Area · Businesses and professionals
Corporate & commercial law
Advice for companies and entrepreneurs throughout the life of the business: from incorporation to contracts, all the way to extraordinary transactions. Documentary, out-of-court work.
What we do
From incorporation to contracts
Incorporation and governance
Choice of corporate form, bylaws, shareholder agreements, delegations and governance structures: the internal rules written clearly from the start.
Commercial contracts
Supply, distribution, agency, partnerships, framework agreements: drafting and review, with the clauses that matter flagged before signing.
Extraordinary transactions
Sales of shares and of the business, new partners coming in, reorganisations: documentary due diligence and contracts to support the deal.
Business opinions and compliance
Corporate and commercial questions examined in writing, with verified legal references: a document to decide on.
Our work is strictly out-of-court: opinions, contracts and documents. We don’t handle corporate litigation or representation in court; for those needs we refer you to qualified professionals.
Acts reserved to the notary (e.g. incorporation by public deed) remain excluded: we support you in the preparation and coordinate with the notary you choose.
- You are setting up an Italian company — often an S.r.l., the Italian limited liability company — with local or foreign partners, and you want the rules of the game in writing (who decides, how a partner exits, what happens in a deadlock) before the notary appointment.
- An Italian supplier, distributor or partner has sent you a draft contract and expects a signature soon: you want to know which clauses expose you, what Italian law reads into the silence, and what is worth renegotiating.
- A shareholder is leaving an Italian company, or a new investor is coming in: the quota transfer needs structuring, and pre-emption rights, approval clauses and existing agreements need checking first.
- You are about to buy — or sell — an Italian business, a branch of it or a shareholding, possibly from abroad: before signing you need a documentary check on contracts, permits, corporate records and liabilities.
- Your dealings with an Italian commercial partner live in e-mails and verbal understandings: you want them turned into a framework agreement, in a language both sides actually understand, before a failed order puts them to the test.
Documents ready to use, not generic guidance: contracts and shareholder agreements ready for signature, bylaws annotated clause by clause, due diligence reports with findings ranked by severity, written opinions with verified references to Italian law. Where the deal crosses borders, key documents come with an English summary or a bilingual version, so you sign knowing exactly what the Italian text says. Every delivery includes a short action note: what to sign, what to renegotiate, what to watch.
How it works
The path, in three steps
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The picture of the deal
You describe the company and the objective: an incorporation, a contract to close, a partner joining or leaving. We collect the company report from the Italian Companies Register (visura camerale), the bylaws and any drafts already circulating, and we agree scope, timing and fee in writing — before any work starts.
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Analysis and structuring
We examine the documents and flag the critical points: clauses that expose you, bylaw provisions that block the deal, workable alternatives — including the points where Italian practice differs from what you may be used to at home. We discuss them with you before drafting, so the texts are built on the solution you actually chose.
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Texts and coordination with the notary
You receive contracts, shareholder agreements or the opinion in signature-ready form, with every choice explained. If the transaction requires a public deed, we prepare the file and coordinate with the Italian notary (notaio) of your choice — including the paperwork foreign parties need, such as the Italian tax code — so the appointment is for signing, not for negotiating.
FAQ
Frequently asked questions
- Do I still need an Italian notary?
- For incorporation, yes: setting up an S.r.l. or S.p.A. requires a notarial public deed (Articles 2463 and 2328 of the Italian Civil Code). Transferring S.r.l. quotas instead requires authenticated signatures (Article 2470) — normally before a notary, or through the digital procedure handled by a qualified commercialista. Our work sits upstream: structuring bylaws and agreements so the notary receives a text the parties have already settled — and, for foreign parties, helping prepare what the deed requires, such as the Italian tax code (codice fiscale).
- Can a foreign company or individual own an Italian company?
- As a rule, yes: EU and EEA persons face no restrictions, and most other foreign investors can hold Italian shareholdings subject to the reciprocity condition (their home country must grant Italians equivalent rights) and to sector-specific screening rules. In practice the recurring hurdles are documentary — tax codes, powers of attorney, legalised or apostilled corporate documents — and that is precisely the preparation we handle before the notary.
- Bylaws and shareholders' agreement: why do deals often need both?
- The bylaws (statuto) bind the company and every shareholder, present and future, and are public in the Companies Register. A shareholders' agreement (patto parasociale — for S.p.A. governed by Article 2341-bis of the Civil Code, with a five-year cap) binds only its signatories and stays confidential: the natural home for arrangements on voting, exits and deadlocks you don't want on public record. We help you decide what goes where.
- How much does it cost, and how long does it take?
- It depends on the documents: reviewing a single contract usually closes within a few working days; bylaws and shareholder agreements, or a due diligence exercise, take longer and are estimated after we see the papers. In every case you receive a written quote first, with scope and fee — no surprise costs, and everything can be handled remotely, in English.
- If the Italian counterparty breaches the contract, can you take them to court?
- No — the practice is strictly out-of-court. We can analyse the breach, prepare your written communications and support the negotiation, but we do not litigate or pursue judicial debt recovery. If court becomes necessary, we refer you to qualified Italian lawyers and hand over a file that is already organised, which saves them time and you money.
Insights
Related insights
Contact
A deal to set up, a contract to review?
Describe the company’s situation: we’ll tell you how we can support you, with clear timing and fee.
First reply within one business day. The first contact is free and carries no obligation.