa grants foreign nationals the right to enter and stay in Italy for business purposes and to travel within the Schengen area for a maximum period of 90 days in any six-month period.

The applicant must specify the business purposes of the trip and submit evidence of the accommodation arrangements. The applicant must also have sufficient means of support during the intended period of stay in Italy, as well as medical insurance valid in the countries of the Schengen area, covering medical expenses, hospitalisation and repatriation costs for an insured amount of at least EUR30,000.

The fee is currently EUR60 per application (children under six years of age are exempt).

Short-Term Business Visa applications are normally processed within 15 calendar days from the date of filing. However, the term can be extended for up to 60 calendar days if an in-depth scrutiny of the application is required at the relevant embassy's/consulate's discretion.

National Long-Term Business Visa

These visas are available for investors interested in carrying on industrial, professional or commercial activity in Italy, or investors who intend to set up a corporation and/or hold a corporate office in an Italian company, and live in Italy for more than 90 days in any six-month period. These visas are subject to yearly quotas set every year by a specific government decree (Decreto Flussi). 2,400 Long-term Business Visas were allocated for 2016.

To obtain a Long-Term Business Visa, the applicant must:

  • Have adequate economic resources to carry out the business in Italy (guidelines on economic resources required in connection with specific business activities are provided by the local Chambers of Commerce).

  • Obtain clearance in the form of a No-Impediment Certificate (Nulla-Osta) from the Police headquarters of the place where the foreign investor's business activity is to be carried on.

  • Meet the requirements of the applicable laws and regulations and/or have the necessary authorisations/permits to carry on specific employment activities (for example, in relation to working as school teachers, lawyers, accountants, engineers and so on).

  • Have an annual income exceeding the threshold below which one is exempted from any healthcare costs and expenses (currently EUR8,500 per year).

  • Have a dwelling place in Italy (for example, real estate ownership title, lease agreement or a hosting invitation letter).

The No-Impediment Certificate can be requested by proxy, subject to the payment of a fee of about EUR50.

The processing time for a Long-Term Business Visa is about 120 days from the date of application filing. Once the visa is obtained, it must be used within 180 calendar days.

Long-Term Business Visa fees currently amount to EUR116.00 per applicant (children under six years of age are exempt).

On entry into Italy, a Long-Term Business Visa holder must also obtain a Permit of Stay by filing a specific petition with the local Police headquarters (mandatorily within eight days from the date of entry in Italy). The processing time of a Permit of Stay is about two months. The Permit of Stay is issued for one or two years and can be renewed if the foreign investor both:

  • Submits evidence that all the requirements for the relevant Long-Term Visa are still satisfied at the time the request for renewal is filed.

  • Has not spent a continuous period longer than half the original term of validity of the Permit of Stay out of Italy (residency requirements).

The filing fees for a Permit of Stay currently range from a minimum of EUR150 to a maximum of EUR300, depending on the length of stay.

 
9. Are there any visa waivers or fast-track procedures available for foreign individuals entering your jurisdiction as investors?

Italian immigration law currently provides a visa waiver programme for about 42 countries. Under this programme, foreign citizens can enter Italy without a visa for short-term stays of up to 90 days. The list of exempted countries is available on the website of the Italian Ministry of Foreign Affairs (www.esteri.it ).

Fast-track procedures for business visas under Italian law are very limited. Currently, a fast-track procedure for business visas is available to trade partners and foreign staff of companies that are members of the Italian Chamber of Commerce in China and Thailand. In December 2014, the Italian Government introduced a fast-track procedure available to foreign citizens living in Italy who intend to invest in innovative start-up companies that meet the requirements of the Labour Act of 2013, as amended by the Investment Compact Act of December 2015.

Italian immigration law provides for a specific visa known as Elective Residence Visa (ERV), which is available to high net-worth individuals interested in residing in Italy for long-term periods without engaging in any business and/or working activity.

ERVs are not subject to yearly quotas and are granted to foreign nationals who meet the following requirements:

  • They have a significant net worth (not less than EUR31,000) and a stable annual income deriving from capital investments, pension plans and so on (see below). The minimum income threshold is increased by 20% for the applicant's spouse and by an additional 5% per each child.

  • They have an adequate dwelling place in Italy.

  • They have medical insurance valid in Schengen countries for at least 30 days (from the date of entry) with a minimum coverage of EUR30,000, to cover urgent hospitalisation or repatriation (ERV holders can also register with the Italian National Healthcare System by paying the minimum annual fee of EUR390).

In particular, the applicant's "net worth" can consist of any of the following:

  • Capital investments.

  • Pension plans.

  • Life annuities.

  • Lease rents.

  • Properties.

  • A stable and profitable business-economic activity carried on in the country of origin or outside of Italy.

To attract foreign investment in Italian residential real estate, some major Italian embassies (such as Beijing in China and New Delhi in India) are applying minimum income requirements to all ERV applicants who have purchased a residential property in Italy, adequate for the number of people who intend to live in it.

ERV applications are normally processed within 90 days from the date of filing. The related fees are currently EUR116 per application (children under six years of age are exempt).

In addition, once an ERV holder arrives in Italy, the person must obtain a Permit of Stay. The petition for a Permit of Stay must be filed within eight days of the ERV holder's arrival in Italy (see Question 8).

 
10. What are the circumstances under which an individual becomes liable to pay tax in your jurisdiction? Can individuals be liable for tax on foreign-source income?

An individual is regarded as resident in Italy in a fiscal year (1 January to 31 December) if, for over 182 days, he or she has been either:

  • Registered in the Resident Population Register (Anagrafe).

  • Domiciled in Italy according to the provisions of the Italian Civil Code.

  • Resident in Italy according to the provisions of the Italian Civil Code.

Registration in the Resident Population Register is a formal requirement.

An individual's domicile is the place where the individual has his or her business and/or other interests (Article 43(1), Civil Code). Both the individual's economic and business relations and personal, social and family interests are taken into account when determining domicile.

An individual's residence is the place where that individual has his or her habitual abode (dimora abituale) (Article 43(2), Civil Code). An individual is resident if he or she:

  • Permanently resides in Italy.

  • Has the clear intention of remaining there permanently.

It is sufficient to meet any of the above requirements to be regarded as tax resident in Italy. The tax authorities can perform a number of tests (such as control utilities and phone bills, real estate properties, bank accounts, club memberships, children's schools and so on) to verify whether any of the above conditions are met.

In addition, according to tax treaties conforming to the Organisation for Economic Co-operation and Development Model Tax Convention on Income and Capital, an individual cannot be treated as resident in more than one country. To lose residence status in Italy, an individual must have acquired this status in a different country.

An individual who is resident is taxed on his or her worldwide income.

Non-residents are taxable on their Italian-source income only.

 

Investment restrictions

11. Are there any restrictions on foreign ownership and investment in specific industry sectors? Do any formalities, permit or notification requirements apply?

There are a number of economic sectors which, due to the particular nature of the economic interests involved, are subject to specific access formalities and supervision by national and EU authorities (for example, banks, insurance companies and energy companies).

As a result, enterprises operating in those sectors must obtain prior authorisation and are monitored by special public agencies and institutions, for example, the:

  • Italian Central Bank (Banca d' Italia).

  • Institute for the Supervision on Private and Public Insurance Companies (Istituto per la Vigilanza sulle Assicurazioni Private) (IVASS).

Authorisation from these institutions is subject to the verification that the following requirements have been satisfied:

  • The adoption of a specific company form, namely a joint-stock company (società per azioni) .

  • Filing requirements.

  • The existence of a functionality programme, which generally consists of a:

    • start-up activity plan (describing means and objects the company aims to reach);

    • organisational chart;

    • income and costs budget plan;

    • incorporation certificate; and

    • company charter.

  • For the company representatives and managers, the requirements of honourableness and independence.

Authorised companies are registered in special registers and monitored by the supervising agencies and institutions.

In the banking sector, EU banks can freely open branches in Italy. Non-EU banks require authorisation from the Italian Central Bank.

In the insurance sector, EU companies require authorisation from the monitoring body and the IVASS. Non-EU insurance companies cannot operate in Italy.

 
12. Does the government retain and exercise control over certain industry sectors? If so how?

Previously, certain economic sectors in Italy were reserved by law for the state. However, in recent years the implementation of the EU single market has caused a gradual and wider opening of these exclusive sectors to private enterprises.

In particular, EU law has liberalised control over the following industry sectors in whole or in part:

  • Radio and television broadcast systems.

  • Fixed and mobile telephony.

  • Internal air transport and related services.

  • Railways.

  • Local public transport.

  • Electric power and natural gas.

  • Post and port services.

Therefore, at present Italy only retains control in a very limited number of industry sectors (for example, tobacco and gambling).

 
13. Are there restrictions on foreign ownership or occupation of real estate? Do any formalities, permit or notification requirements apply?

Foreign nationals can purchase building plots and real estate property in Italy (except for public or state property), just like any other Italian investor. No specific formalities, permits or notifications are required other than those applicable to the purchase of real estate by Italian nationals.

 
14. Are there any minimum capital requirements for foreign investment?

Generally, Italian law does not set quota restrictions or minimum capital requirements on the ownership of national assets or companies by foreign entities.

Foreign investors can start or acquire a business activity and purchase securities in Italy, subject to the conditions of treatment reciprocity.

Once the existence of these conditions is assessed, companies formed with foreign capital are afforded the same treatment as national companies in all respects related to their incorporation, taxation treatment, eligibility for incentives and so on.

Companies formed with foreign capital can also apply to Italian banks, credit and other institutions for medium and long-term loans in national or foreign currency. Investments can take the form of transfers of capital, as well as of contributions of assets and rights.

 
15. Are there any exchange control or currency regulations? Are there any restrictions on the remittance of profits abroad?

Exchange control/currency regulations

In principle, there are no restrictions to inbound or outbound flows of capital.

Remittance of profits abroad

The remittance of profits abroad is not subject to limitation. However, Italian regulations monitor money transfers to and from foreign countries for statistical purposes and to prevent money laundering. In this regard, there are restrictions on cash movements: anyone crossing Italian borders with cash of EUR10,000 or more must inform the Customs Agency, by filling in a specific form before crossing the border. Violations are sanctioned under Italian law by a fine proportional to the amount of cash imported into Italy beyond the cash limit threshold. In particular, the following penalties apply to cash amounts exceeding EUR10,000:

  • Penalties of up to 40% of the amount in excess of EUR10,000 (with a minimum penalty of EUR300).

  • Temporary seizure of up to 40% of the amount in excess of EUR10,000.

 

Imports

16. Are there any restrictions on the importation of commercial goods?

Since Italy is a member of the World Trade Organization and a member of the EU, most goods can be freely imported.

Imports within the EU

The EU single market liberalised trade exchanges among EU member states. Following liberalisation, the importation of goods and services between Italy and any other EU member state is no longer subject to any tax, restrictions or customs formality. The sole exception to the rules governing the single market relates to the importation of weapons, which requires specific authorisation from the national ministries concerned (for example, the Italian Ministry of Defence and Ministry of Foreign Affairs).

Imports outside the EU

For imports of goods and services from non-EU countries, the EU member states have adopted a set of common uniform rules. Under the EU importation regime:

  • Imports from countries that are members of the General Agreement on Tariffs and Trade are not subject to any quantity restriction or supervision, except when necessary to introduce exceptional or provisional measures.

  • No quantitative restrictions or supervision are required for imports of original products from countries with a non-market economy or which are passing to a market economy.

However, the free movement regime does not apply to certain categories of products, which are governed by definite systems. In particular, imports of certain agricultural products must be accompanied by an import licence. These licences allow the National Customs Authority (Agenzia delle Dogane) to:

  • Monitor trade flows.

  • Administer tariff quotas and safeguard measures.

To obtain a licence, importers must apply to the customs authority and pay a deposit (returnable on giving proof of import).

Textiles can be freely imported into Italy (except for some products from Belarus, which are subject to checks or surveillance (whereby the export licence issued in the country of origin plus the import licence issued in Italy must be shown, and the relevant documentation must be submitted before importation)). Imports of certain iron and steel products can be subject to double-checking (export licences against import licences) and quotas.

Qualified products must carry a CE mark (attesting observance of EU rules), fixed onto the product by a manufacturer or importer as a self-declaration of compliance.

In addition, the EU (and therefore Italy) has adopted a Community Customs Code (Council Regulation (EEC) No 2913/92) and agreed bilateral treaties with numerous non-EU jurisdictions. This has established fixed customs duties with these jurisdictions and simplified their collection in the related trade exchanges.

The liberalisation of foreign exchanges has lifted all former limitations regarding the terms of settlement for current transactions. Therefore, there are no restrictions in relation to pre-payments for imported goods and services.

 
17. What import duties apply to commercial goods?

Commercial goods and services from non-EU member states are subject to the Integrated Tariff of the Community (Tarif Intégré de la Communauté) (TARIC).

TARIC is designed to integrate all the various tariffs and duties that apply to specific products being imported in, or sometimes exported from, the EU customs territory. The TARIC online database can be searched via the website of the Directorate-General for Taxation and the Customs Union (see http://ec.europa.eu/taxation_customs/dds2/taric/taric_consultation.jsp?Lang=en).

The various tariffs and duties can be searched by:

  • Country of origin.

  • Harmonized System (HS) Code.

  • Product description.

The TARIC database is updated daily.

Customs value typically includes several items to be added to the price, to the extent that they are incurred by the buyer but are not included in the price, such as:

  • Commissions and brokerage.

  • The royalties and licence fees related to the goods.

  • The cost of transport and insurance.

Other items, if shown separately from the price as either "paid or payable", are not included in the customs value. These include:

  • Charges for transportation after the good have arrived in Italy.

  • Charges for the construction, erection, assembly, maintenance or technical assistance, undertaken after import (such as in relation to the industrial plant, machinery or equipment).

  • Buying commissions.

Since TARIC provides the tariff rate that is specific to each kind of imported goods, an incorrect classification will result in the application of wrong customs duties, with potential higher tax burdens, or a tax assessment by Italian Customs.

Value added tax (VAT) also applies on imported goods introduced in the Italian territory. The ordinary VAT rate is 22%. The reduced VAT rate can be either 4% or 10% depending on the goods and services (see also Question 22, VAT).

 
18. Are the safety regulations and standards applicable to commercial goods in your jurisdiction compatible with other standards that are recognised internationally?

As a member of the EU, Italy applies all EU legislation in relation to safety regulations and standards to a wide range of commercial goods and services, including:

  • Pharmaceuticals.

  • Vehicles.

  • Toys.

  • Chemicals.

  • Electrical and mechanical equipment.

  • Medical devices.

With regard to product safety, the EU introduced a rapid alert system (RAPEX) for products that pose a serious risk to consumers (although product safety for food, pharmaceuticals and medical devices are covered by other specific mechanisms).

The European Commission publishes a weekly overview of the products posing a serious risk, as reported by the Italian Ministry of Development (the RAPEX notifications). This overview gives information on the product, the identified risk and the measures that were taken in Italy.

The Market and Competition Department of the Ministry of Development is responsible for:

  • Monitoring product compliance with the necessary safety requirements.

  • Taking the necessary measures as regards hazardous products (for example, prohibiting these products from being marketed).

  • Informing the European Commission about the details of these operations.

Additionally, Italy has codified the provisions set out in EU directives on consumers' protection in the Consumer Code (Legislative Decree 206/2005), including:

  • Directive 97/7/EC on the protection of consumers in respect of distance contracts. .

  • Directive 98/6/EC on consumer protection in the indication of the prices of products offered to consumers.

  • Directive 93/13/EEC on unfair terms in consumer contracts.

The Consumer Code provides rules on best practices and standards applicable to enterprises dealing with any type of consumers within the Italian territory.

 
19. Are there any similar or equivalent restrictions on providing services into another jurisdiction?

The EU common market and the progressive liberalisation process in the last decade has led to:

  • Opening up market sectors historically reserved for the state and/or Italian nationals.

  • The elimination of restrictions on providing services.

A few restrictions still exist on certain sensitive economic sectors and specific professions such as:

  • Banking and insurance services, which must still be pre-authorised and scrutinised by national Authorities (see Question 11).

  • Regulated professions exercised by foreign professionals, which are still subject to a pre-assessment by and registration with local associations monitoring the performance of professionals. These professionals may need to prove that their degrees are equivalent to the Italian ones. The extent of the pre-assessment depends on the type of profession and the nationality of the service provider (EU/Non-EU). Regulated professions include the following:

    • legal (for example, lawyers and notaries);

    • health sector (for example, physicians, health technicians);

    • accounting;

    • engineering.

 

Structuring and tax

20. How is foreign investment into your jurisdiction typically structured? What forms of legal vehicle are attractive to foreign investors?

Group structure

Enterprises usually establish Italian limited liabilities companies, joint stock companies or Italian branches of foreign companies.

Under EU directives on the common system of taxation applicable in the case of parent companies and subsidiaries resident in EU member states, dividend, interest and royalties which flow between an Italian subsidiary and its EU parent company can benefit from the Italian withholding tax exemption. Whether an entreprise can claim the exemption depends on:

  • The recipient's:

    • beneficial owner status; and

    • legal form.

  • The taxation regime that applies to the recipient.

  • The period for which the parent company has owned the subsidiary.

  • The extent of the parent company's ownership of the Italian subsidiary.

In addition, the foreign tax authorities must certify that the recipient meets the relevant requirements.

The tax treaty network which Italy has with over 90 countries also provides for certain withholding tax exemptions or reductions.

Participation exemption rules

Capital gains resulting from the sale of participations are subject to a 95% tax exemption if all of the following apply:

  • A 12-month continuous holding period of the participation is completed before the transfer.

  • The participation is entered as a "financial asset" in the first balance sheet submitted during the ownership period.

  • The subsidiary has been carrying on an actual business activity during the three financial years preceding the year of transfer.

  • The subsidiary is not resident in a low-tax country

There are particular provisions in the case the entity was acquired or incorporated less than three years before its transfer. Capital losses on participations meeting the above requirements are not tax-deductible.

Domestic tax consolidation

Under this regime, Italian groups can choose to fully consolidate each participating company tax result (that is, taxable incomes against tax losses) for Italian corporation income tax purposes only. The consolidation must be approved by both:

  • The Italian consolidating company.

  • Each resident participating subsidiary wishing to be included in the consolidation.

Companies resident in the EU or the EEA can choose any Italian subsidiary to act as consolidating entity among the Italian sister companies.

Once the election is made, it will operate for three fiscal years following which the company can obtain further three-year extensions. The company must submit the extension request along with its relevant annual corporation income tax return.

The main advantages of tax consolidation are:

  • Losses incurred during the consolidation period can be offset against the tax profits of other participating companies.

  • The interest charges deductibility restriction is calculated on a consolidated basis (see Question 24, Thin capitalisation).

Wordwide tax consolidation

Under this regime, foreign subsidiaries can be included in tax consolidation for Italian corporation income tax purposes only. All eligible foreign subsidiaries must be included if the company chooses this regime.

A company can choose tax consolidation in respect of both its domestic and foreign subsidiaries if they are:

  • Listed on any regulated market.

  • Controlled by:

    • the state or other governmental entities; or

    • resident individuals who do not control other subsidiaries, whether resident or non-resident.

The tax results of foreign subsidiaries are consolidated based on the ownership percentage. Financial statements of foreign subsidiaries must be audited. Once the election is made, it remains in place for five fiscal years. The company must submit a preliminary application to the Italian tax authorities to verify compliance with the relevant legal requirements.

Foreign tax credit

Resident companies are subject to taxation on their worldwide income. The criteria provided for identifying domestic-source income are also applicable to foreign-source income.

A tax credit for income taxes paid on a final basis on foreign-source income is granted to avoid double taxation. Foreign income taxes eligible for tax credit are recognised:

  • On a cash basis if paid on a final basis.

  • Only if reported in the relevant income tax return.

Tax credit is granted:

  • On a country-by-country basis.

  • To the extent of the amount of domestic income taxes attributable to foreign-source income.

Excess tax credits can be carried back and forward for eight years.

 
21. What are the circumstances under which a business becomes liable to pay tax in your jurisdiction?

Companies are deemed "resident" and therefore taxable in Italy if they have their legal or administrative headquarters or main business activity in the Italian territory. Italian resident companies are subject to a worldwide taxation principle whereby, regardless of the location/jurisdiction where income is produced, if the income is legally attributable to an Italian-resident entity, the income will be taxed in Italy.

Non-resident companies are only subject to corporation income tax (IRES) and to regional tax on productive activities (IRAP) on income that was sourced in Italy.

Italian permanent establishments of foreign companies are subject to IRES and IRAP on their taxable income generated in Italy. The definition and requirements of a "permanent establishment" under Italian law are generally the same as the definition and requirements provided by the Organisation for Economic Co-operation and Development (OECD).

According to the Italian Controlled Foreign Company (CFC) rules, the income produced abroad by a business (company or other entity), resident or located in a low-tax country, directly or indirectly controlled by an Italian resident person (individual, company and so on), is attributed, by way of a "look through attribution" method, to the Italian persons proportionally to the participation they hold in the foreign business.

These rules also apply when either the:

  • Italian stockholder has a foreign subsidiary with a permanent establishment in a low-tax country.

  • Italian stockholder owns more than 20% of a foreign business (or more than 10% of a public listed company) in a low-tax country. In that case, the taxable income is determined according to specific rules.

Italian CFC rules also apply to controlled entities established in non-black-listed countries if:

  • They are subject to an effective tax rate lower than 50% of the Italian effective tax rate.

  • More than 50% of their income earned is passive income (for example, interest, dividends, royalties and services provided to related parties).

CFC rules do not apply if the Italian stockholder obtains prior clearance from the Italian Internal Revenue Service (Agenzia delle Entrate).

 
22. What are the main business tax rates?

Corporate tax

Italian corporate entities such as limited liability companies (Società a responsabilità limitata (Srl)), corporations (Società per Azioni(SpA)) and partnerships limited by shares (Società in accomandita per azioni(Sapa)), as well as Italian branches of foreign companies, are all subject to:

  • Corporate income tax (IRES). This is charged on the total net income reported in the financial statements of the company, as adjusted for specific tax rules.

  • Regional production tax (IRAP). This is levied on a regional basis, and the different regions are free to raise or lower the standard IRAP rate. Financial and extraordinary items are not relevant (specific rates and rules are provided for banks, financial institutions, and for insurance companies). Labour cost, other than that referred to open-ended agreements, is not deductible. Extraordinary items indlude non-recurrent items (that is, items not realised in the ordinary course of business such as income realised on the sale of a going concern).

The standard rates are as follows:

  • 27.5% for IRES (24% for tax periods starting on or after 1 January 2017).

  • 3.9% for IRAP.

Value added tax

Italian value added tax (VAT) (Imposta sul Valore Aggiunto) is applicable to the supply of goods and services carried out in Italy by entrepreneurs, professionals or artists and on importations carried out by anyone. Purchases made from one EU member state to another are also subject to VAT through the reverse charge mechanism.

Currently, the standard rate of VAT is 22%. However, reduced rates are available for the supply of certain listed goods and services, including a:

  • 4% rate for listed food, drinks, and agricultural products.

  • 10% rate for electric power supplies, and listed uses and listed drugs.

Some supplies of goods and services expressly listed are VAT exempt under Italian tax law (including hospital and medical care, education, insurance services, some financial services, leasing of particular immovable properties and so on). Other specifically listed transactions also fall outside the scope of VAT (for example, transfers of money and transfers of going concerns).

Input VAT on purchases of goods and services related to business activity can generally be recovered. In addition, special limitations apply for particular items (for example, company cars, mobile phone expenses, entertainment expenses and so on) and to companies performing both taxable and VAT-free transactions.

The filing deadline for VAT returns is 30 September.

Registration tax

Specific deeds and contracts must be filed with the local registration tax office and the relevant tax must be paid.

Registration tax is levied as a fixed amount or a percentage of the value of the goods and/or rights mentioned in the contract, depending on the form of the contract and the nature of the assets that form the object of the contract.

As a general rule, no proportional registration tax is due when transactions are subject to VAT.

VAT and registration tax on leases of immovable property

Leases of residential and commercial buildings (or portions of such property) are generally exempt from VAT, with no right to deduction and subject to registration tax, at a 2% or 1% rate. Different VAT rates, VAT treatments, and registration tax treatments apply depending on the:

  • Type of building (that is, whether residential, commercial and so on).

  • Supplier (that is, whether an individual, construction company, or taxable person other than the construction company).

Specific rules apply in the case of financial leases of residential and commercial buildings from a registration tax perspective.

Excise duty

The following goods are subject to excise duty:

  • Energy products (including petrol, gas oil, natural gas, coal and so on).

  • Alcohol and alcoholic drinks (including wine, beer, and ethylic alcohol).

  • Processed tobaccos (including cigars, cigarettes and so on).

  • Electric power.

The requirement to subject a product to excise duty must be verified on the basis of its "customs combined nomenclature code".

Depending on the product (see above), tax liability will arise on one of the following events:

  • The moment of importation or production (excise duties must be paid the moment they are released for consumption in Italy).

  • When goods are used for heating or as fuel.

  • When goods are released for consumption or used for one's own use.

The production, processing, and holding of goods subject to excise can benefit from a "duty suspension regime", performed through a fiscal warehouse. Fiscal warehouses must have a licence issued by the Italian Customs Authority and meet specific obligations, including the requirement to:

  • Provide a particular guarantee.

  • Keep a particular accounting system for the goods that are stored.

  • Be subject to controls performed by Italian Customs Authority.

Stamp duty

Stamp duty (Imposta di Bollo) applies to a list of deeds/documents provided for by the relevant legal provisions (for example, checks, statements of account, bills of exchange, certificates, accounting books and so on (including, in some cases, invoices)).

Depending on the type of deed, tax is due either:

  • At the moment of deed/document origination (that is, the moment the deed/document was signed and all formalities were carried out).

  • When the deed/document is filed with the Italian Registration Office.

Stamp duty can be for a fixed amount or an amount proportional to the value of the deed/document. Stamp duty can be paid either:

  • Ordinarily, by means of a physical stamp to be attached on the document.

  • Virtually, by electronic means (however, in this case a specific authorisation from the Italian tax authorities is required and a specific procedure must be carried out).

Stamp duty is normally alternative to VAT, unless the price is only partially subject to VAT (in the latter case, the invoice is subject to stamp duty if the total price not subject to VAT exceeds EUR77.47). For transactions falling out of the scope of VAT exceeding EUR77.47, an amount of EUR2 is due as stamp duty for each invoice issued.

Some transactions are exempt from stamp duty (for example, a supply of goods made between EU member states), while other transactions are exempt from VAT (see above, VAT).

Financial transaction tax

Financial transaction tax (FTT) applies to transactions performed from 1 March 2013 (or for derivatives, from 1 September 2013). FTT applies to transfers of ownership of:

  • Portfolio shares and other equity instruments issued by Italian companies.

  • Instruments or securities representing shares, regardless of the issuer's residence.

  • Shares, due to convertible bonds.

  • Derivative instruments whose "underlying" are securities issued by Italian companies (however, these are subject to a special tax scale, on the notional amount).

The FTT tax base is the net daily balance of transactions on the same financial instruments by the same person. The general rate is 0.20%. However, this rate is halved for transactions that are operated on regulated markets and multilateral trading systems.

Tonnage tax

Italian-resident shipping companies and non-resident shipping companies operating in Italy through a permanent establishment can qualify for, and then elect to be subject to, the Italian tonnage tax regime. This regime allows the shipping company to calculate a presumptive income (tonnage income) based on the net tonnage of the qualifying ships apportioned to the effective shipping days. The tonnage income is then subject to IRES only.

To qualify for the tonnage tax regime, the ship must meet specific requirements, for example:

  • The ship must have a net tonnage of more than 100 net tons.

  • The ship must be for the transportation of goods or passengers, or salvage, towing and other services.

  • The ship must operate in international shipping, as defined by the rules governing the Italian International Registry.

Particular provisions are provided for chartered ships, with or without crew. Since tonnage income is calculated on the basis of the ship's net tonnage, no deductions can be made from it.

 
23. What is the tax treatment in your jurisdiction of profits from an investee company remitted outside your jurisdiction by an investor?

Dividends remitted abroad by an Italian subsidiary (whether a limited liability company or a corporation) to foreign investors are generally subject to withholding tax in Italy, unless tax treaties against double taxation or EU directives allow for reduction or exemption.

Income from an Italian permanent establishment is taxed in Italy (for this income, a tax credit is usually enjoyed by the company to which the permanent establishment belongs, in the foreign country in which it is taxed).

Italy has a tax treaty network with over 90 countries.

 
24. What transfer pricing and/or thin capitalisation restrictions may apply to investments into your jurisdiction from elsewhere?

Transfer pricing

General principles. Intercompany transactions connected to the supply of goods and the provision of services are strictly monitored and scrutinised by Italian tax authorities.

The tax authorities will consider whether the transactions were undertaken at a "fair market value" (as defined in Article 9 of the Italian Tax Code and the Organisation for Economic Co-operation and Development Transfer Pricing Guidelines) and impose higher taxes and certain penalties on any transactions that do not meet the criteria.

The "arms' length" principle applies to income derived from related-party transactions (for example, transactions with non-resident corporations which directly or indirectly control, are controlled by, or are under common control of, the Italian entity). Transactions between connected parties are therefore treated for tax purposes by reference to the amount of profit that would have arisen if the same transactions had been executed by unconnected parties.

Therefore, under this principle the fair market value of the goods and services (that is, the average price or consideration paid for goods and services of the same or a similar type, at free market conditions and at the same level of commerce, at the time and place in which the goods and services were purchased or performed) becomes relevant if an increase in taxable income derives from it.

Reductions in taxable income are only allowed on the basis of mutual agreement procedures envisaged by Convention 90/436/EEC on the elimination of double taxation in connection with transfer pricing.

Penalty protection. Specific provisions enable taxpayers to obtain protection from transfer pricing penalties. To do so, the taxpayers must provide the following:

  • Local master file outlining the structure and activities of the group (that is, the local Italian holding company and its foreign subsidiaries) and transfer pricing policies the group has adopted.

  • Local country file outlining:

    • the structure, strategies, activities, transfer pricing policies of the subsidiary;

    • a comparability analysis of the subsidiary; and

    • any intercompany transactions between the subsidiary and the foreign parent or any group companies.

The taxpayer must inform the authorities about the existence of the above documentation by checking a specific box in the annual tax return to avoid penalties during tax inspection.

Both the master file and country file documentation must follow a specific mandatory structure (that is, chapters, paragraphs, sub-paragraphs) and must be in Italian. Preparing a local master file and a local country file is not compulsory.

Thin capitalisation

Interest deductibility was previously subject to:

  • Thin capitalisation restrictions on loans granted or guaranteed by related parties.

  • Pro rata restrictions on any loan which can be referred to interest in shareholdings.

In 2008, Financial Law (Legge Finanziaria) replaced the old regime and limited the deductibility of interest charges (net of interest income and including those under lease agreements) to a maximum of 30% of the adjusted gross operating margin (GOM).

GOM is defined as the difference between the sales and the cost of sales, adjusted by the:

  • Provision for depreciation and amortisation.

  • Amount of lease rentals on fixed assets.

In the case of tax consolidation, the 30% will be calculated on the consolidated GOM. The company must clearly reflect the amount in its financial statement.

Both disallowed interest expenses and unused GOM can be carried forward as follows:

  • Excess interest expenses that cannot be deducted in the current period as a result of the application of the 30% rule can be carried forward indefinitely for deduction in future periods, subject to the same 30% rule for each subsequent period.

  • The balance of any unused GOM (that is, the amount by which the 30% of GOM exceeds the net interest expense) can be carried forward indefinitely to add to the GOM of subsequent periods.

 

Incentives

25. What tax incentive or other schemes exist to encourage foreign investment?

Grants and tax incentives are available to both:

  • Domestic enterprises and/or investors.

  • Foreign enterprises and/or investors that have a permanent establishment in Italy and intend to establish and develop a business project in Italy.

These incentives are mainly intended to stimulate investment by encouraging entrepreneurs and investors to start their businesses in specific locations (to encourage regeneration and local economic growth, such as in the Southern Italy regions and certain deprived areas in Northern Italy, as well as within specific business sectors).

To qualify for these grants and tax incentives, the enterprise or investor must satisfy certain requirements, which are set out below.

Notional interest deduction (ACE)

ACE is a provision aimed at encouraging the capitalisation of Italian companies.

ACE consists of a corporate income tax (IRES) adjusted downward and determined as the notional yield attributable to increases in the net equity which occurred after 31 December 2010.

Net equity increases can be achieved by means of:

  • Cash contributions from shareholders.

  • Waiver of financial receivables.

  • Appropriation of retained earnings.

The notional yield attributable to net equity increases is determined by the Ministry of Finance each year and is currently 4.5% for 2015 and 4.75% for 2016.

Incentives for particular territories

To promote investment in certain Italian territories, it is possible to draft development agreements, which usually involve companies and public administration for a particular business. The development agreement requires a minimum investment of between EUR7.5 million and EUR20 million in industry, tourism or environmental protection, within certain regions of Southern Italy, in the fields of industrial research, experimental development, development of infrastructure.

The incentives can take different forms, namely:

  • Capital grants (for example, grants concerning assets).

  • Operating grants (for example, a contribution to expenses).

  • Subsidised loans.

  • Interest rate subsidies.

  • Any combination of the above.

Incentives for particular sectors

Special incentives are also available to companies which intend to work in the field of digital economy and/or value the results of digital research. These incentives cover:

  • The initial investment necessary for establishing the business.

  • Management costs during the first years of activity.

These incentives are available to entrepreneurs who intend to start a new business and who meet the outlined requirements, as well as to newly established enterprises which have been operating for less than six months.

Different tax credits are provided to companies which increase the number of their employees and invest in other specific sectors.

Incentives for particular businesses

Film productions and distributions. A tax credit may be granted for film productions and distributions. All categories of films must pass a cultural test to meet the EU requirement for state aid. For Italian film productions (that is, where the film is qualified as an Italian production by the Ministry of Culture, under any co-production treaty or EU Convention), Italian producers can claim a tax credit equal to 15% of eligible costs, on condition, however, that at least 12% of eligible costs are spent in Italy. This tax credit is subject to a limit of EUR3.5 million per each year of the film's production.

Funds for venture capital (FVC). Income from capital arising from participation in a FVC is not subject to income tax, if the relevant conditions are met. The benefit only applies to fund management and is directly recognised in the hands of fund unit holders.

The FVC must invest at least 75% of capital raised in non-listed companies in their start-up phase, and meet the following requirements (among others):

  • The FVC must not be listed on a regulated market.

  • The FVC must have its registered office in Italy.

  • The FVC's quotas or shares must be held (mainly and directly) by individuals.

  • The FVC must be subject to corporate income tax or similar taxes under local law, with no total or partial exemption.

  • The FVC must have been engaged in business for no more than 36 months.

  • The FVC's turnover must not exceed EUR50 million, resulting from the latest financial statements approved prior to investment by the FVC.

  • The FVC's quota-holders must be professional investors or must declare that they are aware of risks related to the investment.

Furniture, fittings and real estate. Since 1 January 2012, tax credits have also been available for investments in furniture and fittings, and some expenses for real estate properties. In general, benefiting from these incentives is subject to the fulfilment of specific conditions by the applicant company. In addition, these benefits are subject to the actual availability of financial resources provided by the Italian state, which are generally set in the annual state budget law. Therefore, most of the above incentives have a limited threshold and are frequently based on a "click day" procedure, meaning that credits can only be granted by applying a ranking based on a "book-out" procedure.

Renewable energy. The Decree of the Minister of the Economic Development of 6 July 2012 introduced a feed-in scheme for electric power generated by renewable sources other than photovoltaic plants. This includes wind, ocean thermal energy, hydroelectric energy and biomasses energy. The scheme will be in force until 2020. However, a new decree has been announced by the Italian Government and should be published soon. The Decree sets a limit of EUR5.8 billion in public funds which can be used to support the development of renewable plants.

The Decree establishes alternative ways to gain access to the incentives for projects which have started after 1 January 2013. There are three basic procedures:

  • Registration in the register of qualified plants. The operator of a new plant with a capacity of 5MW or lower must apply to GSE (Gestore Servizi Energetici) to request that the plant be registered in the Register of Qualified Plants. The operator must do this within a deadline and according to the requirements and procedures established in the Decree GSE publishes the call for registration 30 days before the biginning of the 60-day term to apply for registration. The GSE will admit plants to the Register according to a "first come, first served" basis.

  • Participation in a Dutch auction (lowest bid auction) . The operator of a new plant with a capacity exceeding 5MW must apply to GSE to participate in a Dutch auction in accordance with the requirements and procedural rules in the Decree. GSE will rank the accepted applications according to the applicant's best offer.

  • Direct access. This option is available only for very small plants. The Degree sets out the timing for submitting and the requirements for obtaining direct access to incentives. As long as the the public spending limit has not been reached, direct access plants will be eligible for the incentive.

 

Investment guarantees

26. What legal guarantees exist against expropriation and/or provide for appropriate compensation? What is your government's track record in this regard?

Foreign nationals are treated the same as national investors, subject to the conditions of treatment reciprocity, including in connection with private property protection and expropriation by national authorities.

In Italy, private property is considered as a fundamental right by the Constitution and can only be expropriated for "public purposes", expressly set out by specific laws and subject to compensation. Bilateral agreements on the promotion and protection of investments tend to mitigate the possibility and consequences of expropriation of foreign investments, granting investors a set of instruments that are intended to avoid any kind of discrimination or economic loss in the case of expropriation for public purposes.

Foreign investors can oppose expropriation before administrative tribunals.

 
27. Are there any issues in relation to the enforcement of intellectual property rights?

Foreign companies investing in the Italian market can rely on the same legal protection of IP rights (IPRs) that is granted to Italian companies. The protection covers all key areas (patents, trade marks, copyright and designs) that foreign companies enjoy in their home countries.

The foundations of this legal certainty are based on Italy's membership of and respect for all the leading international agreements/treaties in relation to IPRs. In particular, Italian legislation complies with Directive 2004/48/EC on the enforcement of intellectual property rights.

To enforce IPRs, Italy complies with the procedure set out in Regulation (EC) 1383/2003 on action against counterfeit and pirated goods. This procedure enables rights holders to apply for customs action against goods suspected of infringing IPRs. The relevant national authority for submitting an application is the Customs Agency (Agenzia delle Dogane e dei Monopoli).

In December 2013, the Italian Communications Authority (AGCOM) adopted a set of long-awaited regulations designed to combat copyright piracy and improve the overall climate of IP-intensive industries in Italy (AGCOM regulations). The regulations came into force on 31 March 2014.

The AGCOM regulations apply to IPR infringement through the internet, TV and/or radio. The regulations benefit both Italian and foreign copyright holders by providing notice and take-down procedures that incorporate procedural safeguards and establish a mechanism for addressing large-scale piracy.

 
28. Are there any issues in relation to the gaining and enforcement of judgments and/or arbitral awards?

There are no issues in relation to gaining or enforcing judgments or arbitral awards for foreign investors. Civil rights are granted to all foreign nationals and these include the right to bring proceedings and be defended before Italian courts. Therefore, any foreign national can stand before a court or an arbitral commission just like an Italian citizen, without any issue on the matter.

 

Recent developments and proposals for reform

29. Have there been any significant recent or proposed legal developments affecting investors?

In compliance with the European Stability Mechanism (that is, an EU intergovernmental treaty to stabilise fluctuations in the European currency,) in 2012 the Italian Government passed a new framework agenda of reforms, which included changes affecting the public administration, fiscal certainty and labour law.

This package of legal reforms, called Destinazione Italia, was designed to attract investments in support of the Italian economy and is expected to lead to the:

  • Opening of new enterprises and production facilities.

  • Reorganisation of existing businesses.

  • Capitalisation and financial strengthening of national companies.

  • Exploitation of national assets.

  • Creation of job opportunities.

Additionally, in September 2014, a Decree named "Sblocca Italia" was adopted to update the reform agenda and continue implementing the European Stability Mechanism.

In particular, the Sblocca Italia Decree launched a "Plan for the extraordinary promotion of Made in Italy and the attraction of investments to Italy" for over EUR270 million for the period from 2015 to 2017. This includes a unique trade mark designed for agricultural and food products made in Italy, which has been introduced at Expo 2015. Expo was a remarkable opportunity for the Italian economy. It is estimated to boost the Italian GDP by about EUR23,6 billion in the period 2012-2020

On 31 December 2015, a new Stability Law came into force reflecting the goal of the Destinazione Italia package reform. The law introduces further different tax incentives and establishes a spending review strategy for the next two years.

 
30. Are there any planned or on-going treaty negotiations or political developments that could have an impact on your jurisdiction's bilateral relationships with other nations and/or other economic, customs or monetary unions, free-trade areas or markets?

To date, there are no relevant developments affecting Italy's membership of international organisations or bilateral relationships with other nations.

 

Main investment organisations

Italian Chambers of Commerce Industry Handicraft and Agriculture (Camere di Commercio)

Main activities. The Chambers of Commerce are public bodies that perform functions of general interest for the business system, focusing on development of local economies.

W www.camcom.gov.it

Invitalia

Main activities. Italian national agency for inward investments and economic development.

Its mission is to promote the country's competitiveness (particularly in the southern regions) and support growth in strategic sectors.

W www.invitalia.it

Invest in Lombardy

Main activities. Service for attracting foreign investments into the Lombardy region. The project is promoted by , the Lombardy Chambers of Commerce network and Promos (the Special Agency of the Milan Chamber of Commerce) with the support of Regione Lombardia. Invest in Lombardy is structured as a regional network that works closely with business communities and helps address their needs.

W www.investinlombardy.com



Online resources

Ministry of Foreign Affairs and International Cooperation (Ministero degli Affari Esteri e della Cooperazione Internazionale)

W www.esteri.it

Description. Provides information and assistance to foreign nationals on a wide range of items related to immigration in Italy.



Contributor profiles

Luca Tiberi, Partner

Mondini Rusconi

T +39 02 77735 1
F +39 02 77735 333
E luca.tiberi@mondinirusconi.it
W www.mondinirusconi.it

First Law International Member Firm (Chambers Global Elite Network)

Professional qualifications. Italian Bar, 1993

Areas of practice. Corporate and business law; real estate; energy law.

Non-professional qualifications. XVIII Course for the Diplomatic Career, organised by Società Italiana per le Organizzazioni Internazionali; Diplomatic Institute of the Ministry of Foreign Affairs, Rome

Recent transactions

  • Ongoing, over 15-year-long daily assistance to a worldwide leading sports apparel manufacturer and retailer in store lease and openings within factory outlets and shopping centres all over Italy, and showroom and office lease negotiations.
  • Providing ongoing counselling to same on corporate governance and commercial issues (including contract localisation, online distribution, contests and competition).
  • Regularly assisting a major electric energy and natural gas suppliers in Italy, small and medium-sized enterprises and municipalities and one key player on the Italian energy market (regulatory issues, contracts, litigation)

Languages. Italian, English, French

Publications

  • Mergers & Acquisitions in Europe Selected Issues and Jurisdictions: Italy, 2011.
  • The Mergers & Acquisitions Review, Chapter 31 - Italy, 3rd and 4th editions, 2009-2010.
  • Global Venture Capital Transactions: A Practical Approach, Italy, 2004.
  • Liability of Internet Service Providers, in CTRL, 2003.
  • Liability of Directors and Shareholders under Italian Law, in AIJA Montreal Conference Proceedings,2001.

Professional associations/memberships. Bar Association of Milan.

Giovanni Stucchi, Senior associate

Mondini Rusconi

T +39 02 77735 1
F +39 02 77735 333
E giovanni.stucchi@mondinirusconi.it
W www.mondinirusconi.it

First Law International Member Firm (Chambers Global Elite Network)

Professional qualifications. Italian Bar, 1995; LLM, International Business and Trade Law cum omnibus honoribus, Fordham University School of Law, New York, 1997; Master in Business Administration for Lawyers magna cum laude, Universidad Gabriela Mistral, Santiago, Chile, 2002

Areas of practice. Corporate and business law; labour law; energy law; investment immigration.

Recent transactions. Advising Italian and foreign clients on corporate, trade, intellectual property and investment matters in Italy and internationally.

Languages. Italian, English, Spanish

Publications

  • Mergers & Acquisitions in Europe Selected Issues and Jurisdictions: Italy, edited by Center for International Legal Studies, General Editor: Dennis Campbell, Kluwer Law International, 2011.
  • The Mergers & Acquisitions Review, Chapter 31 – Italy, 3rd and 4th editions, 2009-2010.

Attilio Picolli, Partner

Picolli, Difino & Associati

T +39 02 8901 1039
F +39 02 8901 1291
E attilio.picolli@pdctax.com
W www.pdctax.com

Professional qualifications. Member of Milan Institute of Certified Public Accountants, 2001; Member of Institute of Auditors, 2001; Member of Certified Milan Court Appraisers, 2009.

Areas of practice. Domestic and international tax.

Recent transactions

  • Assisting multinationals with their tax, accounting and company law issues by selecting the best structure for their operations, taxation of cross-border transaction.
  • Dealing with matters related to the taxation of high net-worth individuals and expatriates, tax litigation and negotiations with tax authorities, tax due diligence and tax compliance.

Non-professional qualifications. Adjunct Professor of Tax Legislation, Master Tributario of Università Cattolica del Sacro Cuore, Milan

Languages. Italian, English

Professional associations/memberships. Member, Institute of Certified Public Accountants; Institute of Auditors; International Tax Commission of Milan; Domestic Tax Commission of Milan.


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