Acquiring an Italian SME: due diligence and golden power
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In short: a US buyer of an Italian company must check whether Italy's "golden power" decree-law applies: acquisitions by non-EU parties of controlling stakes in companies holding strategic assets are notifiable within ten days, and the government can impose conditions within forty-five days. Add OFAC and FCPA checks, then verify the target. Veryfy's Istruttoria (€99) analyzes an Italian company from official sources.
Part of the guide Vetting an Italian company or counterparty: a guide for US businesses.
Golden power
- Art. 2(5) of D.L. 21/2012 requires notification, within ten days, of the acquisition by a non-EU party of shareholdings in companies holding strategic assets, large enough to establish the buyer's stable presence by taking control. In the communications, energy, transport, health, agri-food and financial sectors, EU buyers are caught too.
- Art. 2(5-bis) defines a non-EU party to include any legal person without its registered office, administration or main place of business in the EU or EEA, and EU-based legal persons controlled directly or indirectly by such parties.
- Art. 2(6): within forty-five days from notification, a decree may make the effectiveness of the acquisition conditional on commitments (Normattiva: D.L. 21/2012, art. 2).
- The EU framework is Regulation (EU) 2019/452, which sets a framework for Member States' screening of foreign direct investments on grounds of security or public order (EUR-Lex: Regulation (EU) 2019/452).
Your own US obligations
- OFAC. The 50 Percent Rule: entities owned 50 percent or more in the aggregate, directly or indirectly, by blocked persons are themselves blocked (OFAC FAQ 401). Screen the target and its owners yourself; do not treat any report as a sanctions screening.
- FCPA. 15 U.S.C. § 78dd-2 prohibits domestic concerns from making payments to foreign officials to obtain or retain business (LII: 15 U.S. Code § 78dd-2). Ask what dealings the target has with public bodies.
Checking the target
Istruttoria (€99) includes everything in Decisione: real estate registered to the company, links with other companies and a restated balance sheet. Ownership is followed up to three levels. For the people behind it, Verifica Persona (€29) or Estesa (€49). Prices are one-off and in euros.
Every company product comes with a free Check anti-truffa (anti-scam check): it looks at the VAT number in the EU VIES register, free webmail or disposable email, domain age, domains flagged for malware or phishing, SPF and DMARC protection, the VAT number shown on the website, data breaches affecting the site, and whether the IBAN is correctly written and from a country consistent with the company.
The service and the report are in Italian, built from Italian official sources: company names, offices and procedures keep their original Italian wording. Veryfy does not offer a translated report.
Frequently asked questions
Does a US buyer need to notify the Italian government?
Possibly. Under art. 2(5) of D.L. 21/2012, an acquisition by a non-EU party of a controlling stake in a company holding strategic assets must be notified to the Presidency of the Council within ten days. A US person or company counts as non-EU under art. 2(5-bis).
How long can the government take?
Under art. 2(6), within forty-five days of notification a decree can make the effectiveness of the acquisition conditional on commitments.
Does Veryfy replace legal due diligence?
No. It gives an Italian official-source view of the target and its owners; legal, tax and sanctions advice stays with your advisers.
More in this cluster
Hub: Vetting an Italian company or counterparty: a guide for US businesses. Related guides:
- EIN vs partita IVA: vetting an Italian supplier
- BEC and wire fraud with an Italian counterparty
- Beneficial ownership of an Italian S.r.l. for US KYC
- US judgments in Italy and serving documents there
- Chapter 15 vs Italian insolvency proceedings
- Italian property and heirs: checks for US owners
- Italian company report glossary for US readers
- Italian company credit report: what a US buyer gets
- Italian VAT number lookup: how to check a partita IVA
- Collecting an unpaid invoice from an Italian customer
- Paying an Italian supplier: name-to-IBAN checks before you wire
- OFAC screening of an Italian company's owners
- Monitoring an Italian customer: ongoing due diligence
- Buying property in Italy from the US: check the seller and title
- Inheriting property in Italy: succession filing for US heirs
All guides: Guides.
Sources
Official sources opened and read on October 24, 2026 (2026-10-24).
- Normattiva: D.L. 21/2012, art. 2
- EUR-Lex: Regulation (EU) 2019/452
- OFAC: FAQ 401, 50 Percent Rule
- LII: 15 U.S. Code § 78dd-2
General information, not legal advice. Sources verified on 2026-10-24.
Frequently asked questions
Does a US buyer need to notify the Italian government?
Possibly. Under art. 2(5) of D.L. 21/2012, an acquisition by a non-EU party of a controlling stake in a company holding strategic assets must be notified to the Presidency of the Council within ten days. A US person or company counts as non-EU under art. 2(5-bis).
How long can the government take?
Under art. 2(6), within forty-five days of notification a decree can make the effectiveness of the acquisition conditional on commitments.
Does Veryfy replace legal due diligence?
No. It gives an Italian official-source view of the target and its owners; legal, tax and sanctions advice stays with your advisers.
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