PURCHASE AND SALE
Commercial property for sale in italy
Buy a commercial property
When it comes to the purchase of a commercial real estate in Italy, many laws and regulations, and pre-requirements must be adhered to for residents and non-residents alike. For many non-residents, this specifically includes company incorporation, business property loans, and due diligence.
Company incorporation and formation in Italy
Many are the methods and the rules which describe the process of how a business incorporates in Italy. The incorporation of a business for the means of purchasing property in Italy is a complex process that includes obtaining various legal acts from private and public persons. People must also keep in mind the different types of companies that can purchase property, and which property types of Italian law allows for.
The first of these criteria is the business liability, that defines how the liabilities inside a company are owned (accounts, interest, income taxes, bills payable, etc).
Società di Persone
Partnerships are referred to as Società di persone, and can be further classified as:
- Società Semplice (S.S.)
- Società in Nome Collettivo (S.N.C.)
- Società in Accomandita Semplice (S.A.S.)
In these 3 types of companies, shareholders are liable for the debts of the company through their assets.
Società di Capitali
The more common type, however, is wherein only the assets of the company can be held liable, which is referred to as Società di Capitali. Shareholders are only liable for their extent of participation in the company. This, too can be further broken down into several forms, including: s
- Società per azioni (S.P.A.)
- Società in accomandita per azioni (S.A.P.A.)
- Società a responsabilità limitata (S.R.L.)
- Società a responsabilità limitata semplificata (S.R.L.S.)
The most common type of establishment in Italy, however, is the SRL.
Branches, on the other hand, are not held liable. Rather, the mother company is held responsible for assets and liabilities. However, the branch must be incorporated (albeit through a much easier process). Once registered at the Italian Business Register, the brand representative must be appointed, and the brand must obtain a VAT number in Italy.
To establish an SRL, however, owners must first draft articles of incorporation along with a notarial act. The company’s constitution must also be signed in front of the notary. The company must then be registered in the Italian Register of Companies.
EU citizens are eligible to establish an SRL by providing an identity document and certification of Italian residency issued by municipal authorities. Non-EU citizens must depend on the presence of a ratified international treaty between the Italy and their country of origin.
Business property loans in italy
The final piece to consider in purchasing commercial real estate is that the company must be run smoothly and successfully with an Italian bank account. Both of these factors are important in securing business property loans in Italy.
Although non-residents are indeed able to apply for mortgages in Italy, banks are quite cautious, and it is more difficult for non-residents to acquire mortgage funding through banks in Italy. However, establishing an SRL with legal headquarters in Italy designates this entity as an “Italian resident”. This, then makes it significantly easier for non-residents to apply for a mortgage on behalf of the company. Such foreign nationals who relocate and establish companies in Italy are also eligible for certain tax incentives.
Nevertheless, to open a business in Italy, owners must register with the Business Register, in addition to several tasks:
- issuing regulatory articles of the memorandum;
- executing the articles before a public notary;
- applying for an Italian tax code (Codice Fiscale);
- opening an Italian bank account;
- registering for a VAT number (Partita IVA).
This includes documents such as identification documents, evidence of sources of money, and proof of headquarters.
Once provided, businesses must provide the extract of the Italian commercial entity’s corporate registry and the company’s official business plan. These additional documents allow Italian companies to apply for corporate mortgages. Of these, a credible and well-drafted business plan is paramount. Whether setting up a new company or a branch, there are many legal and fiscal requirements, along with many positive loopholes that non-residents can utilize to establish a business and acquire funding.
Company due diligence
The final component of commercial purchasing that businesses and owners must understand is the requirement of due diligence. More specifically, businesses must acquire and provide due diligence about the company and property.
There are two key components (as well as several other minor areas) to be discussed and covered in the due diligence report. These include both the legal and technical due diligence sections of the report. These are meant to give a potential buyer a complete understanding of the property, its status, and features. The document is the result of the joint work of lawyers, accountants, engineers, and surveyors.
The content of a company due diligence generally includes basic information about the company, such as its address, year of establishment, area of work, and management structure. It also commonly includes analysis of the company’s financials including indications of solvency, assets, liabilities, and balance sheet analyses.
These investigations are primarily utilized to determine the company’s ownership and to determine whether any parties might have rights over the given property. This is important, as it indicates the lawful ownership and ability to sell; and assured the prospective buyers that there are no legal repercussions for the purchase of the property.
Additionally, this information serves to indicate the company’s position in the market, as well as trends in the financial wellbeing of the company. The financial analysis and due diligence report allow for creditors or potential buyers to fully understand the company’s status and the status of the property. This, in turn, is designed so that buyers can make more informed decisions.
Our services: purchase assistance for commercial properties in Italy
Our team of experienced professionals aids non-Italian residents to ensure that their commercial property purchase process is understood and simple. Our expert team includes commercial, real estate, and tax lawyers; as well as real estate agents that can provide expertise and guidance on how to incorporate, acquire business loans, and conduct due diligence.
We can help entrepreneurs and owners prepare documentation for the purchase of the commercial real estate, as well as prepare business plans and other reports and advice that are essential to understanding the Italian market and securing funding. Not only this, but we make sure that we conduct exhaustive surveys and explorations of a seller’s company and financials and delve into the property to understand the property status to create a due diligence report that benefits you.
Get in touch