No separate legal personality: the foreign parent answers for the branch
What we do, and what is included
A sede secondaria is a seat a foreign company establishes in Italy with stable representation. The Register of Companies publishes it rather than incorporating it, so it never acquires legal personality of its own. The incorporation route sits on the page about how to register a company in Italy.
Pricing is on request, once we understand the parent company's own situation.
Registration filing
We prepare and coordinate the filing with the Register of Companies, inside the manager's thirty-day window.
Reciprocity check
We confirm the condition is met for the foreign company itself, not only the individual signing for it.
VAT registration referral
The branch opens its own partita IVA on form AA7/10, under an Ateco 2025 code.
Branch or subsidiary
Before any filing, a straight read of what each form costs in liability terms.
Where liability sits
One fact decides between a branch and a subsidiary: the branch holds no patrimony of its own.
S.p.A. rules apply
A branch of a foreign company whose type the Italian Code does not provide for falls under the S.p.A. rules on registration and liability (Normattiva: Codice civile, Artt. 2508, 2509, 2331).
No separate patrimony
Art. 2508 c.c. creates no fund of branch assets a creditor could reach instead of the parent's own.
A subsidiary builds a wall
An S.r.l. answers for its obligations with its own assets alone (Art. 2462(1) c.c.). A branch has no equivalent.
Foreign parent company connects down to Italian branch by a line labelled no separate patrimony, Article 2509 of the Civil Code. The branch's own obligations flow down into a third box, obligations to third parties in Italy. A loop arrow runs from that box back up to the foreign parent company, captioned: the parent answers for the branch's obligations. The loop is the whole point: nothing sits between a creditor's claim in Italy and the foreign parent's own balance sheet.
Branch, subsidiary or representative office
The full comparison of Italian legal forms sits on Italian company types.
Branch (sede secondaria)
For a group that wants an Italian presence without incorporating or depositing capital, and accepts that the parent stands behind it.
Subsidiary in Italy
An independently incorporated S.r.l. or S.p.A.: heavier to set up, and it walls its debts off from the parent.
The lightest form of presence
A representative office has no trading capacity at all: market research and liaison, nothing further.
How the process works
- Confirm reciprocity. Art. 16 disp. prel. c.c. reaches foreign legal persons, not only individuals (Normattiva: Codice civile, Art. 16 disp. prel.).
- Appoint the permanent representative. For each seat the branch publishes that person's surname, first name, place and date of birth, and their powers.
- File the branch registration. The person managing the branch applies to the Register of Companies office (Normattiva: D.Lgs. 183/2021, Art. 4 and Art. 4(1)). Within 30 days
- BRIS relays the parent's status. The foreign company's own registration status reaches the Italian register through the Business Registers Interconnection System. Without delay
- Register for VAT. Form AA7/10 opens a VAT position for a subject other than a natural person (Agenzia delle Entrate: form AA7/10).
- Operate as a permanent establishment. From then on the branch is taxed on the Italian-source income it produces.
Next step
Not sure whether a branch or a subsidiary fits?
Describe the Italian operation and we will tell you which form carries it.
Tell us about your caseBranch requirements and annual cost
The chamber system sets EUR 66.00 for 2026 for a sede secondaria with its head office abroad, against EUR 100.00 to 120.00 for a new società di capitali (CCIAA Marche, diritto annuale 2026).
| Feature | Branch (sede secondaria) | New company (S.r.l. / S.p.A.) |
|---|---|---|
| Legal personality | None. An extension of the foreign parent | Acquired on registration (Art. 2331 c.c.) |
| Minimum capital | None fixed: no incorporation step to trigger one | EUR 10,000 (S.r.l.), EUR 50,000 (S.p.A.) (Artt. 2463(2)(4), 2327 c.c.) |
| Liability regime | S.p.A. rules. No patrimony separate from the parent (Art. 2509 c.c.) | Its own patrimony (Art. 2462 c.c. for an S.r.l.) |
| Registration step | Publicity filing by the manager, within 30 days (Art. 4, D.Lgs. 183/2021) | Notarial deed plus registration |
| Annual chamber fee (2026) | EUR 66.00 | EUR 100.00 to 120.00 |
Documents you will need
- The foreign parent's certificate of incorporation
- A certified translation of the board resolution appointing the representative
- Each representative's surname, first name, place and date of birth
- The powers granted to each permanent representative
- Confirmation that reciprocity is satisfied for the company itself
- The Ateco 2025 code for the branch's Italian activity
How a branch is taxed in Italy
A permanent establishment
Art. 162(1) TUIR designates a fixed place of business through which a non-resident enterprise carries on its business in Italian territory (Normattiva: TUIR, Art. 162(1)).
Italian-source income only
Companies not resident in Italy pay IRES on income produced in Italy alone (Agenzia delle Entrate: IRES).
The rate is 24%
The standard IRES rate reaches the profit the establishment produces here. IRAP and the calendar sit on corporate tax in Italy.
Foreign company: worldwide business splits into two paths. One path, not reached by Italian IRES, leads to a greyed-out box, rest of the world profit. The other path, fixed place of business under Article 162(1) TUIR, leads to Italian permanent-establishment profit, then to IRES 24%, then to tax due in Italy. Two paths leave the same starting box; only one of them reaches an Italian tax bill.
Problems we solve
The document that goes missing
Rarely the certificate of incorporation. Far more often the certified translation of the board resolution, needed alongside it rather than instead of it.
A thirty-day clock already running
We open the reciprocity check the same week the representative is appointed, not once the filing is drafted. That is what keeps the deadline safe.
Choosing on the fee, not the liability
The chamber-fee gap against a subsidiary is a genuine number and a poor reason on its own. Groups that lead with it ask about liability too late.
An Ateco code copied from the parent
The classification on the VAT registration has to describe the Italian activity, not always the group's classification at home.
Next step
Working out what the Italian presence should be?
Send us the structure and we will map the filings it triggers here.
Tell us about your caseWhy work with us
From our practice. Branch work is coordination rather than filing: with the Register of Companies, and with the professionals who file. Neither the author nor the reviewer of this page holds a notarial title.
Prepared by Giulia Mancini, Head of Corporate Formation, Milan office, who started out preparing incorporation deeds in a Milan notary practice.
Reviewed by Alessandro Ferri, Tax and Accounting Lead, Rome office. Updated 13 September 2026.
Tell us about your case
Tell us what the branch will actually do in Italy, and we will say whether a branch is the right form for it.
Frequently Asked Questions
What is a sede secondaria under Italian law?
A seat that a foreign company establishes in Italy with stable representation, distinct from incorporating a new Italian company. It is published in the Register of Companies, not itself incorporated, and never acquires its own legal personality.
Does an Italian branch have its own legal personality?
No. Legal personality arises only on registering a new company with the Register of Companies. A branch is not itself registered as a new company and does not go through that step, so it never acquires legal personality separate from its foreign parent.
Who is liable for a branch's obligations in Italy?
The branch is governed by the S.p.A. liability rules for this purpose, with no patrimony of its own separate from the foreign parent. In practice, the foreign parent company itself stands behind the branch's Italian obligations.
Is there a minimum share capital for an Italian branch?
No specific minimum is fixed by the Code for a branch. The capital-minimum rules, EUR 10,000 for an S.r.l. and EUR 50,000 for an S.p.A., govern the incorporation of a new company, a step a branch never undergoes.
How is a branch registered with the Italian Register of Companies?
The person managing the branch must apply for its registration with the Register of Companies office within thirty days. The foreign company's own registration status is then relayed through the BRIS system without delay.
Does the reciprocity condition apply to a foreign company opening a branch?
Yes. Article 16 of the preliminary provisions to the Civil Code is stated to extend also to foreign legal persons, not only individuals, so the condition reaches the foreign company itself when it opens the branch.
What is the annual chamber fee for an Italian branch?
EUR 66.00 for 2026, according to the chamber-of-commerce fee table for a branch of a company with its head office abroad. The figure is set each year by the chamber system, not by the company.
How does that compare with incorporating a subsidiary instead?
A newly incorporated societa di capitali, the route for a subsidiary, pays EUR 100.00 to 120.00 in the same annual fee table, against the branch's EUR 66.00. The gap is a numeric expression of the fact that a branch is not incorporated.
Does an Italian branch need its own VAT number?
Yes. A branch registers for VAT on form AA7/10, the form the Agenzia delle Entrate uses for subjects other than natural persons, which covers a branch of a foreign company.
What classification code does the VAT registration require?
The AA7/10 form requires an Ateco 2025 activity classification code, describing the actual business activity the branch will carry out in Italy.
How is a branch taxed in Italy?
As a permanent establishment under Article 162(1) of the TUIR: a fixed place of business through which a non-resident enterprise carries on all or part of its business in Italian territory, taxed on the profit that establishment produces.
What tax rate applies to a branch's Italian profit?
The standard IRES rate of 24%, the same headline rate that applies to an Italian company's own profit, charged here on the permanent establishment's Italian-source income.
Is a branch taxed on the foreign company's worldwide profit?
No. Companies not resident in Italy are subject to IRES only on income produced in Italy. A branch's Italian tax reaches only the Italian-source slice of the foreign company's business, never its profit earned elsewhere.