Opening of bank account in Italy for company
What foreign investors have to do for opening a corporate bank account
Activation of a company set up in Italy by non EU investors after opening of bank account
The activation of a newco in Italy happens when the bank account of the company is open
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Only the opening of a bank account allows a newly incorporated company in Italy to obtain full operation.
A foreign investor who is a non-EU subject, whether a natural person or a legal entity, can establish a company in Italy if the reciprocity condition is present.
The check of the presence of the reciprocity condition is carried out by the notary, who, before proceeding with the incorporation of the company for the foreign investor, ascertains:
- whether the non-EU investor (natural person or legal entity) is based in a country with which Italy has signed BIT (Bilateral Investment Treaty) agreements; the limitations may concern the participation quotas in the company and the economic sector of the investment;
- if the non-EU investor is based in a country with which the BIT agreement with Italy has not been signed, the notary in Italy must verify the foreign law of the investor's country in order to ascertain any limitations applicable to Italian investors in that country, the limitations provided for by the law of the foreign country may concern some economic sectors considered strategic for which an Italian investor cannot have 100% of the shares, but rather shares in a lower amount; in such cases the non-EU foreign investor can set up a company in Italy under the same conditions with which an Italian investor can set up a company in the country of the foreign investor;
- if the notary establishes that there is no reciprocity, the non-EU investor cannot set up a company in Italy.
After the notary has set up the company in Italy, it is existing, but not yet active, therefore, in order to make the new company active, the non-EU investor must obtain authorization from the Companies Register (it is a branch of Chamber of Commerce) to start carrying out economic activity. If the new company just established by the notary does not become operational, it remains a dormant company.
Appointment of a company director resident in Italy or in an EU country
In order for a company newly established in Italy by a non-EU investor to begin to be operational - spend money to make payments necessary for business activities and collect money from customers - the non-EU investor must first appoint, as director (or as chairman of the board of directors) of the new company, a natural person resident in Italy, or in another EU country, and proceed with the communication to the Company Register, otherwise the Company Register does not issue the authorization that allows the company to begin carrying out economic activity.
However, this formality is not sufficient to obtain full operational status, the new company must also proceed with opening a bank account.
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The choice between opening a bank account with a digital bank and a traditional bank
Newly established companies in Italy can choose to open:
1) Online bank account with a digital bank
The online company bank account can be opened with one of the various financial operators existing in this sector, also called digital banks (they are banks that do not have branches), simply by registering via the website of the selected bank with the online banking or internet banking service and sending identification documents of the applicant (passport, identity card, chamber of commerce certificate, other data).
This is a service offered by banks that allows customers to manage their current account remotely, without going in person to a bank branch or without having to make phone calls to receive or give instructions relating to payments.
2) Bank account with a traditional bank (bank with agencies)
This choice is usually made:
- to satisfy customers who do not like to make or receive payments from digital banks, or
- for marketing reasons, by placing its own corporate image alongside that of a well-known bank of which it is a customer;
- to satisfy the requests of logistics and customs operators who carry out international shipping of goods and/or customs clearance.
Identification of the non-EU investor applicant for the opening of a corporate bank account in Italy
In order to open a bank account with a tradional bank for a new company incorporated in Italy by a/any shareholder/s who is/are citizen/s of a non-EU country or by a company based in a non-EU country, the personal identification of the applicant is required.
In practice, the non-EU investor in person, or the shareholder (as legal representative) of the non-EU legal person who has incorporated a new company in Italy, must appear in person for an interview with the branch director of the chosen Italian bank and exhibit:
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- passport;
- ID card with address for check of residence;
- company certificate (so called "visura camerale") released by the chamber of commerce;
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bring mobile phone for activation of internet banking service, then he/she has to sign several documents, including the privacy document.
Formally, the opening of the bank account application and documents must be signed in person also by the company director resident in Italy, or in another EU country, in front of the director of the branch of the selected bank; there is the possibility that the shareholder who is a non-EU citizen, but resident in Italy, can also take on the role of director of the new company incorporated in Italy.
Banks do not accept to open a corporate bank account with a proxy - to a person resident in Italy, or in the EU - given by a non-EU investor who is not resident in Italy.
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Banks' refusal to open a business bank account for companies incorporated in Italy by a non-EU investor
Registration with digital and traditional banks can sometimes be refused by the banks, the reason for the rejection of the application is often not motivated by the bank, however the reasons can be the following:
- profile of the applicant, as the applicant could be a person who: has mismanaged other companies in the past; who has committed serious crimes and/or crimes relating to the administrative management of companies, financial crimes; or the applicant is a company or a shareholder or director involved in any corporate bankruptcy;
- the investment project to be carried out with the new company in Italy does not appear to be profitable and sustainable;
- the citizenship of the applicant or the country in which the legal seat of the non-EU company that wants to set up (or has already set up) a company in Italy is located in a country that is in the black list for tax reasons or because it is a country that has not signed international agreements on the exchange of banking information or because there is a corporate law system that allows the existence of shielded offshore companies in which the identities of the shareholders of a company that wants to invest in Italy are not known;
- for application of internal policy and compliance with the bank's ethics code;
- for application of practices indicated by the central bank relating to: lack of information provided by the applicant; suspicions of international money laundering deriving from crimes and financing of illegal activities and terrorism.
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