Italian Business Lawyer for Foreign Companies
Commercial contracts, business disputes and litigation in Italy — handled by an Italian lawyer who understands how foreign companies operate.
When your company does business in Italy — through suppliers, distributors, agents, clients or joint venture partners — commercial relationships are governed by Italian law. If something goes wrong, you need an Italian business lawyer who can review your contracts, negotiate with Italian counterparties and, when necessary, represent you before Italian courts. Studio Legale Giorgianni provides direct legal assistance to foreign companies dealing with commercial and contractual matters in Italy.
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15+ Years Advising Foreign Companies on Italian Commercial Law
Over fifteen years of legal practice assisting international companies with contracts, commercial disputes and business litigation governed by Italian law — from cross-border supply agreements to distributor terminations and breach of contract claims.
Contracts, Disputes and Litigation Across All Italian Jurisdictions
Experience covering the full lifecycle of commercial relationships under Italian law: drafting, negotiation, performance disputes, termination, mediation and litigation before Italian courts of every level.
A Single Legal Point of Reference in Italy for Your Company
We work directly with your company’s management, legal department or external counsel abroad. No intermediaries, no referrals to other firms. One Italian lawyer handles your matter from start to finish.
Why Foreign Companies Need an Italian Business Lawyer
Italian commercial and contract law is part of the Italian Civil Code (Codice Civile) and follows principles that differ substantially from common law systems. There is no concept of “consideration” as in English law. Contractual good faith (buona fede) is a mandatory principle that affects how contracts are interpreted and performed. Pre-contractual liability (responsabilità precontrattuale) can arise even before a contract is signed. And certain types of business relationships — such as agency and distribution agreements — are subject to specific mandatory rules that cannot be waived by contract.
For a foreign company, these differences create real risks. A contract drafted under common law assumptions may be unenforceable in Italy. A termination that would be valid in the UK or US may trigger substantial compensation obligations under Italian law. A dispute resolution clause that seems clear may be ineffective before an Italian court.
An Italian business lawyer understands these differences and can ensure that your contracts are enforceable under Italian law, that your commercial relationships are structured correctly and that — when disputes arise — your company’s position is protected within the Italian legal system.
How We Assist Foreign Companies with Italian Commercial Law
Studio Legale Giorgianni provides legal assistance across the full range of commercial and contractual matters that foreign companies typically encounter when doing business in Italy or with Italian counterparties.
Contract Drafting, Review and Negotiation
We draft, review and negotiate commercial contracts governed by Italian law — including supply agreements, distribution contracts, agency agreements, licensing deals, service contracts, joint venture agreements and partnership arrangements. Every contract is tailored to the specific commercial relationship and structured to be enforceable under Italian law, with clear provisions on payment terms, liability, termination rights, dispute resolution and applicable law.
When your company has already received a contract from an Italian counterparty, we review it from your perspective, identify clauses that create risks or disadvantages and negotiate amendments that protect your position. Read our guide on commercial contract in Italy.
Distribution and Agency Agreements Under Italian Law
Italian law provides specific mandatory protections for commercial agents and, in certain circumstances, for distributors. Under Italian agency law (Articles 1742-1753 of the Civil Code and EU Directive 86/653), a commercial agent is entitled to an indemnity upon termination — regardless of what the contract says. Distribution agreements, while less regulated, can also trigger compensation obligations depending on how the relationship was structured.
For foreign companies that appoint Italian agents or distributors, understanding these rules before entering the relationship is critical. We advise on how to structure these agreements to minimise exposure, and we assist with terminations when the relationship must end.
Breach of Contract and Commercial Disputes
When an Italian counterparty fails to perform — non-delivery, late payment, defective goods, breach of exclusivity or any other contractual violation — we assess your legal position, send formal notices and manage the dispute. Italian law provides several remedies depending on the nature of the breach: specific performance (adempimento), termination (risoluzione) with damages, or reduction of the price (riduzione del prezzo).
We handle pre-litigation negotiation, formal mediation (which is mandatory for certain types of disputes in Italy) and, when settlement is not possible, civil litigation before Italian courts.
Contract Termination Under Italian Law
Terminating a contract governed by Italian law is not as simple as giving notice. Italian law distinguishes between several forms of termination — risoluzione per inadempimento (termination for breach), recesso (withdrawal), risoluzione per eccessiva onerosità (termination for excessive burden) and termination by mutual agreement. Each has specific requirements, and getting it wrong can expose your company to compensation claims.
We advise on the correct termination procedure, draft formal termination notices and manage any resulting disputes.
Commercial Litigation Before Italian Courts
When a commercial dispute cannot be resolved out of court, we represent foreign companies in civil litigation before Italian courts. Italian commercial litigation follows specific procedural rules, with mandatory timelines for filings, evidence submission and hearings. A typical first-instance commercial case takes twelve to thirty-six months, depending on the court and the complexity of the matter.
We manage the entire litigation process — from the initial filing through to the final judgment — and keep you informed at every stage so that business decisions can be made with full awareness of the legal position.
Who We Assist with Commercial and Contract Law in Italy
This service is for foreign companies and professionals who have commercial or contractual matters governed by Italian law and need an Italian business lawyer to act on their behalf within the Italian legal system. Typical clients include:
- Foreign companies with Italian suppliers, distributors or agents — who need contracts drafted or reviewed under Italian law, or who are facing disputes arising from these relationships
- International businesses entering the Italian market — requiring legal structuring of commercial relationships, compliance with Italian regulations and contract support. Read our guide on starting a business in Italy.
- Companies involved in breach of contract disputes with Italian counterparties — non-payment, non-delivery, quality disputes, exclusivity violations and other contractual breaches
- Foreign law firms and in-house legal departments — seeking local counsel in Italy for Italian law advice, Italian court representation or cross-jurisdictional coordination on commercial matters
- Companies needing to terminate an Italian commercial relationship — agency terminations, distributor contract exits and other structured endings that require compliance with Italian mandatory rules
Looking to recover a debt from an Italian company? If your primary issue is an unpaid invoice or outstanding payment, see our dedicated debt collection service.
How Our Commercial Law Process Works
Step 1
Assessment of the Commercial Matter
You describe the commercial relationship, the issue at hand and what your company needs. We assess whether Italian law applies, evaluate the strength of your position and identify the available legal options — from negotiation to litigation. If the matter falls outside our competence, we tell you immediately.
Step 2
Scope, Fees and Strategy
You receive a written proposal with a clear definition of the work involved, the legal strategy, the expected timeline and the fees. For contract work (drafting, review, negotiation), fees are typically fixed. For disputes and litigation, the fee structure reflects the stages of the case. Everything is agreed before any work begins.
Step 3
Direct Legal Management
We execute the agreed strategy — drafting or reviewing contracts, negotiating with Italian counterparties, sending formal notices, managing mediation or filing court proceedings. If your company has external counsel abroad, we coordinate directly with them to ensure cross-border alignment. You receive regular updates and all key decisions are discussed before action is taken.
Step 4
Resolution and Follow-Up
Once the matter is resolved — whether through a signed contract, a negotiated settlement or a court judgment — we ensure that all legal formalities are completed. If the resolution involves ongoing obligations (monitoring contract performance, enforcing a judgment, managing a transition), we remain available to provide continued support.
About Studio Legale Giorgianni — Commercial Law in Italy
Studio Legale Giorgianni is anItalian law firm assisting foreign companies with commercial and contractual matters governed by Italian law. The firm acts as Italian lawyers for international clients, providing legal support for contract work, dispute management and litigation across all Italian jurisdictions.
Commercial and contract law is one of the firm’s core practice areas, covering supply agreements, distribution and agency contracts, joint ventures, breach of contract disputes, contract terminations and commercial litigation before Italian courts.
Frequently Asked Questions About Italian Commercial and Contract Law
What happens if an Italian company breaches a contract with my company?
Under Italian law, the non-breaching party can seek several remedies depending on the nature and severity of the breach. These include specific performance (forcing the other party to fulfil their obligations), termination of the contract with compensation for damages, or a reduction in price if the goods or services were partially delivered. The first step is usually a formal legal notice (diffida ad adempiere) giving the counterparty a final deadline to perform. If they fail, your Italian lawyer can initiate court proceedings or, if the contract includes one, an arbitration process.
Can I terminate an Italian distributor or agent agreement without penalty?
Not necessarily. Italian law provides mandatory protections for commercial agents — including the right to an indemnity upon termination (indennità di fine rapporto) — regardless of what the contract states. For distributors, termination may also trigger compensation obligations depending on how the relationship was structured and whether the distributor invested in building the market. Before terminating any Italian agency or distribution agreement, it is essential to get legal advice on the applicable rules and the potential exposure.
Is mediation mandatory before going to court in Italy?
For certain categories of disputes — including insurance, banking, lease and some commercial matters — Italian law requires the parties to attempt mediation before filing a court case. This mandatory mediation (mediazione obbligatoria) is conducted through an accredited mediation body and typically lasts up to three months. If mediation fails, the parties can then proceed to court. For contract disputes not subject to mandatory mediation, the parties may still choose voluntary mediation or include a mediation clause in their contract.
How long does commercial litigation in Italy take?
A first-instance commercial case before an Italian civil court typically takes twelve to thirty-six months, depending on the court’s workload, the complexity of the case and the number of hearings required. Appeals can add another twelve to twenty-four months. However, interim measures (provvedimenti cautelari) can be obtained much faster — sometimes within days or weeks — to protect your position while the main proceedings are ongoing. During the initial assessment, we always provide a realistic timeline for your specific case.
Can my contract include a choice of foreign law and jurisdiction?
Parties to an international contract are generally free to choose the applicable law and jurisdiction. However, even with a foreign law clause, certain Italian mandatory rules may still apply — particularly in agency and distribution relationships, consumer contracts and employment matters. Additionally, if enforcement of a judgment will ultimately be needed in Italy (because the assets or the counterparty are in Italy), it may be more practical to have Italian law and jurisdiction from the start, avoiding the additional step of recognising a foreign judgment.
What is the difference between risoluzione and recesso under Italian law?
Risoluzione is termination of a contract due to the other party’s breach (inadempimento), excessive burden (eccessiva onerosità sopravvenuta) or impossibility of performance. It requires specific conditions to be met and may involve court proceedings. Recesso is a contractual right of withdrawal — it allows one party to exit the contract without needing to prove a breach, but only if the contract expressly grants this right or if Italian law provides for it in specific situations. The practical implications for your company depend entirely on the contract terms and the applicable rules.
Can an Italian business lawyer coordinate with my company’s legal team abroad?
Yes, and we do this regularly. Many of our clients are companies with in-house legal departments or external counsel in their home jurisdiction who need local Italian law support. We coordinate directly with your legal team, provide Italian law analysis in English, align strategies across jurisdictions and ensure that actions taken in Italy are consistent with your company’s overall legal position. We are accustomed to working as local counsel within international legal teams.
How much does an Italian business lawyer cost?
Fees depend on the type and complexity of the matter. Contract drafting and review are typically charged as fixed fees. Dispute management and litigation fees reflect the stages and duration of the case. All fees are agreed in advance in a written proposal before any work begins. For ongoing commercial relationships, retainer arrangements can be discussed. We do not charge by the hour without prior agreement, and there are no hidden costs.
Commercial and Contract Matters in Italy?
If your company is involved in commercial or contractual matters governed by Italian law, you may request an initial legal assessment to determine how the matter can be handled within the Italian legal system.
Request an Initial Legal Assessment