Corporate Law and Governance

We provide legal assistance and advice on Corporate Law and governance issues for companies both nationally and internationally

Book a consultation

The importance of Corporate Law and governance in company management strategies.

We have many years of experience in Corporate Law issues at the national and international level, assisting companies in the establishment and management of companies located in major foreign countries, with particular regard to relations between shareholders, extraordinary transactions and the governance of listed companies, in the opening of new offices, also abroad, and corporate litigation, providing clients with constant and effective professional support.

Our Key-areas:

• Establishment of foreign commercial companies in Italy and abroad
• National and International Mergers and Acquisitions
• Company Due Diligence
• Drafting of Foreign Investment Holding Policies
• Purchase of company shares/Private Equity
• Drawing up and assisting in the stipulation of shareholders’ agreements
• Representation at shareholders’ meetings
• Buying and selling of business complexes
• Joint ventures
• Corporate reorganisation
• Protection of industrial property rights
• Establishment and registration of permanent organisations of foreign companies
• Trusts and guarantees for property claims
• Constitution of non-profit organisations
• Corporate litigation
• Internationalisation and Start-Up of companies abroad
• Italian Tenders and Procurements;

What is Flat Fee Business Legal Advice for Companies?

Flat-fee Business Legal Advice is a beneficial tool for companies that cannot or do not want to set up an internal legal office and who wish to be guided from the legal point of view during business activities and their corporate and commercial affairs.

The added value provided by Flat Fee Business Legal Advice is obtaining the services of professionals with specific expertise in international corporate and commercial matters who can give advice aimed at company growth and correct management of corporate governance.

Who is the Business Lawyer?

The business lawyer, new on the Italian scene, provides business owners with flexible and dynamic advice and, above all, the guarantee of a single fee agreed upon in advance, in compliance with the provisions of Article 25 of the Italian Lawyers’ Code of Conduct.

In agreement with the business owner, the consultant has a fundamental role in many aspects of company life, from employee relations to those with suppliers and customers.

In addition, the business lawyer also provides consultancy centred on giving an overview of all the parties involved in business activity, be they other lawyers, accountants, consultants, stakeholders, consumers or public opinion, an overview that combines legal and financial implications.

The services included in Continuous Legal Advice for companies:

• Oral and written opinions on the main legal issues, updated with the most recent case law;

• Advice and assistance in the field of commercial contracts (analysis and correction of the contract and related clauses, excluding complete drafting);

• Drafting letters and warnings;

• Advice and assistance in Corporate Law and governance matters;

• Legal advice and assistance with employment law;

• Pre-litigation legal advice and assistance;

• Extrajudicial credit recovery, including international;

• International customs, tax and financial advice;

• Advice during negotiations with unions, workers, contractors, banks and other credit and insurance institutions;

• In-house consultancy for a pre-established number of hours.

The Role of Company Lawyer in Italy

Company lawyers in Italy play a pivotal role in providing essential legal advice and assistance on Italian company law.

With their extensive knowledge and expertise, these professionals ensure that businesses operating in Italy comply with the intricate legal framework governing corporate operations.

Their guidance extends to areas such as mergers and acquisitions, where they navigate complex regulations and facilitate smooth transactions for companies seeking to expand or consolidate their presence in the Italian market.

Moreover, company lawyers in Italy are well-versed in corporate law governance, helping businesses establish robust governance structures and ensuring adherence to legal requirements.

Their professional approach and dedication to upholding legal standards make them indispensable partners for companies navigating the Italian business landscape.

Seek expert guidance to unlock your potential in Italy’s corporate world. Stay ahead of the competition, comply with regulations, and achieve long-term success.

Importance of Expert Guidance in Navigating Corporate Law

Italy has a unique set of laws and regulations governing corporate entities, taxation, intellectual property, and more. Understanding and complying with these laws is essential for long-term success and avoiding costly legal pitfalls. Expert guidance becomes crucial here.

One key advantage of seeking expert guidance is their understanding of local practices and customs. Italy has a distinct business culture, and knowing how to navigate it can significantly contribute to your success.

As Experts in Italian corporate law, we can help you establish strong relationships, negotiate contracts effectively, and understand the nuances of conducting business in Italy, avoiding costly mistakes.

The consequences of non-compliance with Italian corporate law can be severe, leading to fines, legal disputes, and damage to your business reputation.

Key Legal Considerations for Businesses in Italy

Before diving into the specific aspects of Italian corporate law, it’s essential to understand the key legal considerations that businesses should be aware of when operating in Italy. These considerations provide a foundation for navigating the legal landscape and ensuring compliance with local regulations.

One of the primary legal considerations is the type of corporate entity you choose to establish. In Italy, businesses can operate as various types of entities, including sole proprietorships, partnerships, limited liability companies (SRL), and joint-stock companies (SPA). Each type of entity has its legal requirements and implications, and it’s crucial to understand the differences before making a decision.

Another essential consideration is starting a business in Italy. Italian law requires companies to fulfil specific legal requirements, such as registering with the Chamber of Commerce, obtaining a tax code, and opening a bank account.

Understanding and fulfilling these requirements is essential for establishing your business legally and avoiding potential legal issues in the future; ask your company lawyer in Italy!

Corporate governance and compliance are also key aspects of Italian corporate law. Businesses operating in Italy must comply with various regulations regarding financial reporting, record-keeping, and transparency.

Mergers and acquisitions (M&A) are another area of corporate law that businesses should consider. Italy has specific regulations governing M&A transactions, including requirements for due diligence, shareholder approval, and regulatory filings.

Intellectual property protection is yet another critical consideration for businesses operating in Italy. Italy is known for its rich cultural heritage and creativity, making intellectual property protection crucial for companies in industries such as fashion, design, and technology. Understanding the legal framework for intellectual property rights and seeking expert guidance for protecting your intellectual assets is essential for maintaining a competitive edge in the market.

Lastly, taxation and accounting regulations play a significant role in Italian corporate law. Italy has its tax system and regulations that businesses must adhere to, including corporate income tax, value-added tax (VAT), and social security contributions.

Corporate Governance and Compliance in Italy

Corporate governance refers to the system of rules, practices, and processes by which a company is directed and controlled. It encompasses the relationships between a company’s management, its board of directors, its shareholders, and other stakeholders.

Compliance, on the other hand, involves adhering to legal and regulatory requirements, as well as internal policies and procedures.

In Italy, corporate governance and complianceplay a significant role in business functioning and success. Italian law imposes certain obligations on companies to ensure transparency, accountability, and fairness.

Let’s explore the critical aspects of corporate governance and compliance in Italy.

Directors: Italian law requires companies to have a director (Amministratore Unico) or board of directors (Consiglio di Amministrazione) responsible for the management and strategic direction of the company. The board of directors makes significant decisions, oversees the company’s operations, and represents the interests of shareholders. The company’s Articles of Association determine the composition and powers of the board of directors.

Shareholders’ Meetings: Shareholders have the right to participate in and vote at shareholders’ meetings (Assemblea dei Soci). These meetings provide an opportunity for shareholders to express their views, make decisions on important matters, and elect or remove members of the board of directors. Shareholders’ meetings are an essential mechanism for ensuring transparency and accountability in corporate governance.

Financial Reporting: Italian law requires companies to prepare and disclose financial statements in accordance with applicable accounting standards. This includes the balance sheet, income statement, cash flow statement, and notes to the financial statements. The financial statements must provide an accurate and fair view of the company’s financial position and performance.

Internal Controls and Risk Management: Companies are required to establish and maintain adequate internal controls and risk management systems. This includes implementing processes and procedures to identify, assess, and manage risks and ensuring the accuracy and reliability of financial reporting. Effective internal controls and risk management systems are essential for preventing fraud, errors, and other financial irregularities.

Related-Party Transactions: Italian law imposes strict regulations on related-party transactions to prevent conflicts of interest and ensure fairness. These transactions refer to transactions between the company and its shareholders, directors, or other related parties. They must be disclosed, and their terms and conditions must be fair and at arm’s length.

Corporate Social Responsibility: Italian law encourages companies to adopt corporate social responsibility (CSR) practices. CSR involves integrating social, environmental, and ethical considerations into business operations and decision-making. Companies are encouraged to contribute to sustainable development, respect human rights, and engage in philanthropic activities.

Complying with corporate governance and compliance requirements is crucial for maintaining the trust of stakeholders, avoiding legal disputes, and ensuring the long-term success of your business.

• Italy Market Entry 2025: SRL vs Branch vs Rep Office — A Decision Matrix
• Open a Company in Milan, Rome, or Bari
• Space Technologies in Puglia
• Establish a Foundation in Italy
• The Digital European Corporate Law
• Italian SRL Bylaws: Legal Framework