Italy - SRL Company Incorporation 

Company Type	Time to Incorporate	Cost
S.r.l.	2 weeks	£4450

Italian Company Incorporation

The incorporation takes around 2 weeks to incorporate an S.r.l. company.

The capital requirement for an S.r.l. is €10,000. At least 25% of the share capital be deposited with a bank in Italy before the Deed of Incorporation is executed. For a sole shareholder, Italian law requires that the entire capital be fully paid-up at the time of the incorporation. The Bank will issue a deposit certificate to be attached to the Deed of Incorporation.

A public deed of incorporation (atto costitutivo), including the company’s statutes is drafted and executed before a notary by the shareholders or their authorised representatives.

The cost of the forms and stamp duties are included in the notary fees. According to the Italian Civil Code, a limited liability company - società a responsabilità limitata, or S.r.l. must keep the following corporate books:

• Shareholders’ register
• Minute book of shareholders’ meetings
• Minute book of board of directors’ meetings

We can electronically file a single notice with the Register of Enterprises and this includes issuance of the tax identification number, VAT number, registration with Social Security administration (INPS) and Accident Insurance Office (INAIL). The company must attach the forms requested by the Register of Enterprises for the registration, the Italian Tax Authorities for immediate starting of business, and by INPS and INAIL for the registration with these administrations. All notices, communications and receipts of filing are sent to the company’s certified email address. Timescales:

• The company receives immediately a reference number for the registration procedure as well as the receipt of the filing of the Single Notice with the Register of Enterprises
• The company receives immediately the tax identification number and the VAT number
• Within 5 days, the registration with the Register of Enterprises
• Within 7 days INAIL documentation
• Within 7 days INPS documentation
• Registration tax, due within 20 days of incorporation, is paid to the notary public, who will also provide the registered public deed of incorporation

Incorporating a Business in Italy

• Open a bank account in the company's name
• Deposit the share capital in the bank account
• Prepare the company deed - Atto Costitutivo
• Local Notary to sign the deed
• Register with the Register of Enterprises - Registro delle Imprese at the local Chamber of Commerce.
• Register company and employment books with the INPS office (Istituto Nazionale di Previdenza Sociale or Social Security Administration)
• Obtaining a fiscal code - Codice Fiscale and VAT number - partite IVA
• Register the company's trading activity at the Italian tax office 

S.r.l. società responsabilità limitata - Limited Liability Company

A S.r.l. the capital is divided into quotas. The Deed of Incorporation of an S.r.l. consists of a Certificate of Incorporation and bylaws and the following details must be provided:

• All data identifying each quotaholder and the part of capital subscribed by each of them.
• The company name and address of the registered office.
• The objects of the company.
• The share capital.
• Name of those who have the power to represent the company.

Registration with the Register of Companies is done by a Notary, who files the incorporation deed with the Register of Companies. Once the Company is registered with the Register of Companies it acquires its legal status according to art. 2331 of the Italian Civil Code.

To effect the public registration of the S.r.l. in the Register of Companies, each director or the sole director must sign a Chamber of Commerce form.

Management

S.r.l’s are managed by one or more directors and the first directors are appointed in the Deed of Incorporation. Thereafter, they are elected at an ordinary quotaholders' meeting. It is not required by law that directors of an S.r.l. be quotaholders. Italian law does not require that any director be an Italian national or resident.

Incorporation of a Limited Liability Company in Italy

The following are required for the purpose of incorporation of an Italian Limited Liability Company:

• It may be owned by several shareholders or by a sole shareholder.
• The minimum capital required for a S.r.l. is €10,000.
• The Deed of Incorporation must be made before a public notary.

Registration

Power of Attorney - We usually recommend that you visit to Italy in order to complete the formalities of the company formation. If you cannot be present, then you can delegate by power of attorney to one of our associates here.