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Bagala & Partners Case Study

Bagala & Partners are a team of associated lawyers, based in Milan and Tokyo (at the Italian Chamber of Commerce in Japan - ICCJ). The Japan Desk was established in order to support Japanese companies investing in Italy.  Ms Masako Nakagawa is originally from Tokyo but has lived in Milan for 10 years and is the head of the Desk. 

To read an interesting case study written by Bagala & Partners regarding a Japanese company operating in the import/export food industry, see below. 

 

Case Study - Business between Japan and Italy

2017 is proving to be a very crucial year for the consolidation of trade relations between Japan and Italy. Italy has considerably strengthened its export to Japan with an increase of 9.6% during 2016.

Moreover, Italy, and in particular the city of Milan that with EXPO 2015 has had a considerable international exposure (about 20 million visitors), it is becoming a big investment hub for Japanese companies, particularly those operating in the "food" industry.

Italians are discovering the true traditional Japanese cuisine, such as "ramen", and for this reason frequently we receive requests for legal, tax and management support for opening the business in Italy.

We submit a practical case, which happens quite often, that may be the first step towards a future investment in Italy.

 

Case

A Japanese company operating in import / export food industry, aim to formalize its presence in Italy to locate potential suppliers of typical Italian products to be imported to Japan, which will be proposed within their chain of restaurants.

Q: There is a fast and agile way to formalize the presence in Italy?
A: Yes, the Japanese company may open a representative office (rep. office) in Italy, which must be registered with the relevant Chamber of Commerce within 30 days from its opening. The rep. office does not require an incorporation act and does not require a minimum capital. In fact, the rep. office is only registered in the REA (Economic Administrative Index) of the competent Chamber of Commerce.

Q: What are the operational limits of the rep. office?
A: The rep. office is not a permanent establishment, as are the "subsidary" and "branch" of a Japanese company in Italy, and can only carry out the promotion of the services and products of the parent company activities. It can have an office, a warehouse and can hire workers.

Q: The Japanese company must have an Italian partner to open the office?
A: Absolutely not. To make the practice of registration is advisable to rely on a professional (lawyer / notary) that will indicate the necessary documents. With the correct documents, the Italian professional can do the whole registration.

Anyhow,  the registration can be done by any person, even a Japanese. It is necessary to have an italian digital sign and know how to use the software of the Chamber of Commerce which are totally in Italian language.

It Is possible to open a bank account to expedite all the financial operations in Italy.

It will be necessary to indicate, at the time of registration, the address where the rep office will be located. The professional in charge can also help the Japanese company to find the office and to sign the lease contract.

Q: The Japanese company can send one of its employees to Italy to work in the rep. office?
A: Yes. The Italian immigration law provides a special type of visa that allows to send an employee to work in Italy. It is Important to point out that this visa is out of the annual quota that the Italian Government sets and is subjected to a more streamlined and fast procedure. The employee must be hired for at least 6 months by the Japanese company and must be a director / manager.

Q: For the visa procedure how we can proceed?
A: It is advisable to rely on a specialized professional who will indicate the necessary documents and will make the stages of nulla osta and visa. Once the Japanese worker will be entered Italy with the visa, he will have to bear within 8 days at the Immigration Office to bring the necessary documents and then wait for the arrival of a residence permit.

Q: The rep. office how it is treated for tax purposes?
A: The rep. office cannot produce any kind of income but it works as a mere center of cost aimed at the promotion of the Japanese parent company.

All costs incurred, such as office rent; phone; transportation etc ..., can be downloaded from the parent company and it is possible to request the refund of VAT.

Q: Who will have the legal responsibilities in Italy?
A: The Japanese company will be directly responsible for all the obligations undertaken in Italy.

Q: How is treated the contributory aspect in Italy?
A: The japanese employees will be resident in Italy for tax purposes and therefore they will be subject to the Italian law.

It is important to note that, until now, was not formalized yet the agreement between Japan and Italy on Social Security (agreement signed in Rome in 2009), which essentially entails that the Japanese employees will remain covered by the japanese social pension and they will continue to pay the contribution in Japan.

For this reason, and based on the fact that the rep.office is not a permanent entity, it will be necessary to appoint a person resident in Italy that will act as “fiscal and social security representative. This person cannot be the Japanese employees that will work in Italy.

Generally, a lawyer or accountant professional is appointed.

Q: Is it necessary to appoint a person acting as a representative in Italy of the Japanese society?
A: Yes. The Japanese company need to appoint a person to represent the Japanese company before the Italian public offices and private entities.  We recommend to appoint a person that lives in Italy.  He could be also the Japanese person who will come to work in Italy.

* * *

For further requests of clarification, please contact Ms. Masako Nakagawa: mako@bagalaandpartners.com / tel: +39 0289052396

www.bagalaandpartners.com

 

 

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