EXPERTISE MULTINATIONAL COMPANIES
STUDIO NIGRO is an Italian Multidisciplinary Professional Firm
We provide a wide range of different services and solutions for multinational corporations and SMEs: Tax, Legal, Labour, M&A, Corporate Finance, Transfer Price and Global Mobility Consultancy. Our clients are foreign companies that choose to expand their business in Italy.
We advise multinational companies also providing day-to-day consultancy, compliance and full support during the acquisition process.
With over 34 years of experience in international matters and thanks to the competence of its CPAs, Lawyers and Labour Advisors, STUDIO NIGRO is the business partner for Italian business growth.
TAX
STUDIO NIGRO provides a Tax extensive and comprehensive advising in Italy for multinational companies covering the everyday transactions up to strategic business such as M&A
LAW
STUDIO NIGRO Lawyers has matured a significant expertise on: Tax Dispute Resolution, Intercompany Agreements, Legal Due Diligence, Share Purchase Agreement, Corporate Finance, Labour
LABOUR
STUDIO NIGRO Payroll, our dedicated Payroll Italian Team, delivers scalable payroll solutions through innovative technology for of any size’s Employers including Payroll Migration Services
GLOBAL
STUDIO NIGRO Global Mobility includes many key aspects like the relevant income tax, social security, secondment or assignment contracts and, last but not least, obtaining the visa
Why should You Choose STUDIO NIGRO
Our 34-year-old experience has allowed us to build strong partnerships and relationships with multinational clients and international providers. Today, our firm’s substantial international reputation is based on specific key points:
1 – QUICK ROLLOUTS
By working mostly with multinational companies, we have developed a significant expertise in quick rollouts that allow us to move faster in every situation.
2 – LOCAL LEGISLATION COMPLIANCE
We provide careful and specific support to foreign investors to comply to local laws and procedures.
3 – UNIQUE SERVICE PROVIDER
From the operative staff to the top management, everyone at LPD moves in the same direction to better serve the customer.
4 – IMMEDIATE FEEDBACK
All actions are shared, agreed upon and part of a fully transparent communication aimed at providing immediate feedback to our clients.
COMPANY & BRANCH INCORPORATION
STUDIO NIGRO specializes in company and branch incorporation.
In Italy, the most common limited companies are Private Limited Company by quotas (Società a Responsabilità Limitata) S.r.l. and Public Limited Company by Shares (Società per Azioni – S.p.a). It is also possible to set up a Permanent Establishment (Branch Office).
STUDIO NIGRO Company formation Services
Recommendation on most suitable Italian company type to be incorporated into
Support in the opening of an escrow account for the share capital deposit
Drafting of public deeds of incorporation and company bylaw
Arranging Public Notary procedures and certified translations
Drafting of shareholder agreement if requested
Obtaining VAT and Tax code in one day
Newco registration at Trade Register – within five days from the Public Notary Act
Support in opening a bank account
Providing company domicile
Branch or Permanent Establishment
Italy offers the opportunity to set up a branch office also called permanent establishment. The incorporation takes about one week and it doesn’t require the client’s or its representative’s physical presence to hire employees, lease office and so on.
Since it is not considered as a separate legal entity despite Transfer Price rules, a branch has the same obligations of a limited company: keeping the accounting, respecting the tax compliance deadline, and being a taxpayer.
STUDIO NIGRO Branch Services
Drafting of the board of directors’ minutes
Arranging public notary procedures and certified translations
Branch registration
Obtaining of vat and tax code
Provide support for the bank account opening
Tax compliance, keeping the accounting and provide the reporting package for the mother company
STUDIO NIGRO offers a “turnkey” service.
TAX COMPLIANCE
Tax compliance involves the awareness and observation of the state, federal, local, or international tax laws and government officials’ various requirements. The term also refers to taxpayers’ decision to comply with tax laws and regulations by a timely and accurate payment.
To be compliant with the Tax and Accounting with the Civil and Tax law is mandatory in Italy and it is a key factor; The main register to be filled in are Vat and Journal book. There is a proper software that allows to combine the double-entry with all the tax and vat implication.
STUDIO NIGRO Tax & Accounting Services
Tax advice on Italy compliance-relevant subjects
Tax computation, preparation and delivery of tax returns
Arrangement of non-tax-deductible expenses
Vat computation and quarterly/year compliance
Sanction check
Daily bookings
Accounting of fixed assets
Salary accounting
Quarterly reports to Italian tax authorities, including preparation of all relevant closings and reports to social funds
Calculation and reporting of all types of taxes
Preparation of all bookkeeping documents for monetary transactions
Filing of bank reports
Consulting on Italy finance, daily accounting and taxation matters
Preparation of all HR documents demanded by Italy law
MERGE & ACQUISITION
The term “merger” refers to the voluntary fusion of two or more companies into a new legal entity, while “acquisition” identifies the process through which a company purchases most or the entirety of another company’s shares, gaining partial or full control of the business.
Growth through strategic acquisition is a crucial topic for many companies. It involves synergies and professionals that can properly address during all the acquisition phases starting from the identification of the target company, the various due diligence, drafting and negotiation of the share purchase agreement (SPA) and the shareholder agreement, support during the closing phase.
STUDIO NIGRO Merge & Acquisition Services
Complete assistance including cross border merger, STUDIO NIGRO provides Tax, Accounting, Legal, financial and labour due diligence, vendor due diligence, data room organization.
TAX DUE DILIGENCE
Tax due diligence is a thorough and accurate examination of the different types of taxes that might be imposed upon a company. The process also includes analyzing the various taxing jurisdictions that might have a sufficient connection to the business subjected to the taxes.
Whether a company is involved in a sale or acquisition of shares or other companies, it is crucial to comprehensively evaluate the tax consequences of any transaction by a careful assessment.
Tax Due Diligence is more than recommended in the case of acquisition or sales of shares, going concern, work for equity.
STUDIO NIGRO Tax Due diligence Services
Data room services, procedures and organization
Tax, Financial. Legal, Accounting and payroll, Due Diligence
Conduct a post-acquisition audit
Maximizing Client financial and tax position
Drafting a price adjustment or warranty and indemnity clause
Managing any potential litigation and claims processes
VAT UE AND TAX REPRESENTATIVE
VAT is an acronym for Value Added Tax. In the European Union, it is a broadly-based consumption tax that gets assessed based on the value that is added to services and goods.
A tax representative is a professional who is authorized under the law to partly or fully conduct the taxpayer’s various activities involving the fulfillment of possible tax liabilities.
STUDIO NIGRO provides turnkey support for UE Vat and Tax Representative registration and compliance. In this regard, the services provided are the following:
STUDIO NIGRO Vat UE and Tax Representative Services
Obtaining Italian VAT number for UE
Companies and Tax Representative
VAT accounting services
VAT computation, VAT return preparation and delivery
VAT payments
VAT Italy refund
TRANSFER PRICING
Transfer Pricing refers to an accounting practice that represents the price charged by a company division toward another division for the provision of goods and services. Transfer Pricing is crucial to establish fees for services and goods exchanged between subsidiaries and affiliates that are part of the same enterprise. When done correctly, it might produce tax savings for corporations.
STUDIO NIGRO Team is composed of professionals with international experience who matured a significant expertise leading multinational companies in more twenty years of experience both in transfer pricing and economic evaluations.
STUDIO NIGRO’s expertise in Transfer Pricing also covers royalty management, intercompany loans, management services, transfer pricing litigation across many business sectors.
STUDIO NIGRO Transfer Price services
Benchmark analyses using the databases (AMADEUS and AIDA) the same adopted by the Italian Tax Administrations and international best practice
Preparation of the entire documentation on transfer price: Country file and master file
International tax planning and consultancy on value chain restructuring activities
Assistance in tax litigation regarding Transfer Pricing and Permanent Establishment
TAX DISPUTE RESOLUTION
On the 1st of July 2019, the EU’s Directive on tax dispute resolution (2017/1852) was approved and implemented as a directive that sets up a new process for resolving tax disputes in the European Union. Both Member States and taxpayers have new obligations and opportunities under this legislation.
Transfer Pricing remains one of the hottest areas in terms of assessment. It is evident from the growing number of disputes and the attention paid to it by the financial administration.
The peculiarity of this matter depends on the fact that the determination of the correct transfer price passes through an evaluation process that must take into consideration the characteristics of the transactions carried out and the reference markets, the strategies of the company and the group, the assets involved, the functions performed and the risks assumed.
It will be in the taxpayer’s interest to detail these aspects as clearly as possible to provide the administration with the information framework necessary to find the adequacy of the transfer prices adopted.
Agreeing in advance with the Public Administration, through the use of the international ruling procedures, it is possible, also on a bilateral basis, obtain the advantage of avoiding audits and penalties. Furthermore, as clarified by the tax office old communication dated 25 / E / 2014, towards those accessing the procedure, it will be possible to initiate checks only regarding issues other than those covered by the ruling, to prevent the same business model being the subject of a different interpretation.
Thus, a verdict concerning transfer prices should inhibit further controls, such as those relating to stable hidden organization or other aspects relating to the same business model.
STUDIO NIGRO Transfer Price Services
Economic analysis on databases (AMADEUS and AIDA) used and recognized by Italian Tax Administrations and international best practice
Preparation of the entire documentation on transfer price: Country file and master file
International tax planning and consultancy on value chain restructuring activities
Assistance in tax litigation regarding Transfer Pricing and Permanent Establishment
LABOUR AND EMPLOYMENT
STUDIO NIGRO labour and employment lawyers guarantee efficient, effective and extensive assistance covering all the Human Resource areas.
STUDIO NIGRO Labour Lawyer Services
Drafting of employment contracts, including restrictive covenance such as: non-competition and non-solicitation clauses, Stock Option and RSU plan
Management of Trade Unions relation
Employment dispute management
Disciplinary proceedings
Collective redundancies drawing up of company regulation
Detachment agreement
Supporting Clients during the purchase or the sale of going concern business that will impact on the human resource
Provide Due Diligence on labor matters
COMMERCIAL LAW
STUDIO NIGRO Legal department during the 34 years of business activity has advised multinational companies from the drafting and the negotiating of the below listed contracts.
STUDIO NIGRO Commercial Law
drafting and negotiation of commercial agreements governed by domestic or international laws, such as: agency agreement, distribution, stock assignment, logistic;
Directors Powers drefting;
Transfer Price Policy preparation;
Corporate Finance.
Cross Border Agreement such as:
– cash pooling;
– cost sharing agreement;
– management fees;
– consignment stock;
– distribution;
– royalty agreement.
CORPORATE FINANCE
Corporate Finance is a specific division of Finance specializing in how corporations and businesses deal with capital structuring, investment decisions and funding sources.
The primary goal of Corporate Finance is to maximize shareholder value through specific financial plans and to implement various strategies to fulfill particular business goals. This specialization includes several different activities, ranging from investment banking to capital investment decisions.
STUDIO NIGRO Legal and Tax Team often work together, and this approach guarantees a unique and professional practice.
STUDIO NIGRO Corporate Law Services
– Corporate reorganization
– Merger & demerger
– Equity crowdfunding
– Company transformation
– Company dissolution
EMPLOYER REGISTRATION
Employer registration is a term used to describe the process of a Legal Entity being registered to the Social Security Institute, INPS and INAIL.
In order to fully be compliant with employer registration, you will need the support of specialized professionals.
STUDIO NIGRO provides a full service, including employer registration. Through STUDIO NIGRO services, we are available to register an Employer in 3-4 working days. This activity starts soon after the Company has obtained the registration at the Chamber of Commerce.
STUDIO NIGRO Employer registration services:
It includes the obtaining of Social Security and INAIL (public insurance for work accident) unique code.
Set up of the payroll, software-based on customized parameters.
Obtainment of the Employer’s mandate to deliver to the Authorities the monthly, yearly, and on event communications.
PAYROLL AND POST PAYROLL
Payroll service providers are companies that specialize in payroll calculation and experts’ automatic processes in payroll tax statements, year-end taxes, and several other matters. They represent a solid ally to countless employers who want to ensure that competent professionals accurately manage their employees and taxes.
STUDIO NIGRO offers an accurate and on-time set of payroll services to different entities.
Payroll service should be delivered on time and clear. The payroll specialists’ approach needs to be proactive, and communication must be provided in fluent English when requested.
STUDIO NIGRO Payroll Services:
Set up of clock in clock out system
Customized report and budget
Data collection via web portal
Web portal payslips distribution
Seconded management
File for ERP and salary and social security payments
SOCIAL SECURITY REPRESENTATIVE
A Social Security Representative is a person or entity specifically appointed to manage social security payment for an Employer.
More specifically, a Social Security Representative will be appointed in all the cases where the foreign Employer is obliged to pay social security for its Italian employees. This condition is necessary in the case of activity in Italy and does not imply a permanent establishment as per OECD definition.
Thanks to its extensive experience in this specific field and its team’s know-how, STUDIO NIGRO can act as Social Security Representative in Italy and has therefore developed a dedicated service.
STUDIO NIGRO Social Security Services
Employer and Social Security set up
Acting as your Social Security Representative and related liabilities
Secondment consulting
Tax and Social Security preliminary analysis
Assistance in dealing with the Italian Social Security Authorities
Assistance and advice on the completion and submission of the relevant social security forms
Drafting of employment contracts
LEGAL LABOUR ADVICE
Labour Law aims to mediate the relationship between employing entities, workers, government and trade unions. It applies to several matters, such as remuneration, industrial relations, employment, work conditions and similar subjects, and should always include the support of specialized professionals and/or consultants.
In order to provide our clients with the most extensive service, we also offer legal labour advice and consulting on several different subjects.
STUDIO NIGRO Lawyers complete the payroll service line and are involved when one of the following activity is requested:
STUDIO NIGRO Legal Labour Advice
Drafting of employment contracts
Drafting Stock Option and RSU plan
The management of Trade Unions relation
Employment dispute
Disciplinary proceedings
Collective redundancies drawing up
Detachment agreement
Labour Due Diligence
EMPLOYEE HANDBOOK
We can draft an employee handbook as a collection of procedures, policies, working conditions and behavioral expectations that should guide all employees’ actions in the workplace.
Usually, employee handbooks include several data: information about the company, mission, vision and purpose of the organization, values and strategic goals. At the same time, this medium summarizes attendance expectations, the use of company property and, more in general, every information that the employee should know.
Its redaction should always be specific and performed with the support of specialized professionals. That is why STUDIO NIGRO offers an extensive range of services in this area.
STUDIO NIGRO Employee Handbook services:
Workplace Policies
Code of Conduct
Compensation and Benefit
Travel and expenses
Expat Policy
