S.r.l. in Italy: Minimum Capital, Quotas and Control Duties
An S.r.l. is the Italian private limited company, and the capital figure attached to it in most English-language summaries is wrong. Article 2463(2)(4) of the Civil Code sets the minimum at EUR 10 000. The one-euro figure that circulates so widely belongs to a different regime, and that regime carries three conditions the summaries leave out. The difference decides how much a founder commits on day one, whether anything other than cash can be contributed, and what happens to profit for years afterwards. Every number below carries its article and a link to the law.
Giulia Mancini, Head of Corporate Formation, Milan. Giulia started out preparing incorporation deeds in a Milan notary practice and has spent twelve years since on the same problem: reconciling what a foreign shareholder can sign remotely with what the notary and the Register of Companies will accept. More
Reviewed by Alessandro Ferri, Tax and Accounting Lead. Updated 9 September 2026.
What is an S.r.l. in Italy, and what does the abbreviation stand for?
Most readers meet this abbreviation at the end of an Italian company name.
S.r.l. stands for società a responsabilità limitata
S.r.l. stands for società a responsabilità limitata, the Italian private limited company, governed by Articles 2462 to 2483 of the Codice civile (Civil Code). For the obligations of the company, only the company answers, and it answers with its own assets (Art. 2462 c.c.).
Where the S.r.l. sits among Italian legal forms
Comparing the Italian legal forms on the merits belongs on the pillar page. An S.r.l. is a società di capitali (capital company), and so are the S.r.l.s. and the S.p.A. beside it. The suffix at the end of a company name states the legal form and nothing more, and where the company has one member its documents must say so (Art. 2250(4) c.c.).
When the company legally starts to exist
An S.r.l. is incorporated by contract or by unilateral deed, and either way the atto costitutivo (deed of incorporation) is executed as a notarial public deed (Art. 2463 c.c.). The notary then has ten days to file it with the Registro delle Imprese (Register of Companies) (Art. 2330 c.c.). Legal personality arrives with the entry in the register, not with the signature (Art. 2331 c.c.).
What this guide does not cover
Choosing between all the Italian forms goes to the pillar, and the procedure as a service belongs to our page on how to set up a company in Italy. The calculation of IRES, IRAP and IVA sits in the tax silo; this page gives rates only. The S.r.l.s. and the startup innovativa (innovative startup) status each get their own treatment.
Where is the capital actually paid, and do I need an Italian bank account first?
For a founder outside Italy this is the first operational question, and the Civil Code answers it in a single subsection.
The 25% rule and the 100% rule
On incorporation with several members, at least 25% of the cash contributions plus the whole share premium is paid in; on incorporation by unilateral deed, the entire amount falls due: almeno il venticinque per cento dei conferimenti in danaro e l'intero soprapprezzo o, nel caso di costituzione con atto unilaterale, il loro intero ammontare (Art. 2464(4) c.c.). See Normattiva: Codice civile, Art. 2464.
The money goes to the management body, not to a blocked bank account
Payment is made to the management body appointed in the deed, and the means of payment are stated in the deed itself: deve essere versato all'organo amministrativo nominato nell'atto costitutivo … I mezzi di pagamento sono indicati nell'atto (Art. 2464(4) c.c.). An Italian bank account is therefore not legally required in advance, which is narrower than "you will never need one".
An insurance policy or a bank guarantee instead of cash
A cash contribution may be replaced by an insurance policy or a bank guarantee for at least the same amount, with the characteristics set by decree of the President of the Council of Ministers (Art. 2464(4) c.c.).
Contributions in kind must be fully released at subscription
Contributions of assets and of claims must be released in full at the moment of subscription: devono essere integralmente liberate al momento della sottoscrizione (Art. 2464(4) c.c.). Under the regime below EUR 10 000 a contribution in kind is impossible altogether, so anyone contributing equipment or intellectual property has chosen the EUR 10 000 route by implication.
The one exception: incorporation by video conference
Online incorporation is the single case where a bank transfer is compulsory: an Italian seat, capital subscribed in cash, and contributions executed by transfer to the notary's dedicated account: i conferimenti sono eseguiti mediante bonifico bancario eseguito sul conto corrente dedicato (Art. 2(1) D.Lgs. 183/2021). See Normattiva: D.Lgs. 183/2021, Art. 2.
What happens if the company stops having more than one member
Where the plurality of members ceases, capital still unpaid must be paid within 90 days (Art. 2464(4) c.c.). Two founders who incorporated on the 25% rule, later concentrated in one pair of hands, have three months to close the gap.
How is an S.r.l. incorporated, and can it be done remotely?
Incorporation runs through a notary and finishes at the Register of Companies, in person or by video conference.
The notarial deed and what the statuto must say about the address
The notary receives the deed as a public act (Art. 2463 c.c.), and the statuto (articles of association) names only the comune (municipality) of the seat, not the street address (Art. 2463(2)(2) c.c.). Moving the office inside that municipality is therefore a register filing rather than a notarial act, at a secretarial fee of EUR 30 under the Romagna chamber tariff.
One filing, four authorities: Comunicazione Unica
The Comunicazione Unica (single business filing) registers the company, obtains the codice fiscale (tax code) and the partita IVA (VAT number) from the Agenzia delle Entrate, and opens the INPS and INAIL positions. The procedure is in force; the software of the same name was withdrawn on 12 February 2026 and replaced by DIRE, with market software also accepted. See Registro Imprese: Comunicazione Unica.
Incorporation by video conference since 15 December 2021
Since 15 December 2021 a notary can receive the deed as an electronic public deed, with the parties attending by video conference through the platform of the Consiglio Nazionale del Notariato (Art. 2(1) D.Lgs. 183/2021). Two limits apply: an Italian seat, and capital in cash. See Consiglio Nazionale del Notariato: S.r.l. online.
What incorporation costs in government duties
The imposta di registro (registration tax) on a deed with cash contributions is EUR 200, and the imposta di bollo (stamp duty) is EUR 156.00 on a notarial deed without a contribution of real property and EUR 65.00 on register filings by a capital company. Secretarial fees for registering the deed are EUR 90 under the Romagna chamber tariff, revision 16 of 27 January 2026: CCIAA Romagna: diritti di segreteria, rev. 16.
| Filing or act | Amount | Source |
|---|---|---|
| Registration tax on the deed with cash contributions | EUR 200 | Tariffa Parte I Art. 4(1)(a)(5) D.P.R. 131/1986 with Art. 26(2) D.L. 104/2013 |
| Stamp duty on the notarial deed without real property | EUR 156.00 | CCIAA Romagna, MUI table |
| Stamp duty on Register filings by a capital company | EUR 65.00 | CCIAA Romagna, MUI table |
| Secretarial fee on registration of the deed and the sole-member notice | EUR 90 | CCIAA Romagna rev. 16 |
| Deposit of the annual accounts | EUR 60 plus the OIC contribution | CCIAA Romagna rev. 16 |
| Filing of a quota transfer | EUR 90 secretarial fee, EUR 65 stamp duty, EUR 15.00 notary stamp duty through the MUI | CCIAA Romagna |
| Transfer of the registered office within the same municipality | EUR 30 secretarial fee | CCIAA Romagna rev. 16 |
| Company power of attorney | EUR 30.00 stamp duty plus EUR 59.00 / EUR 65.00 | CCIAA Romagna, MUI table |
These are government duties and the fees of named chambers of commerce, not the cost of professional services. Italy has had no official notarial tariff since 2012, so no notary fee appears here. Our own pricing is on request.
Which later changes need a notary and which do not
A transfer of quotas, a change of directors and a move of the address within the same municipality need no notary. A notary is required to move the seat to another municipality and to change the oggetto sociale (corporate purpose), the name, the capital or the management rules.
Who is liable for the debts of an S.r.l.?
Limited liability holds in the ordinary case, and the exceptions are narrow.
Only the company answers, with its own assets
For the obligations of the company, only the company answers, out of its own assets (Art. 2462 c.c.). A creditor of the company looks to the company's estate, and personal obligations of a member stay personal.
The sole-member exception and its two triggers
Where the entire quota has belonged to one person and the company becomes insolvent, that person answers without limit for the obligations arising in that period. Two triggers open the door, and either is enough:
- the contributions were not made as required by Art. 2464 c.c.;
- the publicity prescribed by Art. 2470 c.c. was not carried out.
Limited liability for a socio unico (sole member) therefore rests on two pieces of housekeeping, both cheap and neither automatic.
Losing more than one third of the capital
Where losses cut the capital by more than a third, the directors must call a members' meeting without delay, and the report on the financial position, with the observations of the control body or the auditor, is deposited at the seat at least 8 days beforehand (Art. 2482-bis c.c.). If by the following financial year the loss has not fallen below a third, the meeting approving the accounts must reduce the capital; failing that, the directors and the control body apply to the court.
Dividends only out of profits actually earned
Only profits actually realised and shown in duly approved accounts may be distributed: Possono essere distribuiti esclusivamente gli utili realmente conseguiti (Art. 2478-bis(4)-(5) c.c.). Where the capital has been reduced, distribution is barred until it is restored or reduced.
What must a sole member (socio unico) do?
Most non-resident founders incorporate alone, which puts them inside a set of duties the general guides skip.
The 30-day filing with the Register
The directors file a statement giving the sole member's name or corporate name, date and place of birth or state of incorporation, domicile or seat, and nationality, within 30 days of the change in the membership: devono essere depositate entro trenta giorni dall'avvenuta variazione della compagine sociale (Art. 2470(4)(5)(7) c.c.). The same filing follows a change of sole member and the restoration of plurality, and the member may make it himself.
The socio unico marking on company documents
Corporate documentation must state that the company has a single member (Art. 2250(4) c.c.), which is what a counterparty reads alongside the legal-form suffix.
Contracts with the sole member and the directors' decisions book
Contracts between the company and its sole member, and operations in his favour, can be raised against the company's creditors only if they appear in the book of directors' resolutions or in a written document bearing a certain date preceding the attachment of assets (Art. 2478(3) c.c.). A founder loan agreed orally is worth nothing against creditors.
What the sole-member filing costs
Filing a notice of a sole member, or of the restoration of plurality, carries stamp duty of EUR 65 plus a secretarial fee of EUR 90 under the Romagna chamber tariff. Set against the liability it preserves, the arithmetic is not close.
What is a quota in an S.r.l., and how is it transferred?
Ownership of an S.r.l. is held in quote, and two routes exist for selling one.
A quota is not a share, and what replaced the members' book
Participations in an S.r.l. may not be represented by shares and may not be offered to the public as financial products, with one exception: a public offer through crowdfunding platforms under Regulation (EU) 2020/1503 (Art. 2468 c.c.). The libro soci (members' book) was abolished for the S.r.l. in 2009, so ownership is evidenced by the Register of Companies.
When a quota can be transferred freely, and when the deed restricts it
Quotas are freely transferable unless the deed of incorporation provides otherwise: Le partecipazioni sono liberamente trasferibili … salvo contraria disposizione dell'atto costitutivo (Art. 2469 c.c.). An outright prohibition, or a condition of unconstrained approval, gives the member a right of withdrawal, so read the transfer clause before the price.
Route one: notarised deed filed within 30 days
The transfer takes effect against the company from the moment of the deposit with the register, not from signature: Il trasferimento delle partecipazioni ha effetto di fronte alla società dal momento del deposito (Art. 2470(1) c.c.). The deed with authenticated signatures is deposited by the authenticating notary within 30 days (Art. 2470(2) c.c.). See Normattiva: Codice civile, Art. 2470.
Route two: digital signature and an authorised intermediary
The deed may instead be signed with a digital signature under Art. 24 of the Digital Administration Code and deposited within 30 days by an authorised intermediary, in practice a dottore commercialista holding that authorisation (Art. 36(1-bis) D.L. 112/2008). The legislator treated this as an express derogation from Art. 2470(2) c.c., and the tax treatment of the deed does not change. See Normattiva: D.L. 112/2008, Art. 36(1-bis).
Two buyers, one quota, and what a visura shows
Where the same quota is sold to more than one buyer, preference goes to whoever first registered the right in good faith, even if his title is the later one: quella tra esse che per prima ha effettuato in buona fede l'iscrizione nel registro delle imprese è preferita alle altre (Art. 2470(3) c.c.). An attachment of a quota is also entered in the register (Art. 2471 c.c.), so check the visura camerale (chamber extract) before signing, not after.
Titoli di debito: the only securities an S.r.l. may issue
An S.r.l. may issue titoli di debito (debt securities) only if the deed of incorporation allows it, and they may be subscribed exclusively by professional investors subject to prudential supervision (Art. 2483 c.c.). On a resale to non-professional buyers, the transferor guarantees the company's solvency.
Who manages an S.r.l., and can a non-resident be its director?
The code leaves most of the management architecture to the deed.
The management body and what only it can decide
Management is entrusted to one or more members unless the deed provides otherwise; several managers form a board, unless the deed provides for several and separate or joint management, and board decisions may be taken by written consultation where the deed allows. Four matters stay with the management body in every case: the draft balance sheet, merger plans, demerger plans, and capital increases under Art. 2481 (Art. 2475 c.c.).
General representation and limits that do not bind third parties
Directors hold general powers of representation, and limits on those powers cannot be raised against third parties even when published, save where intentional harm is proved: Le limitazioni ai poteri … non sono opponibili ai terzi (Art. 2475-bis c.c.). An internal signing threshold works internally; it does not unwind a contract signed with an outside counterparty.
No Italian residence requirement, but a 30-day filing
The Civil Code sets no requirement that a director be resident in Italy. Within 30 days of notice of their appointment, directors must ask for it to be entered in the register, which records for each the surname, given name, place and date of birth, domicile and citizenship (Art. 2383(4) c.c.). Residence is not on that list; domicile and citizenship are, and both are public.
The personal domicilio digitale duty since 2025
The sole director, the amministratore delegato (managing director) or, failing them, the chairman of the board must register a personal domicilio digitale (certified digital domicile, PEC) that does not coincide with the company's PEC. Companies already registered had to comply by 31 December 2025, and the duty applies in any event on appointment or renewal. Art. 13, comma 3 of D.L. 159/2025, of 31 October 2025, redefined who is caught by it.
When does an S.r.l. become obliged to appoint a statutory auditor?
Audit duty decides the real annual cost of ownership, and the thresholds are lower than founders expect.
The three grounds under Art. 2477
Appointing an organo di controllo (control body), which may be a single sindaco (statutory auditor), or a revisore legale (auditor) is mandatory where the company:
- is required to draw up consolidated accounts;
- controls a company subject to statutory audit;
- has exceeded at least one of the size thresholds for two consecutive financial years.
The thresholds: EUR 4 000 000, EUR 4 000 000, 20 employees
The thresholds are balance-sheet assets of EUR 4 000 000, revenue from sales and services of EUR 4 000 000, and an average of 20 employees over the year: totale dell'attivo dello stato patrimoniale: 4 milioni di euro; ricavi … 4 milioni di euro; dipendenti occupati in media … 20 unità (Art. 2477(2) c.c.). Exceeding one of them in two consecutive financial years is enough, and where the constitution is silent the control body consists of a single acting member (Art. 2477(1) c.c.). See Normattiva: Codice civile, Art. 2477.
Thirty days to appoint, otherwise the court does it
The meeting that approves the accounts in which a threshold is exceeded has 30 days to appoint (Art. 2477(5) c.c.). Where it does not, the court appoints, on the application of any interested party or on a report from the conservatore of the register: alla nomina provvede il tribunale su richiesta di qualsiasi soggetto interessato o su segnalazione del conservatore del registro delle imprese (Art. 2477(5)-(6) c.c.). Inaction produces an auditor chosen by a judge, not the absence of one.
When the duty ends
The obligation ends once none of the thresholds has been exceeded for three consecutive financial years: cessa quando, per tre esercizi consecutivi, non è superato alcuno dei predetti limiti (Art. 2477(3) c.c.). Two years take a company into the duty, three years take it out.
Abbreviated accounts do not exempt you from an auditor
The thresholds for a bilancio in forma abbreviata (abbreviated financial statements) stand at EUR 5 500 000 of assets, EUR 11 000 000 of revenue and 50 employees, as amended by D.Lgs. 125/2024 (Artt. 2435-bis, 2435-ter c.c.). They sit well above the audit thresholds, so a company can file abbreviated accounts and be obliged to have a control body or an auditor at the same time.
Upper scale, control body or auditor, Art. 2477(2): EUR 4 000 000 of assets, EUR 4 000 000 of revenue, 20 employees. Condition: at least one threshold exceeded in two consecutive financial years. The duty falls away after three consecutive years with none exceeded. Lower scale, abbreviated accounts, Artt. 2435-bis and 2435-ter: EUR 5 500 000 of assets, EUR 11 000 000 of revenue, 50 employees. Hatched zone between the two scales: abbreviated accounts, mandatory auditor.
What does an S.r.l. have to file every year?
Ownership has an annual rhythm, and statute sets the deadlines.
The books an S.r.l. has to keep
Every commercial entrepreneur keeps a libro giornale (day book) and a libro degli inventari (book of inventories), plus other records suited to the business (Art. 2214 c.c.). An S.r.l. adds the books of members' and directors' resolutions and, where a collegio sindacale has been appointed under Art. 2477, the book of its resolutions (Art. 2478 c.c.).
120 days for the draft, up to 180 in defined cases
The draft accounts go to the members within the period set by the deed, and in any event no later than 120 days after the end of the financial year (Art. 2478-bis(1) c.c.). The constitution may allow up to 180 days where consolidated accounts must be prepared, or where the structure and objects of the business impose particular requirements, with the directors explaining the delay in their report under Art. 2428 (Art. 2364(2) c.c.).
30 days to deposit the approved accounts, and what that costs
A copy of the approved accounts is deposited with the register within 30 days of the members' resolution approving them (Art. 2478-bis(2) c.c.). Under the Romagna chamber tariff the filing carries stamp duty of EUR 65 and a secretarial fee of EUR 60 plus the OIC contribution.
Electronic invoicing and the ten-year retention rule
Electronic invoicing through the SDI is mandatory for every person resident or established in Italy who holds a VAT number, on transactions with persons resident or established in Italy. Accounting records are kept for ten years from the date of the last entry (Art. 2220 c.c.).
The annual chamber fee and the 2026-2028 surcharge
The diritto annuale (annual chamber fee) for a capital company starts at a fixed EUR 200 for turnover up to EUR 100 000, then applies rates from 0.015% down to 0.001% with a ceiling of EUR 40 000, and the result is reduced by 50%. A MIMIT decree of 17 March 2026 allows chambers whose boards approved project funding to raise it by 20% for 2026 to 2028, with the top-up due by 30 November 2026 without penalties or interest. Figures from the Marche chamber's 2026 schedule: CCIAA Marche: diritto annuale 2026.
| What has to happen | Deadline | Article |
|---|---|---|
| Notary files the deed with the Register | 10 days | Art. 2330 |
| Directors file their appointment | 30 days from notice of appointment | Art. 2383(4) |
| Sole member publicity | 30 days from the change in membership | Art. 2470(4)(5)(7) |
| Filing of a quota transfer | 30 days | Art. 2470(2); Art. 36(1-bis) D.L. 112/2008 |
| Unpaid contributions after the company ceases to have several members | 90 days | Art. 2464(4) |
| Draft accounts to the members | 120 days, up to 180 in defined cases | Artt. 2478-bis(1), 2364(2) |
| Deposit of approved accounts | 30 days from the members' approval | Art. 2478-bis(2) |
| Report on the financial position before the meeting on losses | at least 8 days | Art. 2482-bis |
| Appointment of the control body or auditor once thresholds are exceeded | 30 days | Art. 2477(5) |
What taxes does an S.r.l. pay?
Rates belong here; the calculation and the returns belong to the tax silo.
IRES at 24% and who pays it
IRES, the corporate income tax, is charged at 24%, and the S.r.l. is expressly named among the taxpayers alongside the S.p.A., the S.a.p.a. and cooperatives. Non-resident companies pay only on income earned in Italy. See Agenzia delle Entrate: IRES and our page on company tax in Italy.
IRAP at 3.9% and the regional variation
IRAP is charged at 3.9% of the net value of production, per the 2026 instructions of the Agenzia delle Entrate. Regions may move the rate by up to 0.92 percentage points, and the variation may differ between sectors (Art. 16(3) D.Lgs. 446/1997).
IVA at 22% and the reduced rates
The standard IVA rate is 22%, with reduced rates of 4%, 5% and 10% (Art. 16 D.P.R. 633/1972).
The surcharge on a non-operating company
A società di comodo (non-operating company) pays an IRES surcharge of 10.5 percentage points, the strongest argument against holding a dormant Italian company "just in case".
Dividends and participation exemption
Dividends received by a resident company are excluded from its income by 95% (Art. 89(2) TUIR), and capital gains on qualifying participations are 95% exempt under the participation exemption regime (Art. 87(1) TUIR).
Can a non-resident found and own an Italian S.r.l.?
Foreign ownership is ordinary, and one condition applies.
The reciprocity condition in Art. 16 of the preliminary provisions
A foreigner is admitted to enjoy the civil rights granted to citizens on condition of reciprocity, and the rule extends to foreign legal entities: Lo straniero è ammesso a godere dei diritti civili attribuiti al cittadino a condizione di reciprocità … vale anche per le persone giuridiche straniere (Art. 16 disposizioni sulla legge in generale).
Who is outside the condition, and how it is verified
The condition does not apply to nationals of the EU and the EEA, and under special statutes it does not apply to third-country nationals holding an Italian residence permit issued on certain grounds. Where an application is filed by the representative of a foreign legal entity, the authority asks the Ministry of Foreign Affairs for a preliminary reciprocity check (Art. 26-bis(3-bis), (3-ter) of the consolidated immigration act).
Publishing company documents in another EU language
Company documents may additionally be published in a special section of the register in another official EU language, with a sworn expert translation (Art. 2250(5)-(6) c.c.). That answers the bank or counterparty outside Italy who cannot read the register.
Acting through a power of attorney
Where the founder cannot attend, a company procura (power of attorney) carries stamp duty of EUR 30.00 plus EUR 59.00 or EUR 65.00 of register stamp duty under the Romagna chamber MUI table. The instrument represents the founder; it does not change who owns the quota.
How does an S.r.l. compare with an S.r.l.s., an S.p.A. and a branch?
Three neighbours sit closest, differing on capital, on formality, or on both.
S.r.l.s.: individuals only, a fixed model, no notary fee
An S.r.l.s. may be formed only by individuals, with capital of at least EUR 1 and below EUR 10 000, fully subscribed and paid in cash to the management body on the date of incorporation (Art. 2463-bis c.c.). The deed follows a standard model whose clauses cannot be varied, and in exchange it and the registration are exempt from stamp duty and secretarial fees, with no notary fees due (Art. 3(3) D.L. 1/2012). Read our treatment of the low-capital variant first: an ordinary S.r.l. under Art. 2463(4) reaches the same low capital with a freely drafted deed.
S.p.A.: EUR 50 000 and money in a bank before the deed
An S.p.A. requires capital of at least EUR 50 000 (Art. 2327 c.c.), and at least 25% of the cash contributions, or the whole amount on a unilateral deed, is paid into a bank before the deed is signed (Art. 2342 c.c.). That is the sharpest contrast with the S.r.l. Founders who need to raise capital in shares take the joint-stock route.
A branch of a foreign company is not an S.r.l.
A sede secondaria (branch) of a foreign company is governed by the rules on the S.p.A. (Art. 2509 c.c.). Under the Marche chamber's 2026 schedule the diritto annuale for a secondary office of a company headquartered abroad is EUR 66.00.
Can an S.r.l. hold a special status such as startup innovativa or società benefit?
A status is not a company form: both sit on top of an existing S.r.l.
Startup innovativa: who qualifies
The status is open to a capital company not listed on a regulated market or an MTF, so an S.r.l. qualifies. The conditions include incorporation no more than 60 months ago, residence in Italy or in the EU or EEA with a site or branch in Italy, a value of production of EUR 5 000 000 or less from the second year, no distribution of profits, and an innovative object (Art. 25(2) D.L. 179/2012). One further criterion is needed: R&D of 15% or more, one third of the staff holding a PhD or two thirds a master's degree, or a patent or registered software.
How long the status lasts and what it saves
The base period is three years, extendable to five on conditions including R&D up to 25%, growth in revenue or employment above 50%, or a capital reserve above EUR 50 000 from a qualified investor with R&D up to 20% (Art. 25(2-bis)); a scale-up extension adds up to four further years in two-year periods (Art. 25(2-ter)). While registered, the company is exempt from stamp duty, secretarial fees and the diritto annuale, but no later than the fifth year: Registro Imprese: sezione startup innovative. That relief comes from version 8 of the guide, July 2019, predating the reform of Art. 25 in force since 18 December 2024; where they diverge, the statute prevails.
Società benefit is a status, not a company type
According to guidance published by the business register offices, the società benefit rests on Art. 1, commi 376 to 384 of Law 208 of 28 December 2015 and covers companies pursuing common-benefit purposes alongside profit; a capital company including an S.r.l., a partnership or a cooperative may take it. The purposes go in the oggetto sociale, "Società benefit" or "SB" may be added to the name, a responsible officer is appointed, and an annual report is annexed to the accounts and published on the website. Breaches attract the penalties for misleading advertising, enforced by the AGCM.
A note on this section. Both regimes have moved recently and are summarised from the statute and from register-office guidance; check the current text before relying on either.
Frequently asked questions about the Italian S.r.l.
What is an S.r.l. company in Italy?
An S.r.l. (società a responsabilità limitata) is an Italian limited liability company. It is formed by contract or by unilateral deed, executed as a public deed before a notary (Art. 2463 c.c.). It acquires legal personality only on entry in the Register of Companies, not on signature (Art. 2331 c.c.).
What is the minimum share capital of an Italian S.r.l.?
The statutory minimum is EUR 10 000 (Art. 2463(2)(4) c.c.). Capital below that is possible, down to EUR 1, but then contributions must be in cash and paid in full, and at least one fifth of annual net profit goes to a reserve until reserve plus capital reach EUR 10 000 (Art. 2463(4)-(5) c.c.).
Do I have to pay the whole capital up front?
Not always. Where several members incorporate, at least 25% of cash contributions plus the entire share premium is paid at incorporation. Where a single person incorporates by unilateral deed, the whole amount is due (Art. 2464(4) c.c.). Contributions in kind must be fully released at subscription.
Do I need an Italian bank account before incorporating an S.r.l.?
Legally, no. In an S.r.l. the cash contribution is paid to the management body appointed in the deed, and the means of payment are stated in the deed itself (Art. 2464(4) c.c.). The exception is incorporation by video conference, where a bank transfer to the notary's dedicated account is required (Art. 2(1) D.Lgs. 183/2021).
When does an S.r.l. need a statutory auditor?
When it prepares consolidated accounts, controls an audited company, or exceeds at least one of EUR 4 000 000 assets, EUR 4 000 000 revenue or 20 employees for two consecutive years (Art. 2477(2) c.c.). The meeting has 30 days to appoint; otherwise the court does (Art. 2477(5)-(6) c.c.).
Can a non-resident own and run an Italian S.r.l.?
The Civil Code sets no Italian residence requirement for directors; the Register records each director's domicile and nationality (Art. 2383(4) c.c.). Third-country nationals and foreign legal entities are subject to the reciprocity condition in Art. 16 of the preliminary provisions, verified through the Ministry of Foreign Affairs (Art. 26-bis TUI).
How do I transfer quotas in an S.r.l.?
Either by notarised deed, filed by the certifying notary within 30 days (Art. 2470(1)-(2) c.c.), or by a digitally signed deed filed within 30 days by an authorised intermediary (Art. 36(1-bis) D.L. 112/2008). The transfer takes effect against the company from the date of filing, not signature.
What happens if I am the sole member of an S.r.l.?
The directors file the sole member's details with the Register within 30 days of the change (Art. 2470(4)(5)(7) c.c.), and company documents must state that there is a sole member (Art. 2250(4) c.c.). If contributions are unpaid or that filing is missing, the sole member answers without limit on insolvency (Art. 2462(2) c.c.).
Are S.r.l. quotas the same as shares?
No. Quote cannot be represented by shares and cannot be offered to the public as financial products, except through crowdfunding platforms within Regulation (EU) 2020/1503 (Art. 2468 c.c.). Ownership is evidenced by the Register of Companies: the members' book was abolished in 2009.
Can an S.r.l. issue bonds?
An S.r.l. may issue titoli di debito only if the deed of incorporation allows it, and they may be subscribed exclusively by professional investors subject to prudential supervision. On resale to non-professional buyers the transferor guarantees the company's solvency (Art. 2483 c.c.).
S.r.l. or S.r.l.s.: which one?
An S.r.l.s. can be formed only by individuals, on a standard model whose clauses cannot be varied (Art. 2463-bis c.c.), and in exchange the deed is exempt from stamp and secretarial duties, with no notary fee due (Art. 3(3) D.L. 1/2012). An ordinary S.r.l. keeps a freely drafted deed.
What taxes does an S.r.l. pay?
IRES at 24% on company income, IRAP at 3.9% on net production value with regional variation of up to 0.92 percentage points, and IVA at 22% with reduced rates of 4%, 5% and 10%. A non-operating company pays an IRES surcharge of 10.5 percentage points.