Buying a Business in Italy

Buying a business in Italy — a café, a bar, a shop, a B&B or a small company found in a business for sale listing — can be done in two ways. The usual one is a cessione d'azienda: the business itself changes hands, with its equipment, goodwill (avviamento), contracts and licences. The other is a cessione di quote: buying the shares of the S.r.l. that runs it, and with them the company's whole past. Some sellers first offer an affitto d'azienda, a lease of the business with an option to buy later. Some older lists and lawyer pages call this service “Buy Business”.

Who it concerns

Foreigners moving to Italy to run a business of their own, couples taking over a guesthouse or an agriturismo, investors buying into an Italian company, and foreign companies acquiring an Italian one.

Steps of a business purchase in Italy

1. An offer (proposta d'acquisto) or a preliminary agreement (compromesso), often with a deposit. Once signed and accepted these already bind, so they are worth checking first.
2. Checks: the company register extract (visura camerale), the accounting books, tax and social security positions, the lease of the premises, the staff, the licences and any pending disputes.
3. The final deed. A transfer of a business is drawn up or certified by a notary (notaio) and registered in the companies register; a share deal in an S.r.l. follows its own formalities.
4. After closing: transferring the licences and notices to the new owner (subingresso, usually with the comune), the tax and VAT registrations, and a codice fiscale and partita IVA where needed.

Points to watch

• Debts of the seller. In a commercial business the buyer can be held liable for business debts that appear in the mandatory accounting books, and the seller is not released either. Tax debts follow rules of their own.
• Employees move with the business and keep the rights they have built up.
• The lease of the premises normally goes with the business, but the landlord has to be informed and may in some cases object; how long the lease still runs matters as much as the price.
• Licences depend on the activity and on the owner; a bar or restaurant may require the new owner to meet professional requirements.
• Beach businesses run on state concessions whose rules are changing; a lawyer confirms the current position.
• Transfer taxes depend on what is sold and how; a commercialista usually works on them alongside the lawyer and the notary.

What a lawyer does

Checks the offer before anything is signed, carries out the legal due diligence, negotiates price adjustments and the seller's warranties, protects the information exchanged during the talks with a non-disclosure agreement, works with the notary on the deed and explains it in English. A buyer who cannot attend the signing in Italy can sign through a representative holding a power of attorney. The contracts that come with the business — suppliers, franchise terms, the lease — are covered by contract review.

Questions and answers

Can a foreigner buy a business in Italy?

Citizens of EU countries are treated like Italians. For everyone else the answer turns on nationality and residence status, and a lawyer looks at this before any money is paid.

Is it better to buy the business or the company?

Buying the business leaves most of the company's history with the seller. Buying the shares can be simpler for contracts and licences, but the company keeps all its past obligations. The right choice depends on what the checks find.

Who pays the seller's old debts?

The seller remains liable, but in a commercial business the buyer can be asked to pay debts recorded in the mandatory books. The contract can share this risk between the parties, and the checks show what is there.

Does buying a business give a residence permit?

No. Non-EU buyers who plan to run the business need a separate visa and permit, see self-employed visa; the rules have changed more than once, and a lawyer confirms the current ones.