In 30 seconds
A branch (sede secondaria) is part of your company: you answer directly for what it does. An S.r.l. is a separate Italian company with its own liability. Both are registered in the Business Register. Decide with your advisers, including tax advisers, before signing at the notary.
A US or UK company that wants customers, staff or premises in Italy has to choose how to appear. We deal with the Italian legal side and work with your tax advisers. If you are an individual starting out, see starting a business in Italy as an American.
How they differ
| Branch | S.r.l. subsidiary | |
|---|---|---|
| Legal status | No separate legal personality | Separate Italian company |
| Liability | Your company answers directly | Generally limited to the S.r.l.’s assets |
| Registration | Business Register | Notarial deed and Business Register |
| Accounts | Branch accounts in Italy, plus your parent documents | Statutory accounts filed in Italy |
These are the main differences reported by specialist guides. Tax treatment differs too and is outside the firm’s scope: take advice from your tax adviser.
Documents and people
- Certified copies of your company’s constitutional documents, with certified translation and, where required, apostille.
- A legal representative or director in Italy and a tax code for each person: see power of attorney for Italy.
- A registered office in Italy.
- Banking and anti-money-laundering checks, including the beneficial owner.
Frequent case
A problem that happens often. Frequent case described in general terms: names, places and details do not refer to real people or cases.
A US software company starts selling to Italian banks and opens a branch with one employee to avoid creating a new company. A customer then claims damages for a service failure and sues the branch. Because the branch is part of the US company, the claim can reach the whole company, not only the local activity.
The best path for you
Usually the best path is: (1) decide how much risk you want in Italy; (2) if you will have staff, premises or large contracts, an S.r.l. is usually the safer container; (3) fix the documents, translations and signatories before the notary appointment; (4) agree shareholder and exit rules in writing. This is not tax advice.
Facing a similar situation? You can send your documents to the firm for an assessment, from anywhere in the world.
Which one to choose
- Test the market: a branch is lighter, but your company carries the liability.
- Staff, premises, large contracts: an S.r.l. keeps risk in the Italian company.
- Partners or investors in Italy: an S.r.l. is usually easier.
- Later change: moving from branch to subsidiary is possible, but costs time.
What comes next
After registration: bank account, contracts with suppliers and customers, employment and premises. A commercial lease and a business transfer have their own rules: see opening a business in Rome. Shareholder rules and exit terms should be agreed at the start.
How attorney Fiorentino can follow you
- Compare branch and S.r.l. for your project from the legal side.
- Prepare the documents, translations and the power of attorney for the notary.
- Coordinate with your tax and accounting advisers.
Frequently asked questions
Is a branch cheaper and faster than an S.r.l.?
It is often lighter to set up, but you keep the liability. Compare costs with your advisers.
Can I sign remotely?
Often yes, through a power of attorney. See our guide on powers of attorney.
Does the firm give tax advice?
No. We work with your tax advisers.
Which notary do I use?
You choose freely. The notary Marco Fiorentino is an independent office, and you are free to choose another.
Related guides
Learn more: Legal guides from Studio Legale Fiorentino.
A company dispute or project in Italy?
Every situation must be assessed on the documents of the specific case. You can consult the firm from anywhere in the world: by video call, phone, WhatsApp or email. Appointments in person in Naples (Piazza Giovanni Bovio 22 and Via Monte di Dio 14), Rome and Bari.
Official sources
Information updated on October 13, 2026. This is general information, not legal advice. The firm does not advise on United States or United Kingdom law or taxes.
Do you have a similar issue?
Every situation depends on the documents of the specific case. You can contact the firm from anywhere, remotely.