MG Law advises international clients on company law in Italy, mergers and acquisitions, venture capital, and foreign investment. We structure Italian entities (S.r.l., S.p.A.), run legal due diligence, negotiate deal documents, and navigate FDI screening (Golden Power) so that when you invest in Italy or acquire an Italian business, the legal and regulatory position is secured before you sign.
Why Foreign Investors Need Italian Corporate Counsel
Doing a corporate deal or investing in Italy without local counsel exposes you to risks that don’t exist in common-law systems: FDI screening under the Golden Power regime, mandatory notarial steps for company formation, statutory rules of the Italian Civil Code (Codice Civile) on shareholders and directors, and warranty regimes that differ from US or UK practice. Identifying these before signing is what protects the investment
Risk list:
- Golden Power / FDI screening can suspend or block deals in strategic sectors if not cleared
- Company form matters — S.r.l. vs S.p.A. changes governance, liability and investor rights
- Legal due diligence gaps surface hidden liabilities, litigation, or tax exposure post-closing
- Warranty & indemnity regimes differ from common-law SPAs — assumptions travel badly
- Corporate taxation (IRES, IRAP) and structuring should be planned before, not after, the deal
taly screens foreign investment in strategic sectors under the Golden Power regime. A deal that ignores it can be suspended or unwound — clearance and structuring must be assessed before signing, on a case-by-case basis.
Our Corporate, M&A & Venture Capital Services
End-to-end legal support for entering, operating, acquiring and investing in Italy — one cross-border team from structuring to closing.
Corporate & Company Law
Company Law Formation and governance of Italian companies (S.r.l., S.p.A.), shareholder agreements, directors' duties and ongoing corporate compliance under the Codice Civile.
Mergers & Acquisitions
Buy-side and sell-side M&A in Italy, legal due diligence, SPA negotiation, warranties, and closing coordination
Venture Capital & Startups
VC financing rounds, term sheets, cap tables and investor protections for funds and Italian startups.
Foreign Investment & FDI (Golden Power)
Structuring inbound investment and managing Golden Power / FDI screening in strategic sectors.
Corporate Governance & Compliance
Board structures, D.Lgs. 231/2001 models, and regulatory compliance for foreign-owned entities.
Commercial Contracts
Distribution, agency, JV and supply agreements governed by Italian law, drafted for cross-border enforceability.
Investing in Italy: Who We Advise
For foreign investors, the legal route into Italy depends on the goal: acquiring an Italian company, funding a startup through venture capital, setting up a subsidiary, or taking a strategic stake. Each carries different structuring, tax, and regulatory implications. We identify the right vehicle and secure the legal position so you can pursue investment opportunities in Italy with certainty rather than assumptions.
| We advise | How we help |
|---|---|
| Foreign companies & corporates | Subsidiaries, branches, acquisitions and JVs — structured for control, tax efficiency and compliance. |
| Venture capital & private equity funds | Deal structuring, due diligence and investor protections for Italian VC and PE transactions. |
| Entrepreneurs & private investors | Company setup, shareholder arrangements and cross-border investment into Italian businesses. |
We advise in English and Italian, coordinate with your home-jurisdiction counsel and tax advisors, and manage the matter from structuring to closing — with legal and tax planning aligned from the outset.
Speak With a Corporate Lawyer in Italy
Corporate, M&A & Venture Capital in Italy — FAQ
Do I need an Italian corporate lawyer to invest or acquire a company in Italy?
For most cross-border transactions, yes. Italian company formation requires notarial steps, M&A involves due diligence and warranty regimes under the Italian Civil Code, and foreign investment in strategic sectors may trigger Golden Power / FDI screening. A corporate lawyer in Italy structures the deal and secures clearance before you commit, coordinating with your home-jurisdiction advisors.
What is the best company form for foreign investors — S.r.l. or S.p.A.?
The S.r.l. (limited liability company) is the most common vehicle for foreign investors, offering flexibility and lower capital requirements, while the S.p.A. (joint-stock company) suits larger operations and capital raising. The right choice depends on governance, investor rights, and exit plans — assessed case by case.
What is Golden Power and does it affect my investment? Golden Power
is Italy’s foreign direct investment (FDI) screening regime, allowing the government to review, condition, or block investments in strategic sectors such as defense, energy, telecoms and technology. Whether it applies to your deal must be assessed early, as clearance affects timing and feasibility.
How does M&A due diligence work in Italy?
Legal due diligence in Italy reviews corporate records, contracts, litigation, employment, IP, real estate and tax exposure of the target, feeding into the SPA and its warranties and indemnities. Because Italian warranty regimes differ from common-law practice, the drafting must be handled by Italian counsel.
Can foreign VC funds invest in Italian startups?
Yes. Foreign venture capital funds regularly invest in Italian startups, often those in the innovative-startup registry. We handle term sheets, financing rounds, cap tables, and investor protections, and structure the investment for both regulatory compliance and exit.
What taxes apply to corporate investments in Italy?
Italian companies are subject to corporate income tax (IRES) and regional tax (IRAP), with further implications for dividends, capital gains and cross-border flows. Tax structuring should be planned alongside the corporate deal — see our Italian tax services.
Can you coordinate with our existing lawyers and advisors abroad?
Yes. We regularly act as Italian counsel alongside a client’s home-jurisdiction law firm and tax advisors, handling the Italian corporate, M&A, and regulatory workstream within a wider cross-border transaction.
Disclaimer : This content is for informational purposes and does not constitute legal or tax advice. Each transaction should be assessed on a case-by-case basis.
