Definition. A sede secondaria (branch office) is a seat a foreign company establishes in Italy with stable representation, not a new Italian company. It is published in the Register of Companies rather than incorporated, has no minimum capital of its own, and never acquires legal personality separate from the parent that opened it.
What a Sede Secondaria Is Under Italian Law
The publicity duty: naming the permanent representatives
A foreign company that establishes one or more Italian branches with stable representation has to publish, for each seat, the surname, first name, place and date of birth of its permanent representatives, together with their powers (Normattiva: Codice civile, Artt. 2508, 2509, 2331). That filing is the branch's core obligation. It tells the Register of Companies, and anyone who searches it, exactly who can bind the branch in Italy and to what extent.
Not incorporation: why a branch never becomes a new company
Legal personality arises only when a company enters the Register of Companies for the first time (Art. 2331 c.c.). A branch never files for that entry. It publishes information about an entity that already exists abroad, rather than creating a new one in Italy. The distinction sounds technical right up until the next section, where it turns out to be the whole of the liability question.
"Stable representation": the trigger that brings the branch regime into play
One phrase switches on the entire branch regime: rappresentanza stabile (stable representation), the operative words of Art. 2508(1) c.c. A liaison contact who cannot sign anything, or a representative appointed for a single transaction only, does not trigger the publicity duty described above. A representative with standing authority to act for the foreign company in Italy does, and from that point the branch rules apply whatever the arrangement happens to be called internally.
The branch-opening sequence at a glance
- Confirm the reciprocity condition applies to the foreign company itself (Art. 16 disp. prel. c.c.).
- File the branch's registration with the Register of Companies within thirty days of appointing its permanent representative (Art. 4, D.Lgs. 183/2021).
- Wait for the foreign company's own registration status to reach the Italian register through BRIS, "without delay" (Art. 4(1)).
- Register for VAT on form AA7/10, with an Ateco 2025 classification code.
- Operate as a permanent establishment for Italian tax purposes, taxed on the Italian-source income it actually produces.
Where a branch sits among Italy's other forms of foreign presence
Two neighbours frame the branch on the map of foreign presence in Italy. A subsidiary, an independently incorporated S.r.l. or S.p.A., sits one step heavier: it costs more to set up and carries its own capital rule, in exchange for a wall between its debts and the parent's own balance sheet. A representative office sits one step lighter, a presence with no trading capacity at all. Both are named here only to place the branch on that spectrum. The trade-off against a subsidiary is developed properly in the next section, where it actually matters.
Liability: Why the Foreign Parent Stands Behind the Branch
S.p.A. rules apply, "for this purpose"
Where a branch belongs to a foreign company of a type the Italian Code does not itself provide for, the S.p.A. rules on registration and liability apply to that branch directly (Normattiva: Codice civile, Artt. 2508, 2509, 2331). The words "for this purpose" matter. The branch is not asked to hold an S.p.A.'s own capital or run an S.p.A.'s own governance bodies. It is folded into the S.p.A. liability regime for one narrow question: who answers for what the branch does.
No patrimony separate from the foreign parent
Read Articles 2508 and 2509 together, and one consequence follows even though neither article states it on its own: a branch has no patrimony distinct from the foreign parent that opened it. Nothing in the publicity duty of Art. 2508 creates a fund of branch assets a creditor can reach instead of the parent's own. Compare that with an S.r.l., which answers for its obligations only with its own assets under Art. 2462(1) c.c., subject only to narrow sole-member exceptions. A subsidiary builds a wall. A branch does not.
Foreign parent company connects down to Italian branch by a line labelled no separate patrimony, Article 2509 of the Civil Code. The branch's own obligations flow down into a third box, obligations to third parties in Italy. A loop arrow runs from that box back up to the foreign parent company, captioned: the parent answers for the branch's obligations. The loop is the whole point: nothing sits between a creditor's claim in Italy and the foreign parent's own balance sheet.
When a subsidiary is the better fit instead
A reader who actually wants a wall between the Italian operation's debts and the group's own balance sheet is reading the wrong page. Subsidiary in Italy sets out the independently incorporated route, its own capital rule, and the liability shield that comes with it. The cost difference between the two forms is real: EUR 66 against EUR 100 to 120 a year. It is not the reason to choose a branch. The liability difference is, and it runs the opposite way from what the smaller number suggests.
Capital: Why a Branch Has No Minimum Capital Requirement of Its Own
The capital-minimum articles govern incorporation, not a branch
No statute fixes a minimum share capital for a branch, and that silence is not an oversight. Article 2463(2)(4) of the Civil Code sets EUR 10,000 for an S.r.l. Article 2327 sets EUR 50,000 for an S.p.A. Both articles govern incorporating a new company. A branch does not incorporate, so neither figure ever attaches to it. Do not read the absence of a rule as a rule of its own: it is the direct consequence of skipping the step both capital articles are written for.
What actually funds a branch's activity
A branch operates on the foreign parent's own balance sheet. There is no capital-deposit filing to make at the Register, no bank certificate of paid-in capital to produce before a notary, because there is no notarial deed to produce it for. Whatever funds the branch's Italian activity comes from the parent directly, and stays, in accounting terms, part of one single balance sheet rather than two.
The chamber-fee gap tells the same story in numbers
The annual chamber fee, set out in full below, restates the same fact in euros rather than in articles. A branch pays less each year than a newly incorporated company pays, and the gap is not a discount. It is the numeric shadow of skipping incorporation altogether.
Registering a Branch With the Register of Companies
The manager's 30-day registration duty
The person managing the branch has thirty days to apply for its registration with the Register of Companies office (Normattiva: D.Lgs. 183/2021, Art. 4 and Art. 4(1)). The clock runs from the point the branch actually exists in the sense Art. 2508 describes, a seat with stable representation, not from whatever later date the manager finds more convenient. A late filing cannot be back-dated to fix a missed window.
BRIS: how the parent's own registration status reaches the Italian register
Once the filing is made, the foreign company's own registration status is communicated to the Italian register without delay, through the Business Registers Interconnection System, BRIS (Art. 4(1)). The mechanism exists so an Italian search of the branch's own file also shows something about the company standing behind it, rather than treating the branch as a record with no visible parent.
The Annual Chamber Fee: A Concrete Cost Signal
EUR 66.00 for 2026
The 2026 fee table published by a chamber of commerce lists EUR 66.00 for "Sede secondaria di impresa con sede principale all'estero", a branch of a company with its head office abroad (Camera di Commercio delle Marche: diritto annuale 2026). The chamber system sets and collects this figure every year. It is not a fee for anyone's advisory work, and it does not vary by how much the branch actually trades.
Compared with a new societa di capitali: EUR 100 to 120
The same fee table charges a newly incorporated società di capitali (capital company), the vehicle behind a subsidiary, EUR 100.00 at the national rate, rising to EUR 120.00 where a regional surcharge applies. The branch pays roughly half. Cheaper registration and no liability shield arrive together, exactly as they did in the capital section above.
Structure and cost at a glance
| Feature | Branch (sede secondaria) | New company (S.r.l. / S.p.A.) |
|---|---|---|
| Legal personality | None. An extension of the foreign parent (Art. 2331 c.c., by contrast) | Acquired on registration (Art. 2331 c.c.) |
| Minimum capital | None fixed. No incorporation step to trigger a capital rule (Artt. 2463(2)(4), 2327 c.c., by contrast) | EUR 10,000 (S.r.l.) or EUR 50,000 (S.p.A.) (Artt. 2463(2)(4), 2327 c.c.) |
| Liability regime | S.p.A. rules apply. No patrimony separate from the parent (Art. 2509 c.c.) | The company's own patrimony, under its chosen form (Art. 2462 c.c. for an S.r.l.) |
| Registration step | Publicity filing by the manager, within 30 days (Art. 4 note, D.Lgs. 183/2021) | Notarial deed plus registration (the general incorporation route) |
| Annual chamber fee (2026) | EUR 66.00 | EUR 100.00 to 120.00 |
Reciprocity: A Condition That Reaches the Foreign Company Itself
Art. 16 disp. prel. c.c. extends to legal persons, not only individuals
Article 16 of the preliminary provisions to the Civil Code conditions a foreigner's civil rights on reciprocity, and the same article is read to extend to foreign legal persons, not only individuals (Normattiva: Codice civile, Art. 16 disp. prel.). A foreign company opening a branch is itself the subject the rule addresses, not merely the individual who signs the registration filing on its behalf.
Why this is worth checking before committing to the branch route
Groups routinely assume reciprocity is a personal condition attaching to a director, because that is the more familiar version of the check. It is not, or not only. Confirming that the condition is met for the company itself, before the thirty-day registration clock starts running, avoids finding out about a problem only after the filing is already under way.
VAT Registration for an Italian Branch
Form AA7/10
A branch registers its own Italian VAT number on form AA7/10, the Agenzia delle Entrate's form for opening, varying or closing a VAT position for a subject other than a natural person (Agenzia delle Entrate: form AA7/10). Being an extension of the foreign parent rather than a separately incorporated company does not exempt a branch from filing its own VAT registration in Italy.
The Ateco 2025 classification code
The AA7/10 form requires an Ateco 2025 activity classification code, describing what the branch will actually do in Italy. Copying the parent's own home-country classification onto this form is a common shortcut, and the wrong one: the code has to describe the Italian activity, which does not always match the group's classification abroad.
Permanent-Establishment Taxation: How a Branch Is Taxed in Italy
Art. 162(1) TUIR: the permanent-establishment definition
Definition. Under Article 162(1) of the TUIR, a permanent establishment designates a fixed place of business through which a non-resident enterprise carries on all or part of its business in Italian territory (Normattiva: TUIR, Art. 162(1)). A branch is the paradigm case the article was written to reach.
Italian-source income only, not the parent's worldwide profit
Correction. Generic explanations that stop at "branches are taxed in Italy" skip the limitation that actually matters. Companies and entities of any kind not resident in Italy are subject to IRES only on income produced in Italy (Agenzia delle Entrate: IRES). A branch's Italian tax bill reaches the Italian-source slice of the group's business. It never reaches profit the group earns anywhere else.
The standard IRES rate: 24%
The rate applied to that Italian-source slice is the standard IRES rate, 24%, the same headline figure that applies to an Italian company's own profit. IRAP and the wider filing calendar sit on their own page, corporate tax in Italy, named here only for context.
Foreign company: worldwide business splits into two paths. One path, not reached by Italian IRES, leads to a greyed-out box, rest of the world profit. The other path, fixed place of business under Article 162(1) TUIR, leads to Italian permanent-establishment profit, then to IRES 24%, then to tax due in Italy. Two paths leave the same starting box; only one of them reaches an Italian tax bill.
Branch, Subsidiary or Representative Office: Choosing the Right Form of Presence
When a branch is the right call
A branch earns its lighter footprint where the group wants an Italian presence without incorporating a new company and without depositing capital, and is willing to accept that the parent itself stands behind whatever that presence does here. Everything above, the missing legal personality, the missing capital rule, the lower chamber fee, points the same direction: less to set up, less shielded.
When a lighter presence than a branch is enough
Sometimes even a branch is more commitment than the group actually needs. Where the goal is limited to market research or liaison, with no trading activity in Italy at all, the lightest form of presence draws that narrower boundary and sets out what it may and may not do.
Where the full comparison of Italian company forms lives
Every Italian legal form, side by side on capital, liability, governing bodies and audit duty, sits in one table on Italian company types, rather than repeated here.
Working With Our Team on an Italian Branch
What the engagement covers
The work on a branch splits into three parts: coordinating the registration filing with the Register of Companies before the thirty-day clock runs out, confirming the reciprocity position for the foreign company itself, and referring the VAT registration that follows once the branch exists. Pricing is on request, through the contact form, once we understand the parent company's own situation.
From our practice
From our practice. The document a foreign parent's own legal department forgets most often is not the certificate of incorporation. It is the certified translation of the board resolution appointing the branch's permanent representative, needed alongside the certificate rather than instead of it. Starting the reciprocity check the same week the representative is appointed, rather than after the registration filing is already drafted, is what keeps the thirty-day clock from becoming a problem. The chamber-fee gap against a subsidiary is a genuine number and a poor reason on its own to choose a branch: groups that lead with the smaller fee often only ask about the liability question afterward, once it is harder to reverse. The Ateco code on the VAT registration is worth checking against what the branch will actually do in Italy, not copied from the parent's own home classification.
Giulia Mancini, Head of Corporate Formation, Milan
Author and reviewer signature
This page is written by Giulia Mancini, Head of Corporate Formation, Milan office, and reviewed by Alessandro Ferri, Tax and Accounting Lead, Rome office. Neither holds a notarial title, and neither files the registration personally. The work described above is coordination with the register and with the professionals who handle the filing itself.
Next step
Once the branch is registered and its VAT position is open, the tax mechanic above is the next thing worth planning around, not a second look at incorporation. To begin, start the onboarding form.
Frequently Asked Questions
What is a sede secondaria under Italian law?
A seat that a foreign company establishes in Italy with stable representation, distinct from incorporating a new Italian company. It is published in the Register of Companies, not itself incorporated, and never acquires its own legal personality.
Does an Italian branch have its own legal personality?
No. Legal personality arises only on registering a new company with the Register of Companies. A branch is not itself registered as a new company and does not go through that step, so it never acquires legal personality separate from its foreign parent.
Who is liable for a branch's obligations in Italy?
The branch is governed by the S.p.A. liability rules for this purpose, with no patrimony of its own separate from the foreign parent. In practice, the foreign parent company itself stands behind the branch's Italian obligations.
Is there a minimum share capital for an Italian branch?
No specific minimum is fixed by the Code for a branch. The capital-minimum rules, EUR 10,000 for an S.r.l. and EUR 50,000 for an S.p.A., govern the incorporation of a new company, a step a branch never undergoes.
How is a branch registered with the Italian Register of Companies?
The person managing the branch must apply for its registration with the Register of Companies office within thirty days. The foreign company's own registration status is then relayed through the BRIS system without delay.
Does the reciprocity condition apply to a foreign company opening a branch?
Yes. Article 16 of the preliminary provisions to the Civil Code is stated to extend also to foreign legal persons, not only individuals, so the condition reaches the foreign company itself when it opens the branch.
What is the annual chamber fee for an Italian branch?
EUR 66.00 for 2026, according to the chamber-of-commerce fee table for a branch of a company with its head office abroad. The figure is set each year by the chamber system, not by the company.
How does that compare with incorporating a subsidiary instead?
A newly incorporated societa di capitali, the route for a subsidiary, pays EUR 100.00 to 120.00 in the same annual fee table, against the branch's EUR 66.00. The gap is a numeric expression of the fact that a branch is not incorporated.
Does an Italian branch need its own VAT number?
Yes. A branch registers for VAT on form AA7/10, the form the Agenzia delle Entrate uses for subjects other than natural persons, which covers a branch of a foreign company.
What classification code does the VAT registration require?
The AA7/10 form requires an Ateco 2025 activity classification code, describing the actual business activity the branch will carry out in Italy.
How is a branch taxed in Italy?
As a permanent establishment under Article 162(1) of the TUIR: a fixed place of business through which a non-resident enterprise carries on all or part of its business in Italian territory, taxed on the profit that establishment produces.
What tax rate applies to a branch's Italian profit?
The standard IRES rate of 24%, the same headline rate that applies to an Italian company's own profit, charged here on the permanent establishment's Italian-source income.
Is a branch taxed on the foreign company's worldwide profit?
No. Companies not resident in Italy are subject to IRES only on income produced in Italy. A branch's Italian tax reaches only the Italian-source slice of the foreign company's business, never its profit earned elsewhere.
By Giulia Mancini, Head of Corporate Formation, Milan office. Giulia Mancini leads company formation for founders who are not resident in Italy. She started out preparing incorporation deeds in a Milan notary practice and has spent twelve years on the same problem since: reconciling what a foreign shareholder can sign remotely with what the notary and the Register of Companies will actually accept.
Reviewed by Alessandro Ferri, Tax and Accounting Lead, Rome office. Updated 11 September 2026.