This guide sets out what the form is, how it differs from the other Italian forms, what a founder abroad must do, and what the state charges. The step-by-step formation service sits on the company formation page and in the service guide further down.
What is an S.r.l. in Italy?
An Italian S.r.l. is a company formed by contract between two or more founders, or by the unilateral act of a single founder, always by notarial public deed (Art. 2463(1) of the Civil Code). The abbreviation at the end of a company name shows the legal form: società a responsabilità limitata, a limited liability company. When a name ends in "S.r.l." and the company is Italian, this is the form behind it.
Only the company answers for its debts with its own assets (Art. 2462). One exception matters to a founder: a sole member answers without limit, on insolvency, for the period in which the contributions were unpaid or the Art. 2470 publicity was missing. The holdings are quote (quotas), not shares, and they are freely transferable unless the deed says otherwise (Arts. 2468 and 2469; see Arts. 2462 to 2478-bis of the Civil Code). The closest foreign equivalent is a limited liability company; the tax classification of an S.r.l. in another country is a question for that country's law, not for this guide.
How does the S.r.l. compare with the other Italian company forms?
The table sets out five forms on the points a reader checks first: who answers for the debts, the capital floor, who may form the company, and how its income is taxed. It lists conditions only and recommends nothing. The S.p.A. (società per azioni) differs from the S.r.l. in its capital and in issuing shares.
Five Italian company forms compared on liability, capital, founders and tax, under the law for 2026.
| Form | Who answers for debts | Minimum capital | Who may form it | How income is taxed |
|---|---|---|---|---|
| S.r.l. | The company alone; a sole member in the two cases of Art. 2462 | EUR 10,000, or from EUR 1 to below EUR 10,000 in cash, paid in full | Any founder | IRES 24% and IRAP 3.9% on the company |
| S.r.l.s. | As the S.r.l. | From EUR 1 to below EUR 10,000, in cash, paid in full; standard statute | Natural persons only | As the S.r.l. |
| S.p.A. | The company alone | EUR 50,000 (Art. 2327) | Any founder | As the S.r.l. |
| S.n.c. | Every partner, jointly and without limit (Art. 2291) | None set by the Code (Art. 2295) | Partners | Attributed to each partner by profit share, distributed or not (Art. 5(1) TUIR) |
| S.a.s. | The accomandatari without limit, the accomandanti up to their contribution (Art. 2313) | None set by the Code (Art. 2295) | Partners | Attributed to each partner by profit share, distributed or not (Art. 5(1) TUIR) |
Sources: Civil Code Arts. 2291, 2295, 2313, 2327 and 2462 to 2463-bis; Art. 3(3) D.L. 1/2012; Agenzia delle Entrate on IRES and IRAP; Art. 5(1) TUIR, text in force to 31 December 2026.
The S.r.l.s. (società a responsabilità limitata semplificata, the simplified S.r.l.) is a low-capital S.r.l. on a ministerial standard statute whose clauses cannot be varied, and a foreign company cannot form one (Art. 2463-bis). The S.a.p.a. (società in accomandita per azioni) is the partnership limited by shares and is not tabled here. The 2026 reform in Art. 9 of Legislative Decree 47/2026 rewrites S.p.A. articles from 29 April 2026 and leaves the S.r.l. articles untouched.
What share capital does an S.r.l. need?
The Civil Code gives an S.r.l. two routes to its capital, and a rule on how the money is paid in.
Ordinary S.r.l. The capital is stated in the deed and is not lower than EUR 10,000, as Art. 2463 reads in the notes to Art. 7 of Legislative Decree 175/2016.
Low-capital S.r.l. The capital may be set below EUR 10,000, from EUR 1, if contributions are in cash and paid in full to the persons entrusted with management. At least one fifth of each year's net profit goes to reserve until reserve and capital reach EUR 10,000 (Art. 2463(4)-(5)).
Paying the capital in. At least 25% of cash contributions plus the whole share premium is paid, or the whole amount for a single founder, to the management body named in the deed, not into a bank (Art. 2464(4)).
Who can own and run an S.r.l. from abroad?
A foreign person or a foreign company can be a member of an S.r.l., including the sole member. The four points below are the ones a founder abroad meets.
A foreigner as member. A foreigner enjoys civil rights on condition of reciprocity (Art. 16 of the preliminary provisions to the Civil Code). Founders from outside the EU and EEA should have the point checked before the deed is booked; the usual position is that EU and EEA nationals are outside the check.
A non-resident director. The Code sets no residence or nationality requirement for a director. The Register records each director's domicile and citizenship, filed within 30 days of appointment as Register practice under Art. 2383(4), applied to the S.r.l. by Art. 2475.
The director's personal address. The sole director, the managing director or, failing them, the chairman registers a personal digital address (domicilio digitale) that cannot coincide with the company's, under the chambers' notice on the duty. It applies from 31 October 2025 (Art. 13(3) D.L. 159/2025).
The S.r.l.s. exception. Only natural persons may form an S.r.l.s., so a foreign company cannot form one. For the wider picture see starting an Italian business from abroad.
Who manages an S.r.l. and when does it need an auditor?
An S.r.l. has one or more managers, who are the members unless the deed says otherwise, and a board where there are several. Drafting the accounts, merger plans and capital increases always belong to them. Directors represent the company generally, and limits on their powers do not bind third parties (Arts. 2475 and 2475-bis). This guide says nothing on liability standards, members' quorums or withdrawal valuation, which sit in other articles of the Civil Code.
A control body or auditor (organo di controllo) is required if the company prepares consolidated accounts, controls an audited company, or exceeds for two consecutive years one of three limits: EUR 4,000,000 of assets, EUR 4,000,000 of revenue, or 20 average employees (Art. 2477). It is appointed within 30 days of the meeting that approves the accounts. On a change of membership, the directors file the sole member's details within 30 days (Art. 2470), and a quota transfer is filed by the notary within 30 days. The 2026 S.p.A. reform leaves Art. 2477 untouched.
Can a founder abroad form an S.r.l. without travelling?
A founder abroad has two routes to the deed. The first is a power of attorney; the second is the electronic deed by videoconference. The firm prepares the file for opening an S.r.l. in Italy on either route, and the notary completes the deed.
Act through an attorney
A founder who will not attend signs a special procura before a notary or consulate, apostilled or legalised, and the attorney signs for them.
Sign by videoconference
Since 15 December 2021, an S.r.l. or S.r.l.s. with its seat in Italy and capital in cash may be formed by electronic deed on the notaries' platform, under Art. 2 of Legislative Decree 183/2021.
Rely on the notary's duty
The notary receives the deed in every case where all parties live outside Italy (Art. 2(4)). The online deed needs high-assurance electronic identification and a qualified signature, which the notary can issue through the platform.
Allow for a stop
The notary may stop the call over doubts on identity or powers (Art. 2(5)). Which foreign electronic IDs the platform accepts is not stated here.
What does a founder abroad need in hand before the deed?
- Passport and Italian tax code (codice fiscale) of each individual founder and director.
- Tax code obtained through the Italian consulate in the country of residence.
- For a corporate founder: proof of existence and of its representative's powers.
- Apostille, or consular legalisation, on each foreign document, per the Ministry of Foreign Affairs.
- Italian translation of those documents, with certified conformity.
- A special procura, apostilled or legalised, for a founder who will not attend.
- The company's certified e-mail address (PEC) and the director's own personal one.
- An address in Italy for the registered seat.
Four things stop the clock: a missing tax code, documents without apostille or translation, a missing PEC, and a founder from outside the EU and EEA whose country fails the reciprocity condition. The notary stopping a videoconference over doubts on identity or powers does the same. No official turnaround is stated here for a tax code, an apostille or a legalisation.
From our practice. We collect the founder's documents, check each against the list above for apostille and translation, coordinate the sitting with the notary and follow the filing until the Register's confirmation reaches the company PEC.
CTA band: Send us the founder's file and we will list what is missing before the sitting. Request a formation plan
From the signed deed to the Register entry: who acts and how long?
After the signature the clock is the law's, not ours: each step has an actor and a statutory term, set out below and in the figure. Legal personality arises on entry in the Register, not on signature, and whoever acts in the company's name before then answers jointly and without limit (Art. 2331).
From the signed deed
48 hours: firm practice, not a legal term
- The deedOne sitting with the notaryThe clock starts
- The notary's filingOne Comunicazione UnicaWithin 10 days (Art. 2330 c.c.)
- Register entryThe Register of the seatAt most 10 days from protocol, 5 for an electronic filing (Art. 11(8) D.P.R. 581/1995)
- ConfirmationsChamber to the company PEC; Agenzia delle Entrate, INPS and INAILChamber 5 days, agencies 7 days (GuidaComUnica)
The notary files the deed
The filing goes through the single filing, the Comunicazione Unica, within 10 days of the deed (Art. 2330). It carries the Register entry, the tax code and VAT number requests, and the INPS and INAIL positions. For what the deed itself must contain, see what an Italian deed of incorporation must contain.
The Register enters the company
Entry follows without delay and at most within 10 days of the protocol date, or 5 days for an electronic filing (Art. 11(8) D.P.R. 581/1995). DIRE has replaced the ComUnica software since 12 February 2026; the procedure stays in force.
Confirmations reach the company PEC
The chamber confirms within 5 days and the agencies within 7 days, under the Register's GuidaComUnica.
The company exists
Legal personality arises on entry in the Register (Art. 2331).
The first chamber charge falls due
The diritto annuale of a new company is due within 30 days of the registration application, per the chamber's 2026 notice.
The firm's own practice
Separately from these terms, our practice is 48 hours from the signed deed, once the documents, the codice fiscale, the PEC and the registered office are in hand. No statute makes it a term, and it is not a guarantee.
What does the state charge to form an S.r.l.?
These are the state's charges at formation, stated for 2026. The notary's own fee has no official scale since the 2012 liberalisation, so no total is given. On the S.r.l.s. standard model the deed and the Register entry are exempt from stamp duty and secretarial fees and no notarial fees are due (Art. 3(3) D.L. 1/2012).
What the state charges to form an S.r.l. in 2026, charge by charge.
| Charge | Amount | Basis | Who collects it | S.r.l.s. on the standard model |
|---|---|---|---|---|
| Registration tax | EUR 200 fixed, for cash contributions | Art. 26(2) D.L. 104/2013 | The state | Not named in the exemption |
| Stamp duty on the deed | EUR 156, deed without real-property contributions | Chambers' 2026 stamp-duty table | The notary, through the MUI | Exempt |
| Stamp duty on the Register filing | EUR 65, capital company | Chambers' 2026 stamp-duty table | Paid with the Register filing | Exempt |
| Secretarial fee | EUR 90, entry of the deed with the sole-member notice | Chamber table rev. 16 of 27 January 2026 | The chamber | Exempt |
| First-year diritto annuale | EUR 120, new capital company | Chamber notice for 2026 | The chamber | Not named in the exemption |
| Notary's fee | No official scale, no amount | Liberalised in 2012 | The notary | No notarial fees due |
Sources: Art. 26(2) D.L. 104/2013; Camera di Commercio della Romagna tables on stamp duty and secretarial fees; Camera di Commercio delle Marche notice on the diritto annuale 2026; Art. 3(3) D.L. 1/2012.
The EUR 120 applies in Rome and Milan with the 2026 to 2028 uplift already inside it. The yearly charge after the first year is not tabled here.
How is an S.r.l. taxed in 2026?
An S.r.l. is taxed on its own income, and the rates and articles below are the law for 2026. The TUIR articles cited carry a Normattiva end date of 31 December 2026, so this section is refreshed each January.
IRES. The IRES rate is 24%, per the Agenzia delle Entrate.
IRAP. The IRAP ordinary rate is 3.9% of net production value, per the 2026 IRAP instructions.
Residence. An S.r.l. always has its registered seat in Italy, and under Art. 73(3) TUIR the seat, effective management or day-to-day management in Italy for most of the tax period makes a company resident. The wording applies from the tax period after the one running on 29 December 2023.
Dividends abroad. Dividends paid to a shareholder abroad bear a 26% final withholding under Art. 3(1) D.L. 66/2014, for income collectable from 1 July 2014. Treaty and EU reliefs are left to the dividend guide.
What does an S.r.l. owe every year?
An S.r.l. has a short calendar of fixed duties, set out in the figure and the table. The accounts are approved within 120 days of year end, or 180 where the deed allows it, and filed with the Register within 30 days of approval.
Accounts approved (180 where the deed allows), then filed with the Register within 30 days of approval.
Corporate-books charge, F24 code 7085.
Redditi SC and IRAP returns for FY2025: last day of the tenth month after the tax period closes.
Sole-member notice, and the quota-transfer filing by the notary.
Yearly duties of an S.r.l., with the term and the party that acts.
| Duty | Term | Basis | Who acts |
|---|---|---|---|
| Accounts approved | Within 120 days of year end; 180 where the deed allows | Arts. 2478-bis, 2364(2) Civil Code | The company |
| Accounts filed with the Register | Within 30 days of approval | Art. 2478-bis | The company |
| Corporate-books charge | By 16 March; EUR 309.87 if capital at 1 January is EUR 516,456.90 or less, EUR 516.46 above; F24 code 7085 | Agenzia delle Entrate | The company |
| Redditi SC and IRAP returns | Last day of the tenth month after the tax period closes; 2 November 2026 for FY2025 | Art. 2 D.P.R. 322/1998 | An authorised intermediary or the company |
| Sole-member notice | Within 30 days of the change | Art. 2470 | The directors |
| Quota-transfer filing | Within 30 days | Art. 2470 | The notary |
Sources: Civil Code Arts. 2364, 2470 and 2478-bis; Agenzia delle Entrate page on the corporate-books charge; Art. 2 D.P.R. 322/1998.
The return is transmitted by an authorised intermediary or by the company itself; we prepare and coordinate, we do not file it. The beneficial-owner register has been active since 9 January 2026 under Legislative Decree 210/2025.
Can an S.r.l. be used as a holding company?
An S.r.l. can hold participations in other companies. Two reliefs apply to a resident company that does so, both in the text in force to 31 December 2026. Under Art. 89(2) TUIR, 95% of the dividends it receives is excluded from its income. Under Art. 87 TUIR, qualifying gains on participations are 95% exempt, on the conditions the article sets (the participation exemption).
This guide states the reliefs and gives no structuring advice. The conditions for a given structure are for the holding service page, linked at the foot of this guide.
What has changed since 2021?
- 15 December 2021: online incorporation by videoconference becomes available.
- Tax periods from 1 January 2024: the new residence wording of Art. 73(3) TUIR applies.
- 31 October 2025: directors' personal digital address duty starts for those bound.
- 12 February 2026: DIRE replaces the ComUnica software; the procedure stays in force.
- 29 April 2026: S.p.A. reform in force; the S.r.l. articles are unchanged.
- 31 December 2026: Normattiva end date of the TUIR articles cited here.
After the Register entry, the business may need local permits; the SUAP permits guide covers what follows.
Sources
- Statute: Civil Code, Arts. 2462 to 2478-bis, on Normattiva.
- Statute: Art. 7 of Legislative Decree 175/2016, reproducing Art. 2463.
- Statute: Art. 3 of Decree-Law 1/2012, S.r.l.s. exemptions.
- Statute: Art. 2 of Legislative Decree 183/2021, the online deed.
- Statute: Art. 3 of Decree-Law 66/2014, 26% on dividend income.
- Tax: Art. 73 TUIR, residence test.
- Tax agency: IRES and IRAP 2026 instructions.
- Chambers: Comunicazione Unica and the personal digital address notice.
- Chambers: diritto annuale 2026.
- Ministry: legalisation and apostille.
Related service
Opening an S.r.l. in Italy. The service page for founders abroad: what the firm prepares and what the notary completes. opening an S.r.l. in Italy
The company formation page. The hub for forming a company in Italy from abroad. the company formation page
Holding Company Set-Up in Italy. The service for holding structures. Holding Company Set-Up in Italy
The Simplified S.r.l. (S.r.l.s.) Explained. The low-capital form for natural persons. The Simplified S.r.l. (S.r.l.s.) Explained
The Italian S.p.A. Explained. The joint-stock company and its EUR 50,000 floor. The Italian S.p.A. Explained
CTA band: Tell us where the founders live and we will map the documents needed before the sitting. Request a formation plan