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- You need premises under a suitable lease and the municipality’s authorizations.
- If you take over an existing business, check its debts before you pay.
- Always ask for a written draft and time to read it.
The lease for the premises
For commercial activities, a lease longer than a residential one is used, with limits on the landlord’s right to terminate. At the end of the relationship, the tenant may in some cases be entitled to an indemnity. Before signing, check that the premises are zoned for commercial use and comply with building and land-registry records, otherwise the business cannot start. Have an attorney read the lease.
Taking over an existing business
The transfer of a business (cessione d’azienda) moves a set of assets: equipment, contracts, goodwill and sometimes staff. The deed must be in writing and must be registered. Ask the notary or an attorney how to do it in your case, and what happens to the lease for the premises.
The debts of the transferred business
This is the point that most often surprises foreigners. Whoever buys a business may have to answer for some of the seller’s debts, including to employees and the tax authorities. For this reason, you check the financial statements, debts to suppliers, social security contributions and taxes before paying the price, and you write warranties into the contract.
Licenses and authorizations
Retail and food service generally require a notice filed with the one-stop shop for business activities (sportello unico per le attività produttive) of Roma Capitale. To serve food and drink, health and professional requirements also matter, along with special rules for certain areas of the center. Check the forms and requirements on the websites of Roma Capitale and the Lazio Region. For a B&B, the rules on tourist accommodation apply.
Company form
Many foreigners set up a limited liability company, which separates personal assets from those of the business. Formation, capital and compliance depend on the case. For tax and accounting aspects, turn to an accountant and the Revenue Agency (Agenzia delle Entrate). The firm does not handle the law or taxes of other countries.
Staff and ongoing contracts
If the business has employees, the employment relationship as a rule continues with the buyer. Also check suppliers, utilities and leases: not all of them pass automatically, and some carry penalties. Ask the seller for a written list of everything being transferred.
Before you sign
A deposit or advance paid in a hurry is hard to recover if the picture changes. For the company’s data, see the Rome Chamber of Commerce.
Typical case
A problem that comes up often. Typical case described in general terms: names, places and details do not refer to real people or cases.
A person living outside Italy takes over a small restaurant in Rome. After three months, requests arrive from suppliers who were not paid by the previous operator, along with a notice about a license that had not been transferred.
Frequently asked questions
Can I open without a company?
Yes, but with personal liability. The choice depends on the project.
Does the license pass with the business?
It depends on the type of business. Ask the municipality.
Learn more: Legal guides from Studio Legale Fiorentino.
The firm sees clients by appointment in Naples (P.zza Giovanni Bovio 22 and Via Monte di Dio 14), Rome and Bari, and remotely throughout Italy.
Original in Italian: https://www.studiolegalefiorentino.net/roma-aprire-attivita-locazione-commerciale-cessione-azienda/
Author: attorney Renato Giuseppe Fiorentino, Naples Bar. Informational text, not a substitute for advice on your case. For up-to-date details, consult the official websites mentioned in the text. It is not legal advice. The firm does not handle the law or taxes of other countries.
Do you have a similar issue?
Every situation depends on the documents of the specific case. You can contact the firm from anywhere, remotely.