How to use the table

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The table invites two errors. The first is to assume that the right-hand column offers a translation of the left-hand column. In most rows it offers only the nearest concept of the other legal order. The third and fourth columns explain why the equivalence is imperfect. A Swiss contract that calls a Ticinese company a "Srl" does not change its legal form, but it creates doubt about the identity of the party. Likewise, a registry officer in Italy who sees "SA" on a Swiss deed may ask for proof that the entity is a company with share capital. The second error is to read the table as a list of curiosities. Each row has caused disputes, refused registrations or invalid securities in practice, with legal consequences that the following sections explain.¹

The table also shows that the divergences cluster in four fields: company law and commercial representation; enforcement, insolvency and procedure; security and property; succession and personal status. These are exactly the fields in which a financial centre that serves Italian private clients and Italian companies does most of its legal work. Consider a Lugano bank that lends against a pledge of securities, takes a suretyship from the client's spouse and opens an account for an Italian Srl. If it later relies on a power of attorney issued before an Italian notary and enforces its claim through the Ticinese debt enforcement office, it will meet a false friend at every stage of the relationship.

Common misconception. "Italian is Italian: a contract drafted by a Milan law firm can be used in Lugano without adaptation, and vice versa." The words will be understood, but many of them designate concepts of the other legal order. A Milanese suretyship without a maximum amount, a power of attorney that confers a procura in the Italian sense or a company described as an Srl will be read through the Swiss concepts of the same names and may be void, limited or ambiguous. The reverse holds for Swiss documents used in Italy.

Notes

The table is compiled from the statutes cited in the following sections. Where a cell gives only the nearest concept, the divergence is explained in the text. ↩

For general information only. This article does not constitute legal or tax advice, does not replace advice on an individual case and creates no lawyer-client relationship. It reflects the legal position as of August 2025.

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Dr Alexander Ressos, TEP

Rechtsanwalt/Attorney-at-Law

I am a Swiss attorney-at-law and also admitted as a solicitor in Hong Kong and in England & Wales, with almost 25 years of experience.

Together with my multilingual team, including Chinese, Japanese, Korean, Russian, Ukrainian and French native speakers, I advise companies and their owners from around the world on the full range of banking, corporate, commercial and tax law matters in Switzerland, including international tax planning, fiduciary services, and legal family office services including immigration & relocation or real estate investments. My practice has a particular focus on clients from growth and frontier markets in Greater China, Central Asia and the Caucasus, the rest of Asia, the Middle East, Africa and Latin America, and I equally advise clients from Europe and North America. Through an affiliated Swiss trust company, we also take care of the incorporation and ongoing administration of their companies and other structures, including accounting, tax returns and corporate secretarial services, and I serve as a professional director where required. With the support of a network of first-class cooperation partners, I also implement solutions worldwide.

My approach is to act as a trusted advisor who works directly with decision-makers, on an equal footing: I start from what you want to achieve and shape every structure, contract and tax decision around your commercial goals and how it improves your after-tax return. As “lawyers who make it happen”, my team and I stay involved until your company is set up, your structure is in place and your transaction has closed, and we remain available for any follow-on work that may be required. You benefit from bespoke solutions and personal attention, and sound, friendly and practical advice. We are not the lowest-cost provider in the market, nor do we intend to be; our aim is to deliver well-founded, proper solutions and excellent value for money.

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How to use the table

Notes

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