The atto costitutivo is the deed of incorporation of an Italian company. For an S.r.l. and an S.p.A. it must be a public deed received by a notary. An S.r.l. is formed by contract or by the act of a single founder. The company gains legal personality on entry in the Register, not on signature.
This guide covers the capital company: the S.r.l., the S.r.l.s. and the S.p.A. For the whole route from a founder's decision to a registered company, see the detailed company formation page. Here we stay with the deed itself: what it states, who signs it and how, what the state charges and what follows.
What is the atto costitutivo of an Italian company?
The atto costitutivo is the founding act of a company, the document that brings its terms into being: the members, the name, the seat, the object, the capital and the first directors. An S.r.l. may be formed by contract between two or more founders, or by the unilateral act of one. In both cases the deed must be a public deed, which only a notary receives (Art. 2463 c.c.).
The S.p.A. follows the same rule with more items to state (Art. 2328 c.c.). English has two words that are often used as one: the deed of incorporation is the atto costitutivo, while the articles of association are the statuto, the operating rules. Section 5 explains how the two relate. After this first mention the page says "deed of incorporation" or "the deed".
Who makes the deed, and why must it be a notary?
The deed is a public deed (atto pubblico), and Art. 2463(1) c.c. gives that form to the notary (notaio), a public official. The notary identifies the parties, checks their capacity, pays registration tax and stamp duty through the MUI and files the deed with the Register of Companies (Consiglio Nazionale del Notariato). The Register is run by the chambers of commerce; our guide to the Chamber of Commerce sets out their duties.
We prepare and coordinate the file. We never receive the deed and we never incorporate the company: that act belongs to the notary. For the notary's role across the whole formation, see the notary at incorporation.
What must an S.r.l. deed of incorporation state?
Art. 2463(2) c.c. lists nine items that the deed of an S.r.l. must state. The table gives each item with what the deed says and what a founder abroad should have ready before the sitting.
The nine items of an S.r.l. deed and the papers a founder abroad brings for each.
| Item | What the deed states | What a founder abroad has ready | Basis |
|---|---|---|---|
| 1. Members | Surname and name or corporate name, date and place of birth or State of incorporation, domicile or seat, citizenship of each member | Passport; tax code; for a corporate member, proof of existence, apostilled or legalised and translated | Art. 2463(2)(1) c.c. |
| 2. Name and seat | A name that states the form of company; the municipality of the seat and any secondary seats | The chosen name and the municipality | Art. 2463(2)(2) c.c. |
| 3. Object | The business activity of the company | The activity, in the founder's words | Art. 2463(2)(3) c.c. |
| 4. Capital | The amount, not below EUR 10,000, with what is subscribed and what is paid | The means to pay in the capital | Art. 2463(2)(4) c.c. |
| 5 and 6. Contributions and quotas | Each member's contribution, the value given to receivables and assets in kind, and each member's quota | Valuation papers for any contribution in kind | Art. 2463(2)(5)-(6) c.c. |
| 7. Operating rules | The rules on how the company works, naming those on administration and representation | The decisions on who administers and who represents the company | Art. 2463(2)(7) c.c. |
| 8. First directors and any auditor | The persons entrusted with administration and any person appointed for the statutory audit | Passport and a personal PEC for the named director | Art. 2463(2)(8) c.c. |
| 9. Formation expenses | The total, at least approximate, of formation expenses charged to the company | A figure agreed with the notary | Art. 2463(2)(9) c.c. |
Source: Art. 2463 c.c. as reproduced in the notes to D.M. 155/2022 and D.Lgs. 175/2016 on Normattiva; Art. 5(1) D.L. 179/2012 for the personal PEC; as of 2026.
The deed names the municipality of the seat, not the street. The street address goes in the Register application, so a move within the same municipality needs no new deed.
How do the S.r.l., low-capital S.r.l., S.r.l.s. and S.p.A. deeds differ?
Four deeds are in use. The table sets out the conditions of each side by side. It states what the statute provides; which form fits a given founder is a decision for the founder and their advisers, and we take that conversation through our contact page. Where a form is the subject of its own page, see opening an S.r.l. in Italy.
Four deed types and their conditions, with no ranking between them.
| Type | Capital | Who may form it | Contributions | Deed content | Exemptions |
|---|---|---|---|---|---|
| Ordinary S.r.l. | Not below EUR 10,000 | One or more founders, natural persons or companies | Cash, receivables or assets in kind | Nine items of Art. 2463(2) | None named in the rule |
| Low-capital S.r.l. | From EUR 1 to below EUR 10,000 | As the ordinary S.r.l. | Cash only, paid in full to the persons entrusted with administration | The same nine items; one fifth of yearly net profit goes to reserve until reserve plus capital reach EUR 10,000 | None named in the rule |
| S.r.l.s. | Not covered here | Natural persons only | Not covered here | Ministerial standard model; its clauses cannot be varied | No stamp duty, no secretarial fees, no notary's fee |
| S.p.A. | Not covered here | Not covered here | Not covered here | Thirteen items, with the statuto as part of the deed | None named in the rule |
Source: Art. 2463(2), (4), (5) and Art. 2463-bis c.c.; Art. 2328 c.c.; Art. 3 D.L. 1/2012; as of 2026.
What does the S.r.l.s. change in the deed?
The S.r.l.s. is open to natural persons only. Its deed follows the ministerial standard model, adds the place and date of signature and the directors, and the clauses of the model cannot be varied (Art. 2463-bis(3) c.c.). On that model the deed and the Register entry are exempt from stamp duty and secretarial fees, and no notary's fee is due (Art. 3 D.L. 1/2012). The rule does not name registration tax, so this page does not call the deed tax-free. Our guide to the simplified S.r.l. covers the form.
What does the S.p.A. add?
The S.p.A. deed lists thirteen items: the S.r.l. items plus shares, profit-sharing rules, any founders' benefits, the system of administration adopted, the number of statutory auditors, the first directors and auditors, and the duration or the notice of withdrawal (Art. 2328(2) c.c.). The minimum capital is outside this guide.
Is the statuto a separate document?
For the S.p.A., yes in form, but not in effect. The statuto, which holds the rules on how the company works, is an integral part of the deed even when drawn up as a separate document. If the deed and the statuto conflict, the statuto prevails (Art. 2328(3) c.c.).
Art. 2463 has no such sentence for the S.r.l. Its operating rules are item 7 of the deed itself, so there is one document to read. The statute does not provide, for the S.r.l., that a separate statuto prevails over the deed, and this page does not claim it. English-language material often writes "articles of association" for both documents; the Italian law keeps the two words apart for the S.p.A. and puts the rules inside the deed for the S.r.l.
Can a foreign person or company be a founding member?
Yes. Item 1 of the deed asks for the corporate name, the State of incorporation and the seat of a corporate member. Only the S.r.l.s. is closed to it, being for natural persons. A corporate founder brings the following.
- Proof that the foreign company exists, from its registry.
- The signatory's powers to bind the company.
- The company's board resolution to take part.
- A procura (power of attorney) if another person signs.
- An apostille or consular legalisation on each foreign document.
- A translation of each foreign document into Italian.
Foreign documents annexed to a deed are legalised by the Italian consulate, or apostilled in a Hague Convention State, and then translated into Italian (Ministry of Foreign Affairs). Regulation (EU) 2016/1191 removes legalisation for some public documents between member states, and which ones is not listed on the ministry page. Treat corporate papers and powers of attorney as needing an apostille or legalisation unless the notary says otherwise.
How can the deed be signed from abroad?
Three routes exist. The statute gives the conditions of each; it does not rank them.
In person before the notary in Italy. The founders attend the sitting and sign the public deed with the notary. This needs the founders' travel and the papers listed above in hand at the sitting.
Through an attorney under a procura. Another person signs for the founder under a power of attorney. The procura made abroad needs an apostille or consular legalisation and a translation into Italian.
By videoconference on the notaries' platform. An S.r.l. or S.r.l.s. with its seat in Italy and capital in cash may be formed by electronic public deed with all or some founders joining by video (Art. 2 D.Lgs. 183/2021).
The notary must receive the deed when every party lives outside Italy (Art. 2(4)). The notary stops a video signing and asks for physical presence on doubts about identity, capacity or the power to represent a company (Art. 2(5)). Which foreign electronic identities the platform accepts is not established, so this page does not say that a founder anywhere can sign by video. A foreign corporate founder acting through its representative is not excluded by the statute.
The ministerial uniform models for the online deed, in force since 5 November 2022 under D.M. 155/2022, are published by every chamber and drafted in English too (Art. 2(3) D.Lgs. 183/2021). Using one caps the notary's fee at half of Tabella C of D.M. 140/2012. Whether the English text can itself be the deed is not established.
Ready for the sitting?
Tell us where you will sign. We check your papers and the order of the steps before the notary books the sitting.
What does a founder abroad have in hand before the sitting?
Steps 1 to 6 come before the clock and no statute times them. Steps 7 to 10 are the statutory chain. Each step names who acts.
Choose the form the deed follows
Ordinary S.r.l., low-capital S.r.l., S.r.l.s. or S.p.A., on the conditions in the table above. The founder decides, with the firm setting out the options.
Fix the content
Members and quotas, name, municipality of the seat, object, capital and contributions, rules on administration, first director and any auditor. The founder settles this with the firm and the notary.
Obtain a codice fiscale
Each individual founder and director needs one, and so does a foreign corporate founder. Each person or entity applies, at a consulate or an Agenzia delle Entrate office; a delegate may act.
Prepare the foreign documents
Passport copies; for a corporate founder, proof of existence, the signatory's powers and the board resolution; a procura if the founder will not attend. Each is apostilled or legalised, then translated into Italian.
Open two PEC addresses
One for the company and one personal address for the future sole or managing director. They must differ. The founder or future director opens them.
Arrange the means to sign
For the video route, a digital or other qualified electronic signature, or one issued through the notaries' platform. Each party and the notary arrange this.
Attend the sitting
The deed is signed before the notary in Italy, in person or through the attorney, or on the notaries' platform by video. It is one sitting.
The notary files
The notary pays registration tax and stamp duty through the MUI and files the deed with the Register through the Comunicazione Unica within 10 days of the deed.
The Register enters the company
Entry follows without delay: at most 10 days from protocol, and 5 days for an electronic filing. On entry the company gains legal personality.
The company pays and reports
The first diritto annuale falls due within 30 days of the application, and any sole-member notice within 30 days of a change in membership. Later changes to the deed go back to a notary.
On the day of the deed the founder abroad should hold:
- A valid passport.
- The tax code, or the notary's acceptance of the fallback in Art. 6 D.P.R. 605/1973.
- For a corporate founder, apostilled or legalised, translated corporate papers.
- The procura, if someone else signs.
- The two PEC addresses, company and personal.
- The means to pay in the capital.
- A qualified electronic signature, or the notary's issued one, for the video route.
The tax code is required in the request to register the deed and in Register applications, and the notary must ask for it. For a non-resident with none, Art. 6 allows personal data and a foreign domicile or seat; whether notaries accept that is open. Art. 6 is valid to 31 December 2026.
What happens after the deed is signed?
The notary files the deed with the Register within 10 days (Art. 2330 c.c.). The Register enters an electronic filing in at most 5 days, and otherwise in at most 10 days from protocol (Art. 11(8) D.P.R. 581/1995). The company has legal personality only on entry (Art. 2331 c.c.): whoever acts in its name before then is personally and without limit liable.
From the signed deed
48 hours to the Register entry: firm practice, not a legal term
- The notary filesDeed filed with the RegisterWithin 10 days (Art. 2330 c.c.)
- Register entryElectronic filing; otherwise 10 days from protocolAt most 5 days (Art. 11(8) D.P.R. 581/1995)
- Legal personalityThe company exists only from entryOn entry (Art. 2331 c.c.)
- First diritto annualeEUR 120 for a capital companyWithin 30 days of the application
Our own practice is separate from these terms. Once the documents, the codice fiscale, the two PEC addresses and the registered office are in hand, we work to 48 hours from the signed deed to the notary's filing. That is how we work, not a legal term and not a guarantee. A sole member's identity, domicile and citizenship are filed within 30 days of any change in membership (Art. 2470 c.c.).
What does the state charge on the deed?
The table gives the state's charges, not our fees. They are stated for 2026. The notary's own fee has no official scale outside two cases, and the page prints no figure for it.
State charges on the deed and the first registration, with the S.r.l.s. exemptions.
| Charge | Amount | Basis | Collected by | S.r.l.s. on the standard model |
|---|---|---|---|---|
| Registration tax | EUR 200 in fixed measure, deed with cash contributions | Art. 26(2) D.L. 104/2013; Tariffa Parte I Art. 4(1)(a)(5) D.P.R. 131/1986 | Agenzia delle Entrate, paid by the notary | Not named in the exemption rule |
| Stamp duty on the deed | EUR 156.00; EUR 300.00 with real property | Chamber of commerce stamp duty table | Paid by the notary through the MUI | Exempt |
| Register stamp duty | EUR 65.00 for a capital company | Chamber of commerce stamp duty table | Paid through the MUI | Exempt |
| Secretarial fees | EUR 90 for entering the deed with the sole-member notice | Secretarial fees table, revision 16 of 27 January 2026 | Chamber of commerce | Exempt |
| First diritto annuale | EUR 120 for a capital company, within 30 days of the application | Marche chamber table 2026 | Chamber of commerce | Not named in the exemption rule |
| Notary's fee | No official scale | Capped at half of Tabella C of D.M. 140/2012 on the online uniform model | Notary | No notary's fee |
Source: secretarial fees table of the Romagna chamber, revision 16 of 27 January 2026; Marche chamber, annual fee 2026; Art. 3 D.L. 1/2012; as of 2026.
The diritto annuale of EUR 120 is the Marche chamber's 2026 table figure. The chambers of Rome and Milan carry a 2026 to 2028 uplift in their own tables, and the page prints no figure for that addition. The EUR 200 registration tax is stated for 2026 only.
What can stop the filing?
A filing stops when something the Register needs is missing. Five gaps recur.
- No company PEC: the application is suspended until the digital domicile is added (Art. 16(6-bis) D.L. 185/2008).
- No personal PEC for the sole or managing director, or the chairman if there is neither.
- A notary's doubt on identity or capacity on the video call.
- Foreign papers not apostilled, legalised or translated.
- A tax code or document missing from the parties' file.
The personal address of the director may not coincide with the company's, and the Milan Register suspends an incorporation filing without it (Milan-Monza Brianza-Lodi chamber). Our certified email overview covers the PEC itself.
From our practice: we start from the PEC addresses, the tax codes and the legalised papers, and we ask for them before the notary books the sitting. When a sitting is only waiting for a PEC or a translated paper, we chase that one item. We prepare and coordinate the file; the notary receives and files the deed. Federica Conti and Lorenzo Gatti are accountable for this work.
Can a mistake in the deed void the company?
After entry in the Register, only three defects void a company: the deed was not made as a public deed, the object is unlawful, or the deed lacks any indication of the name, the contributions, the capital or the object (Art. 2332 c.c.). Nothing else in the deed is a ground of nullity once the company is entered.
A cause of nullity can be cured. Nullity cannot be declared once the cause has been removed and the removal has been published by entry in the Register (Art. 2332(5) c.c.). These grounds are a floor for legal certainty, not a reason to be careless with the deed, and this page gives no advice on drafting it.
What needs a new deed later?
Changing the name, object, capital or governance clauses, or moving the seat to another municipality, is a members' resolution minuted by a notary and filed within 30 days (Rome chamber of commerce). Moving the seat within the same municipality is a directors' filing without a deed. Selling quotas needs no new deed: the transfer may be signed digitally and filed within 30 days by an authorised intermediary (Art. 36(1-bis) D.L. 112/2008).
- Members' resolution minuted by a notary
- Filed within 30 days
- Name, object, capital, governance clauses
- Seat moved to another municipality
- No deed
- Seat moved within the same municipality
- No new deed
- Signed digitally
- Filed within 30 days by an authorised intermediary
A company that holds the innovative start-up status is a separate topic with its own register entry; see the innovative start-up regime. This page makes no claim about its rules.
Sources
The official texts this guide rests on, each with what it supports.
- Art. 2463 c.c., reproduced in the notes to D.M. 155/2022: the S.r.l. deed and its nine items.
- Arts. 2328 and 2332 c.c., reproduced in the notes to Art. 7 D.Lgs. 175/2016: the S.p.A. deed, the statuto, the nullity grounds.
- Art. 2 D.Lgs. 183/2021: the video deed, the English models, all parties abroad.
- Art. 3 D.L. 1/2012: the S.r.l.s. exemptions.
- Ministry of Foreign Affairs, legalisation of documents: apostille, legalisation and translation.
- Romagna chamber, secretarial fees table 2026: the EUR 90 fee.
- Marche chamber, annual fee 2026: the first diritto annuale.
- Milan-Monza Brianza-Lodi chamber, directors' digital domicile: the director's personal PEC.
- Rome chamber of commerce, change of registered office: what needs a notarial amendment.
- Consiglio Nazionale del Notariato, the electronic notarial deed: context on the electronic public deed.
Arts. 2330, 2331 and 2470 c.c. are cited by article without quotation; the Civil Code wording of Arts. 2328, 2332 and 2463 is taken from the reproductions named above.
Related service
- the detailed company formation page: the next step is the formation service, which we prepare and coordinate and the notary completes. Questions on your file go through our contact page.
- How to Search the Italian Company Register: finding the entry once the deed has been filed.