How to Incorporate a Limited Company/ Società a Responsabilità Limitata (Srl) in Italy
The Italian Società a responsabilità limitata (Srl) is a private limited company broadly equivalent to a Limited Liability Company in the UK. Once you have submitted the proposed company name of your Srl to us, our trained staff will check the name with the Italian business register (Registro Imprese) and we can often obtain approval within several hours. Certain words are prohibited, such as names suggesting the patronage of any government or country. Using our online service the checking process takes less than 30 minutes, and a name may be reserved for 10 days. You can carry out a free name check now using our Company Name check service.
Once the name is agreed we present the Memorandum and Articles of Association of the company to the Registrar, a certificate of incorporation will be issued and we file this, together with the company statutes, to receive a Deed of Incorporation. Italian law requires that at least 25% of the subscribed capital has to be deposited with a bank in Italy before the Deed of Incorporation is executed, however, in the case of a sole shareholder, Italian law requires that the entire capital be fully paid-up at the time of the incorporation.
Finally, to affect the registration of the Srl with the Register of Companies, the director signs a Chamber of Commerce form, which we deposit and your new company is incorporated.
The general time scale for a full incorporation is two days although, as the Registrar’s office is automated, incorporation can sometimes be done within 24 hours.
Foreign shareholders and their legal representatives typically elect tax domicile in Italy and to this end apply for a fiscal code in Italy (codice fiscale). The fiscal code in Italy functions in many respects as an ID Number or a Social Security Number.
After the deed of incorporation is executed before the Notary the newly incorporated company must file the application for registration with the Register of Enterprises within 30 days from the date of the incorporation. The Register of Enterprises will inform all the other authorities (INPS, INAIL, and Tax Authorities) of the request for a fiscal code, VAT number and fulfilment of all the other tax and social security obligations.
The newly incorporated company is entitled to start its activity upon receipt of the confirmation of the registration. The administrative authorities will communicate to the company, and to the Register of Enterprises, all the information (fiscal code, VAT number, etc) within seven days from the date of application.
The entire incorporation process typically takes just two weeks.
Formacompany has over 20 years’ experience forming companies in Italy and across the world, and our staff will be available to offer advice and support through the entire incorporation process, from initially selecting a suitable company name through to finally commencing taxable activities.
What you need to set up a Limited Company / Srl in Italy
To begin incorporation of your Italian Srl we will require the following:
- Your company name
- The full name, date of birth, address and nationality of all directors
- The full name and address of all shareholdersThe objects of the company, specifying the principal activity and a business plan if available
- 25% of the subscribed share capital
- The expected breakdown of the company share capital among the shareholders
- The projected yearly sales for the first three years’ trading
- Information about the predicted number of employees
- A list of countries with which the company intends to do business
Documents you are required to provide:
- Proof of identity (passport, national identity card, photographic driving licence).
- Proof of residential address (gas/electricity bill or credit/debit card bank statement dated within the last three months)
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 you with a registered office as part of our standard company formation package.
Share Capital Requirements
- The minimum share capital for an Srl is €10,000.
- 25% of the share capital must be paid prior to incorporation and the remainder must be paid in full upon incorporation.
- For a sole shareholder, Italian law requires the entire share capital will be fully paid-up at the time of the incorporation.
- The shareholders’ contributions must be in cash, unless the deed of incorporation provides otherwise.
Ready Made Companies
- The concept of a ready made company is not applicable in Italy as the public deed of incorporation (atto constitutivo) and the company’s statutes are drafted and executed before a notary, in person by the shareholders’ or their authorised representatives.
What you receive after setting up your new business
- Original Certificate of Incorporation
- Original share certificates
- Original government receipt as evidence of payment of annual company registration and license fees
- All necessary references: fiscal code, VAT number, etc.
5 Advantages of Registering a Limited Company/ Srl in Italy
- Only one director is required for an Srl company. Directors may reside anywhere and there is no requirement to appoint a local resident director, one director must hold an EU passport.
- Only one shareholder is required for an Srl. A sole shareholder Srl will have to have the words ‘Società Uninominale’ in its title and liability will be deemed to be unlimited.
- Small companies do not need to be audited. Audited accounts have to be filed annually but small companies (as defined by EU Directives) do not need to be audited.
- There is no need to travel to Italy to incorporate your Srl. Whilst we recommend you do visit Italy to meet the necessary authorities and open your bank account, we can undertake these obligations on your behalf if you grant us power of attorney.
- It is quick to incorporate an Italian Srl. Once all of the necessary documents have been provided and requirements have been met, it only takes two days to incorporate an Srl. The entire process will take no more than two weeks in total, from agreeing the company name to commencing taxable activities.
Important Information about Incorporating a Limited Company/ Srl in Italy
- Formacompany recommends that you personally visit Italy to complete the formalities of your company formation. Our staff have over 20 years’ experience incorporating companies in Italy and we can organize all necessary meetings to ensure that you will only need 24 hours in the country to meet with notaries, lawyers, accountants and banks.
- It is also possible to incorporate in Italy without visiting the country, in this instance you must use a power of attorney certified with an Apostille or a Legalisation by a foreign notary. Formacompany can represent you as founder and/or shareholder before the notary at your request. However, if you do wish to use this option, please note that this process is of a somewhat lengthy duration and it is increasingly difficult to open an Italian bank account.
- It is advised that your company has two or more shareholders in which case only 25% of the share capital needs to be deposited before incorporation. If your company has just one shareholder then the entire share capital needs to be deposited in advance. A shareholder can be an individual or a corporation.
- All shareholders and directors need a fiscal number (codice fiscale). Formacompany will obtain your fiscal number as part of the Standard Incorporation Package.