Doing Business in Italy: Overview | Practical Law

Doing Business in Italy: Overview | Practical Law

A Q&A guide to doing business in Italy.

Doing Business in Italy: Overview

Practical Law Country Q&A 9-500-7799 (Approx. 41 pages)

Doing Business in Italy: Overview

by Giulio Coraggio, Giampiero Falasca, Goffredo Guerra, Raffaella Quintana, Antonio Tomassini and Roberto Valenti*, DLA Piper
Law stated as at 01 Mar 2022Italy
A Q&A guide to doing business in Italy.
This Q&A gives an overview of key recent developments affecting doing business in Italy as well as an introduction to the legal system; foreign investment, including restrictions, currency regulations and incentives; and business vehicles and their relevant restrictions and liabilities. The article also summarises the laws regulating employment relationships, including redundancies and mass layoffs, and provides short overviews on competition law; data protection; and product liability and safety. In addition, there are comprehensive summaries on taxation and tax residency; and intellectual property rights over patents, trade marks, registered and unregistered designs.

Overview

1. What is the general business, economic and cultural climate in your jurisdiction?

Economy

Italy has a diversified economy, ranked as the third-largest in the Eurozone and the eighth-largest in the world. The nominal GDP estimated for 2021 is about USD2.106 trillion, with a GDP pro capita of USD34,997 (25th in the world), but with a significant economic gap between north and south.
Industry accounts for about 29% of national income, and is dominated by the engineering, fashion, industrial design, iron and steel, and agro-food sectors, which not only have the greatest relevance in terms of turnover, employment and number of companies, but have made Italy famous throughout the world and made the country one of the EU's main exporters (2nd in Europe).
Italy's manufacturing sector, the sixth largest in the world, is mainly composed of small and medium-sized enterprises (SMEs), which make up more than 90% of Italian companies.
Agriculture and the tertiary sector are also very important, especially tourism, although this sector has been the most affected by the COVID-19 pandemic.
There is a high unemployment rate, particularly among women and young people.

Dominant Industries

Italy is renowned for its influential and high-quality food and beverages (it is the largest wine producer in the world), as well as its automobile, machinery, design and fashion industries. These sectors, which in many cases represent worldwide excellence and a benchmark for the market, are often clustered in several industrial districts that, according to Italian Institute of Statistics, represent about one-quarter of the Italian economic system.

Population and Language

Italy has a population of approximately 60 million inhabitants. Rome is the capital and the most populated city in the country, with nearly 3 million inhabitants.
The official language is Italian.

Business Culture

2. What are the key recent developments affecting doing business in your jurisdiction?

Key Business and Economic Events

As with other industrialised countries, the Italian economy has been severely affected by the COVID-19 pandemic. In 2020, GDP fell by 8.9%.
A recovery is currently underway and, as the vaccine campaign accelerates, GDP is estimated to have risen by over 5%. The government has implemented an unprecedented plan of incentives and expansionary measures. Additional fiscal policy support will continue to boost growth and maintain productive capacity, but will also raise public debt levels (which remains one of the highest in the world at more than EUR2,700 billion).
The government is focused on the implementation of the Recovery and Resilience National Plan (PNRR) to achieve a fairer, greener and more inclusive country, with a more competitive, dynamic and innovative economy. The funds allocated in the PNRR amount to over EUR300 billion, of which EUR210 billion are coming from the EU Next Generation programme, while the remaining part originates from the 2021-2026 budget planning.

Political Events

After the parliamentary elections in June 2018, Italy had two governments led by Giuseppe Conte (the first one composed by the League and Five Star Movement, the second one supported by Five Star Movement and the Democratic Party).
In February 2021, following Conte's resignation, President Sergio Mattarella appointed Mario Draghi, former president of the European Central Bank, to lead a national unity government supported by most Italian parties (including the League, Five Star Movement, Democratic Party and Forza Italia).
The next general parliamentary elections are scheduled for 2023.

New Legislation

As has been the case all over the world since the outbreak of the COVID-19 pandemic, in the last 18 months government action in Italy has focused primarily on the approval of measures aimed, on the one hand, at containing the health emergency and, on the other, at providing adequate economic relief to companies and businesses.
At the same time, the Draghi cabinet is working on the planning and implementation of the PNRR, which is an opportunity for unprecedented investments and reforms.
In this context, justice reform is underway, after a wait of some decades, even if it continues to be an area of political conflict.
One of the next main goals of the government is a broad reform of the tax system, for which an enabling law was presented in October 2021. Parliamentary and governmental work is currently underway.

Legal System

3. What is the general legal system in your jurisdiction?
The Italian legal system is based on civil law.
Legislative powers are exercised by the state and the regional authorities in compliance with the Italian Constitution and with the provisions of the EU legislation and international obligations. The Constitution indicates the matters in relation to which the Italian state has exclusive legislative power.
The main sources of law, listed according to hierarchy, are:
  • The "fundamental" principles from which "inviolable" rights derive.
  • The Italian Constitution and international treaties.
  • Constitutional laws and laws of constitutional reform.
  • EU legislation.
  • Ordinary national laws.
  • Law decrees and legislative decrees.
  • Regional laws.
  • Regulations.
  • Custom.

Foreign Investment

4. Are there any restrictions on foreign investment, ownership or control?

Government Authorisations

There are no general restrictions on foreign investment or ownership in Italian companies, and foreign investors can acquire a business and purchase interests under the same conditions applicable to national investors, subject to the conditions of reciprocity.
However, foreign investments in certain sectors defined as "strategic" are subject to the Italian "golden power" decree legislation (originally under Law Decree No 21/2012, then converted into law, and subsequently amended and implemented). These strategic sectors include:
  • Defence and national security.
  • The 5G broadband telecommunications network.
  • Energy.
  • Transport and communications.
  • Technology-intensive activities such as, among others, dedicated and public-access networks, service routers and long-distance networks, as well as the provision of broadband and ultrabroadband services.
In addition, the Italian decrees issued in response to COVID-19 introduced a series of provisions aimed at extending the scope of the golden power to a number of further sectors, including:
  • Critical infrastructure.
  • Critical technologies and dual-use items.
  • Security of supply of critical production factors, including energy and raw materials.
  • Food security.
  • Access to sensitive information, including personal data.
  • Media freedom and pluralism.
Under the golden power legislation, certain transactions and corporate resolutions adopted by companies holding strategic assets must be notified to the Italian government. The government can then, where deemed necessary:
  • Request information.
  • Impose specific rules or conditions.
  • Under certain circumstances, exercise a veto in relation to the notified transaction and/or corporate resolutions.
In addition, under a new regulation issued in response to COVID-19, until 31 December 2022 (this term was recently extended), the following transactions must be notified to the Italian government:
  • Acquisitions of shareholdings of any kind by foreign entities (including from the EU) that determine the permanent establishment of the purchaser through assuming control of a company operating in a strategic sector.
  • Acquisitions of shareholdings by foreign entities from outside the EU of at least 10% of the voting rights or capital of a company operating in a strategic sector, taking into account the shares or quotas already directly or indirectly held by the purchaser.
  • Acquisitions of shareholdings by foreign entities from the EU of at least 10% of the voting rights or capital of a company operating in a strategic sector, taking into account the shares or quotas already directly or indirectly held, when the total value of the investment is equal to or greater than EUR one million.
  • Acquisitions that exceed the thresholds of 15%, 20%, 25% and 50% of the capital of a company operating in a strategic sector.

Restrictions on Foreign Shareholders

Restrictions on Acquisition of Shares

Specific Industries

5. Are there any restrictions or prohibitions on doing business with certain countries, jurisdictions, entities, organisations or individuals?
Legislative Decree No 221/2017 contains provisions adapting national law to EU and international law, with particular reference to the provisions contained in EU regulations setting out restrictive measures against third countries subject to trade embargoes. The decree provides for criminal and administrative sanctions for those who export goods listed under EU restrictive measures or provide intermediation or technical assistance services in relation to such goods without the required authorisation.
6. Are there any exchange control or currency regulations or any registration requirements under anti-money laundering laws?
While there are no exchange controls in Italy, certain reporting requirements and/or restrictions are imposed under Legislative Decree No 231/2007, which implements Directive 2005/60/EC on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing (Third Anti-money Laundering Directive) and Directive 2006/70/EC implementing Directive 2005/60/EC on simplified customer due diligence procedures and exemption (Customer Due Diligence Directive).
Article 35 of Legislative Decree No 231/2007 requires a wide range of "obliged persons" (soggetti obbligati) to notify the Bank of Italy's Financial Intelligence Unit (Unità di Informazione Finanziaria) of transactions for which they "know, suspect or have reasonable grounds to suspect that money laundering or terrorist financing operations are being or have been carried out or attempted, or that the funds, regardless of their amount, originate from criminal activity". Obliged persons include, among others:
  • Banking and financial intermediaries, and other financial operators.
  • Professionals in the exercise of their profession in individual, associated or corporate form, as well as other non-financial operators.
  • Providers of gaming services.
A suspicion may be inferred from the characteristics, size and nature of the transaction or from any other circumstance known to the reporting persons by reason of their functions, taking into account also the economic capacity or activity of the persons to whom the transactions relate.
From 2021, all financial transactions equal to or higher than EUR5,000 must be reported every month by banks, post offices and financial intermediaries to the Bank of Italy's Financial Intelligence Unit.
From 1 January 2022, it is also prohibited to transfer cash and bearer securities in Euros or foreign currency between different persons or entities when the total value of the transfer is equal to or greater than EUR1,000.
Specific reporting obligations are also set out by Legislative Decree No 195/2008, under which any person who enters or leaves the national territory with more than EUR10,000 in cash must declare the amount to the Customs Agency (Agenzia delle Dogane). Any breach of these provisions can be punished by an administrative fine of between:
  • 10% to 30% of the amount transferred or attempted to be transferred in excess of EUR10,000, if that amount does not exceed EUR10,000 (with a minimum of EUR300).
  • 30% to 50% of the amount transferred or attempted to be transferred in excess of EUR10,000, if that amount exceeds EUR10,000.
Decree 231/2007 sets out registration obligations for beneficial owners. Companies registered in the Companies' Register must communicate information on their beneficial owners to the Register of Companies, to be kept in a special section with restricted access. Failure to provide this information is punishable with the same administrative sanctions provided for in Article 2630 of the Civil Code. However, the register of beneficial owners has not yet been set up, so the original deadline for registration, set at 15 March 2021, has been postponed.
7. What grants or incentives are available to investors?

Grants

There are a number of incentives and support measures aimed at encouraging economic recovery as well as foreign investment, some of them focusing on strategic sectors or on crisis locations.
Certain different grants and incentives are available for new businesses, particularly in rural areas and in the south of Italy, including:
  • Central government grants.
  • Regional development grants.
  • Redeployment grants.
  • Grants from provincial authorities and local communities.

Incentives

Patent box. For business income holders, an optional preferential taxation regime was in place (known as a "Patent box") for income deriving from the use or the concession in use of certain types of intangible assets. The "Fisco-Lavoro Decree" (Decree-Law No 146 of 2021), profoundly innovated and in fact replaced the Patent Box rules with a new option for a "enhanced tax deduction" applicable to certain IP-related research and development expenses.
The new relief mechanism consists in the possibility of increasing by 110% the tax deduction of costs incurred in relation to eligible intangible assets (commercial trade marks are not covered), relevant for both income tax and regional production tax (IRAP) purposes. The benefit can be obtained in the fiscal year when the intangible asset is patented, copyrighted or legally protected and can be used to deduct all the costs incurred in relation to the eligible assets in that year and in the previous eight years.
Tax credits. An important tax advantage is accorded to companies who invest in R&D, in the form of a tax credit. Tax credits are available for investments in qualifying R&D activities, ecological industrial transition, technological innovation and other innovative activities as follows:
  • For qualifying R&D activities the tax credit is equal to 20% of eligible expenses, up to EUR4 million per year and net of any subsidies or contributions received.
  • For qualifying technological innovation activities, the tax credit is equal to 10% (15% for ecological industrial transition and digital innovation activities) of eligible expenses, up to EUR2 million per year and net of any subsidies or contributions received.
  • For other qualifying innovative activities, the tax credit is equal to 10% of eligible expenses, up to EUR2 million per year and net of any subsidies or contributions received.
Under the 2022 Budget Law (Law No 234/2021), the tax credit rates are expected to decrease starting from fiscal years 2013/2024.
Companies resident in Italy that invest in new capital goods (both tangible and intangible) intended for production facilities located in Italy benefit from a tax credit that varies according to the asset being invested in.
Incentives are also available to persons that invest in innovative start-up companies. The incentives depend on whether the investor is liable to personal income tax (IRPEF) or corporate income tax (IRES). Companies can deduct 30% of the amount invested (up to EUR1.8 million per fiscal year) from their taxable income.
Allowance for Corporate Equity (ACE) regime. Resident companies and domestic permanent establishments of non-resident entities can benefit from the ACE regime. The ACE regime provides for the deduction of a resident company's (or a permanent establishment of a non-resident entity's) notional yield on its net (qualifying) equity increases. The yield is calculated by applying a defined rate (currently 1.3%) to the increase of a company's net equity as compared to its accounting net equity on 31 December 2010.

Foreign Investors

Non-resident companies may be eligible for certain grants and incentives.

Business Vehicles

8. What are the most common forms of business vehicle used in your jurisdiction?

Main Business Vehicles

The main types of corporate vehicles used for investments in Italy are:
  • Limited liability companies (società a responsabilità limitata) (Srls).
  • joint stock companies (società per azioni) (SpAs).
The SpA is characterised by its liability being limited to its assets and its participation being represented by shares. SpAs can issue bonds, which allow it to obtain financing on more advantageous terms than other ordinary forms of funding, usually with a medium or long-term credit obligation. The right to issue bonds is not available for Srls, which can instead issue specific debt securities under Article 2483 of the Italian Civil Code.
Traditionally, Srls were used for smaller companies, although they are now used also for larger businesses, as they are characterised by greater organisational flexibility.
In 2012, a sub-type of Srl, the simplified limited liability company, was introduced in Italy. Its main characteristics are the possibility of setting up with a minimum share capital of one euro (and a maximum of EUR9,999.99) and the need to draft the articles of association in accordance with a standard model. The 2013 legislation has significantly changed the regulation of this company by eliminating the previous prohibitions on the participation of quotaholders over 35 years of age and on assigning management to persons outside the company.

Foreign Companies

9. What are the main formation, registration and reporting requirements for the most common corporate business vehicle used by foreign companies in your jurisdiction?

Registration and Formation

Both SpAs and Srls can be incorporated by a deed of incorporation drafted by a notary public. Under the Italian Civil Code, the deed of incorporation must indicate the:
  • Shareholders.
  • Company name.
  • Corporate purpose.
  • Amount of the corporate capital.
  • Management of the company and the persons entrusted with it.
  • Duration of the company.
There is a wide degree of freedom in relation to the choice of the company's name, subject to compliance with general principles of public order and morality, as well as good faith and correctness.
The deed of incorporation, including the articles of association of the company, must be filed by the notary public with the competent Companies' Register of the municipality where the company will have its registered office. The most time-consuming exercise is usually the drafting of the articles of association and the collection of the documents to be provided to the notary public. Following the incorporation meeting before the notary public, the subsequent filing usually takes three to four days (or a slightly longer period depending on the notary and workload of the relevant Companies' Register).
The Companies' Register is a public electronic register provided for by the Civil Code that contains all the main information on companies (name, articles of association, directors, registered office, and so on) and all subsequent events affecting them after registration. The Companies' Register Office is established at each regional Chamber of Commerce (see website, www.registroimprese.it).

Reporting Requirements

The directors must prepare annual accounts consisting of the:
  • Balance sheet.
  • Income statement.
  • Financial statement.
  • Explanatory notes.
The annual accounts must be approved by the shareholders' meeting within 120 days of the end of the financial year. The articles of association can provide for a longer period of up to 180 days for companies required to prepare consolidated financial statements or with particular needs relating to the company's structure and purpose.
The filing of the annual accounts entails the payment of stamp duty and secretarial fees of approximately EUR130.

Share Capital

SpAs. SpAs must have a minimum capital of EUR50,000 for incorporation. At least 25% of the contributions in cash (or the entire amount in the case of incorporation by unilateral deed) must be paid into a bank when the deed of incorporation is signed.
Srls. Srls can have a corporate capital of less than EUR10,000 but of at least one euro. If the corporate capital is less than EUR10,000, the contributions must be in cash and must be paid to the directors in full on incorporation. If the corporate capital is equal to or higher than EUR10,000, at least 25% of the corporate capital must be paid to the directors on the execution of the deed of incorporation, while the remaining amount can be paid later.

Non-Cash Consideration

An SpA's shareholders and Srl's quotaholders can contribute assets-in-kind or receivables. However, unless otherwise stated by the articles of association, the contribution must be made in cash.
For a contribution of assets in kind, there must be a:
  • Sworn report prepared by an expert appointed by the competent court, containing a description of the assets or receivables contributed.
  • Statement that the assets' value is at least equal to the value attributed to them for the purposes of determining the share capital and any share premium, and the valuation criteria.
Shareholders cannot contribute to SpAs through the provision of work or services.
In Srls, all assets capable of economic valuation can be contributed to the company. The contribution can also be made in the form of an insurance policy or a bank guarantee whereby the obligations assumed by the quotaholder concerning the performance of work or services for the company are guaranteed for the full value assigned to them. Quotaholders contributing assets in kind or receivables must submit a sworn appraisal from a registered statutory auditor or auditing firm. The report must be attached to the articles of association and must contain:
  • A description of the assets or receivables contributed.
  • An indication of the valuation criteria adopted.
  • A statement that the value of the assets or receivables is at least equal to that attributed to them for the purposes of determining the share capital and any share premium.

Rights Attaching to Shares

Restrictions on rights attaching to shares. An SpA's shareholders are normally granted a number of shares in proportion to the part of the share capital subscribed to, for a value not exceeding the value of their contribution. However, the articles of association can provide for a different assignment of the shares. The shares must be of equal value and entitle the shareholders to equal rights. However, the articles of association or their subsequent amendments can create categories of shares with different rights, including with regard to the coverage of losses. Subject to certain legal restraints, the articles of association can also provide for:
  • The creation of shares without voting rights or with voting rights limited to particular items or the fulfilment of particular conditions (condizioni non meramente potestative). The value of such shares cannot exceed half of the share capital in total.
  • Voting rights to be limited to a maximum amount, or split up, depending on the number of shares held by the same person.
  • The creation of shares with multiple voting rights for particular items or subject to the occurrence of particular conditions. A multiple-voting share can have up to three votes.
An Srl's quotaholders are granted rights in proportion to their participation in the corporate capital. Unless the articles of association provide otherwise, the quotaholders' membership interests are determined in proportion to their contributions. However, the articles of association may provide for the attribution to certain quotaholders of particular rights concerning the administration of the company or the distribution of profits.
In both SpAs and Srls, the articles of association can also impose special conditions on the transfer of an interest (for example, the approval of the other shareholders or the company's bodies) and may prohibit the transfer for a certain period of time.
Automatic Rights Attaching to Shares. Except where special rights or restrictions are specified under the articles of association, both an SpAs's shareholders and Srls' quotaholders have both:
  • Patrimonial rights, such as the right to receive dividends or a pro rata share of net assets resulting from a liquidation, the right to withdraw from the company and so on,
  • Administrative rights, such as the right to receive information and participate and vote in shareholders' meetings and challenge resolutions.
10. What is the standard management structure and key liability issues for the most common form of corporate business vehicle used by foreign companies in your jurisdiction?

Management Structure

SpAs. The management of SpAs can be organised according to three distinct models:
  • Traditional model, where the SpA is managed by either a board of directors, or by a sole director.
  • Monistic model (sistema monistico), where management and control are carried out by a board of directors and a committee set up within it.
  • Dualistic model (sistema dualistico), where management is entrusted to a management board (consiglio di gestione), elected by the supervisory board (consiglio di sorveglianza), which in turn is elected by the shareholders' meeting.
Srls. Management of Srls is carried out by a sole director or a board of directors. Directors can also act jointly or severally, or there may be a form of mixed administration, requiring joint actions for certain acts and/or categories of acts.

Management Restrictions

Foreign directors must apply for an Italian tax code to register their appointment with the Companies' Register. In addition, for some jurisdictions it can be necessary to assess whether the reciprocity condition is satisfied, and therefore whether certain management restrictions apply to Italian directors in the jurisdiction from where the foreign director originates.

Directors' and Officers' Liability

SpAs. Directors of SpAs are jointly and severally liable towards the company:
  • For any damage resulting from the failure to comply with their duties under the law or the articles of association including, among other things, the duty to disclose any interest the director may have in a transaction to the board of directors and the board of statutory auditors (unless the breach related to powers vested in the executive committee or to functions specifically assigned to one or more directors).
  • If, being aware of damaging facts, they have not done what they could to prevent the damages from occurring or to eliminate or mitigate the damages.
Directors can also be held liable towards company creditors for any breach of their duty to preserve the company's assets.
Any shareholder or third party can bring an action for any direct damages arising from wilful misconduct or negligent behaviour of the directors.
Srls. Directors of Srls are jointly liable towards the company, shareholders, directly damaged third parties and creditors for damages resulting from the failure to comply with their duties.

Parent Company Liability

In both SpAs and Srls, only the company is liable for the company's obligations. However, in the event of company's insolvency, a sole shareholder or quotaholder can have unlimited liability for obligations arising during the period when the shares were owned by one person if the relevant capital contributions or publicity formalities concerning the identity of the sole shareholder or quotaholder were not carried out.
In addition, Articles 2497 et seq of the Italian civil code provide for a specific liability of a parent company towards the shareholders and creditors of its subsidiary if the parent directs and co-ordinates the activities of the subsidiary and exercises that power for its own benefit or for the benefit of third parties in breach of correct corporate and business management. The shareholders and creditors of the subsidiary can submit a claim for damages against the parent company as well as towards any other entity or individual that took part in the detrimental direction and co-ordination for the damage caused to the profitability and value of their shareholding and the subsidiary company's assets.

Environment

11. What are the main environmental regulations and considerations that a business must take into account when setting up and doing business in your jurisdiction?
The Italian environmental law regulates a very wide group of issues that are often crucial when a new business is set up. For instance, in the industrial sector, it is very important to obtain the proper environmental authorisations, such as the Integrated Pollution Prevention and Control (IPPC) Authorisation or the Sole Environmental Permit (Autorizzazione Unica Ambientale). These permits cover:
  • Air emission authorisations.
  • Waste discharge authorisations.
  • Noise impact assessments.
The regulations on waste disposal also impose a wide range of duties and obligations for business operators (to have proper permits, to file waste forms and so on).
Depending on the kind of business, additional permits may be required (for instance authorisation for plants producing energy from renewable sources, authorisation for telecommunications, and so on).

Employment

Laws, Contracts and Permits

12. What are the main laws regulating employment relationships?
The main sources of Italian employment law are:
  • EU directives and regulations.
  • The Italian Constitution.
  • Civil law.
  • Applicable collective bargaining agreements, which can be subdivided into:
    • national collective bargaining agreements;
    • territorial agreements;
    • company-level labour agreements.
  • Case law (although precedents are not binding as in common law jurisdictions).

Foreign Employees

The legal framework above also applies to foreign employees working in Italy. Depending on the duration and reason of the immigration, work permits are required for non-Italian nationals/non-EU citizens.

Employees Working Abroad

The parties can choose the law that governs the employment contract. If the work is performed abroad, Italian law does not normally apply unless the parties have chosen Italian law as the applicable law. Temporary work abroad generally does not affect the applicable legal regime chosen, but if the foreign activity exceeds a certain scope (evaluated on a case-by-case basis), any provisions of the foreign law that provides a more favourable legal position for the employee than the home country's provisions are then applied.

Mandatory Rules

The legal framework of Italian employment law is mandatory, and parties can only derogate in order to increase the level of protection granted to the employee.
13. Is a written contract of employment required?
Employment contracts do not have to be in writing, but certain information must be provided to the employees within 30 days of the commencement of the employment relationship. However, some specific employment clauses are not valid unless they are put in writing (such as a fixed employment terms, probation clauses, non-compete covenants, and so on). Therefore, it is strongly recommended to provide employment contracts in writing.

Main Terms

The main terms to be provided when drafting an employment contract are:
  • Job duties.
  • Work hours.
  • Salary.
  • Place of work.
Employment contracts may also set out non-salary benefits or variable compensation.

Implied Terms

A large number of statutory laws apply irrespective of any reference to them in the employment contract. The employment relationship is regulated by implied terms with regard to, for example:
  • Notice periods.
  • Holidays.
  • Sick leave and maternity leave.
  • The employee's duties of due diligence, care, obedience and non-competition.

Collective Agreements

Collective bargaining agreements regulate several labour issues in relation to:
  • Execution and performance (such as working hours, minimum remuneration, trial period, annual leave, other leaves, health insurance, social insurance, and so on).
  • Termination of employment (notice period, resignation, and so on).
14. Do foreign employees require work permits and/or residency permits?
Non-EU workers required work permits, depending on the duration and reason of the immigration. EU citizens are generally entitled to work in another EU country and to travel to another country to look for employment.

Work Permits

The procedure for non-EU workers not yet residing in Italy to undertake an employment relationship in Italy under Article 22 of Decree Law No 286/1998is very complex.
There is no fixed time frame for obtaining these permits. Costs for the procedure vary yearly (for 2021 the maximum amount was EUR130,46).

Residency Permits

A non-EU worker must begin the process to obtain a residence permit by supplying their contract for employment to the relevant administrative office within eight days from arrival in Italy.
A residence permit is not necessary for short visits, business, tourism or study for a period not exceeding three months.

Termination and Redundancy

15. Are employees entitled to management representation and/or to be consulted in relation to corporate transactions (such as changes in control, redundancies and disposals)?
Trade unions are the main form of employee representation in Italy.
The employer must consult trade unions in case of a transfer of business, collective dismissal or other restructuring process. Trade union representatives may have a right to information and consultation on matters specified in the applicable collective bargaining agreement.
16. How is the termination of an individual's employment regulated?

Termination

Termination is permissible on the following grounds:
  • Just cause. This is an irremediable and serious breach of trust (serious violation of contractual duties) between the parties to the employment relationship. The employer must follow a specific procedure, after which the contract terminates immediately without notice.
  • Justified reason. This can be subjective (a breach of employee's contractual obligation less serious than just cause) or objective (such as redundancy). In this case, the contract terminates with notice.

Fair Dismissal

Dismissals must be justified and notified in writing with the reasons for dismissal set out. If the dismissal is due to just cause/subjective reasons, a special disciplinary procedure must be complied with.
Statutory Minimum Notice. Notice is governed by the collective bargaining agreements, and varies depending on the employee's enrolment level, category and tenure.
Severance Payment. In all cases of termination (including for just cause) the employer must pay severance pay. Employees are also entitled to receive an indemnity in lieu of any holidays or permits accrued and not used, as well as a pro-rata portion of any supplementary salary payments.

Unfair Dismissal

Grounds for Unfair Dismissal. Dismissals are usually considered unfair if the judge finds there are no grounds for the dismissal (such as in a dismissal on discriminatory grounds). A dismissal is also considered unfair if it is not notified in writing or without following the legal procedure.
Remedies. If the court finds that there are no grounds for a dismissal, the employment relationship is declared terminated at the date of the dismissal and the employer may be required to reinstate the employee or pay compensation depending on various elements (such as the unlawfulness of the dismissal, length of service of the employee, numbers of employees employed by the company and so on).
If the dismissal is deemed to be for discriminatory reasons, the employer can be required to reinstate the employee and to pay compensation equal to the salary due during the period between the dismissal and the reinstatement (less any salary earned by the employee in that time frame).

Class of Individuals

Terminations are prohibited or restricted in circumstances involving:
  • Discrimination
  • Retaliation.
  • Pregnant women and mothers of children under one-year old.
  • Women getting married.
  • Disabled employees, in certain circumstances.
17. Are redundancies and mass termination regulated?

Redundancies and Mass Termination

An employer employing more than 15 employees (averaged over the six months preceding the collective dismissals) making five or more employees redundant over a period of 120 days or less must apply a special collective dismissal procedure, which includes a duty to inform and consult employee representatives.

Procedural Requirements

The employer must give written notice of the intention to dismiss to the trade unions, employee representatives and the local Labour Office, giving details of the:
  • Reasons for the collective dismissals.
  • Employees to be dismissed.
  • Time schedule.
  • Measures proposed, if any.
Within seven days of issuing its written notice and at the request of the national trade unions and works councils, the employer must meet with the union for a joint meeting. The consultation process can take a maximum of 45 days (this period is halved when fewer than ten employees are involved).
The employer must inform the trade unions and the Labour Office of the results of the consultation process, indicating the relevant reasons if no agreement has been reached. There is no obligation on the employer to reach an agreement with the trade unions. However, if an agreement is reached, it will determine the process.
If no agreement is reached at the end of the initial 45-day period, a further mediation process will be attempted by the Labour Office. This additional phase must end within 30 days (15 days if fewer than ten employees are affected). The Labour Office can make proposals for alternative solutions. However, there is no obligation for the employer to accept any such proposals.
The employer can give written notice of termination to the employees only after (and within 120 days from) the completion of the procedure, although the employer and the unions may agree a different term.

Tax

Taxes on Employment

18. In what circumstances is an employee taxed in your jurisdiction?

Taxes on employment

In general, employment income that is connected to the Italian territory is subject to Italian individual income tax, which is levied on personal income (in money or in-kind) falling under the categories set out by the Income Tax Law. Those categories include income from employment activity.
Personal income tax (IRPEF) applies to both resident and non-resident individuals, as follows:
  • Resident individuals are taxed on their worldwide income.
  • Non-resident individuals are taxed only on income that is regarded as Italian-sourced based on criteria outlined in the Income Tax Code.

Tax Residence

For personal income tax purposes, Italian residents are persons, whether nationals or not, who for most of the tax year (more than 183 days a year, whether consecutive or not) are either:
  • Registered in the Civil Registry of the Resident Population (a formal requirement).
  • Resident in Italy, that is, they have their habitual abode in Italy (as may be documented by evidence).
  • Domiciled in Italy. The domicile of a person is the place where they have established the principal centre of their business and personal interests (as may be documented by evidence).
19. What income tax, social security and other tax or contributions must be paid by the employee and the employer during the employment relationship?

Income Tax

Income from employment is subject to personal income tax (IRPEF) withheld by the employer at progressive rates, from 1 January 2022 after the amendments of 2022 Budget Law, as follows:
  • Less than EUR15,000: 23%.
  • Between EUR15,000 and EUR28,000: 25%.
  • Between EUR28,000 and EUR50,000: 35%.
  • Above EUR50,000: 43%.
In certain situations, including where an individual working in Italy is employed by a non-resident employer that does not operate through an Italian permanent establishment, the employee must self-declare employment income received and pay the corresponding personal income tax.

Employers

Both employees and employers must contribute to the social security system. Italian employers must register with the Italian Security Administration (Istituto Nazionale Previdenza Sociale) (INPS) to pay social security contributions for employees. The total social security contribution rate is around 40% of the employee's gross compensation and depends on the work activity performed by the company, the number of employees of the company, and the employee's position. The employer's charge generally is around 30% of the salary, while the employee's charge is around 10%.

Business Vehicles

20. When is a business vehicle subject to tax in your jurisdiction?

Tax Resident Business

Resident and non-resident business entities are both subject to Italian corporate income tax (IRES):
Resident companies and entities are taxed on their worldwide income, although they may elect to exempt income derived through foreign permanent establishments (the "branch exemption").
Non-resident companies and entities are subject to tax in Italy only on Italian-source income.
A company is considered resident if one of the following is located in Italy for the majority of the fiscal year:
  • Its registered office/legal seat (this can be easily assessed by the instrument of incorporation).
  • Its place of effective management (where management decisions are taken) (as may be documented by evidence).
  • Its main business purpose. This can be assessed in the instrument of incorporation but may also be assessed through a substantive test relating to the activities actually carried out.
Among these criteria, the prevailing case law gives prominence to the place of effective management.
In general terms, a non-Italian tax resident business is subject to tax only if, and to the extent that, it operates in the Italian territory through a permanent establishment (PE).
The Italian tax law's definition of a PE substantially follows the OECD Model Tax Convention. The PE concept is defined as a fixed place of business through which the activity of a non-resident company is wholly or partly carried on in Italy. Certain fixed places of business (such as a place of management, branch, office, factory, workshop, or a mine, oil or gas well quarry or other place for the extraction of natural resources) are presumed to constitute a PE, unless the taxpayer provides evidence to the contrary. However, a fixed place of business is not deemed to be a PE in Italy if it is used only to perform certain preparatory or auxiliary activities.
A PE also exists where the foreign enterprise does not directly carry out business activity in Italy through a fixed place of business but through a "person" (either a legal entity or an individual, whether or not employee of the enterprise) meeting the following cumulative requirements:
  • The person acts in Italy on behalf of the foreign company.
  • The person has and habitually exercises in Italy an authority to conclude contracts in the name of the foreign company.
  • The person's activities are not limited to the purchase of goods or merchandise for the foreign company.
  • The person is not a broker, a general commission agent, or any other person with independent status, acting in the ordinary course of their activities.
A personal PE also arises if the person habitually plays the principal role in the conclusion of contracts that are routinely concluded without material modification by the foreign enterprise in its own name. This targets situations where contracts are substantially negotiated in Italy but are not formally concluded in Italy because they are finalised or authorised abroad.

Non-Tax Resident Business

21. What are the main taxes that potentially apply to a business vehicle subject to tax in your jurisdiction?

IRES and IRAP

Italian corporate entities are subject to corporate income tax (IRES) and regional production tax (IRAP). The standard rates are 24% for IRES and 3.9% for IRAP.

Timing and Filing Requirements

The ordinary taxable period is 12 months, but conformity with the calendar year is not required. IRES and IRAP returns must be filed by the end of the 11th month following the tax year-end (if the tax period of the company or entity coincides with the calendar year, the deadline for filing the return is the 30th of November of each year).
For IRES and IRAP purposes, the tax law provides for both advance payments and settlement payments. As a general rule, the advance payments are equal to the net tax liability for the previous fiscal year and are due during the fiscal year to which they refer.
Advance payments are split into two instalments:
  • 40% by the end of the sixth month following the tax year-end.
  • 60% by the end of the 11th month following the tax year-end.
Settlement payments are due by the end of the sixth month following the tax year-end to which they refer.
Tax payments must be made through a specific form filed electronically with the tax authorities (form F24).

Dividends, Interest and IP Royalties

22. How are the following taxed:
  • Dividends paid to foreign corporate shareholders?
  • Dividends received from foreign companies?
  • Interest paid to foreign corporate shareholders?
  • Intellectual property (IP) royalties paid to foreign corporate shareholders?

Dividends Paid

As a general rule, dividends paid by companies resident in Italy to non-residents are subject to withholding tax at 26%, regardless of the nature of the recipient.
However, withholding tax is not applied if the non-resident owns a permanent establishment in Italy to which the shareholding is attributable, or falls under the exemption regime provided by Directive 90/435/EEC on the taxation of parent companies and subsidiaries (Parent-Subsidiary Directive). The amount of taxation may also be reduced if an applicable double tax treaty provides for more favourable rates.
To ensure full compliance with the principles of freedom of establishment and free movement of capital, withholding tax on outbound dividend payments applies at a 1.2% rate if the foreign company is:
  • Resident in a member state of the EU or a member of the EEA included in the list of countries that allow for adequate exchange of information.
  • A taxable entity for the purposes of its local corporate income tax.
If all the requirements provided by the Parent-Subsidiary Directive are met, no withholding tax is levied on the outbound flow of dividends.

Dividends Received

As a general rule, foreign-source dividends paid by companies to Italian resident corporate taxpayers are 95% exempt from corporate income tax (IRES). Since the ordinary rate (24%) applies to the amount subject to tax (5%), the effective tax rate is 1.2%. However, the exemption does not apply if the foreign company is resident in a tax-favourable country, or, in some cases, an interposed entity of an entity resident in a tax-favourable country.

Interest Paid

Interest income paid to non-residents is subject to a withholding rate of 26%, or 12.5% on interest from government bonds and bonds issued by certain project finance companies (project bonds). The tax rate may be reduced or exempted under double taxation treaties between Italy and the country of residence of the recipient. If all the requirements of Directive 2003/49/EC on interest and royalty payments (Interest and Royalty Directive) are met, no withholding tax is levied on the outbound flow of interest.

IP Royalties Paid

IP royalties paid to non-residents are subject to a withholding rate of 30%, which is normally applied to 75% of the gross amount of the payment, resulting in an effective rate of 22.5%. The withholding rate may be reduced or exempted under double taxation treaties between Italy and the country of residence of the recipient. If all the requirements of the Interest and Royalty Directive are met, no withholding tax is levied on the outbound flow of royalties.

Groups, Affiliates and Related Parties

23. Are there any thin capitalisation rules (restrictions on loans from foreign affiliates)?
Italian tax law does not have thin capitalisation rules. However, there is a general limitation on the deductibility of interest expenses. The deductibility of "net interest expenses" (interest expenses less interest income) is limited to the 30% of the gross operating income (EBITDA) derived through the core business of the company (excluding depreciation, harmonisation and financial leasing expenses for capital goods). Interest expenses (or other similar financial payments) must arise from a contractual relationship with a (prevalent) financial cause. However, net interest expenses exceeding 30% of EBITDA can be carried forward without time limitations. In addition, if a company is part of a domestic tax consolidation group, the exceeding amount can be used to offset the taxable income of another company within the tax consolidation group (within the general limits).
24. Must the profits of a foreign subsidiary be imputed to a parent company that is tax resident in your jurisdiction (controlled foreign company rules)?
Under Italian controlled foreign company (CFC) rules, the profits realised by a non-resident entity can be attributed to a resident entity if the non-resident is controlled, directly or indirectly, by the Italian resident. The CFC rules apply if the controlled non-resident entity meets two cumulative conditions:
  • It is subject to an effective tax rate that is lower than 50% of the Italian tax rate that would apply if the entity was tax resident in Italy
  • More than 1/3 of its total revenues derives from passive-income sources, including certain inter-company transactions.
If these conditions are met, all the profits of the non-resident entity are allocated to the resident entity in proportion to its participation in the non-resident entity.
Foreign taxes paid by CFCs are recoverable through a corresponding tax credit.
An Italian resident can be exempted from the CFC rules by a ruling from the Italian Tax Authority that the controlled non-resident entity is engaged in a genuine economic activity involving the use of personnel, equipment and assets.
25. Are there any transfer pricing rules?
Under the Italian transfer pricing rules, income must be assessed under the arm's length principle in relation to economic activities with non-resident companies that either:
  • Directly or indirectly control the resident enterprise.
  • Are controlled by the resident enterprise.
  • Are controlled by the same company that controls the resident enterprise.
On 14 May 2018, the Italian Ministry of Finance published a Decree conforming the Italian transfer pricing rules with international standards, taking into account the OECD BEPS Project and the 2017 OECD Transfer Pricing Guidelines. As listed by the OECD Transfer Pricing Guidelines, Article 4 of the Decree sets out five transfer pricing methods that are considered to be legitimate and in accordance with the arm's length principle.
Under the Italian elective penalty protection regime, if the taxpayer prepares the proper documentation before the deadline for filing the annual declaration and communicates it in the declaration, no penalty will be charged in case of transfer pricing adjustments (penalties on the eventual adjustments can range between 90% and 180% of the higher taxable amount).
Proper transfer pricing documentation is indicated in the operative guidelines issued by the Director of the Italian Tax Authority in November 2020.

Customs Duties

26. How are imports and exports taxed?
Imports from non-EU countries are generally subject to Italian VAT, although some transactions are exempted. Generally, exports are not subject to Italian VAT.
Customs duties and excise taxes may be charged, depending on the nature of the imported/exported good.

Double Tax Treaties

27. Is there a wide network of double tax treaties?
Italy has about 115 currently in force double tax treaties, which are generally in line with the OECD model tax treaty in force at the time of signing.

Competition

28. Are restrictive agreements and practices regulated by competition law? Is unilateral (or single-firm) conduct regulated by competition law?

Restrictive Agreements and Practices

Restrictive agreements and practices are regulated in Italy under Article 101 of the Treaty on the Functioning of the EU (TFEU) and Article 2 of Italian Law No 287/1990 (Competition Act). Article 2 of the Competition Act is consistent with Article 101 of the TFEU, and prohibits any agreement or concerted practice between undertakings that has as its object or effect the prevention, restriction or distortion of competition within the national market (or a material part of it) by:
  • Directly or indirectly fixing purchase or selling prices or any other contractual conditions.
  • Preventing or limiting production, markets and access to markets, investments, technical development or technological progress.
  • Sharing markets or sources of supply.
  • Applying dissimilar conditions to equivalent transactions with other parties, thereby placing them at an unjustified competitive disadvantage.
  • Making the conclusion of contracts subject to acceptance by the other parties of supplementary obligations that, by their nature or according to commercial usage, have no connection with the subject of such contracts.
Agreements and concerted practices violating Article 2 of the Competition Act (and/or Article 101 of the TFEU) are null and void. Violation of Article 2 of the Competition Act (and/or Article 101 of the TFEU) can give rise to:
  • Fines by the Italian Competition and Market Authority (Autorità Garante Della Concorrenza e Del Mercato) of up to 10% of the turnover achieved in the last financial year by the undertakings involved in the infringement.
  • Civil actions against the infringer for:
    • a finding of the infringement;
    • a declaration of the nullity of the agreement concerned; and
    • compensation for damages.
Article 2 of Law no 287/1990 and Article 101 of the TFEU are applicable to both national and foreign entities.
EU competition regulations, such as Regulation (EU) 330/2010 on the application of Article 101(3) of the TFEU to categories of vertical agreements and concerted practices (Vertical Restraints Block Exemption), are directly applicable in Italy. The Competition and Market Authority and the national courts take into account communications by the European Commission on the application of competition law, such as its guidelines on vertical restraints and on the applicability of Article 101 of the TFEU to horizontal co-operation agreements.
Although no criminal penalties are specifically provided by the Competition Act for infringement of competition laws, certain anti-competitive behaviours may also be caught by the Italian Criminal Code, such as:
  • Bid-rigging.
  • Market manipulation through the misuse of price sensitive information.
  • Speculation on the price of consumer goods.
  • Boycotts.

Unilateral Conduct

The abuse of a dominant position in the market is regulated in Italy under Article 102 of the TFEU and Article 3 of the Competition Act. Article 3 of the Competition Act is consistent with Article 102 of the TFEU, and prohibits:
  • The abuse by one or more undertakings of a dominant position in the national market (or in a material part of it).
  • Directly or indirectly imposing unjustified onerous purchase or selling prices or other trading conditions.
  • Preventing or limiting production, markets and access to markets, technical development or technological progress to the detriment of consumers.
  • Applying dissimilar conditions to equivalent transactions with other parties, thereby placing them at an unjustified competitive disadvantage.
  • Making the conclusion of contracts subject to acceptance by the other parties of supplementary obligations that, by their nature or according to commercial usage, have no connection with the subject of such contracts.
Violation of Article 3 of the Competition Act (and/or Article 102 of the TFEU) can give rise to:
  • Fines by the Competition and Market Authority of up to 10% of the turnover achieved in the last financial year by the undertaking deemed to have abused its dominant position in the market.
  • Civil actions against the infringer for the finding of the infringement and compensation of the damages.
Article 3 of Law No 287/1990 and Article 102 of the TFEU are applicable both to national and foreign entities.
Article 9 of Law No 192/98 prohibits the abuse by an undertaking towards undertakings that are in a situation of economic dependence on it. A situation of "economic dependence" exists when an undertaking is able to determine an excessive imbalance of the rights and of the obligations within its commercial relationship with another company such as a supplier or distributor. Under Article 9 of Law No 192/98, this abuse may consist in the:
  • Refusal to supply or to purchase.
  • Imposition of unfair or discriminatory commercial conditions.
  • Unjustified interruption of commercial relationships.
Any agreement that forms the basis of the abuse is null and void. Violation of Article 9 of Law No 192/98 can give rise to:
  • Civil actions against the infringer for the finding of the infringement.
  • A declaration of the nullity of the agreement concerned.
  • Compensation for damages.
If an abuse of economic dependence is relevant for competition in the market, the Competition and Market Authority can apply fines of up to 10% of the turnover achieved in the last financial year by the undertaking deemed to have abused the economic dependence.
29. Are mergers and acquisitions subject to merger control?

Transactions Subject to Merger Control

Italy has a mandatory filing requirement for qualifying transactions. Under the Competition Act, the following transactions are potentially subject to merger control:
  • The merger of two or more previously independent businesses. A merger is deemed to occur when a stable change in control takes place over all or part of one or more businesses.
  • The acquisition by one business (or by one person already controlling a business) of sole or joint control over all or part of another business.
  • The creation of a concentrative joint venture (a full-function joint venture that does not co-ordinate the competitive behaviour of the joint venture parents).
The concept of control is generally defined as the possibility of exercising a decisive influence over a business, either through:
  • Contractual agreements.
  • The acquisition of rights over shares.
  • Any other means that, having regards to facts or law involved, confer the possibility of exercising a decisive influence over a business.
The concept of control covers ownership and the right to use all or part of the assets of a business, as well as any means of controlling the composition or decisions of corporate bodies.
A transaction must be notified to the Competition and Market Authority before its closing when both of the following thresholds are met:
  • The combined Italian turnover of all the companies participating in the transaction exceeded EUR511 million in the last financial year.
  • The individual Italian turnover of at least two of the undertakings involved in the transaction exceeded EUR31 million in the last financial year.
The turnover thresholds that trigger the notification duty are revised and updated yearly by the Competition and Market Authority.
Under Article 6 of the Competition Act, the merger control substantive test measures "whether a concentration creates or reinforces a dominant position on the Italian market capable of eliminating or restricting competition appreciably and on a lasting basis".
In practice, the Competition and Market Authority tends to adopt an approach similar to the substantive test followed at EU level. It will evaluate both potential co-ordinated and non-co-ordinated effects resulting from the proposed merger, but it will take into consideration possible efficiencies generated by the transaction, which may balance adverse effects on competition.
The authority will analyse whether the transaction can significantly impede competition in any market. The substantive analysis focuses on the:
  • Structure of the relevant markets.
  • Position of the affected companies in the markets and their economic or financial strength.
  • Actual or potential competition, as well as the existence of any entry barriers.
  • Available suppliers, including access to supply sources and consumer preferences.
  • Evolution of supply and demand, including countervailing powers (buyer power).
  • Economic efficiencies arising from the transaction, if applicable.

Foreign-to-Foreign Acquisitions

Any concentration that meets the two cumulative Italian turnover thresholds must be notified, even if it is a foreign-to-foreign transaction. The presence of assets or subsidiaries in Italy is not a relevant factor for the purpose of determining the notification obligation.

Specific Industries

There are particular rules on merger control for credit institutions, other financial companies and insurance companies.

Anti-Bribery and Corruption

30. Are there any anti-bribery or corruption regulations affecting business in your jurisdiction?
The Italian legal framework for anti-bribery and anti-corruption is set out under:
  • The Criminal Code.
  • The Civil Code.
  • Legislative Decree 231/2001 on corporate criminal liability.
  • Other specific anti-corruption provisions (such as Law 190/2012 and Law 3/2019).
Bribery offences relating to public officials and people in charge of public services are set out in the Criminal Code. While the definition of "public official" includes any individual who performs a public function, "people in charge of public services" includes individuals who perform a public service with a public function under any title even without authoritative and certifying powers.
Articles 318 and 319 of the Criminal Code set out criminal offences of:
  • Bribery for the performance of a public function. This is where a public official or a person in charge of public services unduly receives for themself or for a third party money or other advantages, or accepts a promise of them, to perform their duties (this can be the case for facilitation payments).
  • Proper bribery. This occurs when a public official or a person in charge of public services performs or has performed an act contrary to their official duties or omits or delays an official act in exchange for money, other advantages or a promise of them.
Under Article 319-ter of the Criminal Code, when these conducts are undertaken by a public official to favour or damage a party in a civil, criminal or administrative proceeding, it constitutes "bribery in judicial acts".
Under Article 2635 of the Civil Code, private parties who prompt or receive undue money or other advantages, or accept the promise of them, to perform or omit an act in breach of their duties can also be liable for the bribery offences, including:
  • Administrators, general managers and directors responsible for accounting a company's financial reports.
  • Statutory auditors or liquidators.
  • Any other private entities' employees.
However, the sanctions provided for by the Civil Code are less severe than those under the Criminal Code.
Corporate criminal liability is possible under Legislative Decree 231/2001 where a manager, an employee, agent or consultant of a company is criminally liable under bribery offences (under the Criminal Code or Civil Code) and the crimes are committed in the interest or for the benefit of the company. In this case, in addition to the individual's liability, the company can be subject to:
  • Fines.
  • Disqualification.
  • Confiscation of the proceeds of the crime.
  • Publication of the judicial decision.
There are different regulations in various market sectors that set out rules related to hospitality, in-kind charges or monetary payments. For instance, the pharmaceutical market is regulated by, among other things, the Code of Ethics of Farmindustria, which provides for restrictions and mechanisms aimed at preventing health care professionals receiving of undue benefits.
In addition, public officials and people in charge of public services must comply with anti-corruption rules under the Code of Conduct for Public Employees (Presidential Decree No 62/2013), which stipulates, among other things, that employees must not accept, for themselves or for others, gifts or other benefits, except for those of moderate value given occasionally as part of normal courteous relations and international customs.

Intellectual Property

31. What are the main IP rights that are recognised in your jurisdiction?

Patents

Definition and legal requirements. A patent is a title that grants to the owner the exclusive right to exploit an invention for a limited period of time. It can refer to a product or a process.
Under Article 45(2) of Legislative Decree No 30/2005 (Industrial Property Code), the following subject matters are excluded from patent protection:
  • Discoveries, scientific theories and mathematical methods.
  • Plans, principles and methods for intellectual activities, games, commercial activities, computer programs and presentation of information.
To be patented, an invention must:
  • Be novel over the prior art (Article 46).
  • Involve an inventive step (Article 48).
  • Be capable of industrial application (Article 49).
  • Not be contrary to public order or morality (Article 50).
Restrictions on the availability of patents also apply to:
  • Methods for surgical or therapeutic treatment of the human or animal body, and diagnostic methods practised on the human or animal body (Article 45(4)(a)).
  • Plant or animal varieties or essentially biological processes for the production of plants or animals (Articles 45(4)(b) and 45(4)(b-bis).
  • Biotechnological inventions (Article 45(5-bis)).
Under Article 51, an invention must also be disclosed in a sufficiently clear and complete manner so that it can be carried out by a person skilled in the art without undue burden. The subject matter of the patent must not extend beyond the content of the application as filed.
Registration. The Italian Patent and Trade mark Office (Ufficio Italiano Brevetti e Marchi) (UIBM) is the authority that registers patents. Guidance on the application procedure can be found on its website (https://uibm.mise.gov.it).
Enforcement and remedies. The patent owner and the licensee can enforce the patent before a court. In 2003, a limited number of specialised IP courts with exclusive jurisdiction on IP-related matters were created.
A patent can be enforced from the date in which the application is published, or notified by the owner to an alleged infringer before publication.
The right-holder can start:
  • A precautionary proceeding, to obtain measures such as:
    • search and seizure orders;
    • preliminary injunctions;
    • orders to provide information on the infringement;
    • penalties in case of violation of an injunction; and
    • publication of the decision in the press.
  • A proceeding on the merits, to obtain:
    • permanent injunctions;
    • destruction or re-assignment orders;
    • orders to withdraw the products from the market;
    • awards of damages;
    • reimbursement of legal costs;
    • penalties in case of violation of the injunction; and
    • publication of the decision in the press.
Patent infringement can also constitute an offence under criminal law.
Length of protection. Patent protection lasts 20 years from the filing date. Pharmaceutical patents can be extended by Supplementary Protection Certificates.

Trade Marks

Definition and legal requirements. Under Article 7 of the Industrial Property Code, to be registered as a trade mark, a sign (including, words, names of persons, drawings, letters, figures, sounds, the shape of a product or its packaging, colour combinations or tones) must:
  • Have distinctive character, by being able to distinguish the goods or services of a company from those of others (Articles 7(1)(a) and 13).
  • Be graphically represented (Article 7(1)(b)).
  • Be novel, meaning it must not be confusingly similar to any other distinctive sign already registered or used for the same or similar products/services (Article 12).
  • Be lawful and not contrary to legal provisions (Article 14).
Protection. UIBM is responsible for registering trade marks. Once an application is filed, UIBM carries out a formal examination to verify compliance with Article 156 of the Industrial Property Code and the absence of absolute bars to the registration. An English version of the information on the application process is available on UIBM's website (https://uibm.mise.gov.it). The form to file a trade mark registration is only available in Italian. Registration can be filed in both paper and electronic formats.
Unregistered trade marks can only be protected if they have become well-known due to their use in a significant part of the Italian territory. The holder of the unregistered trade mark has to prove that the mark is well-known.
Enforcement and remedies. Trade mark owners can bring an infringement action before the competent specialised IP court to enforce their exclusive rights when an identical or confusingly similar sign is used to distinguish identical or similar goods or services. In the case of a well-known mark, the protection can go beyond the scope of similar goods and services. The right-holder can bring:
  • A precautionary proceeding, requesting:
    • search and seizure orders;
    • orders to withdraw the infringing goods from the market;
    • orders to provide financial information regarding the infringement;
    • publication of the decision in the press.
  • A proceeding on the merits, requesting:
    • permanent injunctions;
    • the destruction of infringing tools/goods (or, alternatively, assignment of them to the trade mark owner) or their withdrawal from the market;
    • awards of damages;
    • reimbursement of legal costs;
    • publication of the decision in the press;
    • penalties in the case of violation of an injunction.
The right-holder of a prior registered trade mark can also file:
  • An opposition action before the UIBM against registration of a confusingly similar mark or other sign, within three months from publication of the application.
  • A nullity action against the registration of a confusingly similar mark before the competent specialised IP court.
Fast track proceedings are also available. The right-holder must have a likelihood of success on the merits of the case and there must be an imminent danger in delaying the proceedings.
If unregistered trade marks conflict with trade marks that are registered later for the same or similar products/services, unregistered marks can only be used within the same scope and territory where they have been previously used.
Length of protection and renewability. The length of protection for trade marks is ten years from the application date. Trade marks can be renewed for further ten-year periods indefinitely, and so protection is potentially perpetual if the trade mark is renewed and continues to be used by the right-holder.

Registered Designs

Definition. Registered design rights can be granted to the appearance of the whole, or a part, of a product resulting from the features of the lines, contours, shapes, texture, or materials of the product itself (Article 31, Industrial Property Code).
To be validly registered, a two-dimensional design or a three-dimensional model must:
  • Be novel with respect to designs or models already registered before the filing date (Article 32).
  • Have individual character, meaning that the impression it makes on an informed user differs from the overall impression made on that user by any design or model registered before the application or the priority date (Article 33).
  • Not to be contrary to law (Article 33-bis).
Registration. UIBM is the authority responsible for the registration of designs. An English version of the information on the application process is available on UIBM's website (https://uibm.mise.gov.it). The form to file a registration for a design is only available in Italian. Registration can be filed in both paper and electronic formats.
Enforcement and remedies. A registered design infringement action can be brought before the competent specialised IP court by the design owner on the grounds that its exclusive rights have been infringed by the import, export, manufacture, offer for sale or distribution of goods infringing the registered design on the market. In preliminary proceedings, remedies available to the right-holders include:
  • Search and seizure orders.
  • Penalties in case of a violation of an injunction.
  • Publication of the decision in the press.
  • Orders to withdraw the infringing goods from the market.
In ordinary proceedings, remedies include:
  • Permanent injunctions.
  • Orders for the destruction of tools/goods found to be infringing.
  • Awards of damages.
  • Reimbursement of legal costs.
  • Orders to withdraw the infringing goods from the market.
Length of protection and renewability. The design protection period lasts five years from the application filing date and can be renewed by paying the maintenance fee for four five-year periods, up to a maximum total of 25 years.

Unregistered Designs

Definition and legal requirements. Unregistered designs are protected under Regulation (EC) 6/2002 on Community designs (Community Designs Regulation). To be granted protection, designs must be novel and have individual character.
Unregistered design protection is aimed at safeguarding competition, and owners of an unregistered design can only prevent third parties from using the design if the contested use results from intentionally copying the protected design.
Enforcement and remedies. An unregistered design infringement action can be brought by the right-holder on the ground that exclusive rights have been infringed by the import, export, manufacture, offer for sale or distribution of goods infringing an unregistered design.
Remedies available to unregistered design holders are the same as for registered designs.
Length of protection. Protection of an unregistered design starts from when the design is first used in the EU market, and lasts for three years.

Copyright

Definition and legal requirements. Copyright protection is available for intellectual works of literature, music, visual arts, architecture, theatre and cinema that are original, have a creative character and are the expression of the personality of their author (Article 2575, Civil Code; Copyright Law No 633/1941).
Copyright consists of:
  • Economic rights over the exploitation of the work (including reproduction, distribution, use of the work in original and derivative form, translation and so on).
  • Moral rights, which are aimed at protecting the author's personality (including the right to be recognised as the author and not to have the work modified without their consent).
While economic rights can be transferred, moral rights cannot be waived or assigned to third parties.
Protection. Copyright protection is automatic, does not require registration and arises immediately on the creation of the original work. Certain works can be registered with the Italian Society of Authors and Editors (Società Italiana degli Autori ed Editori) to evidence both the date when the work was created and the author.
Enforcement and remedies. Copyright infringement actions can be brought by right-holders before the specialised IP courts on the grounds that exclusive rights have been infringed, for example by:
  • Copying the work.
  • Communicating the work to the public, either in presence or in absence, without consent.
  • Distributing copies of the work to the public.
  • Importing infringing copies of the work.
  • Providing means to make copies of the work without consent.
In preliminary proceedings in a copyright infringement action, copyright holders can obtain remedies such as:
  • Search and seizure orders.
  • Penalties in case of violation of the injunction.
  • Publication of the decision in the press.
  • Orders to withdraw infringing copies from the market.
In ordinary proceedings, the main remedies available to copyright holders include:
  • Permanent injunctions.
  • Destruction of infringing copies.
  • Awards of damages.
  • Reimbursement of legal costs.
  • Orders to definitively withdraw infringing copies from the market.
Length of protection and renewability. Copyrighted works are protected for the duration of the life of the author plus 70 years, starting from the first calendar year after the death of the author.

Other

Other IP rights protected under Italian law include:
  • Patents on utility models.
  • Trade secrets.
  • Distinctive signs other than trade marks.
  • Geographical indications.
  • Plant varieties.
  • Copyright-related rights.

Marketing Agreements

32. Are marketing agreements regulated?

Agency

Marketing agreements are not specifically regulated. They can fall in the category of agency agreements.
Article 1742 of the Civil Code defines an agency agreement as a contract by which a party permanently undertakes to promote, on behalf of the other, for remuneration, the conclusion of agreements in a specific area.
No particular formalities are required for the agency agreement to be valid, and the written form is only necessary to prove its existence in court.
Consistent with Directive 86/653/EEC on self-employed commercial agents (Self-employed Agents Directive), it is not necessary in Italy for the commercial agent to be registered.
As a general rule, which can be derogated by the parties, the principal cannot simultaneously rely on more than one agent in the same area and for the same activities, and the agent cannot simultaneously act in the interest of competing companies in the same area and for the same activities (Article 1743, Civil Code).
On termination of the contract, the agent is entitled to receive an indemnification, provided that the following requirements are met:
  • The agent has provided the principal with new clients or significantly improved the business with the former principal's clients, and the principal still receives substantial benefits from business with these clients.
  • The grant of the indemnification is equitable with regard to all circumstances and, in particular, considering the commissions lost by the agent on the business with these clients.
(Article 1751, Civil Code.)
A post-contract non-compete covenant can be agreed in writing between the parties for a maximum period of two years, and must be limited to the territory, clients and scope of the agency agreement.

Distribution

Distribution agreements are not subject to any specific regulation under Italian law. Therefore, the general rules governing contract law apply, and the parties are free to determine the content of the contract.
Under Article 2596 of the Civil Code, a post-contractual non-compete clause must:
  • Be in written form.
  • Be limited to certain activities or territory.
  • Not exceed a duration of five years.

Franchising

Franchising agreements are specifically regulated by Law No 129/2004.
To be valid, a franchising agreement must be concluded in written form. The minimum term of duration is three years. No notarisation or registration formalities are required.
Before signing the contract, the franchisor must disclose:
  • Relevant information about the franchisor.
  • An indication of the trade marks to be used.
  • A description of the activity subject to the franchising agreement.
  • A list of the other franchisees and of the franchisor's direct outlets, if any.
  • The annual variations of the number of the franchisees and of their locations in the last three years.
  • A brief description of any judicial and arbitral disputes concerning the franchising network concluded in the last three years.
(Article 4, Law No 129/2004.)
The contract must indicate:
  • The amount of the investment required to start the franchise business.
  • The method of calculation and payment of royalties, and the minimum income target to be met by the franchisee, if any.
  • The scope of the territorial exclusivity, if any.
  • The know-how shared by the franchisor with the franchisee and the services provided to the latter.
  • The conditions for the contract's renewal, termination and assignment.
(Article 3(4), Law No 129/2004.)
Compensation on termination or failure to renew is not specifically required by law.

E-Commerce

33. Are there any laws regulating e-commerce?
The Italian national regulator has set out comprehensive legal measures to govern e-commerce with regard to business to business (B2B) and business to consumer (B2C) models. The e-commerce legislative framework currently in place includes:
  • Legislative Decree 70/2003, which implements Directive 2000/31/EC on certain legal aspects of information society services, in particular electronic commerce, in the Internal Market (E-Commerce Directive) in setting out a national framework for e-commerce.
  • Legislative Decree 206/2005 (Consumer Code) and its 2014 amendments implementing Directive 2011/83/EU on consumer rights (Consumer Rights Directive).
Under Legislative Decree 70/2003, stricter contractual rules govern B2C contracts. The Consumer Code also sets out pre-contractual duties for distance and off-premises contracts to provide in plain, clear, and intelligible language:
  • Detailed information on the features of the goods or services and a clear indication of their prices.
  • Details of the seller (including its email address).
  • The consumer right to withdraw within 14 days.
  • A representation of the legal warranties provided by law.
  • Details of the duration of the contract and the minimum duration of the consumer's obligations).
There are also regulations on related matters such as:
  • The online signature of contracts, under the Digital Administration Code. In addition to simple e-signatures, other advanced, qualified and digital e-signatures have evidential effectiveness set out under Article 2702 of the Civil Code.
  • Data privacy, under:
    • Regulation (EU) 679/2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation (GDPR)); and
    • Legislative Decree 196/2003 (Privacy Code).
  • Electronic currency, under Legislative Decree 45/2012 on electronic currency, Directive (EU) 2015/2366 on payment services in the internal market (Payment Services Directive), implemented by Legislative Decree No 218/2017.
  • Intellectual property, under Law No 273/2002.
Supervision of the rules on e-commerce, data protection and internet access tariffs and charges is conducted by independent administrative authorities such as the:
  • Competition and Market Authority.
  • Italian Communications Regulatory Authority.
  • Italian Data Protection Authority.
  • Agency for Digital Italy.
In 2013 the Italian Data Protection Authority published its Guidelines on Marketing and Against Spam. Under these, any data processing activity pursued for marketing purposes via automated means must be grounded on the prior consent of the customer ("opt-in"). Consumers can "granularly" opt-out from such communications at any time, by determining the means of marketing communication they would rather be contacted with.
Article 130 of the Privacy Code sets out a "soft spam" exception, which allows for a derogation from the opt-in rule for marketing communications by email, in accordance with Directive 2002/58/EC on the protection of privacy in the electronic communications sector (E-Privacy Directive). If data controllers obtain the contact details of customers in the context of the sale of a product or service, they can use that data for the direct marketing of similar products or services, provided that the customers:
  • Have initially agreed to the use of their electronic contact details.
  • Are clearly and distinctly allowed to object free of charge and easily when the details are collected and on receipt of each additional message.
On 27 February 2018, the EU adopted Regulation (EU) 2018/302 on addressing unjustified geo-blocking (Geo-blocking Regulation), prohibiting unjustified geographic blocks in the internal market. The Geo-blocking Regulation contains measures aimed at preventing unjustified geographical discrimination and other forms of discrimination based on nationality, residence, or place of establishment of customers within the internal market. There are no substantial variations to the Geo-blocking Regulation under Italian national legislation.
34. Are online platforms regulated in relation to their use for marketing/sales purposes?
The regulations concerning online marketplaces coincide for most part with the regulations for the e-commerce industry under Legislative Decree 70/2003 (which implements the E-Commerce Directive) and the Consumer Code.
An online marketplace manager must:
  • Provide on the online platform a special section for complaints and reports of any kind.
  • Supervise sellers so that they comply with the provisions in the Consumer Code.
The Consumer Code also applies to e-contracts, as they fall within the definition of distance contracts. Regulation (EU) 2019/1150 on promoting fairness and transparency for business users of online intermediation services, which entered into force on 12 July 2020, also requires online intermediation service providers to comply with specific transparency obligations to create a fairer environment for operators.
In addition, Decree Law 34/2019 requires those who facilitate distance sales through virtual marketplaces, digital platforms or other similar means to report online sales.
A recent Italian Competition and Market Authority ruling has held a marketplace platform liable because a marketplace retailer had disseminated misleading and aggressive advertising, and that therefore, the platform had failed to comply with the duties of professional diligence and the discipline relating to unfair commercial practices under the Consumer Code.

Advertising

35. How is advertising regulated in your jurisdiction?
Commercial advertising includes any form of communication aimed at promoting the sale of goods or the provision of services by an economic operator (Article 2(1)(a), Legislative Decree No 145/2007). Misleading advertising is defined as any advertising that is likely to mislead persons to whom it is directed in any way and that, therefore, is likely to prejudice their economic behaviour and harm a competitor. Misleading advertising is also prohibited as an unfair commercial practice by the Consumer Code.
Comparative advertising is defined as any advertisement that explicitly or implicitly identifies a competitor or goods and services offered by a competitor. While direct comparative advertising (comparison with a specific product) is not allowed because of its anti-competitive nature, indirect comparative advertising (comparison with the whole category of products) is permitted when aimed at emphasising elements of novelty and diversification through objective criteria.
The Advertising Self-Discipline Code also prohibits misleading advertising. This is a body of private self-regulatory rules binding only on those that accept them, issued by the Istituto di Autodisciplina Pubblicitaria (IAP).
The Competition and Market Authority can also act against misleading advertising.

Digital Advertising

As online behavioural advertising employs cookies, tracks users' preferences and therefore processes the personal data of online users, compliance is required with applicable data protection law under the GDPR, Privacy Code and the E-Privacy Directive. The consumer must give free, specific, informed and unambiguous consent in accordance with Articles 4, 7 and 11 of the GDPR and Article 2 of the E-Privacy Directive. A clear affirmative act must be carried out by the subject, who must indicate the acceptance of the proposed processing of personal data (for example, by ticking a box when opening a website).
The IAP has published regulations on influencer marketing, which only bind those who have accepted them, but are de facto regulations for all brands not wanting to incur sanctions. Consumers must be able to understand when they are engaging with a commercial communication, so the regulations require specific wording (such as "collaboration with") and the use of specific hashtags (for example, "#adv") to be prominently superimposed on the visual elements of any promotional content.

Direct marketing

Direct marketing must be compliant with applicable data protection law, and a data subject must expressly consent to direct marketing, or data processing can only be carried out if there is another legal basis, such as a legitimate interest. The Data Protection Authority has established that when data is processed for direct marketing (through traditional and automated communication means), once the data subject has consented to most intrusive forms of contact (under Article 130(1) and (2) of the Privacy Code) such consent is also valid for promotional communications sent through less invasive means, such as post and operator phone calls.
36. How are sales promotions regulated in your jurisdiction?
Sales promotions are regulated by Legislative Decree No 114/1998, which distinguishes between end of season sales, promotional sales and liquidation sales. While national law offers only a general definition of these categories of sales, their legislative framework is within the competence of local regional laws, which can establish specific modalities for advertising to consumers, periods and durations of sales.
Free prizes draws and competitions are promotional activities carried out by manufacturing or commercial companies, and can last for only a year. The winners are determined by chance and participation is free. Foreign companies without a permanent establishment in Italy organising draws and competitions must appoint an Italian fiscal representative. 15 days before the start of the competition, the organising company must file a CO/1 form to be sent to the Ministry of Economic Development via the electronic service "Prema on-line", attaching:
  • The rules of the competition.
  • A substitutive declaration by notary deed.
  • The original document of the deposit given to guarantee the prizes.

Data Protection

37. Are there specific data protection laws? If not, are there laws providing equivalent protection?

Data Protection Laws

Italy has implemented the GDPR through Legislative Decree 101/2018, which entered into force on 19 September 2018, amending several provisions of the Privacy Code and repealing those sections directly conflicting with the GDPR.
Legislative Decree 51/2018 has implemented Directive (EU) 2016/680 on the protection of natural persons with regard to the processing of personal data by competent authorities for the purposes of the prevention, investigation, detection or prosecution of criminal offences. Additional sector-specific guidance is set out in the guidelines and decisions issued by the Italian Data Protection Authority which is in charge of monitoring the compliance of data controllers and processors with the data protection laws.
The Privacy Code fills in some regulatory gaps in the GDPR, and introduces some national specifications, in particular with regards to workplace privacy and data processing matters. However, there are no substantial variations to the GDPR under Italian data protection law. The material scope of the Privacy Code is the same as that set out in Article 2 of GDPR, (except for the provisions implementing the E-Privacy Directive), pending the adoption of the E-Privacy Regulation. Similarly, the Privacy Code reflects the definition of "personal data" provided by Article 4(1) of the GDPR. The GDPR and the Privacy Code apply to any operation performed on personal data. Personal data must only be collected for specific, explicit and legitimate purposes and cannot be further processed in a manner that is incompatible with those legitimate purposes. Data controllers must only process personal data that is adequate, relevant and necessary to achieve the legitimate aim pursued.
Trade union consultation is mandatory under Legislative Decree 151/15 with regard to workplace privacy and data protection matters, and before the installation of any monitoring equipment. Workplace monitoring activities can only be carried out for:
  • Organisational and productive purposes.
  • Workplace security.
  • Protecting company assets.
Employers are not required to obtain such authorisation to provide employees with equipment to perform their work (such as mobile phones or personal computers).
There are no substantial variations to the GDPR under Italian data protection law in relation to penalties and sanctions. However, there can also be criminal liability for:
  • Unlawful dissemination and fraudulent acquisition of personal data (Articles 167-bis and 167-ter, Privacy Code).
  • Misrepresentation/false statements given to the IDPA and intentional interruption of the IDPA's exercise of powers (Article 168, Privacy Code).
  • Non-compliance with the IDPA's decisions (Article 170, Privacy Code).
  • Violation of provisions on employees' remote monitoring and the prohibition of opinion surveys (Workers' Statute, Law No 300/1970).

Consumer Privacy Laws

The Italian consumer privacy framework includes the GDPR, the Privacy Code, and opinions issued by the IDPA and the European Data Protection Board. The processing of personal data concerning customers must usually be justified by the data subject's consent or the controller's legitimate interest under Article 6 of the GDPR. For direct marketing, such communications must be compliant with applicable data protection laws. Article 130 of the Privacy Code also establishes the rules for marketing activities, which are generally subject to consent.
Where consent is the legal basis to process personal data, an opt-in is required. This must be freely given, specific, informed and constitute an unambiguous indication of the data subject's wishes. In addition, consent is withdrawable at any time. Any form of implied consent is unlawful.
Under Article 130(4) of the Privacy Code, data controllers can directly promote their services or products via e-mail communications without the consent of the data subject. However, the relevant e-mail contact must have been provided by the data subject in the framework of the sale of a product or service. In addition, the products or services marketed must be similar to those previously purchased, and the data subject must not have opted out after having been properly informed.
The IDPA's Guidelines on Marketing and Against Spam (issued on 4 July 2013) set out specific provisions on the transfer of personal data to third parties for marketing purposes. A data controller planning to collect personal data and intending to communicate (or transfer) such data to third parties for the third parties' marketing purposes must provide the data subjects with proper information on the envisaged transfer before the processing activity.
In addition, the IDPA requires controllers that intend to use personal data that has been collected or sold by data brokers or third parties to assess compliance with the applicable data protection laws.
The IDPA Guidelines on the use of cookies and other trackers (Official Gazette No 163 of 9 July 2021):
  • Emphasise the importance of adhering to the legislation applicable to the storing of information in, or gaining access to information stored in, end-user equipment.
  • Specify the lawful means of providing a cookie policy to and collecting online consent from data subjects.
  • Specify that Article 122 of the Privacy Code expressly exempts the deployment of technical cookies from the obligation to acquire user consent. However, the controller must inform users under Articles 13 and 14 of the GDPR, while the use of profiling cookies and other tracking tools installed for non-technical purposes must be grounded on the user's consent.
The adoption of the E-Privacy Regulation may introduce stricter restrictions on e-commerce operators, reinforcing user consent as the preferred legal basis for any processing activity for marketing purposes. Under the first draft of the proposed regulation, browser and app users will be enabled by design and by default to immediately decide which tracking technologies to allow.

Product Liability

38. How is product liability and product safety regulated?
Product liability legislation was introduced in Italy for the first time in 1988, further to the implementation of Directive 85/374/EEC on liability for defective products (old Product Liability Directive). The relevant set of rules is now contained in the Consumer Code.
The Consumer Code sets out a strict liability system, according to which producers are liable for any damages caused by product defects, if the injured party can prove the:
  • Defect.
  • Damage (which is limited to personal injuries, death and damage caused to goods normally destined to private use).
  • Causal link between them.
An EU importer of the product and, if certain conditions are met, the supplier can also be held liable.
This liability system is an alternative to contractual and tort liabilities under the Civil Code.
The Ministry of Economic Development ensures the conformity and safety of products placed on the market and must adopt all necessary measures, including market withdrawal or recall, aimed at consumers' protection.

Regulatory Authorities

39. What are some of the key regulatory authorities relevant to doing business in your jurisdiction?

Competition

Main activities. The Italian Competition and Market Authority (Autorità Garante della Concorrenza e del Mercato):
  • Enforces the competition rules.
  • Has competence over misleading advertising and comparative advertising, and unfair commercial practices detrimental to consumers.
  • Can address official opinions to the legislator if existing or proposed measures might impact on competition.

Environment

Main activities. The Italian Regulatory Authority for Energy, Networks and Environment (Autorità di Regolazione per Energia Reti e Ambiente):
  • Carries out regulation and control activities in the fields of electricity, natural gas, water services and waste.
  • Promotes the protection of users' and consumers' interests, ensuring both the publicity and transparency of service conditions.
  • Imposes environmental sanctions and can accept commitments to restore damaged environmental interests.

Financial Services

Main activities. The Italian Companies and Exchange Commission (Commissione Nazionale per le Società e la Borsa) (CONSOB) is responsible for regulating the Italian financial markets. It ensures the:
  • Transparency and fair behaviour of participants in the financial markets.
  • Disclosure of accurate and complete information by listed companies to the investing public.
  • Accuracy of the content of prospectuses addressed to the general investing public.
Main activities. The Bank of Italy (Banca d'Italia):
  • Acts as a national supervisory authority.
  • Ensures the overall stability and efficiency of the financial system.
  • Supervises compliance with the rules and regulations related to financial services.

Other

Main activities. The Italian Medicines Agency (Agenzia Italiana del Farmaco):
  • Guarantees access to medicines and their safe and appropriate use.
  • Ensures the unity of the national pharmaceutical system and the innovation, efficiency, and simplification of registration procedures.
Main activities. The Italian Authority for Communications Guarantees (Autorità per le Garanzie nelle Comunicazioni):
  • Performs regulatory and supervisory functions in the field of telecommunications, television and newspapers.
  • Guarantees competition between operators in these markets and the protection of the fundamental freedoms of users.

Other Considerations

40. Is there anything else that is important relating to doing business in your jurisdiction?
There are no further considerations.

Contributor Profiles

Giulio Coraggio, Partner

DLA Piper

T +39 02 80 618 1
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Professional qualifications. Avvocato admitted to the Rome Bar; Solicitor of the Senior Courts of England and Wales
Areas of practice. Technology, Data Protection, Gaming & Gambling.
Non-professional qualifications. University of Naples Federico II, Law degree; Queen Mary College of London, LL.M. in computer and communications law
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Giampiero Falasca, Partner

DLA Piper

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Professional qualifications. Avvocato admitted to the Rome Bar
Areas of practice. Employment.
Non-professional qualifications. University of Rome La Sapienza, Law degree
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Goffredo Guerra, Partner

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Professional qualifications. Avvocato admitted to the Milan Bar
Areas of practice. Corporate.
Non-professional qualifications. University of Rome La Sapienza, Law degree
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Raffaella Quintana, Partner

DLA Piper

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Professional qualifications. Admitted to the Rome Bar; Admitted to represent clients before the Supreme Court
Areas of practice. White Collar Crime, Investigations & Compliance.
Non-professional qualifications. Law degree, Summa cum laude, University of Bari
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Antonio Tomassini, Partner

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Professional qualifications. Avvocato admitted to the Milan Bar
Areas of practice. Tax.
Non-professional qualifications. Law degree, cum laude, University of Rome Tor Vergata; Economics and Financial Sciences degree, cum laude, University of Trieste; Political Science degree, University of Trieste; Ph.D. in Tax Law, University of Rome Tor Vergata; Adjunct Professor in tax law
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Roberto Valenti, Partner

DLA Piper

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Professional qualifications. Avvocato admitted to the Milan Bar
Areas of practice. Intellectual Property & Technology.
Non-professional qualifications. Law degree, University of Pavia; Ph.D. in Intellectual Property, University of Pavia
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*The authors would like to thank the following people for their contributions to this Q&A: Alessandro Boso Caretta, Carmen Chierchia, Massimo D'Andrea, Chiara D'Onofrio, Antonella Del Greco, Federico Di Vizio, Marco Dimola, Barbara Donato, Francesco Lalli, Maria Chiara Lamera, David Marino, Alberto Sandalo, Valerio Stroppa, Massimiliano Tiberio.