Atto Costitutivo: What Italy's Deed of Incorporation Must Contain

The Atto Costitutivo Is a Public Deed, and Only a Notary Can Receive It

Article 2463(1) of the Civil Code states the rule before it states anything else: "L'atto costitutivo deve essere redatto per atto pubblico" (the deed of incorporation must be drawn up as a public deed). A public deed, an atto pubblico, can be received only by a notary or another public official authorised to do so. The identical opening sentence appears in Article 2328 for the S.p.A., so the notary is unavoidable whichever corporate form a founder chooses; what differs between the two forms is what the deed then has to say.

The Nine Things an S.r.l. Deed Must State (Art. 2463(2) c.c.)

Article 2463(2) sets out nine mandatory items, and the deed is defective if any one is missing:

1. The name, date and place of birth (or State of incorporation), domicile or registered office, and nationality of each member.
2. The company name, containing the words società a responsabilità limitata, and the municipality where the registered office and any secondary offices sit.
3. The activity that makes up the corporate object.
4. The amount of capital, subscribed and paid in.
5. Each member's contributions, and the value attributed to receivables and to assets contributed in kind.
6. Each member's participation quota.
7. The rules on how the company functions, stating in particular those on administration and representation.
8. The persons entrusted with administration, and any person appointed to carry out the statutory audit of the accounts.
9. The total, at least approximate, amount of the incorporation expenses charged to the company.

Article 2463(3) adds that Articles 2329, 2330, 2331, 2332 and 2341 of the same code apply to the S.r.l. by cross-reference. Two of those, the notary's filing duty and the moment legal personality arises, matter enough to a founder that they get their own section below.

Two items worth flagging before you draft

Item 2 names only the municipality, not the street address: moving the office within it never touches the deed, moving to another one does. Item 8 names whoever administers the company, and since 2025 that person also picks up a personal registration duty of their own, unconnected to anything the deed lists.

Setting the Capital: the Ordinary Rule, the Low-Capital Route, and the S.r.l.s.

The ordinary rule under item 4 sets capital at not less than EUR 10,000. Two variants sit on top of the same nine-item list rather than replacing it.

The low-capital route: EUR 1 to EUR 9,999

Article 2463(4) lets capital go as low as EUR 1, on condition the contribution is made entirely in cash and paid in full to the persons entrusted with management at subscription, not phased in over time. Article 2463(5) attaches a forced saving rule to that lower figure: at least one-fifth of net profits each year must be set aside until the reserve, together with capital, reaches EUR 10,000. That reserve can only be converted into capital or used to cover losses, and it has to be topped back up if it is ever drawn down.

The S.r.l.s.: a non-derogable standard model, no notarial fee

Article 2463-bis lets individuals form a società a responsabilità limitata semplificata using a standard model fixed by ministerial decree, whose clauses are non-derogable: no bespoke quorum, no tailored administration clause, no drafting freedom on item 7. In exchange, Article 3(3) of D.L. 1/2012 confirms that no notarial fee is due at all for an S.r.l.s. on the standard model, with the deed and its registration also exempt from stamp duty and secretarial fees.

The S.p.A. Deed for Contrast, and a Rule That Does Not Carry Over

The S.p.A. deed carries 13 mandatory items under Article 2328(2), four more than the S.r.l., covering matters the S.r.l. list never touches, such as the number of directors, the size of the collegio sindacale, and the company's duration. Article 2328(3) also states something the S.r.l. article does not: the statuto, even where drafted as a separate document, forms an integral part of the deed, and where the two conflict, the statuto prevails. Article 2463 contains no equivalent sentence for the S.r.l. Notaries commonly still draft an annexed statuto for an S.r.l., for the sake of readability, but that is drafting convention, not a distinct rule of law. Treat the statuto-prevails rule as an S.p.A. fact, not an S.r.l. one.

Signing the Deed and When the Company Comes Into Existence

Signature is not the finish line. Two more steps, one procedural and one legal, sit between the notary's pen and a company that legally exists.

Signing by videoconference since 15 December 2021

Since 15 December 2021, a notary may receive an S.r.l. deed as an atto pubblico informatico, an electronic public deed, with the founders taking part by videoconference instead of travelling to Italy. D.Lgs. 183/2021 sets the conditions: the company's seat must be in Italy, capital must be paid entirely in cash by bank transfer to the notary's own dedicated account, and the deed is received through a telematic platform run by the Consiglio Nazionale del Notariato. The route is limited to the S.r.l. and S.r.l.s.: an in-kind contribution, an S.p.A., or a foreign-seat company still needs physical presence or a power of attorney.

Filing within 10 days, and why legal personality waits for registration

Article 2330 requires the notary to file the signed deed with the Register within 10 days, after which the Register checks formal regularity and registers the company. Article 2331 fixes the moment that matters most: legal personality arises on registration, not signature. Anyone who acted in the company's name before that point is personally and unlimitedly liable, jointly with the sole founder or any member who authorised the act. For the wider sequence, from choosing a corporate form through to a codice fiscale and a VAT number, the registration process covers the steps around this one.

What Changes Need a Brand-New Deed, and the Trap in Item 8

Not every later change to the company touches the deed. The line between a filing and a new notarial act is worth knowing before a founder assumes either way.

The plain quota-transfer shortcut, and its limit

Since D.L. 112/2008, Article 36(1-bis), a plain transfer of S.r.l. quotas can be signed digitally and filed by an authorised intermediary, typically a commercialista, without a notary. The shortcut stops there: it removes the notary from a plain quota sale, nothing more. Anything touching the deed's own content, governance, capital, object, name, or an office move outside its municipality, still needs one, and a capital increase is additionally blocked until earlier contributions are fully paid.

The trap in item 8: the director's own digital domicile since 2025

The person named under item 8 carries a separate obligation the deed itself never states. Since the 2025 reform, the sole director, managing director, or board chairman must register a personal certified digital domicile, distinct from the company's own, with existing companies required to comply by 31 December 2025 and new appointments covered from the moment of appointment. A shelf-company takeover that changes the sole director is one live trigger for this duty.

What the Deed Costs in Government Duties, Beyond the Notary's Own Fee

Registering the deed carries fixed government duties, separate from whatever the notary charges for drafting it. An imposta di registro (registration tax) of EUR 200 applies under the Tariffa Parte I of D.P.R. 131/1986, as amended by D.L. 104/2013. An imposta di bollo (stamp duty) of EUR 156 applies where no real property is contributed, rising to EUR 300 where it is, according to the chamber of commerce's own fee tables, which also fix the diritti di segreteria (secretarial fee) for registering the deed at EUR 90. These are government duties, not a price for our own work, and every founder pays them regardless of who drafts the deed. Notary fees are a separate matter: no official tariff has existed since the 2012 liberalisation, so fees are negotiated case by case, with the single exception of the S.r.l.s. on its standard model, where the law sets the notarial fee at zero.

From our practice. The item founders underestimate most is not the capital figure but item 7, the operating rules: a deed drafted without thinking through administration and representation in advance tends to need amending sooner than a founder expects, and any amendment past the initial draft means a second trip to the notary, not a simple filing. If you are working out what your own deed needs to say, tell us about the company you want to form and we can walk through the content items against your structure.

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