British entrepreneur, opening a business in Milan

A British entrepreneur based in London, founder and CEO of a technology consulting company with a client portfolio across the United Kingdom, Germany, and the Netherlands. Following Brexit and the resulting loss of freedom of movement and establishment within the European Union, his cross-border business model faces increasing operational friction: difficulties in providing ongoing services to EU clients, customs and tax complexities, and the inability to participate in tenders reserved for operators established within the Union.

The strategic decision is clear: to establish a stable corporate presence in Italy, with Milan as the operational base, and to relocate personally to direct European operations. The objective is not a simple representative office, but a fully operational company, with local staff, an Italian VAT number, and autonomous contractual capacity within the EU market.

To manage this case, the Law Firm would adopt an integrated approach addressing migration, corporate, and tax matters simultaneously, structuring the operation into coordinated phases to minimize the time required to launch the business.

1. Corporate structuring and incorporation

• Comparative analysis and recommendation of the optimal legal form: single member SRL (functional equivalent of a UK Ltd), preferred over a branch for operational autonomy, asset protection and stronger perception of establishment in the Italian market
• Drafting of the articles of association and deed of incorporation, including specific clauses tailored to a company with a foreign sole director
• Coordination with the notary for incorporation and registration with the Companies Register at the Milan Chamber of Commerce
• Opening of the Italian VAT position and VAT registration, including activation for intra EU transactions (VIES)
• Preparation of documentation for INPS registration under the commercial management scheme for the director
• Design and implementation of adequate organisational, administrative and accounting structures, including organisational models and internal control systems aimed at preventing corporate administrative liability for criminal offences, in compliance with applicable legislation

2. Immigration strategy

• Preparation of the self employment work authorisation application with the Police Headquarters in Milan, demonstrating income requirements, availability of adequate financial resources in relation to the activity to be carried out, suitable accommodation and registration with the Chamber of Commerce
• Drafting of the consular dossier for the self employment visa application at the Italian Consulate General in London
• Coordination of timelines between visa issuance and the planned start date of operational activities
• Assistance with the residence permit application within eight days of entry into Italy and subsequent update of the director’s position with the Companies Register

3. Cross border tax planning

• Structuring of economic relationships between the Italian and UK companies: intercompany service agreement, documented transfer pricing policy and cost sharing arrangement
• Analysis of the entrepreneur’s tax residence under the Italy United Kingdom Double Tax Treaty and Italian domestic law, with determination of filing obligations in both jurisdictions
• Structuring of the director’s remuneration in a tax efficient manner, avoiding double taxation on compensation
• Structuring of commercial transactions with the UK company under post Brexit customs rules: EORI registration and management of import and export declarations for services and goods

4. Operational launch and hiring

• Identification and negotiation of the office lease in Milan, with verification of the property’s compliance with commercial use requirements
• Opening of the corporate bank account with AML and KYC documentation prepared by the Law Firm
• Assistance with the selection and hiring of the first Italian employees: drafting employment contracts compliant with the applicable National Collective Agreement and mandatory notifications to the Employment Centre
• Activation of utilities, registration of the company certified email address (PEC) and filings with social security and insurance authorities

“Brexit changed everything for those of us working daily with European clients. What used to be natural, serving clients in Berlin or Amsterdam from my London base, had become an obstacle course. Opening in Italy seemed the right solution, but the bureaucracy was more intimidating than the decision itself. Having a Law Firm that handled company incorporation, the visa and tax planning in parallel allowed me to be operational in Italy in a timeframe I would never have thought possible. Today my Italian SRL is the centre of European operations, and the business is growing again.”