Italy Società a Responsabilità Limitata (Srl) Company Incorporation
An Italian Società a Responsabilità Limitata (Srl) is equivalent to a Limited Liability Company in the UK or a GmbH in Austria and Germany in that it is a legal entity which is separate and distinct from the individuals who run it. For sole traders and for people in partnerships, the individuals’ personal assets are at risk if there is a claim against the organisation but shareholders in an Srl are liable to lose only the value of the share capital to which they subscribe.
Italy is a particularly popular jurisdiction for foreigners who wish to start a company in agriculture, tourism and manufacturing, and there are a lot of great incentives including investment grants, low interest business loans and state guarantees for exports. Furthermore, if you provide more investment capital than your company requires you can deduct the surplus from your taxable income.
An Italian Srl must have a unique name, in any language using the Latin alphabet. As part of the incorporation procedure our trained staff will check your proposed company name with the Italian business register (Registro Imprese) and inform you of its availability. You can conduct a free name check now to see if you’re preferred business name is available.
According to Italian law every company has to provide an official registered office where company books and official documents are kept. This is the address where your company will be registered. We provide this address for you as part of our incorporation package (Milan).
An Italian Srl only requires one person to act as a director. This person may be of any nationality , at least one of the directors must be resident in the EU. Each director must have a fiscal code (codice fiscale); this is provided as part of our incorporation service. Director names are filed on the public register.
An Italian Srl requires only one person to act as a shareholder, if you do opt to have just one shareholder then the company will be a ‘Società Uninominale' rather than a ‘Società a Responsabilità Limitata’ and the shareholder’s liability will be deemed to be unlimited. There are no restrictions on nationality and corporate shareholders are permitted, and all shareholder names are filed on the public register. Each shareholder must have a fiscal code (codice fiscale); this is provided as part of our incorporation service.
The authorised share capital requirement for your Srl is €10,000. For an Srl, at least 25% of the share capital must be deposited within a bank in Italy before the Deed of Incorporation is executed. For a Società Uninominale, Italian law requires the entire share capital will be fully paid-up at the time of the incorporation. After payment, the bank will issue a deposit certificate to be attached to the Deed of Incorporation.
An Italian Srl is required to file an annual return and maintain a register of officers and accounts. Small companies do not need to be audited.
The incorporation of a new company takes two weeks from the moment we have received your proofs of address and identification.
Proof of Identity
As part of our due diligence we require proof of identity in the form of a passport copy for all directors and shareholders of the company.
Formacompany recommends that you personally visit Italy to complete the company formation. You will need 24 hours in Italy to meet with the notaries, lawyers, accountants and banks and our experienced staff will be happy to organise and schedule all meetings to save you time and effort.
However, is possible to be represented by another person who has been granted power of attorney provided the power of attorney is certified with an Apostille or by Legalisation from a notary.