In 30 seconds
Before buying an Italian company, decide between a share deal and an asset (business) deal, run legal due diligence, and check whether the golden power rules require notifying the government. In strategic sectors, a non-EU buyer may have to notify.
US and UK buyers often look at Italian family businesses: a manufacturer, a hotel, a pharmacy chain. The legal checks are practical. This guide lists the points to cover with your advisers.
Share deal or asset deal
| Share deal | Asset (business) deal | |
|---|---|---|
| What you buy | The company and its history | The business: assets, contracts, staff |
| Liabilities | They stay in the company you now own | Some debts and obligations may pass to you; check carefully |
| Contracts and staff | Stay in place | Rules on transfer apply |
| Formalities | Share transfer | Deed and registrations |
The choice affects price, risk and timing. Ask the seller for the business’s accounting books and contracts before deciding.
Legal due diligence checklist
- Corporate records, shareholders and powers of the directors.
- Property title, mortgages, planning and building compliance.
- Main contracts, change-of-control clauses, leases and guarantees.
- Bank debts, guarantees and pending disputes: see collection rules for receivables.
- Employees, collective agreements, licences and permits.
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 buyer agrees to purchase the business of a hotel in Campania. During due diligence it finds that the building has an unregularised extension and that the seller owes suppliers. Because the structure was an asset deal, the buyer negotiates a price reduction and a guarantee instead of closing on the original terms.
The best path for you
Usually the best path is: (1) decide the structure with your tax advisers; (2) run legal due diligence before you commit money; (3) check the golden power early; (4) put warranties and conditions in the contract. Do not skip the property and permits checks.
Facing a similar situation? You can send your documents to the firm for an assessment, from anywhere in the world.
The golden power
Under Decree-Law 21/2012, as amended, the Italian government can review, condition or block transactions in strategic sectors such as defence, energy, transport and communications, and some others including 5G and cloud services. According to specialist guides, non-EU buyers must notify certain acquisitions in listed sectors, including thresholds of holding. Failure to notify can lead to heavy fines and unwinding of the deal. Whether your target is in scope must be checked on the current texts before signing.
Timing and agreements
- Sign an NDA and a letter of intent first, with exclusivity if you need it.
- Make closing conditional on any golden power outcome.
- Agree warranties and indemnities and how they are secured.
- Plan the power of attorney for signing remotely.
How attorney Fiorentino can follow you
- Prepare the due diligence checklist and review the documents.
- Check whether the golden power applies to your target.
- Draft or review the preliminary agreement and the closing documents.
Frequently asked questions
Is the golden power only for non-EU investors?
Rules differ by case and sector. Non-EU buyers face wider notification duties.
Do I need Italian counsel for due diligence?
Yes. Italian law governs title, permits and many contracts.
Can I buy remotely?
Often yes, with a power of attorney.
Does the firm advise on tax?
No. We coordinate with your tax advisers.
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.