Open a representative office in Italy can be helpful for many reasons.
Not always to carry out an activity in Italy, is required for the foreign company to open a branch with all the onerous obligations.
Representative Office vs Branch, main differences.
The representative office is ideal when the foreign company does not need a stable representative in Italy.
Often, the representative office has the purpose of managing the first approach to the Italian market through the search for potential customers, marketing campaigns, or fulfilling some requests from government bodies (AGCOM, Ministry of Labor).
The representative office can be a shop, a warehouse or an administrative office under the direct control of the foreign company, but without the need for a permanent representative of the company in Italy.
The substantial difference between the representative office and the branch lies precisely in establishing a stable company representative in Italy.
Therefore, the branch needs a permanent establishment and appoint one or more representatives permanently assigned to the management of the Italian unit.
On the other hand, the representative office does not need to permanently appoint staff who represent the company.
The foreign company may decide to open an office that deals with particular and time-limited obligations, such as executing a contract.
This office will depend directly on the foreign parent company and not have decision-making or management autonomy, unlike the permanent establishment.
Requirements for opening a representative office in Italy.
As we have said, to open a representative office in Italy, no particular formalities are required, such as, for instance, the mandatory presence of a notary.
The competent body of the foreign company must:
1) Decide on the choice to open a representative office in Italy;
2) Indicate the address in Italy of the headquarters;
3) Obtain an Italian personal tax code (Codice Fiscale) for the company director;
4) Obtain an Italian tax code for the foreign company;
5) Communicate the opening to the Chamber of Commerce (REA) under the jurisdiction of the chosen place.
The board resolution of the foreign company must be attached to the communication of the representative office opening and therefore must be authenticated, apostilled and translated in the country of origin.
Some countries such as France, Ireland, Austria and Germany do not require an apostille, and therefore the authentication of the notary will be sufficient.
When registering with the REA, it is also necessary to present a certificate of Good Standing of the company to verify the director’s powers and that the foreign company is not in bankruptcy.
Ancillary activities to the representative office.
Sometimes based on the particular activities that the foreign company must carry out in Italy, it may be necessary to carry out some ancillary activities such as:
- Obtaining the National Services Card (CNS) that are useful for accessing many digital services of the public administration dedicated to businesses.
- Opening a certified email (PEC) in order to send official communications with proof or reception;
- Apply for electronic signature and SPID helpful to formally sign documents on line or have access to many government’s websites.