Italian Limited Liability Company (SRL)

SrlMy very first article on Italian companies is not surprisingly about the S.R.L., the Italian Limited Liability Company or – in Italian – Società a Responsabilità Limitata. This is the most popular tool among foreign investors. If your business doesn’t require a specific type of company, you will probably start your Italian venture with an SRL.

Limited Liability Company in Italy – Summary

  • Company name: S.R.L. (‘Società a Responsabilità Limitata’)
  • Similar companies: LLC in US, LTD in UK, Ireland, Cyprus, etc, GmbH in Germany and Austria, SARL in France, SL in Spain
  • Minimum share capital: Eur 10,000 (only Eur 2,500 should be paid. See below)
  • Minimum number of shareholders: One. However 1 shareholder should deposit a bigger share capital. See below.
  • Minimum number of directors: One
  • Nationality of the shareholders: Any (with some rare exceptions)
  • Nationality of the director: Any (with some rare exceptions)
  • Limited liability: Yes. Shareholders benefit of a complete limited liability.
  • Auditing: Not required (Exception: if the company has a share capital of Eur 120,000 or more, the auditing is required)
  • Physical office: Not required (a virtual office is enough to setup the company and to obtain the VAT number)

NOTE: The minimum share capital and liability in Italy is Eur 10,000. However, if you run a small business or a start up, you probably don’t want to freeze all this money at the very beginning of your venture. Good news is that if your company has two or more shareholders, they are required to deposit only Eur 2,500. In short:

  1. one initial shareholder = share capital to be deposited Eur 10,000;
  2. two or more shareholder = share capital to be deposited Eur 2,500. It doesn’t mean Eur 2,500 for each shareholder, it’s Eur 2,500 in total.

Why one entrepreneur should pay more than two or more entrepreneurs? Well, the answer is quite simple and you will hear it many times dealing with the Italian bureaucracy: “it’s the law”. Yes but why the law has been written like that? … A mystery ! (My very personal opinion at the end of the post).

When you do have to setup a limited company

  • When you don’t have a reason to incorporate a specific type of company. If any type of company is fine, then you should probably setup an SRL.
  • When you want a full presence in Italy and an Italian VAT number, but you prefer to start small. When you are more confident of your venture, you could always upgrade your limited company SRL to a joint stock company (SPA.).

When you do NOT have to setup a limited company

  1. When the law requires an Italian Joint stock company (SPA). Usually you need a joint stock company SPA to operate in regulated market such us:
    – Open an Italian bank, institute of credit, or insurance,
    – Intermediate in gold. A SPA could be useful to setup a chain of pawn shops in Italy,
    – Operate in the telecom industry, especially as a mobile operator etc.
  2. When you provide your services from your own country, for instance you run a call center or you provide IT support online/by phone. If you need an office in Italy just to employ a sales team, you should consider to setup a Light branch or a Representative Office. It’s cheaper, legal and usually you don’t have to pay corporate taxes in Italy.

More on the share capital of a SRL

The minimum share capital is Eur 10,000 but you can decide to have bigger capital to favorably impress banks, providers and clients. The capital to be effectively deposited before the incorporation follows the usual rule:

  • one shareholder = 100%,
  • two ore more shareholder = 25%.

For instance, if you incorporate a company with a share capital of Eur 50,000, the shareholders are liable for Eur 50,000, but – if two or more – they need to deposit only Eur 12,250 (25% of the total).

That’s all …

That’s a complete overview of the basics, and I hope it could be helpful. Nowadays I rarely provide basic company formation services, but if you have a question feel free to ask (use the email icon on the top right corner of the screen). I do my best to read and reply to all the email.

P.S. – If you are like me fascinated by history and human nature, you can maybe like this.

So “Why a shareholder should pay more share capital than two shareholders in Italy”?

I have read many technical explanation when I was at the university, and later during my JD thesis. None is convincing. In my very personal opinion the reason is not legal but human. Our Italian Civil Code is older than our Constitution, Italy was a rural nation and the bureaucrats (not to mention the Nobles) were quite skeptical about doing business. Two shareholders means convincing another fellow villagers to take a risk with you. So your idea should be really good, or you should be a very influencing person (a.k.a. probably a Noble). The law is made to punish  innovators.

This is just my opinion of course, what’s your idea?

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2013-07-18T16:48:15+00:00 By |Start a Business|51 Comments

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51 Comments

  1. website 24 June 2012 at 3:58 pm - Reply

    When I open up your Feed it appears to be to be a lot of garbage, is the issue on my side?

    • Stefano L Tresca 27 June 2012 at 8:58 am - Reply

      I fixed the feed. Enjoy

  2. Ingrid ELin Frostad 11 May 2013 at 1:18 pm - Reply

    How can I check who ownes the company in Italy?
    Here in Norway we can see who is the owner and so on
    I am dealing with a company in Italy, and I want to find out if it is true what tey tell me

    • Stefano L Tresca 15 May 2013 at 9:22 pm - Reply

      Hi Ingrid, unfortunately in Italy it can’t be done directly online. Me – being a lawyer – I have access to a special online platform. I receive many request like this, but I am not in the business of selling certificates. I will see if I can add the service to this website, so you can request the document directly.
      S.

  3. Gijong Lim 5 September 2013 at 1:53 pm - Reply

    Dear Sir,

    I am interested in formaing a S.R.L company.
    Please let me know the total cost including your professional service fees and a virtual office fees monthly in details.

    For your reference, I have formed a S.R.L in Italy long time ago.

    I look forward to hearing from you.

    Best regards,

    Gijong Lim

    • Michele Spadaro 13 September 2013 at 4:23 pm - Reply

      Dear sir,

      do you mean you want to form ANOTHER srl company ? Waiting your kind reply, so you’ll receive the total costs.
      Best regards
      Michele Spadaro

  4. Adnan Kovacevic 18 September 2013 at 12:49 pm - Reply

    Dear Sir,

    I am interested in formaing a S.R.L company.
    Please let me know the total cost including your professional service fees and a virtual office fees monthly in details.

    I am Bosnian and Herzegovina citizzen.
    I look forward to hearing from you.

    Best regards,

    Adnan Kovacevic

    • Michele Spadaro 24 September 2013 at 12:44 pm - Reply

      Dear Mr Kovacevic,

      someone will contact you soon about your request.

      Best regards

      Michele Spadaro

  5. Amir 9 February 2014 at 5:31 pm - Reply

    Dear Sir,
    I am Iranian and established a Srl company in 2011 in Genova-Italy
    I need to have consultant right now for below affairs:
    – To obtain residency permit
    – To open a Bank account for company (It was closed)
    – To know how can I change the members of the board

    I appreciate your early contact

    • Michele Spadaro 10 February 2014 at 6:25 pm - Reply

      Dear Sir,

      I will answer soon.
      Best regards
      Michele Spadaro

  6. hitesh odedra 19 April 2014 at 12:19 am - Reply

    Hello

    I would like to open an srl company in verona and need assiatnce in find a good accountant and notary .

    Could you offer your services ? what will be the charge ?

    Rgds Hitesh

    • Michele Spadaro 23 April 2014 at 7:42 am - Reply

      Hi Hitesh

      What is the estimated turnover for the first year?
      Rgs
      Michele

  7. Zikria 21 May 2014 at 10:12 am - Reply

    Ciao,

    I am a student in Italy and we have a business of handmade carpets in Pakistan. We want to explore Italian market.

    First of All, I want to ask you that is it Legal that a student can do a small business in Italy because I only will handle this business physically in Italy?

    Secondly, If I open a Light Branch in Italy, Can I import carpets?

    Thirdly, What you suggest in my case I should go for Light Branch or SRL? Remember budget is very low.

    Thanks.

    • Michele Spadaro 28 May 2014 at 5:58 am - Reply

      Hi Zikria.

      1. yes, you can. Italian law provides that you can work as a part-timer while you’re a student
      2. no, you can’t. light branch can only “represent” a LLC existing in another Country.
      3. So, if you haven’t a LLC in another Country, you have simply to found an srl in Italy. And you can work, importing carpets.

      Hope it’s all clear.

      Rgs
      Michele

  8. Mathias 6 July 2014 at 7:06 pm - Reply

    Hello, i’m moving to Genova, Italy in september, to start a small take away restaurant. we’re thinking abort forming a srl, or a simplified limited liability company, and therefore would like to know some more about it.

    – How much does it cost in total?
    – Where do we go, to get it started?
    – Do we need any specific licences?
    – How long does it take?
    Thank you,

    Mathias

    • Michele Spadaro 9 July 2014 at 8:44 pm - Reply

      First of all, Mathias, where are you from? And opening your company is a supposed step to stay and live for long in Italy?

      • Mathias Schuster 10 July 2014 at 1:26 pm - Reply

        I’m from Denmark, and yes it is a step for me and my girlfriend to live and work in Italy. We adore the country, culture, food, passion everything, and want to explore it to the fullest. I do, however have some questions i would like to ask you. For example:
        Can we get all our certifications and licences done at The Chamber of Commerce?
        We would also like some help during negosiations with real-estate agents and food suppliers/farmers.
        Thank you for your time.
        Mathias

        • Michele Spadaro 17 July 2014 at 2:04 pm - Reply

          Hi Mathias,

          I will give you proper answers on your topics as soon as possible.
          Rgs
          Michele

  9. Sparkles 21 September 2014 at 10:36 pm - Reply

    Hi Stefano – Firstly would like to appreciate the information that you have provided on this blog, Thank you.

    I would like to know steps for setting up a business in Italy. I am from Kuwait and would like to set up an arabic restaurant in Italy. Do I set up an SRL co. first before searching the place or location or should I decide and make a business plan first before setting up a company. Also after I have set up a company do I get residency permit to be able to search and run the business? Please advise.

    Thanks,
    S.

    • Michele Spadaro 26 September 2014 at 5:37 am - Reply

      Hi Sparkles,

      Your project is to come, live and work in Italy.
      Keeping this in mind, the way you can get it is that you open in Italy a branch of a currently running company in your Country: this is because Italian Immigration laws let have a permit to businessmen that can give warranties of good-going businesses BEFORE coming in Italy; and this you can show with tax returns or so.
      So: 1) you have a company in your Country, with some “history”; 2) you open a branch of it in Italy, for your arabic restaurant; 3) you can visit for periods of 3 months to search the location and other, or you hire a person to do it (as you like it); 4) branch will have a legal representative like an Italian, a UE or foreigner with permit: a trusted person of yours, or a nominee (that can be found); 5) this legal representative will held his charge for an initial period, untile you get your permit; 6) after opening of the branch and while you search for location and others, you start immigration procedure as an “employee” of the foreign company to send for help to the branch; 7) you get a visa for work and enter in Italy; 8) you get the permit to stay; 9) you change the legal representative of the branch from “the person” to “you”.
      Hope all is clear.
      We can be of some help on all this, so don’t worry to ask.
      Rgs
      Michele

  10. Vijay 16 July 2015 at 9:15 am - Reply

    I along with other 3 partners are planning to register a business in Italy. 2 of them are indian resident without visa to Italy, also entire investment which is around 50K euro is being funded from India.
    could you please write back to me so that we can discuss further.

    Regards
    -Vijay

    • Michele Spadaro 24 July 2015 at 12:37 pm - Reply

      Hi Vijay,

      you mentioned “2 of them” as indian resident without visa to Italy. What about the other (not mentioning you, obviously)?

  11. Filippo Morelli 17 July 2015 at 12:29 am - Reply

    Hi, what are the requirements set by italian notaries to “authenticate” those who intend to create a brand new S.R.L. that is fully owned by a US company?

    Can anyone just show up and say: “Hi, I repsent the interest of company XYZ and I would like to open an italian S.R.L. owned by XYZ”?

    • Michele Spadaro 24 July 2015 at 12:38 pm - Reply

      you have to show up official document about your position and powers as representative in the company XYZ.
      Rgs
      michele

  12. Armin 27 July 2015 at 10:25 pm - Reply

    Hello Stefano and Michele,

    Firstly, I should thank you for your very helpful blog.

    Secondly, I am in need of further information to register a srl company and start working asap.

    I am awaiting for your response.
    Your consideration is greatly appreciated.

    Best Regards

    • Michele Spadaro 3 August 2015 at 4:22 pm - Reply

      Hi Armin.
      Can you send any details on your project?

  13. nick 5 August 2015 at 5:41 am - Reply

    Ciao Stefano and Michele – looking to set up an S.R.L. that will own an interest in an LLC here in the US. I am a US attorney, an italian (jure sanguinis) and might spend a few years there. If you can assist with services or if i can assist you in any way, please contact me privately. grazie mille.

  14. Mohamed Hasan 21 August 2015 at 2:21 pm - Reply

    Hello sir
    i’m from egypt and i need to create SRL company
    we are dealers for italiain companies and i need to make company in italy
    but i need aslo to finish my official documents to get ( carta di soggiorno )
    so i need to know the total costs and annual costs for everything
    me and my father will create the company to pay 2500 Euro only

    waiting for your response

    +2 01100992737

  15. Yusuf 13 September 2015 at 7:05 am - Reply

    Hi,

    I like to open a small business company in Italy. Please suggest and advise so can do the needful.

    Thanking you.

    • Michele Spadaro 17 September 2015 at 7:07 pm - Reply

      Are you in Italy?

  16. Elizabeth 26 September 2015 at 1:05 am - Reply

    Hello,
    I am a self employed life coach with an LLC formed in the US. If I am living in Italy and coaching clients from the US via Skype or phone, are there any law or tax implications?

    I am also bi-lingual and looking into coaching expats as well as Italian Citizens. Would I need to form an SRL (also, how would that apply with or without office space)?

    Please let me know your advice,
    Thank you very much!

    – Elizabeth

    • Stefano L Tresca 2 October 2015 at 11:13 am - Reply

      Hi Elizabeth, an Italian Limited company (SRL) seems too much for your business, unless you plan to setup a school and employ other coach.

      If you need more detailed information, feel free to contact me on Clarity (https://clarity.fm/stefanotresca). Any way, a personal VAT number would probably be best.

  17. pedro 26 September 2015 at 1:57 am - Reply

    Appreciate your info which is amazingly helpful.
    I am from UK planning to open a s.r.l in Italy. Since this is a start up and I need to try the market I would have to keep the costs down. My Italian advisor suggested to start with S.R.L.s but my worry is this will make the company look small to my italian suppliers and creditors compared to S.R.L.
    My question is, comparing the costs and fees for a whole year between SRL and SRLS is it a huge difference? Can you advise me with some average figures for this?
    Do I need to pay tax in uk as well being a uk citizen?
    Thank you
    Pedro

    • Michele Spadaro 2 October 2015 at 7:33 am - Reply

      Hi Pedro,
      operating most of time with Italian suppliers and clients with the new srl, you will pay taxes in Italy.
      For your other issues, you’ll receive response privately very soon
      Rgs
      Michele

  18. Shan 25 October 2015 at 7:25 pm - Reply

    Hi

    I am from Pakistan (27, Male)

    I want to open an online store for fashion clothing in Milan for which i have a factory in Pakistan. My brother is already living in Italy legally on work permit so that will be a help for me to setup a business there.
    I also want a visa so that i can move to Italy anytime i want,for short visits. On the basis of my own research i have found that S.r.l.s may be good for me if i also want a visa.

    So i wanna know how much will you charge for registering this company and also getting me a visa. For my business type, is this type company too expensive to run ?

    Kindly send me email.

  19. Kimchi 21 April 2016 at 7:05 am - Reply

    Hello Michele,

    I am planning to set up a company in Italy and I am trying to figure out the administrative/tax costs of running the company, in particular the obligatory social contributions and other regular fees/payments apart of course from any taxes that will depend on taxable income.

    It will be a small enterprise employing less than 10 people in services, and likely on seasonal contracts. To limit the running costs which legal form would you suggest?

    Thank you in advance,

    Best regards,

    Kimchi

  20. ISJ 16 May 2016 at 11:53 am - Reply

    Dear Stefano/Michele,

    I am planing to start up a business(Import Export) in Milan Italy and please let me know the rough cost and answer the below questions.

    * If it is one share holder(rough cost – legal fee and others)
    * If it is two share holders(rough cost – legal fee and others)
    * How to get the resident permit to stay in Italy and run the business.

    Regards,
    ISJ

  21. David 13 August 2016 at 11:29 am - Reply

    Hello, I am from China. Can you help me to set up a S.R.L. in Italy ? Not sure whether you are still in this business or not.

    Thanks and best regards

    • Michele Spadaro 8 September 2016 at 5:04 pm - Reply

      yes, we are 🙂
      what kind of business are you dealing with?
      rgs
      michele

    • Stefano L Tresca 8 September 2016 at 5:10 pm - Reply

      Hi David
      we are still into this business although we tend to work on company formation, immigration and acquisition. For example we do NOT go to court.

      I am going to send you an email in private.
      Kind regards
      Stefano

  22. Ram 5 October 2016 at 8:43 pm - Reply

    HELLO Stefano ,

    iam presently holding 51% share of the Italian Srl company not director . Can i operate the company bank account . Legally is it possible . pls advice.

    thanks

  23. stefano gibertoni 16 November 2016 at 12:30 pm - Reply

    Ciao Michele, Stefano,

    sono liutaio, costruisco e riparo strumenti ad arco, ho una Ltd in UK , sono residente in UK. Vorrei cominciare a lavorare anche in Italia, a Milano, appoggiandomi ad un centro di musica già’ esistente, con uno spazio per me, ma non so se e come regolarizzare la mia situazione. Posso emettere fatture inglesi qui? Devo per forza aprire una light branch o succursale? Se così’, ci sono costi elevati? Tenete presente che sono solo, o al massimo con un aiutante, e non fatturo tanto.
    Grazie e complimenti per l’ ottimo sito!

    Stefano

    • Stefano L Tresca 17 November 2016 at 9:58 am - Reply

      Ciao Stefano, puoi vendere direttamente in Italia con la tua società UK se hai un UK VAT Number.

  24. Ziad Hussein 17 November 2016 at 8:24 am - Reply

    Hello Stefano,

    I want to open a subsidiary or a new company in milano. I am resident in Egypt and willing to to open a simplified limited liability company. Please advise on the costs for the service and required documents, and the possibility and requirements to apply for a self employed residence permit based on that company

    Thank you

    • Stefano L Tresca 17 November 2016 at 9:55 am - Reply

      Hello Ziad
      yes, you can open both a subsidiary and a simplified limited liability company. The international treaties between Egypt and Italy allow that.
      The relationship between a subsidiary and a visa is more complex and depends from different factors. If you need more information give me a call on Clarity:
      https://clarity.fm/stefanotresca

  25. Kathryn 9 January 2017 at 10:34 pm - Reply

    Hi Stefano and Michele! I found your article online while looking for tips on opening an srl in Italy. I am a Filipino, currently working as an English teacher, and I’m thinking of opening my own hostel business in Rome in the future. I want to start really small and so I was wondering if an srl would be the perfect fit for me to start this business or if there was another smaller/cheaper option available. I mainly just need to know how to start doing this business thing.

    Thanks and more power to you both!

    Best regards,

    Kathryn

    • Stefano L Tresca 14 February 2017 at 2:56 pm - Reply

      Hello Kathryn, I would suggest to find the hostel to buy first. The moment you find the hostel and you can afford the price, we can setup a limited company (SRL) in a couple of days.

      On the other hand, if you want to start a side business to put a foot in the market (for example selling hostel products on Amazon, providing cleaning services, etc) a Simplified Limited Company (SRLS) could be the best solution for you. They have only EUR 1 required share capital.

  26. Cristina 26 May 2017 at 3:49 pm - Reply

    Hello 🙂

    Thank you for helping my project at Law .

    Have a wonderful day, gals!

  27. Samantha 9 June 2017 at 6:36 am - Reply

    Hello
    We live in Italy and have a casual touristic rental apartment that we claim income personally.

    However we want to expand and form a company.

    I understand the s.r.l. procedure but think we could also consider a simplified srl.

    What are the pros/cons to the two?

    I know the share capital required ia only €1 vs. €2500 but are there other long term considerations?

    Thanks!
    Samantha

  28. Avtandil 20 August 2017 at 11:54 am - Reply

    Dear Sir.
    Hello
    I would like to form a srl in Italy.
    I have a Partner who lives in Italy and has a permanent permesso di soggiorno motivi familiari. He also owns an apartment in Mestre, so will it be possible to use his home address for SRL?
    We are trying to open a food truck business.
    I would like to know what kind of licenses will be required for such a business and could you assist us with gaining all the necessary documentation and in SRL formation.
    What will be the total cost, for your services?
    I am a Georgian national so will it be possible to obtain a permesso based on SRL and work in Italy?
    Thank you in advance

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