Over the past three years (2023–2025 YTD), Italy’s investment climate has shown a gradual consolidation, supported by the postpandemic macroeconomic rebound and the implementation of the PNRR, with a particular boost to digitalization, the green transition, and innovation. FDI flows have displayed moderately expansionary dynamics, with average annual inflows of roughly USD 27 billion and about 450 deals per year (indicative estimates subject to intrayear volatility); in 2023, inflows reached approximately USD 33 billion (≈ EUR 30 billion), with a significant share directed to digital transformation projects under the PNRR. On the regulatory front, the country has continued to strengthen the business environment through procedural simplification, administrative digitalization, and targeted incentives (including the patent box, tax credits for R&D, and Industry 4.0 measures), with particular attention to Southern Italy and to the technology and renewables sectors. Structural drivers remain Italy’s strategic position in the EU, its manufacturing base, and a skilled workforce; EU Next Generation funding has meanwhile supported public investment, infrastructure, and the digital transition, mitigating residual effects of the pandemic shock.

Based on data available through 2025, the primary forms of Foreign Direct Investment in Italy continue to display distinct patterns across investment approaches, with notable shifts in composition reflecting macroeconomic conditions, regulatory developments, and sector-specific dynamics. Regionally, activity concentrates in Lombardy (Milan) and Lazio (Rome), with strong industrial footprints in Emilia‑Romagna, Piedmont, and Veneto, and growing hubs in Tuscany, Apulia (Puglia), Sicily, and Sardinia for energy and logistics.

Greenfield investments maintain a solid presence in terms of project count. The focus remains on advanced manufacturing, research and development facilities, and technology hubs, including projects tied to electrification, semiconductors–adjacent activities, and digital infrastructure. Renewable‑energy and grid projects are increasingly visible, while life sciences and med‑tech sites continue to expand. Greenfield commitments increasingly target specialized production lines and high‑value engineering capabilities rather than large‑scale capacity alone.

Brownfield investments continue to feature in traditional industrial areas undergoing modernization and environmental upgrades, including steel, shipbuilding, and port‑adjacent industries. Investors leverage existing infrastructure while deploying capex to align facilities with current standards in energy efficiency, automation, and compliance. This approach remains attractive where timelines and permitting favor refurbishment over new builds.

Mergers and Acquisitions (M&A) remain the dominant channel for inbound FDI into Italy by value. Cross‑border dealmaking has been especially active in manufacturing, technology, energy transition–related assets, and specialized financial services. Investors continue to favor M&A to secure established market positions, supply‑chain footholds, and customer networks, though execution timelines are increasingly shaped by regulatory screening and financing conditions.

Minority stake acquisitions remain a consistent component of inbound activity, used to obtain strategic exposure and optionality—particularly in technology‑enabled manufacturing, financial infrastructure, and growth platforms. These transactions provide a pathway to deepen commitments over time as commercial milestones are met and governance alignment is achieved.

An ongoing and increasingly visible trend is the use of hybrid investment structures, where investors stage their entry—beginning with minority or joint venture positions and proceeding to control transactions once integration, regulatory, and market risks are better understood. Earn‑out mechanisms, staged capital injections, and co‑investment models with local partners are more prevalent, reflecting a disciplined approach to risk management and flexibility for future scale‑up.

Joint ventures retain a material role in sectors where local industrial know‑how and supplier ecosystems are critical to execution, notably in automotive components, aerospace, advanced machinery, and energy technologies. These structures are used to access technical expertise and regional networks while sharing capex and regulatory risk.

According to the private international law principle known as the condition of reciprocity, a State grants certain rights or benefits to foreign citizens or legal entities only to the extent that the State of which the foreign citizen is a national grants equivalent rights to citizens of the State granting the benefit. It applies in particular to property rights, rights in rem and investment and economic establishment activities. The following are treated as Italian citizens and are therefore exempt from the reciprocity requirement:

• citizens (natural or legal persons) of EU Member States and citizens of EEA countries (Iceland, Liechtenstein and Norway);
• non-EU citizens residing in Italian territory who hold a residence card or a regular residence permit issued for reasons of employment, self-employment, the running of a sole proprietorship, family reasons, humanitarian reasons and study reasons;
• stateless persons who have been resident in Italy for at least 3 years;
• refugees who have been resident for at least 3 years.
• In addition, foreigners present at the border or within the territory of the State are recognized as having the fundamental human rights provided for by domestic law, international conventions in force and general international law.

In view of this, it is necessary to verify whether the condition of reciprocity exists with each of the countries involved. While foreign investors generally own 100% of a company, this percentage may sometimes vary, as mentioned above.

According to established interpretation, it is considered that the condition of reciprocity does not need to be verified for citizens of countries with which Italy has concluded bilateral agreements on the promotion and protection of investments

However, it is advisable to verify the nature of the business that the foreign investor intends to carry out in Italy, as some activities are regulated by specific national regulations. For example, in the case of the establishment of a legal entity in Italy, it may be necessary to appoint a local director holding an EU passport or Italian residence permit and to notify the competent authorities the starting of the activity (such as the food sector, the tourism sector and the transport/shipping sector) in order to proceed with the activation of the business, which is necessary to operate on the market.

Yes. Under Italian law, foreign investors may invest in and hold the same classes of shares and other equity securities as domestic shareholders in both public (listed) and private companies, with equal rights and protections under the Italian Civil Code and the Testo Unico della Finanza (Legislative Decree No. 58/1998, “TUF”). For listed companies, foreign and domestic shareholders are subject to the same rules on equal treatment, public offerings and takeover bids, disclosure of major shareholdings, and market abuse, as well as issuer governance and disclosure requirements. For private companies, foreign shareholders enjoy the same corporate rights (e.g., voting, dividends, first refusal rights) as provided by law, the company’s bylaws, and any shareholders’ agreements. That said, investments in certain strategic sectors (e.g., energy, telecommunications, defense, 5G, transport and other critical infrastructure and technologies) may be subject to Italy’s Golden Power screening and clearance. In addition, sector-specific regulatory approvals or fit-and-proper assessments can apply when acquiring qualifying stakes in regulated industries such as banking, insurance, or media. These regimes apply irrespective of the investor’s nationality and do not alter the general ability to hold the same classes of equity.

Domestic businesses remain mostly organised and managed through national companies incorporated under national law. The most common forms of company are the limited liability company (S.r.l.) and the joint-stock company (S.p.A.), which offer a solid and flexible regulatory framework, suitable for both small and medium-sized enterprises and large companies, ensuring transparency and full compliance with Italian company law. The use of offshore structures or foreign holding companies remains marginal. In 2023, foreign-controlled companies in Italy accounted for about 0.4% of all resident companies, while employing almost 9.8% of workers and generating 21% of total turnover (ISTAT). Therefore, although “external” entities have significant economic weight, they are very few in number compared to Italian companies as a whole — and do not constitute the organisational norm.

Italian companies are divided into limited companies, partnerships and simple companies.

Italian companies generally operate as legal entities with limited liability, mainly in two forms.

The S.p.A. (Società per Azioni), or joint-stock company, requires a minimum capital of €50,000 and allows shares with differentiated rights as set out in the bylaws. It is typically governed by a board of directors and a mandatory board of statutory auditors, can issue bonds and complex financial instruments, and is the only type eligible for stock exchange listing. It is a type of company that is widely used in medium-sized and large enterprises.

The S.r.l. (Società a Responsabilità Limitata), or limited liability company, requires a minimum capital of €1,00 and issues quotas instead of shares. Governance and control structures depend on the company’s size and revenue. Following recent reforms, it can issue specific financial instruments, and S.r.l. PMI (SME) can issue participative financial instruments similar to S.p.A. Initially, the organisational structure of limited liability companies was modelled on that of joint-stock companies. However, subsequent changes to legislation have made limited liability companies a particularly flexible corporate model, allowing them to capitalise on the characteristics of small and medium-sized enterprises (SMEs). These changes have made it the most widely used corporate model.

In 2012, a specific form of limited liability company – S.r.l.s. (Società a Responsabilità Limitata Semplificata) was introduced to simplify the incorporation procedures and reduce costs, making it accessible even to those with limited capital (at least €1, compared to the minimum €10,000 required for a traditional S.r.l. at that time).This company can only have natural persons as shareholders, with directors who do not need to be shareholders. It can be incorporated with a capital between €1 and €9,999.99, fully paid in cash. The incorporation deed must follow a standard public format and include key details such as capital, corporate purpose, members’ shares, and administration. For S.r.l.s. with reduced capital, at least one-fifth of annual net profits must be allocated to a reserve until the combined amount with share capital reaches €10,000, usable only to increase capital or cover losses.

Partnerships exist with different liability structures, S.n.c. (Società in Nome Collettivo), S.a.s. (Società in accomandita semplice) e S.a.p.a. (Società in Accomandita per Azioni),

S.n.c. (Società in nome collettivo) or general partnership, is defined as a relationship based on a written agreement between partners carrying on a business activity with the intention of making a profit, where the liability of partners is not limited. There is no separate legal entity status pursuant article 2291 of the Italian Civil Code.

S.a.s. (Società in accomandita semplice) or limited partnership, are defined as a partnership consisting of one or more general partners (“soci accomandatari”) who are jointly liable for all debts and obligations, and one or more limited partners (“soci accomandanti”) who contribute cash or property valued in a stated amount at the time of entering into the partnership, and who are not liable for the debts and obligations beyond the amount so contributed. There is no separate legal entity status pursuant article 2313 of the Italian Civil Code.

S.a.p.a. (Società in accomandita per azioni) is a mixed partnership with both limited and unlimited liability partners.

Simple companies are limited to non-commercial activities and widely used for the management of assets, such as real estate, company shares, and family wealth.

The domestic enterprises prefer to incorporate Società a responsabilità limitata (S.r.l.) due to its separate legal personality, flexibility, greater simplicity of management, lower set-up and governance costs, adaptability to family businesses and SMEs and statutory flexibility.

Foreign investors also prefer to set up limited liability companies (S.r.l.), especially in the case of SMEs, while the organisational model of the joint-stock company (S.p.A.) is preferred in cases where a governance structure is required that is more suited to international operations, greater opportunities to raise capital, and greater credibility and prestige with third parties.

The choice between company forms depends on multiple factors. These include the nature of activities (some requiring S.p.A. by law), business volume and scale of operations, accounting and tax considerations including international tax treaty implications, and liability implications. Additional considerations include regulatory requirements for specific industries, exit strategy options (noting that S.p.A. shares are more liquid), corporate governance requirements for international groups, reporting and transparency requirements, and access to capital markets and financing options.

Setting up a company in Italy requires supervision and dialogue with various government agencies, including the Chamber of Commerce, tax authorities, social security, labour authorities and Municipalities. The process begins with preliminary checks, obtaining a tax code and signing the incorporation documents, such as the memorandum and articles of association, before a notary. Companies and directors must also register a certified email address, obtain a VAT number, formally declare the activation of the company and open a bank account.

Limited liability companies (S.r.l.) require a minimum capital of € 1,00, while joint-stock companies (S.p.A.) require a minimum capital of €50,000. Capital can be contributed in cash or in kind, but contributions in kind require an expert valuation.

The incorporation timeline is typically 2-3 weeks after notarial deed execution but can vary and be longer in case of regulated activities. Both S.r.l. and S.p.A. can be established with a sole shareholder, subject to disclosure requirements. There is no maximum limit on the number of shareholders for S.p.A., while S.r.l. typically has fewer shareholders. Talking about directors requirements, it’s important to note that in case of carrying out of activities that require specific authorizations from the public entities, in the board of directors of this companies will be necessary the presence of at least one director holding an EU passport or Italian residency permit.

The Companies’ Register provides anytime public access to comprehensive corporate information, including details of shareholders, ownership transfers, and financial statements. Additional transparency requirements apply for listed S.p.A. companies regarding significant shareholdings and changes in control.

The requirements applicable to foreign investors acquiring equity interests or assets in Italian companies differ depending on the investor’s origin. Investors from the EU/EEA/Switzerland rely on the EU principles of freedom of establishment and free movement of capital and, as a rule, face the same conditions as Italian nationals for acquisitions of shares, quotas and assets, without additional approvals beyond those inherent in the transaction structure.

For acquisitions by non‑EU investors, the reciprocity condition and protections under applicable international agreements remain relevant. Where no treaty framework ensures treatment equivalent to that afforded to Italian investors, verification of reciprocity is decisive. Transactions may require merger control clearance if the relevant Italian or EU turnover thresholds are exceeded, with the national merger control regime and/or the EU regulation applying, as the case may be. Internal corporate approvals must still be obtained, and any transfer restrictions in the company’s by‑laws must be observed.

The special powers screening regime (the “Golden Power”) continues to apply to strategic sectors, including defense and national security, communications and media, energy, transport, healthcare, digital and data infrastructure, cloud services, semiconductors and other critical technologies, as identified by primary legislation and implementing measures. Relevant transactions are subject to mandatory filing and a government decision within set timelines, irrespective of deal structure. Failure to file may result in significant fines, the imposition of conditions and remedies or, in more serious cases, the ineffectiveness of the acts performed. In the financial sector, the acquisition of qualifying holdings in banks, supervised intermediaries, asset managers (SGR), investment firms (SIM) and insurance undertakings requires prior authorization from the competent authorities under the Italian Banking Act, the Consolidated Financial Act and the Insurance Code. Additional specific authorization may be required depending on the business carried out.

In asset deals, requirements vary by asset type. Real estate transfers require a notarial public deed, registration, transcription and cadastral updates, and may face restrictions in certain areas or for particular categories of property. Transfers of a business or a business unit must comply with Article 2112 of the Italian Civil Code on the preservation of employees’ rights, as well as information and consultation duties under the Italian implementation of the EU transfer of undertakings rules. Industrial assets may require environmental formalities and conformity certifications; local administrative licences linked to the business may need to be transferred or reissued.

Closing documentation for transfers of quotas in S.r.l. companies requires a notarial deed and filing with the Companies’ Register. For S.p.A. companies, share transfers are governed by the form of representation, with annotation in the shareholders’ register where applicable and, for dematerialized securities, with book‑entries by the relevant intermediaries. Transfers of registered assets, including real estate, require notarial deeds and completion of publicity formalities. All transactions are subject to anti‑money laundering rules, including customer due diligence, identification of the beneficial owner and verification of the source of funds.

From a tax perspective, dividends and capital gains may be subject to withholding tax and Italian taxation under domestic law and applicable double tax treaties; certain asset transfers may require local tax certificates or clearances. The tax profile of the transaction should be assessed taking into account any special regimes and the characterization of the investor’s income. Managing approvals and tax and regulatory aspects requires careful coordination among legal, tax and corporate advisers, with timing varying by structure, sector and the number of necessary approvals, and potentially extending where Golden Power or prudential authorizations are required.

The foreign investment screening framework has been strengthened and better aligned with the EU system, with cooperation among national authorities and EU information mechanisms. In parallel, concentrations benefiting from foreign financial contributions may be subject to specific notification and review obligations under the EU regime on foreign subsidies that distort the internal market. Careful timeline planning is essential, as approvals may have to be obtained in sequence and procedural time limits may interact. Penalties for non‑compliance remain severe and may include prohibitions, conditions, significant monetary fines and, where provided, ineffectiveness of the acts carried out; decision timelines vary by sector and complexity, typically running from a few weeks to several months in regulated industries.

As a rule, a foreign investor does not need prior governmental approval merely because of its foreign status to purchase shares in an Italian listed company, whether onmarket or through a privately negotiated block trade. Trades are executed and settled through market infrastructure in the same way as for domestic investors. That said, several regulatory layers may become relevant depending on the size of the stake, the sector in which the issuer operates, and whether “strategic” assets are involved.

First, Italian takeover and transparency rules in the TUF apply irrespective of the investor’s nationality. Acquisitions that cause the investor’s holding in a listed issuer with Italy as home Member State to cross specified thresholds (generally 3% for nonSMEs and 5% for SMEs, then 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66,6% and 90%) must be notified to the issuer and to CONSOB under Article 120 TUF and related regulations. Lower initial thresholds may apply where set by CONSOB for certain widely held issuers, and holdings are calculated on an aggregated basis, including relevant derivatives. Crossing the mandatory tender offer threshold (25% – 30% of the voting capital) will—save for specific exemptions—trigger the obligation to launch a takeover bid to all remaining shareholders pursuant to Article 106 TUF.

Secondly, for issuers operating in sectors covered by Italy’s foreign direct investment/Golden Power regime (activities of strategic relevance for national interest, including defence and national security; 5G and cloud; energy, transport and communications; healthcare; agrifood; finance and other critical infrastructures and technologies), acquisitions of control, material minority stakes or certain special rights (such as veto rights or the right to appoint a board majority) may require a mandatory, preclosing filing with the Presidency of the Council of Ministers. The Government may clear the transaction, clear it with conditions or—in exceptional cases—prohibit it. The regime can apply to both onmarket stakebuilding and offmarket block trades and may also capture indirect acquisitions (e.g., purchasing a foreign parent that controls an Italian strategic subsidiary). Applicability and thresholds can differ by sector and investor profile.

Thirdly, sectorspecific regimes require prior clearance for “qualified shareholdings” in regulated entities such as banks, financial intermediaries, insurance companies, asset managers or certain media operators. In those cases, the competent regulator (e.g., Bank of Italy, ECB for banks within the SSM, IVASS, CONSOB/Banca d’Italia for investment firms and asset managers, AGCOM for media) must authorise acquisitions above specified thresholds (often 10%, 20%, 30% and 50% or de facto control), regardless of whether the acquisition is executed onmarket or via a private deal and irrespective of the investor’s nationality. Foreign status may be relevant to the fitandproper, prudential and AML assessments, but it is not, in itself, a trigger for prior approval outside these regimes.

Under Italian law the obligation to launch a mandatory takeover bid (MTO) on all remaining ordinary shares of a listed company arises when a person (or parties acting in concert) acquires voting rights or shareholding capital exceeding 30% of the company. The threshold now included a dual-system (25% for large companies, in absence of a larger shareholder; 30% for SMEs or companies below a certain size), but a possible reform of the Testo Unico della Finanza (TUF) – (as currently governed by the draft legislative decree implementing the delegation referred to in Article 19 of Law No. 21 of March 5, 2024, for the comprehensive reform of capital market regulations) would reform the trigger at 30% for all listed issuers. If the 30% threshold is crossed — whether by a single block purchase, multiple acquisitions, or other means — the acquirer must extend an irrevocable public offer to all the remaining ordinary shareholders. The reform also adjusts the threshold for so-called “incremental” or “consolidation” takeover bids: a shareholder already owning between 30% and 50% of voting rights may increase its stake by up to 10% (instead of 5%) without triggering a mandatory bid; any increase beyond that threshold, however, re-activates the MTO obligation. There are limited statutory exemptions. There are limited cases provided by law in which the MTO does not arise, as regulated by TUF and CONSOB issuers’ regulations.

In Italy, the realization of a new facility follows a complex, multi-level administrative procedure, which begins with verification of urban and building compliance and consistency with municipal and higher-level planning, in accordance with the principles and procedural terms of Law 241/1990. The process continues, where required by urban planning instruments, with the approval of an implementation plan and the signing of an urban planning agreement with the municipality, which defines the costs to be borne by the private entity and the urbanization and infrastructure works to be carried out. Subsequently, the necessary permits are obtained, including the building permit and, depending on the characteristics of the area, the type of plant and the activities planned, the relevant environmental authorizations (including, where required, the EIA) and additional sectoral authorizations, without prejudice to the fulfilment of obligations regarding fire prevention and major accident risk control. For plants under state jurisdiction, a “strong” agreement with the Region is also required. In the case of interventions on abandoned or contaminated sites, the same procedural framework is accompanied by specific requirements in terms of investigation, safety and remediation; the building application must also specify whether the work consists of demolition and new construction or renovation and adaptation of the existing structure, in accordance with local urban planning restrictions, ensuring careful coordination with the competent authorities at every stage and strict compliance with environmental and land use regulations. 

Under Italian law and banking practice, there is no general prohibition preventing the use of foreign currency for certain transactions or cross-border transfers. Payments, transfers or acquisitions may involve foreign currency, provided that they are effected through the banking system or other authorised payment intermediaries. Financial intermediaries and banks are subject to anti-money laundering and “know your customer” regulation under legislation such as the anti-money-laundering framework transposed via Legislative Decree 231/2007.

That said, when a company operating in Italy employs workers under Italian labour law, salaries to employees resident in Italy must be paid by use of traceable means; cash payments (or nontraceable means of payment) are prohibited under recent Italian legislation.  Salary payments are typically denominated in euros (EUR), and the standard practice in payroll administration in Italy is to use local bank accounts for wage disbursement.

As regards large economic transactions — such as acquisition of a company, payment to contractors or other corporate counterparties — these may in principle be denominated in foreign currencies, but if the transaction is structurally centred in Italy (e.g., acquisition of shares or assets of an Italian company) often the relevant corporate and notarial documentation must express amounts in euro equivalent for registration, tax, accounting and regulatory purposes. While there is not a statutory universal rule explicitly forbidding foreign-currency denominated acquisitions, use of non-euro currency may raise practical and compliance issues with Italian banks, intermediaries and regulators, especially in the context of corporate filings, tax compliance and anti-money-laundering checking.

There is no statutory cap set by currency-exchange law on the amount of foreign currency a foreign investor may transfer into Italy for business purposes, nor a general requirement of prior approval by the central bank simply on account of using foreign currency. Cross-border wire transfers are routine and permitted, subject to standard oversight and reporting obligations for financial institutions under the AML-regime.

However, there are legal limits for payments in cash (or other un-traced means): Italian law restricts the use of cash beyond certain thresholds for payments between private parties, both in euros and in foreign currencies. Since 2023, the limit for cash payments has been set at €5,000 for transactions between different parties (private individuals or legal entities), whether in euro or in foreign currency.  This effectively means that for larger amounts, payments should be made through traceable banking or financial-intermediary channels. Physical crossborder transportation of cash of €10,000 or more (or equivalent) must be declared to customs.

Under Italian law there are no general exchange-control rules requiring a foreign investor to obtain prior governmental approval simply to transfer domestic currency (euro) or foreign currency abroad.

Transfers — whether inward or outward — typically proceed through the banking system or other authorised payment intermediaries, which remain subject to standard regulatory obligations (anti-money laundering, customer due-diligence, reporting of suspicious transactions) under the framework established by Legislative Decree 231/2007.

As to formal currency-export in physical form (cash or bearer instruments), or transfers abroad of cash amounts: when a natural person transports or transfers cash or bearer-form securities outside Italy in physical form, a legal limit applies. Under the rules implementing Legislative Decree 195/2008 (and Regulation (EU) 2018/1672), cash or bearer-securities movements equal to or exceeding €10,000 (or equivalent in foreign currency) must be declared to customs authorities at the border.

Transfers by wire, bank transfer or other standard banking payment instruments are not subject to a fixed statutory cap under exchange-control law. As per recent practical-law guidance, Italy does not impose ceiling limits on outbound transfers of cashless funds, whether in euro or foreign currency.

Because there is no prior-approval requirement, there is no formal approval body that must grant permission before each transfer: banks or payment institutions process transfers in line with their normal compliance and AML/KYC procedures.

Consequently, there is no standard delay tied to a governmental “approval procedure” for ordinary bank transfers. The timing depends on the banking/payment infrastructure, the destination, and compliance checks — not on any regulator-mandated approval.

No specific tax or duty applies to foreign currency conversion in Italy. Financial transactions, such as the exchange of foreign currency for investment purposes, may be subject to other taxes, like capital gains tax, depending on the nature of the transaction. However, Italy’s financial transaction tax (FTT) applies to equity/derivative trades and certain high-frequency trading, but not to spot foreign exchange conversion. Banks may charge commercial fees, but these are not taxes.

There is no specific tax or duty on bringing foreign or domestic currency into Italy. However, any amount over €10,000 (or equivalent) must be declared to customs upon entry or exit of the country. If the currency is brought in for commercial purposes, additional reporting may be required under anti-money laundering regulations, but no tax or duty is levied on the currency itself.

There is a difference in the tax treatment between the acquisition of assets and shares in Italy. For assets, the acquisition may be subject to VAT (Value Added Tax) if related to a business transaction, or it may be subject to registration tax, the rate of which can vary depending on the type of asset. Business transfers (going concern or a branch) are generally out of scope of VAT and subject to registration tax; from 2025, if the deed allocates the price among assets and rights, the registration tax applies with the specific rates of each asset class (e.g. 9% on real estate, 3% on goodwill and movable assets, 0.5% on receivables), with proportional allocation of liabilities; otherwise, the highest applicable rate applies. On the other hand, share acquisitions are typically subject to Italy’s financial transaction tax (FTT) on purchases of shares in Italian companies and certain derivatives/high-frequency trades (acquisitions on not regulated markets and multilateral trading facilities: 0.20%; acquisitions on regulated markets and multilateral trading facilities: 0.10%). Transfers of quotas in limited liability companies (S.r.l.) are outside the FTT scope and generally subject to fixed registration tax, while transfers of shares in Italian resident companies may fall within the FTT scope irrespective of where the trade is executed, subject to statutory exclusions and exemptions. Shares are also subject to registration tax (€200) and stamp duty (€16) if drawn up in the form of a certified private agreement or public deed.

Stamp duty in Italy is required when a taxable transaction occurs. Specifically, for share transfers, stamp duty is due at the time of the transaction, and the payment is typically made by the buyer. For public deeds and authenticated private writings, the stamp duty is due upon formation of the instrument according to the tariff rules; for Business Register filings related to S.r.l. quota transfers, the fixed stamp duty for the filing is due upon submission. For asset acquisitions and other transactions like the acquisition of real estate or legal documents, stamp duty is usually due at the time of registration or execution of the document. Certain documents, such as bank statements and invoices, attract specific stamp duty rates, for example, €34.20 for individuals with average balances above €5,000, or €100 for non-individuals.

In Italy, the ease and formal requirements for the transfer of shares or participations in a non-listed company depend substantially on the legal form of the entity (e.g., Società per Azioni – S.p.A. – vs Società a responsabilità limitata – S.r.l.) and on what is provided by the company’s statute (articles of association). For an S.p.A., shares are in principle freely transferable and may be transferred by endorsement or via registration in the shareholder register or through intermediaries (if the shares are dematerialized). However, if the company has not issued physical share certificates (or if shares are dematerialized), the transfer’s effectiveness vis-à-vis the company (and third parties) depends on the recording of the new shareholder in the company’s shareholder register.  For an S.r.l., shares (technically “quotas” of share capital) are “in general freely transferable” under Article 2469 of the Italian Civil Code — yet this is subject to any restrictions laid out in the articles of association.  If the articles provide first refusal rights, consent requirements or other restrictions (e.g. “clausole di gradimento”), these must be respected for any share transfer.  From a purely contractual standpoint, recent case-law has confirmed that — among the parties — the transfer of an S.r.l. quota may even be valid without a written deed, though in practice parties will rely on a written (notarial or authenticated) deed to ensure enforceability vis-à-vis third parties.  However, for the transfer to be effective against the company (thus giving the acquirer full shareholder rights), the deed of transfer must be registered with the competent Business Register (Registro delle Imprese), typically within 30 days. For S.r.l. share transfers, the relevant provision is Article 2470 (1) of the Civil Code.  Because the obligation to register is public, once the transfer is filed in the Register the change of ownership becomes opposable to the company and third parties.  As to whether shares can be held outside Italy: there is no general prohibition under Italian corporate law preventing a shareholder from being non-resident or from holding shares via a foreign custodian or intermediary. The nationality or residence of the shareholder is not relevant per se.  Regarding any special approval needed for share transfers when the shareholder is foreign: absent statutory restrictions or sector-specific regulations (e.g. regulated industries, golden power, or restrictions in the articles of association), there is no requirement of prior governmental approval solely because a shareholder is foreign. The transfer follows the same rules applicable to any shareholder. With regard to the public availability of changes in share ownership: for S.r.l. and S.p.A., registration in the Companies Register makes updated ownership data accessible to the public. The abolition of the traditional “shareholders’ register” for limited liability companies has increased reliance on the Register of Companies for the storage of shareholder information.

Under Italian law, a foreign investor may be subject to a mandatory FDI filing only when the target transaction concerns a company or asset that operates in a sector deemed “strategic” for national interests under the regime commonly known as Golden Power Law.

• Which agency oversees the filing and who must submit.

The filing (or notification) must be submitted to the office of the Presidency of the Council of Ministers (through the competent department for administrative coordination). The duty to notify lies with the acquiring investor and/or the target company (or companies) whenever the transaction involves a change of control, acquisition of equity or debt interest granting effective influence over a “strategic asset,” or other corporate actions.

• When is filing required.

The “Golden Power” regime applies to a wide and expanding list of sectors considered strategic in Italy, including but not limited to defence and national security, energy, transport, communications (including 5G/telecom), critical infrastructure, data infrastructure, high-technology (AI, semiconductors, cybersecurity), health, financial/credit/insurance, agri-food, and other supply-chain sensitive industries.

The filing obligation applies regardless of whether the investor is non-EU or EU (or Italian), depending on the sector and nature of the transaction. For non-EU investors, acquisition (equity, voting rights, debt, pledges, asset sale, or other corporate transaction) affecting a strategic company typically triggers the requirement. For EU/Italian investors, the obligation may still apply depending on the type of transaction and the strategic nature of the target.

In recent years, the scope has been broadened — for instance, in 2023 the “Golden Power” regime was extended to include certain intra-group transactions that had previously been exempt when the ultimate beneficial owner was a non-EU entity.

• Pre-notification and “early clearance” option.

Since late 2022 a formal pre-notification (“prenotifica”) mechanism exists under the Golden Power rules: a potential investor or the target can submit a non-binding information package to the Presidency of the Council of Ministers to obtain an early assessment whether the transaction will fall under the Golden Power regime or not. The authorities must respond within 30 days to confirm that (a) the transaction is not subject to Golden Power; (b) the transaction falls under the regime and requires formal notification; or (c) the transaction falls under the regime but does not trigger the exercise of special powers. If no reply is given within 30 days, the parties must proceed with the formal notification for the transaction under the ordinary procedure.

• Timeline / how long review takes.

The formal review process under Golden Power does not have a rigid “one-size-fits-all” statutory timeline publicized in all cases. Historically, filings have been cleared (or vetoed) within a few weeks to a few months depending on complexity, sector, and whether the government exercises its “special powers.” Recent sources suggest that as of 2025 the government continues to actively apply its FDI screening powers, sometimes in complex cases including pledges, debt structures, or indirect ownership. Because of that, transaction documents should include appropriate timing provisions (long-stop dates, regulatory clearance conditions) to manage uncertainty.

• Can a transaction be reviewed and blocked even if not formally filed?

Yes. The Golden Power regime allows the government to examine retrospectively any transaction affecting strategic assets, even if the parties failed to notify. The government may trigger an investigation “ex officio” where an unnotified transaction nonetheless falls within the scope of the regulation — for instance, if there is a change in control, corporate restructuring, pledge over strategic assets, or any corporate act affecting the availability or control over strategic assets. In such cases, the government may impose conditions, impose restrictions, or block the transaction altogether. Failure to notify when required may also trigger administrative sanctions and render the relevant corporate act null and void.

• Indirect transactions / acquisition of foreign parent company with Italian subsidiary

The Golden Power regime is based on a “substance-over-form” approach: even if the target is a foreign-incorporated parent company, a transaction may trigger the notification obligation if that parent owns or controls, directly or indirectly, an Italian company operating in a strategic sector or holding strategic assets. This includes share acquisitions, debt acquisitions, pledges, asset sales or other structural reorganizations. The government may therefore exercise its powers to block or impose conditions on indirect acquisitions affecting control or availability of Italian strategic assets.

Typical exit routes for foreign investors are shaped by sector dynamics, market conditions, and the investor’s expected timeline for exiting the investment.

The most common pathways are sales of shareholdings to a competitor or industry player (the so-called trade sales), or to a financial investor entering for a new growth cycle (the so-called secondary sales), as well as public market exits, often pursued in parallel through dual-track processes to maximize price tension and execution certainty.

A trade sale to a strategic acquirer remains the dominant route, particularly where market consolidation or technology/IP acquisition are primary drivers; these transactions may be structured as either share deals (where the buyer acquires the entire corporate entity with all its assets, liabilities, and agreements with third parties) or asset deals, in which only selected assets and business lines are transferred, allowing the buyer to ring-fence undesired liabilities.

Secondary sales to financial sponsors are also prevalent, especially for businesses that still offer significant room for growth, either through further acquisitions (buy-and-build strategies) or through operational improvements that enhance efficiency and profitability.

Public market exits include IPOs on domestic exchanges or on major foreign exchanges, occasionally coupled with a pre-IPO cornerstone tranche (i.e., a portion of the offering allocated in advance to institutional investors committing to participate) or followed by gradual sell-downs through additional public offerings. SPAC business combinations – where a private company becomes publicly listed by merging with a listed “Special Purpose Acquisition Company” – have offered an alternative listing route, although their use has been more episodic.

Other exit avenues include management buy-outs and buy-ins (transactions in which the company is acquired by its own management team or by an external management team brought in to run the business), as well as spin-offs aimed at realizing value embedded in standalone business lines.

As a last-resort option, distressed or non-core disposals may be carried out through structured liquidation processes, which can involve asset carve-outs, creditor-driven procedures, or court-supervised liquidations designed to maximize recoveries while ensuring orderly wind-downs.

Private companies in Italy generally prefer private M&A transactions over IPOs due to lower complexity, reduced regulatory burden, and lower costs. However, when companies do pursue public listings, the choice typically depends on company size, sector, and growth strategy. For domestic listings, Borsa Italiana (now part of Euronext) offers different markets: the main market Euronext Milan (formerly MTA) for established companies, and Euronext Growth Milan (formerly AIM Italia) for SMEs and high-growth companies. While some larger or internationally-focused companies might consider foreign exchanges like NYSE, NASDAQ, or LSE, most Italian companies prefer domestic listing for its lower costs, established local investor base, and simpler regulatory requirements. Recent years have seen increased interest in Euronext Growth Milan among SMEs due to its more flexible listing requirements and costs, though overall IPO activity remains modest compared to private transactions.

In M&A, investment, and joint-venture agreements, particularly those having a cross-border dimension, the parties typically provide that any disputes arising from the transaction shall be submitted to international arbitration rather than to domestic courts. It is common for such agreements to include arbitration clauses administered by leading international institutions, most notably the International Chamber of Commerce (ICC), with seats in neutral venues such as Paris or Geneva. This approach ensures a neutral forum for parties of different nationalities, applies internationally recognised procedural rules, and affords more predictable and efficient timelines than ordinary court proceedings.

National courts, however, remain significant in disputes arising out of purely domestic transactions or where specific judicial remedies are required—such as injunctions, protective measures relating to intellectual property rights, or urgent relief to be enforced within Italy. Even in such contexts, following the most recent reform of the Italian Code of Civil Procedure (the so-called Riforma Cartabia), parties may now expressly confer upon arbitral tribunals the power to issue interim and urgent measures, thereby further enhancing the attractiveness of arbitration in complex commercial transactions. Consequently, domestic arbitration is increasingly relied upon, with parties frequently opting for the arbitral rules of major Italian chambers of commerce (foremost the Milan Chamber of Arbitration), which have developed sector-specific expertise. Notably, this year marked the request of the first urgent interim measure under the newly reformed Italian arbitration rules, confirming the growing convergence between arbitration and judicial protection in the domestic context

The time-frame within which contract-dispute proceedings reach final decision before domestic courts may vary significantly, contingent upon both the court vested and the scope of the evidentiary activity to be undertaken (ie. documentary submissions alone or whether a more extensive evidentiary phase is required, including the appointment of court-appointed technical experts). As an indicative reference, proceedings at first instance generally extend over a period of approximately two – three years before a final judgment is issued. Appeal proceedings before the court of second instance typically require an additional two – three years, while any further recourse to the Court of Cassation ordinarily entails a further period of approximately two years prior to the issuance of a final judgment.

Domestic courts are generally regarded as reliable and effective forums for the protection and enforcement of foreign investors’ rights under both contractual agreements and applicable law. Consistent with express provisions of international law, Italian courts may hear disputes governed by foreign law, obligations arising under international treaties, and requirements imposed by European Union law. Furthermore, in line with European standards, several substantive areas are subject to harmonised regulation. It should also be noted that Italy has established specialised judicial sections with dedicated expertise in corporate, intellectual property, and antitrust matters. In practice, courts in major commercial centers routinely adjudicate complex agreements governed by foreign law, providing predictable and enforceable outcomes that duly recognise and safeguard the rights of foreign investors, thereby ensuring a level of certainty conducive to international investment and arbitration.

While Italy has a solid legal framework safeguarding investors, there have been notable disputes, particularly in regulated sectors. Prominent examples include changes to incentive schemes for renewable energy, which have triggered numerous arbitrations—often brought under the Energy Charter Treaty and, in some cases, before ICSID—licensing disputes in the telecommunications sector, as well as issues arising from administrative delays or regulatory uncertainty. The breadth of discretionary powers exercised by certain local authorities has at times raised concerns among foreign investors. In the intraEU context, the admissibility and enforcement of investorState arbitrations are currently contested.

Italy maintains a broad network of Bilateral Investment Treaties (BITs) with nonEU countries that provide important protections for investors, while intraEU BITs have been terminated in line with developments in EU law. These agreements cover major economic partners such as the United States and China, as well as numerous countries in the Middle East and Asia. Recent developments—including the effects of Brexit on investments between Italy and the United Kingdom, Italy’s withdrawal from the Energy Charter Treaty (with a sunset clause for existing investments), and ongoing challenges to intraEU arbitration with associated enforcement risks—warrant careful planning when structuring crossborder investments.

In recent years, Italy has strengthened its investorprotection framework through a range of measures. The Investment Compact introduced administrative simplification and established “Invest in Italy” desks that provide dedicated assistance to foreign investors. The government has also enhanced transparency in regulatory decisionmaking and set out clear avenues to challenge administrative measures affecting investments. The practical effectiveness of these measures may vary by sector and competent authority, with territorial differences in implementation.

Overall, the protection architecture has proven effective: most disputes are resolved through established judicial and arbitral channels, and recent reforms have helped prevent new grievances. Where issues arise, access to investorState arbitration for intraEU investors is currently highly contested and enforcement within the EU carries risks; domestic remedies remain fully available. For nonEU investors, the availability of international remedies depends on the existence and terms of the applicable BIT, ensuring fair treatment and due process.

Italy has ratified both the 1958 New York Convention and the 1961 Geneva Convention, establishing a clear and predictable framework for the recognition and enforcement of international arbitral awards. Under Italian civil procedural law, the process is governed by Article 839 of the Italian Code of Civil Procedure and conducted before the Court of Appeal in the venue where enforcement is sought. The court’s review is limited to verifying that the dispute was capable of arbitration and that enforcement would not violate Italian public policy, without re-examining the merits of the award. Italian case law reflects a pro-enforcement approach, reinforcing Italy’s reputation as a reliable forum for international arbitral awards. In practice, the procedure typically concludes within six to twelve months, absent opposition. This framework provides foreign investors and arbitral parties with a high degree of predictability and certainty regarding enforcement in Italy.

Italy has concluded numerous bilateral investment treaties (BITs) on the promotion and protection of investments. The Ministry of Foreign Affairs and International Cooperation is the depository of Italy’s bilateral treaties and selected multilateral agreements, and the Service for Legal Affairs, Diplomatic Litigation and Treaties has digitized and made Italy’s ratified agreements available through the ATRIO online database. Where an applicable investment treaty exists, its protections ordinarily render unnecessary any separate verification of the reciprocity condition otherwise considered under Italian law. Since the entry into force of the Lisbon Treaty, foreign direct investment has fallen within the European Union’s exclusive competence. Regulation (EU) No 1219/2012 sets the transitional regime governing Member States’ BITs with third countries, including when such treaties may be maintained, amended, or replaced—subject to prior authorisation and ongoing monitoring by the European Commission to ensure consistency with EU law. In parallel, the EU now negotiates investment protection instruments at the Union level, and recent Court of Justice case law and intra‑EU policy developments have led to the termination of intra‑EU BITs and a continued alignment of investment protection frameworks with EU law.