Edited by Alberto Crivelli and Ilaria Gargiulo, AMTF Lawyers
Italian catering is not just culinary art. It is identity, creativity, experience and, increasingly, business, so restaurateurs are no longer just chefs or traditional entrepreneurs: they are brand guardians, creators of replicable formats, protagonists of corporate operations and objects of interest to investors.
But how do you really build and enhance an Italian restaurant brand to make it an attractive venture for potential investors, partners, or buyers? In this article, we want to address the issue from two perspectives: the legal protection of intangible assets and corporate structuring and growth through internal or external lines which, when properly connected, generate high-value transactions.
Growing methodically: structuring your business
Many restaurateurs start out as culinary artisans and often find themselves, without realizing it, managing complex businesses. A successful restaurant can attract the interest of investors, require new openings or spin-offs, or be structured into a franchise network. All of this requires vision and the right corporate tools.
Legal form and governance. A limited liability company is almost always preferable for those who want to grow: it allows you to separate personal assets, attract capital, and better regulate relationships between shareholders. If the goal is external growth, a holding company can become the ideal tool for centralizing control and intellectual property.
Shareholder agreements and investors. The entry of a financial partner (fund, private investor, family office) is a delicate step. It requires careful due diligence and contracts that regulate governance, profit distribution, exit strategies, and veto rights. Shareholder agreements can prevent conflicts and ensure continuity.
Franchising and replicability. Anyone wishing to replicate their model through affiliations must draw up a franchising agreement that clearly defines the affiliate's obligations, control methods, know-how transfer, and trademark rights. The relevant legislation requires a genuine "operating manual" and detailed pre-contractual information.
Prepare for exit. Even if you do not plan to sell, it is useful to think about it right from the start. This approach helps to build real value and structure the business in a solid and transparent way.
Due diligence. Buyers—or investors—look at three things: numbers, corporate organization, and brand presence (and intellectual property) that allow for project scalability by leveraging already created and consolidated value. A restaurant company with registered trademarks, documented revenues, an orderly legal structure, and contractual compliance therefore becomes more attractive. Even if only to a business partner to whom the trademark can be licensed.
When catering becomes a business, it requires the same care that goes into creating a signature dish: strategic vision, balance, and respect for the rules. From a legal standpoint, protecting your intangible assets and structuring your business with appropriate governance and contractual tools means not only defending what you have built, but also increasing the value perceived by the market and investors. A restaurant that protects its identity, regulates its relationships with employees, suppliers, and affiliates, and prepares in advance for the challenges of potential partnerships or extraordinary transactions is a business that is ready to grow sustainably. In this sense, the law becomes a strategic ally, capable of transforming a winning idea into a solid and scalable project.
Identity matters: identifying and protecting what makes your restaurant unique
In a saturated market, where gastronomic trends come and go, what sets a successful restaurant apart is its ability to create a recognizable identity. That identity—made up of its name, logo, interior design, service format, recipes, and storytelling—is a real asset that must be protected from the very beginning. Here are the essential steps to start creating value from the outset and protect yourself from potential counterfeiters.
The trademark. Choosing an original, distinctive name and then registering that name as a trademark (preferably both in word and figurative form) is the first step. It is important to do this at the national level and, if you plan to expand or work in tourism, also at the European level and/or in the main countries of possible expansion (directly or through instruments such as licensing or franchising agreements).
The format. It isnot possible to protect a "format" as an abstract concept, but it is possible to protect its distinctive elements: furnishings (design), layout (if original), menus (copyright), operating manuals (if confidential), staff uniforms, the scent of the premises, etc. In this sense, in addition to registrations, internal procedures for protecting individual assets and the format itself, confidentiality agreements, and non-competition agreements with employees and collaborators are tools that should not be underestimated and should be planned for from the outset.
Communication. A good reputation also depends on effective communication. More and more restaurants are relying on influencers, social media managers, and content creators. However, as with any tool, awareness and attention are needed to avoid cases of hidden or misleading advertising and, therefore, communication that, instead of building a good image, damages the reputation of the business. In this sense, even for collaborations of reduced value (in economic terms), it is preferable to have contracts that are simple (so that they do not become an obstacle to business activity) and, above all, clear (including compliance with advertising and transparency regulations in digital communication and everything related to the hashtag #adv, AGCOM guidelines, and the Advertising Self-Regulation Code).
