Company formation
Open an S.r.l. in Italy as a Non-Resident
An S.r.l. for non-residents, signed in person, by power of attorney or by videoconference. We prepare and coordinate; the notary receives and files the deed.
- Capital from EUR 1; EUR 10,000 for the ordinary S.r.l. (Art. 2463 c.c.)
- Remote deed since 15 December 2021 (Notariato)
- Filing in 10 days, entry in 5 (Art. 2330 c.c.; Art. 11(8) D.P.R. 581/1995)
- 48 hours from the signed deed: our practice, not a legal term
The S.r.l. and its variants
An S.r.l. (società a responsabilità limitata) is the Italian private limited company: members hold quotas and only the company answers for its debts (Art. 2462 c.c.). Each variant follows the Italian company formation process.
Ordinary S.r.l.
One or more founders, persons or companies. Capital EUR 10,000; 25 percent of cash contributions is paid at the deed (Art. 2463, Art. 2464(4) c.c.). A start-up forms the same way: the innovative start-up status guide.
Low-capital S.r.l.
Capital from EUR 1 to below EUR 10,000, in cash and paid in full (Art. 2463(4) c.c.). One fifth of yearly profit goes to reserve until reserve and capital reach EUR 10,000 (Art. 2463(5)).
Single-member S.r.l.
One founder, by unilateral act. Capital paid in full at the deed (Art. 2464(4) c.c.); the sole member's details filed within 30 days (Art. 2470 c.c.).
S.r.l.s. (simplified)
Natural persons only (Art. 2463-bis c.c.); capital EUR 1 to below EUR 10,000, paid in full; a fixed ministerial standard model; no notary fees (Art. 3(3) D.L. 1/2012). More in our guide to the simplified S.r.l.
The S.p.A. is the other capital company, with EUR 50,000 of capital and a board of statutory auditors (Art. 2327, Art. 2397 c.c.): our guide to the Italian S.p.A.
What's included
Form and route check
Variants and signing routes side by side, with their conditions; the choice stays yours. Directors need no Italian residence; domicile and citizenship are filed (Art. 2383(4) c.c.).
Tax codes for founders and directors
Every natural-person founder and director needs a codice fiscale before the deed. We prepare the file; the founder applies. Background: getting an Italian tax code from abroad
The document pack
The list, the apostille or legalisation and the sworn translation, tracked document by document. The notary confirms the final list.
Registered office and PECs
The deed names the municipality; the street address goes to the Register (Art. 2463 c.c.): legal address for an Italian company. Then the company PEC and the director's own.
Deed and articles
Drafted with the notary: bespoke articles, the uniform English-language model on the online route (Art. 2(3) D.Lgs. 183/2021), or the S.r.l.s. standard model. Background: atto costitutivo rules
Capital step
Paid to the management body named in the deed (Art. 2464 c.c.), or by transfer to the notary's dedicated account online (Notariato). The company account is separate: opening a corporate bank account in Italy without being resident.
Filing to entry
The notary files the Comunicazione Unica; we follow it to the Register entry, the VAT number, INPS and INAIL (Registro Imprese).
After the entry
The first diritto annuale with the F24 prepared (Marche chamber, 2026), any sole-member notice, and the books opened on day one (Art. 2478 c.c.).
How the process works, from abroad
Our 48 hours are practice, not a legal term: they run from the signed deed, once the codice fiscale, documents, PEC and registered office are in hand.
Tax codes
Each natural-person founder and director applies for a codice fiscale at a consulate or an Agenzia delle Entrate office. When: no published term; the appointment calendar sets it.
Documents
Apostilled or legalised, then sworn-translated, with the power of attorney for the proxy route. When: no statutory term; as a working estimate, days to weeks, set by the issuing authorities.
Registered office and PECs
The address agreed; the company PEC and the director's personal PEC registered. When: before the deed.
Deed drafted, capital ready
25 percent of cash contributions, or the whole amount for a single founder or capital below EUR 10,000 (Art. 2464(4), Art. 2463(4) c.c.). When: before the deed.
Signature
In person, through an attorney, or on the notarial platform with a high-assurance electronic ID. The notary collects the EUR 200 registration tax (Art. 26(2) D.L. 104/2013) and stamp duty. When: one appointment.
The notary files
Through DIRE, which replaced the ComUnica software on 12 February 2026 (Registro Imprese), with any sole-member notice. When: within 10 days of the deed (Art. 2330 c.c.).
Register entry
The company exists from entry (Art. 2331 c.c.). The Chamber confirms by PEC within 5 days; the filing receipt is valid to start trading (Registro Imprese, guide to the single filing). When: within 5 days of an electronic filing (Art. 11(8) D.P.R. 581/1995).
Agencies and first duties
The tax office, INPS and INAIL report within 7 days (same guide); the first diritto annuale falls due within 30 days (Marche chamber, 2026). When: 7 and 30 days.
The statutory ceiling from deed to entry is 10 days plus 5. Anyone who acts for the company before entry is jointly and unlimitedly liable (Art. 2331 c.c.).
Before the deed: no statutory term
- Tax codesEach founder and director
- DocumentsApostille or legalisation, sworn translation
- Registered office and both PECsAgreed and registered before the deed
- Capital readyThe share the law requires at the deed
From the signed deed: the law's maximum terms
48 hours: our practice, not a legal term
- The notary filesThrough DIREWithin 10 days (Art. 2330 c.c.)
- Register entryLegal personality from entry (Art. 2331 c.c.)Within 5 days of an electronic filing (Art. 11(8) D.P.R. 581/1995)
- Chamber and agenciesConfirmation by PEC; tax office, INPS, INAIL5 days and 7 days
- First diritto annualePaid by the new companyWithin 30 days
Sources: Civil Code; D.P.R. 581/1995; Registro Imprese, guide to the single filing; Marche chamber, 2026.
Not sure which form or route fits?
Tell us where the founders live and who will sign; we set the conditions of each variant and route against your file.
Signing without travelling: three routes
Three ways to sign, by condition only; the notary decides the documents. The Chamber's fee for registering a company's standing procura (Art. 2206 c.c.) is not a cost of forming by proxy.
Background: setting up an Italian company without travelling to Italy
| In person | Special power of attorney | Videoconference deed | |
|---|---|---|---|
| Who signs | The founders, before the notary in Italy | An attorney appointed abroad, before the notary in Italy | All or some founders, on the platform of the National Council of Notaries |
| Forms open | Every variant | Every variant | S.r.l. and S.r.l.s. only, seat in Italy, capital in cash (Art. 2(1) D.Lgs. 183/2021) |
| Where the capital goes | To the management body named in the deed (Art. 2464 c.c.) | To the management body named in the deed | By bank transfer to the notary's dedicated account |
| Identity and signature | Identity document before the notary | Power signed before a notary abroad, apostilled or legalised, sworn-translated | High-assurance electronic identification; a digital or qualified signature, which the notary may issue through the platform |
| Articles | Bespoke, or the standard model for an S.r.l.s. | Bespoke, or the standard model for an S.r.l.s. | Uniform models, also in English; with one, the notary's fee is capped at half of Tabella C of D.M. 140/2012 (Art. 2(3)) |
| Every party lives abroad | Not applicable | Not applicable | The notary receives the deed in any case (Art. 2(4)) |
| When the notary stops | Not applicable | Not applicable | Doubts on identity, capacity or power to represent a company: physical presence required (Art. 2(5)) |
| Foreign electronic IDs | Not applicable | Not applicable | Confirmed with the notary for each founder |
Three signing routes for an S.r.l. formed from abroad; none is ranked above another.
Sources: D.Lgs. 183/2021, Art. 2, on Normattiva; Notariato, S.r.l. online; Civil Code, Art. 2464.
Documents you will need
No official page consolidates the list, so the notary confirms it. Documents are the slow part; a founder short of time can buy a company in Italy instead.
- Passport (non-EU) or identity card (EU) for every founder and director
- A codice fiscale for every natural-person founder and director
- Corporate founder: certificate of incorporation or good standing, usually requested
- Corporate founder: board resolution appointing its representative, usually requested
- Proxy route: special power of attorney signed before a notary abroad
- Apostille (Hague Convention 1961) or consular legalisation on each foreign document
- Sworn translation into Italian of each foreign document
- Registered office address in the chosen municipality (Art. 2463 c.c.)
- Company PEC address, filed with the Register at no charge
- The director's personal PEC, distinct from the company's (D.L. 159/2025)
- Videoconference route: a high-assurance electronic ID and a qualified signature
Requirements and state costs at formation
What the state charges at formation, never what we charge. The notary's fee has no official scale; our own fee is on request.
| Ordinary S.r.l. | Low-capital S.r.l. | S.r.l.s. | |
|---|---|---|---|
| Who may found | Persons or companies; non-EU founders subject to reciprocity (Art. 16 disp. prel. c.c.) | Persons or companies | Natural persons only (Art. 2463-bis c.c.) |
| Minimum capital | EUR 10,000 (Art. 2463 c.c.) | EUR 1 to below EUR 10,000 (Art. 2463(4)) | EUR 1 to below EUR 10,000 (Art. 2463-bis c.c.) |
| Paid in at the deed | 25 percent of cash contributions; the whole amount for a single founder (Art. 2464(4)) | In full, in cash | In full, in cash |
| Articles | Bespoke | Bespoke; one fifth of profit to reserve (Art. 2463(5)) | Ministerial standard model, clauses not variable |
| Registration tax on the deed | EUR 200 fixed, cash contributions (Art. 26(2) D.L. 104/2013) | EUR 200 fixed | Not named in the exemptions of Art. 3(3) D.L. 1/2012; the notary confirms |
| Stamp duty on the deed (MUI) | EUR 156 | EUR 156 | Exempt (Art. 3(3) D.L. 1/2012) |
| Register stamp duty | EUR 65 | EUR 65 | Exempt |
| Secretarial fees, deed with the sole-member notice | EUR 90 | EUR 90 | Exempt |
| Company PEC filing | EUR 0 | EUR 0 | EUR 0 |
| Notary's fee | No official scale; online with a uniform model, capped at half of Tabella C (Art. 2(3) D.Lgs. 183/2021) | As the ordinary S.r.l. | None due (Art. 3(3) D.L. 1/2012) |
| First diritto annuale | EUR 120 within 30 days of the application; the 20 percent uplift where the chamber adopted it | As the ordinary S.r.l. | Not among the exemptions of Art. 3(3) D.L. 1/2012 |
State charges at formation in 2026, line by line; no total is given, and our fee is on request.
Sources: D.L. 1/2012, Art. 3, on Normattiva; Art. 26(2) D.L. 104/2013; stamp duty through the MUI, Romagna chamber guidance; Romagna chamber, secretarial fees table, revision 16 of 27 January 2026; Marche chamber, diritto annuale 2026, with the MIMIT decree of 17 March 2026 authorising the uplift for 2026 to 2028.
Problems we solve
- "I am the only founder"
Capital paid in full and the sole member filed within 30 days, or the sole member answers without limit on insolvency for that period (Art. 2462(2), Art. 2470 c.c.). Letters name the single member (Art. 2250(4)).
- "Our holding company wants the S.r.l.s."
Founders of an S.r.l.s. must be natural persons (Art. 2463-bis c.c.). A later transfer of a quota to a company ends the simplified status, and the name drops semplificata (MIMIT opinion of 15 February 2016).
- "I need a tax code but I am not in Italy"
The founder applies at the Italian consulate of their country of residence, or at an office by in-person appointment (Agenzia delle Entrate, codice fiscale for foreign citizens). We book it first, because it gates the deed.
- "Nobody told us the director needs a personal PEC"
The sole or managing director registers a personal digital domicile, distinct from the company's, under Art. 13(3) D.L. 159/2025; sanctions apply if it is missing. Background: the certified email guide
- "What do we inherit on day one?"
The day book and inventory book (Art. 2214 c.c.), the decision books (Art. 2478), a control body only above the Art. 2477 thresholds, and the beneficial-owner communication. Next: corporate tax filing in Italy
Founders abroad, documents still at home?
Send us what you already hold; we list what is missing and book the deed once the file is complete.
Why work with ItaliaRegist
From our practice
Tax codes first, documents legalised in parallel, the registered office and both PECs before the deed is booked. That order lets our 48 hours run from the signed deed; the notary receives and files it.
Lorenzo Gatti, formation and corporate changes lead, Rome, eleven years on Italian company files. Italian, English, Spanish.
Related services
- Registered officeThe address filed with the Register for your S.r.l.: legal address for an Italian company
- Books and returnsBooks and returns after entry, with enrolled professionals where the law reserves the act: corporate tax filing in Italy
- An existing companyAn S.r.l. already registered, taken over instead of formed: buy a company in Italy
- The deed itselfWhat the deed and the articles contain: atto costitutivo rules
Frequently asked questions
How much does it cost to open an S.r.l. in Italy?
The state charges, for an ordinary S.r.l.: EUR 200 registration tax (Art. 26(2) D.L. 104/2013), EUR 156 deed stamp duty, EUR 65 Register stamp duty and EUR 90 secretarial fees (Romagna chamber, 2026), then a EUR 120 first diritto annuale and any chamber uplift. The notary's fee has no official scale. Ours depends on variant, route and documents: on request.
Do I have to travel to Italy?
Not necessarily. An S.r.l. or S.r.l.s. with its seat in Italy and capital paid in cash can be formed by videoconference deed (Art. 2(1) D.Lgs. 183/2021), or an attorney can sign under a special power of attorney. The notary may still ask for physical presence if identity or capacity is in doubt (Art. 2(5)).
What do the 48 hours cover?
They are our working practice, counted from the signed deed, with the codice fiscale, the documents, the PEC and the registered office already in hand. The law sets ceilings instead: the notary files within 10 days (Art. 2330 c.c.) and the Register enters within 5 days of an electronic filing (Art. 11(8) D.P.R. 581/1995). They are not a legal term.
Must the notary accept an online deed if none of us lives in Italy?
Yes. Where every party resides outside Italy, the notary receives the deed in any case (Art. 2(4) D.Lgs. 183/2021). The platform requires high-assurance electronic identification (Notariato, S.r.l. online), and which foreign electronic IDs it accepts is confirmed with the notary for each founder before the deed is booked.
Do I need an Italian bank account before the deed?
Not for a deed signed in person or by an attorney: the capital is paid to the management body named in the deed (Art. 2464 c.c.). On the online route it goes by bank transfer to the notary's dedicated account (Notariato, S.r.l. online). The company's own bank account is a separate step after entry, with no statutory term.
Can my foreign holding company own an S.r.l.s.?
Not as a founder: the founders of an S.r.l.s. must be natural persons (Art. 2463-bis c.c.). A quota can later pass to a company, but the company then loses its simplified status, becomes an ordinary low-capital S.r.l. and drops semplificata from its name (MIMIT opinion of 15 February 2016).
How much capital do I need, and how much is paid at the start?
The ordinary S.r.l. needs EUR 10,000 (Art. 2463 c.c.); 25 percent of cash contributions is paid at the deed, or the whole amount when there is a single founder (Art. 2464(4)). The low-capital variant takes EUR 1 to below EUR 10,000, paid in full in cash, and sets one fifth of yearly profit aside as reserve (Art. 2463(4) and (5)).
How long does registration take?
After the deed, the notary has up to 10 days to file (Art. 2330 c.c.) and the Register 5 days on an electronic filing (Art. 11(8) D.P.R. 581/1995). The Chamber confirms within 5 days and the agencies within 7 (Registro Imprese guide). The company exists from entry. The time before the deed has no statutory term.
Can one person own the whole company?
Yes. A single founder forms the S.r.l. by unilateral act and pays the capital in full (Art. 2464(4) c.c.). The sole member's details are filed with the Register within 30 days (Art. 2470); if the capital is unpaid or the filing is missed, the sole member answers without limit on insolvency for that period (Art. 2462(2)).
What is the difference between an S.r.l. and an S.r.l.s.?
The S.r.l.s. is open to natural persons only, uses a ministerial standard model whose clauses cannot be varied, and has capital from EUR 1 to below EUR 10,000 paid in full (Art. 2463-bis c.c.). Its deed and registration are exempt from stamp duty and secretarial fees, and no notary fees are due (Art. 3(3) D.L. 1/2012).
What is an S.r.l., and is it the same as an LLC?
The S.r.l. is the Italian private limited company: its members hold quotas and only the company answers for its debts (Art. 2462 c.c.). It is functionally close to a US LLC, but it is an Italian company form with its own rules on capital, the deed and the books, not a US entity.
Why an S.r.l. rather than an S.p.A.?
The conditions differ. An S.p.A. needs EUR 50,000 (Art. 2327 c.c.), at least 25 percent of cash contributions paid into a bank, all of it for a single founder (Art. 2342), and a board of statutory auditors (Art. 2397). An S.r.l. starts from EUR 10,000, or EUR 1 on the low-capital variant. Which fits is discussed case by case.
Does the director need a personal PEC?
Yes. The sole director or the managing director, failing them the chairman, registers a personal certified email address that may not coincide with the company's PEC (Art. 13(3) D.L. 159/2025). Administrative sanctions apply if it is missing (Art. 13(4)), so we set it up before the deed.
Which books must the company keep from day one?
The day book and the inventory book (Art. 2214 c.c.), plus the book of members' decisions and the book of directors' decisions (Art. 2478). In a single-member company, contracts with the sole member count against creditors only if they are recorded in the directors' book or in a document of certain date (Art. 2478(3)).
How is an S.r.l. taxed?
An S.r.l. pays corporate income tax and the regional tax on productive activities, and receives its tax code and VAT number through the single filing at registration (Registro Imprese). Rates and the filing calendar sit on our corporate tax filing page and under tax advisory in Italy.
Ready to open your S.r.l. from abroad?
Tell us the founders' countries and the variant you are weighing; we reply with the steps, the documents and their order.