SrL Company Registration in Italy - Business Starting & Setup

Want to set up a SrL in Italy? We can assist you in starting a business or in buying a shelf SrL company in Italy with a full package of necessary documents, legal advice and follow-up support. Incorporation of a firm in Italy includes provision of a registered office (for at least 1 year in any of our service plans), an apostilled set of constitutional documents, secretarial services and assistance with compliance fee and pre-approval for opening an account in banks of Italy. The total price of SrL company formation in Italy includes all necessary fees and charges for the first year of operation, as well as full one-year nominee service (package Optimum).

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Service packages «Italy-» Service packages «Italy-SAS» Legislation Tax System Audit Services
Service packages
Express
Standard
Optimum
Company registration
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Legal address per year
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Secretarial services for the first year
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Fees and duties for the first year
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Apostilled bound set of incorporation documents
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Compliance fee
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Nominee service per year
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Bank Account Pre-approval
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Price
9 280 USD

17 950 USD

18 450 USD

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The distinguishing features of S.R.L. in Italy

  • 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

Registration

Registration of SRL in Italy

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.

Memorandum of Association

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).

Registration with the Chamber of Commerce and Tax Agency

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.

Company Name

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.

Local Registered Office

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.

Seal

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

Company Structure

Directors

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.

Secretary

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

Shareholders

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.

Beneficiary

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.

Shares and Share Capital

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 (Board of Controllers)

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.

Sindaco Unico

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.

Schemes of Governance

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.

Core Services

The cost for incorporation of the company (S.R.L.) in Italy, including the corporate legal service for the second year

— Incorporation

Price7 650 EUR

including Annual Duties for Chamber of Commerce for first year, including Compliance fee

— Annual government fees

Priceincluded

— Corporate legal services

Price1 210 EUR

including registered address and registered agent, NOT including Compliance fee

— Apostilled set of documents

Price1 160 EUR

Basic set of documents

Notary Declaration / Dichiarazione

Compiled by a Notary at the first stage of company incorporation procedure. It includes: company name, structure, share capital, type of entity, activity, etc.

Certificate of Incorporation of S.R.L. / Visura

It is issued by the Register of Enterprises of the Chamber of Commerce and Industry of Italy and includes: company name, tax number, VAT, address, activity, share capital, date of incorporation, type of entity, etc.

Extract from Italian Revenue Agency / Partita IVA

It states a tax number and VAT

Memorandum of Association of S.R.L.

It is issued by the Register of Enterprises of the Chamber of Commerce and Industry of Italy

Articles of Association of S.R.L.

It is issued by the Register of Enterprises of the Chamber of Commerce and Industry of Italy
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    Nominee Director, Italian resident

    Price3 850 EUR

    (depends on the volume of duties)

    Accounting services

    Price3 300 EUR

    (depends on the volume)

    Compliance fee

    Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)

    Basic

    Price250 USD

    simple company structure with only 1 physical person

    For legal entity in structure under GSL administration

    Price50 USD

    additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

    For legal entity in structure not under GSL administration

    Price100 USD

    additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

    For client with high risk Status

    Price350 USD

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