Takeovers - Italy
Taking over an existing business has various advantages over setting up a new one.
The business's new owner can, for example, retain existing market share, develop a simpler business plan based on pre-existing data and avoid administrative procedures. The new owner can also draw on the business's past experience and an established customer network, and gain better overall knowledge of the business sector.
Before taking over a business it is important to ascertain its value and obtain all the necessary information; it is possible to obtain title searches and accounts from the Italian Chambers of Commerce.
Above all for transactions involving medium-to-large-sized companies, it is necessary to perform a thorough due diligence analysis, which verifies tax compliance, any contentious issues (whether related to tax or employee-related), etc. For this purpose, it is also possible to request a Tax Clearance Certificate under Article 14 of Italian Legislative Decree 472/97, with which ongoing disputes, or those which have already been settled but in which debts have not been paid out.
Retiring business owners need to plan the transfer of their business in advance.
Some standard requirements to be completed when taking over a business are the same as when setting up a new business.
In order to take over a sole proprietorship, the new owner must obtain all the necessary permits and licences. In some cases these can be bought from the previous owner (e.g. taxis and tobacconists). In others, a specific professional qualification or equivalent professional experience is required (e.g. hairdressers, beauty parlours).
In all cases, the purchaser takes over the seller’s economic relations with a new VAT number, which must be requested from the Revenue Agency via the ComUnica procedure. It is also possible to register with the welfare (INPS or welfare fund) and possibly insurance (INAIL) bodies.
Before doing all this, it is necessary to request a tax identification number from the Revenue Agency.
For partnerships, if the takeover takes the form of the acquisition of a controlling interest (shares or stock) in the existing company, the recipient will continue to operate under the same company name; however, in the case of a true acquisition of a company, the new owner will use a new VAT number.
The company transfer is formalized by a public deed drawn up by a notary, who then has it listed in the Business register, while the transfer of shares can also delegated to qualified intermediaries (chartered accountants, etc.) provided with an electronic signature.
Check also the legislation on this topic in: