Italy's Golden Power Rules for Foreign Investors: When to Notify (2026)

Italy's golden power regime does not require approval for every foreign acquisition or company formation. The exception that deserves its own diligence workstream is poteri speciali, usually called golden power: the Italian Government's power to review specified transactions involving strategic activities or assets. It can impose conditions, oppose an acquisition or veto certain company decisions. The test is not simply whether the investor has a foreign passport. It starts with what the Italian business does and holds, then asks what transaction is proposed and who will own or control it.

This guide states the position applicable on 27 October 2026. It addresses investors assessing an acquisition, subscription, restructuring or new Italian SRL. The branch-versus-subsidiary guide compares operating structures, and the foreign-founder document guide deals with the notarial incorporation file; neither is a golden power filing analysis. Before signing or implementing a sensitive transaction, have Italian counsel confirm the target's precise assets, the buyer's ultimate control, all thresholds and the current filing timetable.

The short answer

An ordinary foreign-owned SRL selling normal services is not subject to a golden power notification merely because its shareholder is from outside Italy. A company developing designated defence systems, controlling a national electricity network, holding critical technology or performing another specifically identified activity may be different. Decree-Law 21/2012, as amended, is the central statute. Its article 1 covers defence and national security, article 1-bis covers 5G and designated cyber-related acquisitions, and article 2 covers identified strategic assets in energy, transport, communications and additional sectors.

If the transaction is in scope, do not treat the filing as a formality to fix after closing. Acquisitions trigger voting-right suspensions pending review; some asset decisions cannot take effect pending review; breaches can lead to monetary sanctions, nullity of specified decisions and orders to restore the prior position. The main transaction-review clock is 45 days from a complete notification, not a guaranteed 45-day closing date. The separate 5G annual-plan procedure has a 30-day initial review and possible technical extensions.

What the regime is—and what it is not

Italy replaced the older state-shareholding-based golden share approach with powers concerning companies carrying out designated strategic activities, regardless of whether the State owns shares. The Presidency's explanation describes opposition to share acquisitions, veto over company resolutions and specific prescriptions or conditions. Article 1 requires a threat of serious prejudice to essential defence and national-security interests. Under article 2, the Government assesses serious prejudice to public interests such as network security, operation and continuity of supply, or a danger to security or public order under the relevant provisions. A notifiable event is not automatically prohibited: filing opens a review, and the actual exercise of power has separate substantive tests.

This is not a universal foreign-investment approval, a substitute for sector licences, or the same thing as anti-money-laundering checks by a notary. Nor does the EU investment-screening regulation itself supply a single EU permit. Italy's law identifies filing triggers; the EU framework adds cooperation among authorities. In practical deal documents, keep the golden power condition distinct from any competition, banking-prudential or other sectoral condition. Article 2, as amended in January 2026, expressly coordinates certain financial-sector cases with European prudential and merger procedures rather than making those approvals interchangeable.

The four layers to read together

The statute is only the first layer. The implementing regulations identify actual activities and assets; a broad sector label alone is not a substitute for matching the target to a legal description.

Layer	What it does	Primary text
Defence/national security	Identifies strategic defence and security activities, including specified military systems, materials and technologies	DPCM 108/2014, implementing article 1
Energy, transport, communications	Identifies such assets as national gas and electricity networks, nationally significant transport infrastructure and designated communications networks	DPCM 180/2020, implementing article 2(1)
Additional strategic sectors	Describes critical assets and relationships in health, finance, critical technologies, food supply, data and other fields	DPCM 179/2020, implementing article 2(1-ter)
Process	Specifies the coordinated review and optional prenotifica (pre-notification)	DPR 35/2014, DPR 86/2014 and DPCM 133/2022

The listed regulations should be checked at the deal date, not assumed to be frozen at their original publication dates. In particular, DPCM 180 replaced the older DPR 85/2014 asset list. The Presidency's regulations page is a useful starting index, but its summary is not a substitute for the consolidated statute.

Which sectors are genuinely strategic?

For defence, DPCM 108/2014, article 1 describes research, design, production, integration and life-cycle support for specified C4I systems, advanced sensors, weapon systems, military aerospace and naval propulsion and related key technologies. The reference is to defined strategic work, not to every company that once sold a generic service to the military. The decree also addresses national-security activities under the Interior Ministry's competence.

For the traditional infrastructure sectors, DPCM 180, article 1 includes the national natural-gas transport network, gas storage, cross-border energy-supply infrastructure and national electricity transmission. Article 2 identifies nationally significant ports, airports, spaceports, rail, intermodal freight hubs of national importance (interporti) and roads. Article 3 identifies particular access and long-distance communications networks and related facilities. Owning an ordinary office or using an electricity connection is not, without more, the same as holding the specified network asset.

The additional list in DPCM 179 is wider but still text-specific. Article 9 includes critical technologies and associated intellectual-property rights in AI, robotics, semiconductors, cybersecurity and biotechnology. Article 5 identifies specified health technologies and strategic activities. Article 8 covers named financial infrastructure and critical financial technologies; one separate limb for financial, credit and insurance activities expressly requires both annual net turnover of at least €300 million and an average annual number of employees of at least 250. That size test is not a universal exemption for all financial assets or all sectors. Article 11 addresses critical inputs and the agri-food chain. Cloud is a separate example of why routes must not be conflated. Article 1-bis permits designation of further cloud-related procurement for its annual-plan procedure; independently, DPCM 179, article 6 identifies specified sensitive data, including data collected through cloud-computing technologies, for article 2 asset screening. Its paragraph 3 treats covered personal data concerning at least 300,000 individuals or entities as essential, while data below that number can still meet its broader essentiality test. No article 1-bis plan trigger does not, by itself, rule out article 2 screening.

A target can have a mixed business. The diligence question is whether it holds an identified asset or carries out an identified activity, and which subsidiary or right actually owns it. Do not infer that every AI app, hospital supplier or food retailer must file simply from a sector heading; conversely, do not stop at an industry code when the target holds a critical technology or an infrastructure concession. Map asset ownership, contracts, IP and operations against the regulation article by article.

Which buyer and which transaction trigger a filing?

The statute has several different pathways. The following table is a screening map, not an automatic clearance conclusion. Notifica means a formal notification to the Presidency of the Council of Ministers.

Situation	Who files and statutory trigger	Source
Acquisition of a participation in a defence or national-security strategic business	The acquirer, where possible together with the target, notifies within 10 days. Article 1(5) is not limited to non-EU acquirers. For listed and unlisted companies it sets notification at a participation above 3%, then on crossings of 5%, 10%, 15%, 20%, 25% and 50%; the specific target/activity must still be in scope.	DL 21/2012, art. 1(5)
Defence company act changing ownership, control or availability of strategic assets	The company notifies its proposed act or resolution under article 1(4), unless the transaction is being or has been reviewed under the acquisition route. Examples include a merger, business transfer or security over the assets.	Same, art. 1(1)(b), (4)
Acquisition of control of an article 2 strategic-asset company	For non-EU acquirers, article 2(5) covers control in companies holding article 2(1) or 2(1-ter) assets. It also covers EU acquirers, including Italian acquirers, acquiring control in communications, energy, transport, health, agri-food or financial sectors where the identified assets are held. The acquirer notifies, where possible jointly with the target, within 10 days.	DL 21/2012, art. 2(5)
Non-controlling non-EU purchase of article 2 strategic-asset company	Article 2(5) separately catches a non-EU investor reaching at least 10% of voting rights or capital with total investment of at least €1 million, counting existing direct and indirect holdings; later crossings of 15%, 20%, 25% and 50% are notifiable. This €1 million condition belongs to this acquisition limb, not to defence or new formation.	Same, art. 2(5)
Company decision changing strategic assets	The company notifies an article 2(1) asset decision under article 2(2), and specified article 2(1-ter) decisions under article 2(2-bis), within 10 days and before implementation, unless the transaction is being assessed or has already been assessed under the article 2(5) acquisition procedure. The exact nationality and transaction tests differ between those subsections.	Same, art. 2(2), (2-bis)

A UK or US company is normally outside the EU for this analysis. But the statutory definition in article 2(5-bis) is more nuanced than the immediate buyer's registered address: it includes certain EU/EEA-established companies controlled directly or indirectly by non-EU persons, and anti-circumvention cases. It also addresses individuals' citizenship and ties to the EU/EEA. Have counsel trace the whole ownership chain rather than assume that an EU acquisition vehicle makes a non-EU group an EU buyer. Conversely, the six-sector EU control rule means an EU buyer is not automatically outside article 2. Under article 2(5-bis)(a), a natural person without EU Member State citizenship is classified as non-EU even if resident in Italy; residence alone does not turn that person into an EU investor for this test.

For acquisition screening, count holdings linked through the shareholder agreements specified in articles 1(1)(c) and 2(5), rather than looking only at the buyer's directly or indirectly owned shares.

The corporate acts route is distinct from the share purchase route. For article 2(1) assets, a merger, demerger, transfer of the business containing an asset, relocation abroad, change of corporate purpose or grant of security over the asset can be relevant even where no outsider buys shares. For article 2(1-ter) assets, article 2(2-bis) sets its own transaction and beneficiary tests and expressly includes certain EU beneficiaries in the six named sectors. Changes in an asset's destination, corporate purpose, dissolution and specified changes to articles of association are also listed separately; do not assume every article 2(2-bis) act requires a foreign transferee. Nor is every intragroup movement exempt: DPCM 179, article 14 preserves notification for specified intragroup transactions even where exercise of the power is excluded, and article 2(1-ter) contains a specific rule for certain IP assets and non-EU participants.

Greenfield investment versus buying an existing company

Formation is not simply a purchase of shares in an existing target.

Amendments in 2022 put new-company formation expressly in the statute. Under article 1(5-bis), the formation of a business whose corporate purpose includes strategic defence or national-security activities, or that holds such assets, is notifiable under the article 1 terms and procedures. The provision is not framed as a non-EU-only rule. Under article 2(7-bis), formation of a business carrying out activity or holding assets designated under article 2(1) or (1-ter) is notifiable where one or more non-EU shareholders hold at least 10% of voting rights or capital. There is no €1 million investment test stated in that formation subsection.

For a normal trading or consulting SRL with no identified strategic activity or asset, a foreign owner's nationality alone does not meet those statutory conditions. This is a reasoned application of the statutory scope, not a certificate of non-applicability for every planned business. A broadly drafted corporate purpose that expressly includes strategic defence work can change the article 1 analysis, even before commercial operations mature. Similarly, a new vehicle intended to hold designated networks or critical technologies needs a real article 2(7-bis) analysis, not a blanket “greenfield is exempt” assumption.

The separate 5G and cyber-assets procedure

Article 1-bis makes broadband electronic-communications services based on 5G strategic for defence and national security. Further cyber-relevant services, assets and technologies, including cloud, can be designated by the decrees envisaged there. The operative filing is not a generic obligation on anyone purchasing a technology company: enterprises planning to acquire goods or services for design, construction, maintenance or management of those activities, or high-technology components functional to them, notify an annual procurement plan before implementation. The plan identifies the notifying company, purchase programme, prospective suppliers, goods and services, existing contracts and related information.

The annual-plan filing does not replace obligations under DL 105/2019: article 1-bis(2) expressly preserves them and calls for relevant information on cybersecurity evaluation by the national evaluation and certification centre (Centro di valutazione e certificazione nazionale, CVCN) where applicable.

The Government has 30 days to approve the plan, impose conditions or veto it; technical examination may extend the period by up to 20 days, renewable once for another 20 days in particularly complex cases, with further statutory suspensions for information requests. If the applicable period passes, the plan is deemed approved. Updates can be notified during the year at four-month intervals. This annual-plan framework, introduced by DL 21/2022, article 28, is materially different from the older shorthand that only contracts with non-EU 5G suppliers were notified. The Presidency's older explanatory page still uses that shorthand; use the consolidated article for the current rule.

Filing, pre-notification and the real timetable

The Presidency's official forms page provides a defence/security form, an energy/transport/communications/other-sector form, a 5G form and an information form for the target when buyer and target do not file jointly. It instructs filers to send editable notifications to notificagp@pec.governo.it and editable pre-notifications to prenotificagp@pec.governo.it. The destination is the Presidency, not the local Chamber of Commerce. Under articles 1(5) and 2(5), where a buyer and target do not file jointly, the notifying party must concurrently send the target essential information about the operation and notification and provide proof of receipt. Under articles 1(5) and 2(6), the target may submit observations and documents to the Presidency within 15 days of notification. Check the current form and transmission instructions before submission; an incomplete filing does not start the substantive clock.

For an uncertain transaction, article 7 of DPCM 133/2022 allows an interested enterprise to send a prenotifica with available documents. Within 30 days the coordinating department communicates whether the operation is outside the scope of the Golden Power rules (so formal notification is not due), potentially in scope (so formal notification is required), or in scope but manifestly lacking grounds to exercise special powers. For the two favourable outcomes, a participating administration may request formal notification at the coordination-group meeting; specified administrations or parties may also request it within three days from the meeting or the communication, respectively. If the group takes no decision within 30 days, formal notification is required. Pre-notification does not extend ordinary notification deadlines and is not an automatic substitute: a favourable determination can avoid formal filing subject to the article 7(4) request mechanism, but submission or silence alone cannot.

For article 1(4)-(5) and article 2(4), (6), the basic Government decision period is 45 days from a complete notification. The statute permits a one-time suspension for information requested from the parties (due within 10 days) and a one-time suspension for information from third parties (due within 20 days). If the initial notice is incomplete, the 45 days run from receipt of the missing material. Article 2-ter can suspend Italy's clock for EU cooperation. For financial, banking or insurance transactions also subject to authorisation by competent European authorities assessing prudential and competition matters, the January 2026 amendment says special powers cannot be exercised before those proceedings conclude, and the relevant article 2(2), (2-bis) or (5) notification deadline does not begin until their conclusion. This is a conditional statutory rule, not a general delay for every financial deal. Build the timetable around a complete dossier and applicable pauses, not a fixed date from signing.

The same amendment adds national economic and financial security to the assessment under article 2(7)(b-bis), where essential State interests are not adequately protected by specific sector regulation. It does not make every financial investment automatically notifiable: the asset and transaction triggers above still have to be met.

The standstill rules differ. Under article 2(4), the effectiveness of a relevant asset decision is suspended pending filing and expiry of the review period. Under articles 1(5) and 2(6), voting and other non-economic rights attached to a relevant acquired participation are suspended until notification and the end of review. The statute says the acquisition may be effected after the relevant periods expire, but do not confuse legal title to shares with free use of voting rights. A purchase agreement should allocate who prepares the filing, how the target participates and what happens if conditions or an objection are imposed.

If the parties fail to notify

There is no safe general rule that an omitted notification is cured by waiting 45 days. Under article 1(8-bis), failure to notify can attract an administrative fine up to twice the transaction value and in any event not below 1% of the combined turnover of the companies involved in the last approved financial year. Article 2(5) sets the same ceiling/floor for its acquisition-notification breach; article 2(4) does so for breaches of its corporate-acts provisions. These are statutory limits, not an assertion that every breach receives the maximum. Both articles allow the Presidency to initiate review even when no filing was made; the 45-day clock then starts after the investigation establishing the breach.

Non-compliance with imposed acquisition conditions or commitments has a distinct rule under articles 1(5) and 2(6): the fine is equal to twice the transaction value, and not less than 1% of the applicable turnover for the latest financial year for which accounts have been approved, rather than simply an omission fine capped at twice value. Article 1-bis(5) separately permits restoration orders for premature implementation or breach and a further delay penalty of up to one-twelfth of its paragraph 5 fine for each month of delay in complying with an order. These rules depend on the actual breach and must not be interchanged.

The civil consequences must be stated precisely. Article 1(4) makes resolutions or acts adopted in breach of its notification/review rule null, and article 2(4) makes relevant resolutions, acts or transactions adopted or implemented in breach null; the Government can order restoration. For acquisition cases, articles 1(5) and 2(6) suspend relevant voting rights; votes cast decisively despite restrictions can make resolutions null. If the Government opposes an acquisition, the acquirer must dispose of the participation within one year, with a court-ordered sale mechanism if it fails. Article 1-bis has its own penalty regime: failure to notify the annual plan or breach of a special-powers decision can attract up to 3% of the notifying entity's turnover, and contracts in breach of conditions or prescriptions are null. It would be inaccurate to label every unnotified share purchase automatically void or apply the article 1-bis percentage to ordinary article 2 deals.

How EU cooperation fits into an Italian filing

Regulation (EU) 2019/452 establishes a cooperation framework for foreign direct investment screening. Article 4 lists factors that may matter, including critical infrastructure, technologies, inputs, sensitive information and media pluralism; it does not by itself make every firm in those categories notifiable in Italy. Under article 6, the Member State screening an investment informs the Commission and other Member States, which may comment; the Commission may issue an opinion. The Italian Government takes the final screening decision, having given due consideration to the comments and opinion. Italian article 2-ter supplies the corresponding suspension of the domestic review clock.

For a screened investment, article 6 of Regulation 2019/452 gives another Member State or the Commission 15 calendar days from receipt of the information notified under article 6(1) to signal an intention to comment or opine. Comments or an opinion are ordinarily due within 35 calendar days of receiving that information; where additional information is requested, the deadline is 20 calendar days after receipt of the additional information or the notification under article 9(5) that the information cannot be obtained despite best efforts. A Commission opinion following Member State comments can follow up to five further calendar days after those deadlines. These are cooperation windows, not an automatic fixed addition to every Italian review. Under article 7(8), comments or an opinion about an investment not undergoing screening can arise up to 15 months after completion. For EU-interest projects or programmes, article 8(2)(c) requires the host State to take utmost account of the Commission's opinion and explain a departure, a different standard from ordinary due consideration.

A newer Regulation (EU) 2026/1386 was published in June 2026. Its main screening framework applies from 17 January 2028, when 2019/452 is repealed subject to transitional provisions, but article 31 expressly makes articles 3(2), 15(2), 18(1)–(6), 18(9)–(12), and 27–29 apply from 16 July 2026. Do not apply the future mandatory minimum screening scope to a transaction assessed as of 27 October 2026. Italy's permanent rule for EU/Italian buyers acquiring control in six sectors took effect on 1 January 2023 under DL 21/2022, article 25(2), after the emergency expansion ended on 31 December 2022. Filings due under that earlier regime remain governed by it even if filed later or omitted (article 4-bis(3-quater)).

A decision sequence before signing

Start with the Italian target, not the buyer. Identify its actual strategic activities and assets against DPCM 108, 180 and 179; collect evidence of network rights, IP, concessions and activities within subsidiaries. Next classify the event: buying voting equity, subscribing for new equity, moving a strategic asset, reorganising the group, forming a new vehicle or procuring 5G equipment. Only then map the buyer's direct and indirect owners, including EU/EEA entities controlled by non-EU persons, against the applicable article. A transaction may raise more than one route, but the law contains anti-duplication language that counsel must apply to the specific sequence.

Record the conclusion in the deal file, even if it is “no notification”: identify the legal asset definition considered, ownership/control facts, threshold calculation and reason a statutory trigger does or does not apply. If the asset perimeter genuinely remains uncertain, consider the article 7 pre-notification early enough not to miss the formal deadline. If notification is due, prepare the correct editable form and closing condition, with room for incomplete-file requests, EU cooperation and any conditions imposed. Revisit the analysis if the deal structure or target assets change before implementation.

What this guide does not cover

It does not provide an asset-by-asset opinion for a particular target, determine whether a specific network or patent satisfies a technical definition, assess classified defence assets, or resolve sector authorisations and merger control. It does not provide a clearance certificate for an ordinary SRL. It also does not analyse tax on the acquisition: Italian company accounts and the foreign-owned company tax guide address different diligence questions. Have an Italian lawyer experienced in golden power confirm the live legal text, implementing acts, buyer-control chain, target asset map, exact deadline and interaction with other regulators before making a binding commitment.

Primary sources

The operative sources are Decree-Law 21/2012, articles 1, 1-bis, 2 and 2-ter; DPCM 108/2014, DPCM 179/2020, DPCM 180/2020, and DPCM 133/2022; the Presidency's filing forms and PEC instructions; Regulation (EU) 2019/452 and Regulation (EU) 2026/1386, whose main screening framework applies from 2028 but some provisions apply from July 2026.

Frequently asked questions

Is a non-EU owner of an ordinary Italian SRL automatically screened?

No. Ownership nationality does not by itself make an ordinary business strategic. The new-company tests in articles 1(5-bis) and 2(7-bis) require identified strategic activities or assets; article 2 additionally requires non-EU shareholder participation of at least 10%. The SRL's proposed purpose and real asset plan should be checked before dismissing the question.

Can an Italian or other EU company trigger golden power?

Yes. Defence article 1 applies irrespective of a foreign-only label; article 2(5) covers acquisitions of control by EU buyers, including Italian buyers, in its six named sectors if the target holds designated assets. An EU holding company controlled by a non-EU group can also fall within article 2(5-bis)'s non-EU definition.

Does a 10% stake always require notification?

No. For article 2 acquisition screening, the non-EU 10% limb requires designated assets and a total investment of at least €1 million. Formation under article 2(7-bis) has its own 10% rule without that €1 million condition. Defence article 1 has different thresholds and triggers.

Can we close on the 45th day after filing?

Not safely on that assumption alone. The relevant 45-day period starts on a complete filing and may be suspended for statutory information requests or EU cooperation. Financial-sector interaction and any conditions also need checking. Closing mechanics should be agreed against the actual procedure and official communications.

Is pre-notification a clearance?

An outside-scope or manifest-no-intervention determination can avoid formal filing, but under article 7 of DPCM 133/2022 specified administrations or parties can request it within the applicable three-day window. Mere submission or silence is not clearance; no decision within 30 days requires formal notification. Ordinary filing deadlines still apply.

If you need the golden power screen coordinated with an ordinary incorporation or acquisition file, request a quote for the appropriate Italian professional review.