Our team is made up of professionals with complementary backgrounds and experience, covering a wide range of areas of law, in particular non contentious company commercial and property law, with a particular specialisation in transactions with a cross border element. The firm’s lawyers include Italian qualified lawyers, with fluent English, and an English qualified lawyer (and ‘avvocato stabilito’ in Florence) with fluent Italian. As such, the firm is well placed to deal with transactions where an understanding of both legal jurisdictions and both cultures is necessary, and has accrued substantial experience in assisting Italians investing outside Italy (where the English language and experience of operating in the Anglo Saxon legal system is essential) and English speaking clients investing in Italy (where the knowledge of both legal systems and languages is essential).
Advising both Italian and foreign clients in relation to all aspects of real estate transactions, in relation to both residential and commercial property, including tax structuring (purchase of real estate via an Italian company or through a company set up in a different legal jurisdiction); advising on all aspects of the acquisition process under Italian law including (where required) negotiation of agents’ fees and negotiation of the purchase price andformulation of the written offer to purchase (binding under Italian law); advising in relation to pre-emption rights issues, drafting and negotiation of preliminary contracts and completion before a notary and advising on all aspects of mortgage finance in relation to real estate acquisition transactions.
BUYING & SELLING PROPERTIES IN ITALY
This memorandum is intended to provide information regarding the acquisition of real property in Italy, with a specific focus on business property. It is important to note that the Italian legal system, in consideration of its particular historical background, attributes to a notary (Notaio) a predominant role in drafting the purchase agreement of land or buildings. Contrarily to what generally happens in common law countries, where the role played by the lawyer in real estate transactions is exhaustive, Italian lawyers are involved in such commercial transactions mainly in the preparatory phase which consists in the conducting of due diligence and negotiations between the parties. In any event the following information will be applicable in both legal systems.
All commercial contractual matters, in particular the drafting and negotiation of contractual documentation in the technology / software fields such as technical know-how and licence agreements; share / asset sale / purchase agreements and agreements for services, licensing, distribution, purchase and agency agreements for the fashion industry; joint ventures and cost sharing arrangements and ‘preliminary’ agreements such as confidentiality agreements and letters of intent.
Italy has rules of ‘forced heirship’, whereby specific members of one’s family are entitled to specific proportions of one’s estate on death and it is not possible to disinherit them.
Such forced heirship rules may well apply in relation to real estate owned by foreigners in Italy, unless specific action is taken to ensure that the laws of the county in which the deceased was resident immediately prior to his / her death apply to the distribution of his / her estate on death.
This may come as a surprise to foreign clients who come from jurisdictions based on ‘free testament’ so long as an individual executes a will determining the distribution of his / her estate after death. We are able to advise of the impact of Italian succession law, liability for inheritance tax in Italy and in the country of origin and the double tax treaty rules which apply in each case.
