Business networks contracts

Clarification on the Contributions from the Swiss company in network contracts of Italian firms

The Business network, regulated by the so-called network contract, introduced a few years ago in Italy, seems increasingly to be a real opportunity for companies wishing to develop synergy and strategic – productive alliances . Even Swiss companies are eligible, but under certain conditions.

The Italian law applicable to the contract of Business network, in force since 2009, does not limit participation in business networks based on the nationality of the participants.

Foreign subjects, including the Swiss firms, however, must comply with the substantive requirement of conducting business activities in Italy. Regarding instead the formal requirement, it is expected the registration in the Register of Companies of the business network contract in Italy: to date, however, this raises the question of whether to perform formalities, whether necessary or not, that foreign company opens on Italian territory and that at least one branch of this opening is apprised the competent Register of Enterprises with a special enrollment. In this case, all the necessary formalities regarding the foreign company participating in the network, and in particular the initial entry , will be executed with the Register of Companies and will be recognized as a secondary office. However, request the opening of a branch office for a foreign company, even when it operates only in a foreign country, to work in the net with Italian companies, seems to be discriminatory and excessive.

Waiting for a legislative clarification on this matter, it is suggestible that foreign companies without a branch in Italy will not sign the original agreement, sticking to it later; that in order to overcome the obstacle that comes from the following regulatory provisions: "the effectiveness of the contract begins to run from when you performed the last of the prescribed inscriptions against all those who were the original subscribers."

In any case, to avoid possible complications, an alternative solution is to not join the network contract, entering into a collaboration agreement with the network. An international collaboration that will be drown according to the contents and the form considered most appropriate by the parties.

In conclusion, it is possible for Swiss companies to maintain the benefits of the location in Swiss territory (low taxes, efficient services, international agreements, etc.) while taking advantages from the opportunities arising from join an Italian business network, avoiding costs in terms of time and money on registration with the Companies' Register.