SrL Company Registration in Italy - Business Starting & Setup

• Shareholders bear responsibility within the limit of subscribed share capital;
• there is no minimum number of Shareholders; one-man company is allowed;
• Shareholders are reported in the Registrar of the Chamber of Commerce; book of shareholder is not obligatory;
• minimum Capital Requirements: 1 EUR;
• Meeting of Shareholders is the Head of the Company;
• Company is managed by a Sole Director (Amministratore Unico) or a Board of Directors (Consiglio di amministrazione);
• Collegio Sindacale (Board of Auditors) is obligatory only for those companies with share capital not less than 120,000 EUR and other cases established by law;
• it is possible to appoint a General Auditor which is mandatory under certain circumstances;
• foreigners may subscribe share capital as well as be appointed as Company Director

There are several stages of registration of S.R.L. in Italy:

• Opening of bank account and payment of the initial amount of share capital;
• Signing of the Memorandum of Association with the attendance of a Notary;

The filing procedure “Comunicazione Unica” to register the company at:

Tax Agency; Registrar of Companies at Chamber of Commerce;Social Security Authorities.

S.R.L. is incorporated through a public act with the attendance of a Notary.

Memorandum of Association should show:

• name and main information about shareholders and promoters;
• name of the company and place (Municipality) where legal address and eventual branches are established;
• company’s activity;
• the amount of share capital subscribed and paid;
• in regard of shares: number, nominal value, characteristics, procedures for issue and sale;
• eventual value of contributions in-kind;
• rules for profit distribution;
• eventual benefits for founders and promoters;
• type of governance, number of directors, their powers and directors entitled to represent the company;
• number of members of “Collegio Sindacale” (Board of Internal Auditors);
• appointment of Directors and Members of Board of Auditors or Supervisory Committee;
• Approximate amount of expenses incurred by the Companyfor its incorporation;
• Company duration.

With the Memorandum of Association, Founders approve the Articles of Association (Statuto).

The Memorandum od Association is registered at the Chamber of Commerce and Tax Agency. Registration of Company normally takes from one week up to ten days. Company then receives a VAT number that corresponds to its Tax Code as well.

Before Incorporation, 25% of share capital should be deposited at a bank in a special account. This money is available after registration at Chamber of Commerce is achieved.

Certain rules are applied for company name in Italy:

• it is not allowed to use such words as “Bank”, “Finance”, “Insurance” or related words;
• the use of the Cyrillic alphabet is prohibited;
• it is allowed to use such words as“Corporation”, “Incorporated”, “Ltd”, “Corp”, “Inc”

Company suffix may be as following: Srl.

In Italy there are following variants of leasing of an office for S.R.L:

• Leased offices;
• Serviced offices;
• “Virtual Offices”.

To register S.R.L. it is enough to have a virtual office in Italy.

Leased Offices

Leasing is a traditional method of acquiring office space in Italy.

Serviced Offices

Apart from the standard lease this service may include: inclusive servicing:

• furnishings;
• maintenance;
• staffed reception;
• office equipment.

The volume of services depends on the needs of a client.

Virtual Offices

«Virtual office» is a term used to describe shared office services in Italy, which typically includes:

• business address;
• telecommunication services;
• meeting facilities;
• IT-support.

To establish a virtual office, all participants must have an internet-ready computer or laptop, which meets software needs and has access to the necessary professional/industry requirements.

There are no requirements for the Companies of Italy to have a seal.

The minimum number of Directors in SRL is one. Corporate directors are permissible.

There is no residency requirements, but it is recommended to appoint at least one Member of the Board of Directors with residence in Italy.

There are no rules for frequency of meetings of the Board of Directors. However the accounts should be yearly approved by the Board. For the validity of the resolutions of the Board of Directors, during the meetings is required the majority of the Directors, unless Articles of Association (Statuto) requires a qualified majority.

Powers of directors:

The Directors have the ordinary and extraordinary powers for company management.

First of all, Directors are responsible for company management.

Shareholders may appoint:

• a Board of Directors with a Chairman and a Managing Director;
• a sole Director;
• more Directors with separate or joint powers.

Company secretary is not required; thereby there are no special requirements for secretary's residency, and qualification.

The minimum number of Shareholders in Italian companies is one, which can be either a person or a company.

Corporate shareholders are permissible. It is an advantage that there are no residency requirements for shareholders.

The records of Shareholders are publicly accessible.

There are two different kinds of meetings of Shareholders in Italy:

1. Ordinary Meetings;

2. Extraordinary Meetings.

Ordinary Meetings should take place at least once a year, for accounts approval, not later than 120 days after the closing of business year.

Decisions are taken with the majority of the votes of the attendants. Another condition for validity of decision is the attendance of shareholders representing at least 50 % of share capital.

Meetings take place at legal address unless M.o.A. allows to call the Meeting in another place or to establish other procedures (mailing, videoconference, etc.).

Ordinary Meetings are called by Directors. Secretary of the Meeting is appointed by Meeting.

The following matters can be discussed at the Ordinary Meeting:

• approval of accounts of Company;
• appointment/removal of Director or Board of Directors;
• appointment of Members of Board of Auditors;
• Directors fees and auditors fees;
• decisions on the responsibility of Directors and Auditors;
• distribution of dividends;
• change of address (in the same municipality);
• any matter reserved to Shareholders decision by Memorandum of Association (Statuto);
• any matter upon request of Directors or Shareholders.

Extraordinary Meetings take place with the attendance of Notary and are obligatory whenever the agenda involves changes of the Memorandum of Association.

Extraordinary Meetings are called by Directors.

Extraordinary meeting is obligatory by law for following decisions:

• any change of Memorandum of Association (Statuto);
• extraordinary operations (Merger, splitting);
• change of company object;
• change of address (to another Municipality);
• change of company name;
• change of Share Capital;
• liquidation.

The list of shareholders of each S.r.l. is registered in the register of the Chamber of Commerce and is public. However, shares may be held through a Fiduciary Company. In this case Fiduciary company will appear as shareholder in the extract (Visura) of Chamber of Commerce. Fiduciary agreement is neutral for tax purposes and may be disclosed to State authorities in case of investigations.

The beneficial owner of a company in Italy is disclosed to accountants (auditors) and banks.

Italy has approved the introduction of the Beneficiary Register in 2019. And the first information was submitted to the Registry in spring 2021.

Any changes to the information must also be submitted within 30 days.

The standard currency of Shares and Share Capital is Euro (EUR).

The minimum authorized share capital is 1 EUR, the minimum issued share capital is 1 EUR for S.r.l.s., while the limit for the formation of “standard” S.r.l. remains € 10.000. Nevertheless, the amount of share capital could decrease under the aforementioned limit, without any consequences in the end, the only difference between “ordinary” S.r.l. and S.r.l.s is the fact that S.r.l., even with share capital < € 10.000, has to set aside in reserve the 5% of € 10.000.

Shares of no par value and bearer shares are not allowed.

Collegio Sindacale performs surveillance activity which is mainly focused on the control of company activity and of its consistency with law and includes also a check of accounts. In accordance with the article 2403 of the Italian Civil Code the Board of Controllers performs the following functions:

• supervising observance of law and Memorandum of Association (Statuto) and correct management principles;
• checking adequacy of Company organisation, administrative and accounting structure;
• auditing only if the company is not obliged to appoint an audit firm.

In accordance with the article 2403, the appointment of the Board is obligatory for S.R.L. in following cases:

• when share capital is equal or more than 120,000 EUR;
• when company is obliged to prepare consolidated accounts;
• when company controls a company obliged to auditing;
• when company exceeds for two consecutive years two of following limits:

- total assets: 4,400,000 EUR;

- revenues: 8,800,000 EUR;

- average number of employees: 50.

A recent reform, introduced by law 183/2011, provided companies of smaller size, with the opportunity to appoint a “Single Controller” (Sindaco Unico) instead of a Board.

Single Controller may be appointed only by S.r.l. For this type of company a Single Controller is to be considered as the general rule: if the M.o.a. does not establish the obligation to appoint a Board, then a Single Controller may be appointed.

First scheme

1. Management Board and Supervisory Board

2. Management Board has same functions of Board of Directors.

Supervisory Board absorbs functions of Collegio Sindacale and some functions of Meeting of Shareholders:

• appointment of Members of Management Board;
• approval of the fees of Members of Management Board;
• approval of company accounts;
• reporting to Shareholders on its activity at least once per year.

Second scheme

1. Board of Directors and Internal Committee.