Transferring the registered office of an existing Italian company is more common than founders expect, and less complicated than they fear. The variable that matters is whether you are crossing a provincial boundary.
Two different procedures
Moving within the same municipality is the lighter case: for most companies it is a filing with the Chamber of Commerce, without touching the articles of association, provided the articles refer to the municipality rather than the full street address.
Moving to a different municipality or province — which is what a transfer to Milan usually means — is the heavier case. It generally requires a shareholders’ resolution amending the articles, taken before a notary, followed by registration. Your file then moves to the Milan Chamber of Commerce.
Which procedure applies to your company depends on how the articles are drafted and on the company type. Your notary and accountant will tell you in one reading. Do not assume the light version applies because someone described it that way for a different company.
What has to be in place first
The new address and the right to use it. For a domiciliation that means the signed agreement, in hand, before the resolution. It is the document that makes the new registered office referable rather than merely declared.
The part people underestimate
Changing the registered office in the register is one thing. Making sure everyone who writes to you knows about it is another, and it is where transfers go wrong.
Banks, the tax authority, insurers, your certified email provider, suppliers with your old address in their systems, and anyone holding a contract with a notices clause pointing at the old seat. A formal notice delivered to a registered office you have left is a problem you discover late, usually when a deadline has already run.
Build the list before the transfer, not after. And keep some form of mail collection at the old address for a period afterwards if you can, because correspondence lags behind registers by months.
The rating angle
One thing worth knowing before you move. A change of registered office is visible in the business register with its date, and a bank reviewing your file will see it. A single, well-motivated move to a stronger address reads as a company consolidating. A pattern of moves reads as instability.
So if you are going to move, move once and choose an address you will keep. That is an argument for thinking about the destination carefully rather than picking the cheapest option and revisiting it in eighteen months.
Our address in San Babila is described in full on the registered office page, including what is and is not included. Italian readers can find the equivalent information on ufficio virtuale a Milano.
Written by Luca Pacini, bank rating analyst and credit advisor at Broker Associati, Milan. Nineteen years advising Italian and foreign companies on lending decisions and access to credit. Questions: legale@brokerassociati.it or +39 348 303 9844.