Buying an Italian company can give an international investor an established business, local relationships and an operating platform. However, the purchase price is only one part of the decision. The investor also needs to understand what is being acquired, which liabilities remain in the business and what must happen before completion.
For a buyer based abroad, legal due diligence should connect the commercial objective with the Italian documents, the acquisition structure and the contractual protections. Studio Bertaggia can coordinate that work in English, within a clearly defined professional engagement.
Before you commit to buying an Italian company
- Define whether you are acquiring shares, a business or selected assets.
- Check ownership, authority, financial exposure and the contracts that support the business.
- Screen regulatory approvals before fixing an unconditional completion date.
- Translate material findings into price, conditions, security and clear responsibilities.
1. Buying an Italian company: shares or assets?
In a share acquisition, the investor buys an interest in the company. The company normally remains the same legal entity, with its existing assets, contracts and liabilities. A change of shareholder does not erase an unpaid debt, a tax exposure or a pending dispute. Contractual change-of-control provisions may also become relevant.
An asset or business acquisition has a different perimeter. The parties must identify what is transferred, which consents and formalities apply, and whether statutory rules attach obligations to the transfer. It is unsafe to assume that selecting an asset structure makes the acquisition free of historical liabilities. Employment, tax and creditor issues need their own assessment.
The legal form of the target, the rights being transferred and the buyer’s ownership structure affect the documentation. Confirm the required corporate approvals, signatures, registration and any notarial involvement before committing to a timetable. This article provides a framework for planning, rather than a universal completion checklist.
2. Start with official records, then test the evidence
The Italian Business Register is an essential starting point. A current company report, or visura camerale, provides registered information about the entity and its officers. A historical report helps trace changes. These are official information sources, but a visura is distinct from a registry certificate and does not replace investigation of the underlying business. Source: Registro Imprese, company reports and certificates.
The company’s fascicolo can bring together filed articles, financial statements and other corporate information. Historical material may also help reconstruct ownership changes. Source: Registro Imprese, ordinary and historical company files.
Next, compare those records with the seller’s documents. Ask who owns the interest, whether it is encumbered, who can sign and whether transfer restrictions or third-party rights affect the transaction. Identify gaps, conflicting versions and documents that remain outstanding. A clean-looking summary is not evidence that every underlying issue has been resolved.
3. Build due diligence around the business you intend to operate
Buying an Italian company requires more than a standard questionnaire. The review should reflect the target’s sector, assets, workforce, markets and business model. A manufacturing business, a software company and a holding company present different legal questions.
| Area | Questions for the buyer |
|---|---|
| Corporate ownership | Are title, voting rights, shareholder arrangements and signing powers consistent? |
| Contracts and revenue | Can key customers, lenders or suppliers terminate or demand consent when control changes? |
| Debt and security | Which loans, guarantees, pledges and other commitments remain, and which must be released? |
| People and operations | What employment obligations, key-person dependencies, permits and operational restrictions matter? |
| Assets and compliance | Does the target own or validly use its property, technology and intellectual property? Are disputes or compliance failures unresolved? |
| Tax and accounts | Do specialist reviews identify unpaid liabilities, uncertain positions or adjustments affecting the valuation? |
Legal review, financial analysis and tax due diligence perform different functions. They should exchange relevant findings, but one should not be presented as a substitute for the others. Technical, environmental or cybersecurity investigations may also be necessary for the particular target.
4. Employment continuity requires separate attention
A transfer of a business may engage rules protecting employees and preserving employment rights. The EU framework addresses the transfer of employment rights and obligations, collective agreements and protection against dismissal solely because of the transfer. Its application, national implementation and any exceptional regime must be assessed for the actual transaction. Source: Directive 2001/23/EC, particularly Articles 1, 3, 4 and 5.
Therefore, request the employment documentation early. Examine accrued obligations, collective arrangements, disputes and any information or consultation process that may apply. A share acquisition and a transfer of a business are not interchangeable for this analysis.
5. Regulatory screening before buying an Italian company
Merger control
The applicable competition regime depends on the transaction and the undertakings concerned. AGCM’s ordinary Italian turnover thresholds, effective from 16 March 2026, are EUR 595 million of combined Italian turnover and EUR 36 million of individual Italian turnover for each of at least two undertakings concerned. These are turnover tests, not purchase-price limits; jurisdiction and calculation rules still need assessment. Source: AGCM, 2026 turnover thresholds.
Falling below both ordinary tests is not a complete screening exercise. AGCM has a statutory power to request notification of certain below-threshold transactions where the specified conditions and competition concerns are present. Its official guidance page records amendments adopted on 4 August 2026. Source: AGCM, below-threshold transactions.
Transactions with an EU dimension may instead fall within European Commission jurisdiction. The EU regime includes a standstill obligation: relevant concentrations must not be implemented before notification and clearance, subject to the applicable rules and exceptions. Do not assume that the EU and Italian procedural regimes are identical. Source: European Commission, merger procedures.
Strategic assets and sector permissions
Italy’s Golden Power framework is a separate assessment. Strategic activities and assets can engage government powers to impose conditions or oppose relevant transactions. The Ministry of Defence describes these powers in the defence and national-security context. This is not an exhaustive list of the framework’s wider scope. The target’s activities, assets, investor and transaction must be checked individually. Source: Ministry of Defence, Golden Power coordination.
Also identify sector-specific permissions, ownership restrictions, sanctions issues and any authorisation needed to operate after closing. Regulatory screening should inform the agreement, conditions and timetable before the buyer assumes an unconditional obligation.
6. Make the findings change the deal
A useful due-diligence report explains the significance of a finding and what the buyer can do about it. It should distinguish a reason to stop, a condition to satisfy before closing and an issue that can be managed after completion.
For example, an important customer contract may require consent when ownership changes. Depending on the commercial facts, the response might be a consent condition, an adjustment to the proposed terms or a decision not to proceed. Simply listing the clause leaves the investor to absorb the risk without a clear decision.
Contractual tools may include warranties, specific indemnities, disclosure schedules, price adjustments, escrow arrangements or other security. Their effectiveness depends on the wording, applicable law, limits, evidence and ability to recover from the relevant counterparty. A promise from a seller is not equivalent to money available to satisfy a claim.
7. Budget for ownership, not only completion
The investment budget should distinguish purchase price, transaction expenses, financing costs, working capital and post-completion obligations. Legal, financial, tax, technical, translation and notarial work may involve separate fees. A cheap initial review can become expensive if its exclusions omit the issues that drive the deal.
The acquisition structure also needs a separate tax assessment. Company-level taxation, the investor’s own tax position, financing, distributions and reporting obligations in the residence country are different questions. There is no single tax rate that describes the total cost of buying and holding an Italian business.
For the wider planning framework, see our guide to the real cost of running a foreign company and our international tax coordination services.
How Studio Bertaggia assists international buyers
The value of involving the Studio is a coordinated legal strategy that connects investigation, negotiation and implementation. An investor abroad needs findings explained in English, priorities identified and responsibilities assigned. A collection of documents alone does not achieve that.
Avv. Daniele Bertaggia, founder and managing partner, leads the firm’s legal coordination. Depending on the agreed mandate, assistance can include:
- Initial assessment: clarify the proposed target, buyer, acquisition structure, timetable and areas of risk.
- Legal due diligence: organise the document request, review the agreed legal areas and identify material gaps or issues.
- Negotiation: connect those findings to the proposed agreement, conditions, allocation of risk and completion steps.
- Coordination: work with accountants, tax advisers, notaries, technical specialists and foreign counsel where their input is required.
- Implementation: define the legal work needed for signing, completion and the agreed post-completion actions.
Gustavo Scriffignano supports relevant corporate and banking aspects; Justyna Pisyak coordinates enquiries and appointments. Scope, professional responsibilities, fees and any external-adviser costs are agreed for the individual instruction. Neither completion, regulatory approval nor investment performance can be guaranteed.
Discuss buying an Italian company before committing
Contact the Studio before signing binding terms or transferring a deposit. For the first enquiry, provide the target’s sector and location, the proposed structure, your country and any deadline. A short description is enough to organise an initial discussion; agree an appropriate channel before sending confidential transaction files.
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Legal and source review: 20 September 2026. This article provides general information for international investors, not a legal opinion on a specific acquisition. The rules, documents and professional work required depend on the transaction. Official sources are linked alongside the relevant points.