The Società a Responsabilità Limitata (SRL) is the corporate form most chosen by foreign entrepreneurs looking to start a business in Italy. It combines liability limited to paid-in capital with a relatively flexible structure and lower running costs than an SPA. Here’s everything you need to know before you start.
The two main forms: ordinary SRL vs. simplified SRL
Italy offers two variants of the limited liability company:
Ordinary SRL
- Minimum share capital: €10,000 (at least 25% paid in at incorporation)
- Deed of incorporation must be executed before a notary
- Suitable for any type of business activity
Simplified SRL (SRLS)
- Share capital: from €1 to €9,999
- Standardized bylaws (cannot be customized)
- Reserved for individuals as shareholders (corporate shareholders not allowed)
- Reduced notary fees (rates set by law)
Which one is right for you? If the shareholders are only individuals and the structure is simple, the SRLS is often the cheaper way to get started. But if you have foreign corporate shareholders, need customized bylaws, or expect future capital increases, the ordinary SRL offers more flexibility.
Steps to open an SRL
1. Choosing and checking the company name
The company name must be unique. This is verified through the Registro delle Imprese (Companies Register) at the relevant Chamber of Commerce.
2. Getting a tax code for non-resident shareholders
Foreign, non-resident shareholders must obtain an Italian Codice Fiscale before they can sign the deed of incorporation. This step is often underestimated: it requires an application to the Agenzia delle Entrate or the Italian consulate in your country of residence, and processing times vary.
3. Deed of incorporation and bylaws
Executed before a notary. The following must be defined:
- Company name and registered office
- Corporate purpose (business activity)
- Share capital and shareholders’ quotas
- Governing body (sole director or board)
- Company duration
4. Paying in the capital
The capital (or the 25% instalment) must be deposited into a dedicated account before or at the same time as the notarial deed.
5. Registration with the Companies Register
The notary files the registration within 20 days. The company only acquires legal personality once registered.
6. Opening the VAT number and INPS/INAIL registration
Done electronically through the Agenzia delle Entrate. The chosen ATECO code determines the applicable contribution rates.
Indicative costs (2024)
| Item | Ordinary SRL | SRLS |
|---|---|---|
| Notary fee | €1,500 – €3,000 | €200 – €500 (reduced rate) |
| Chamber of Commerce filing fees | ~€200 | ~€200 |
| Stamp duty and registration tax | ~€300 | ~€300 |
| Minimum share capital | €10,000 | €1 – €9,999 |
| Estimated total | €12,000 – €14,000+ | €700 – €1,000+ |
These figures are indicative and vary depending on the complexity of the bylaws, the relevant Chamber of Commerce and the notary chosen.
Realistic timelines
From your first meeting with the notary to actual registration with the Companies Register, expect 3–6 weeks in standard situations. Timelines extend if there are non-resident shareholders who need to obtain a tax code, or if the bylaws are particularly complex.
The tax consultant’s role in the setup phase
The notary handles the deed of incorporation, but your tax consultant is essential for:
- Choosing the legal structure best suited to your project
- Selecting the ATECO code, which affects VAT, contributions and taxation
- Opening the VAT number and notifying the Agenzia delle Entrate
- VAT regime (monthly/quarterly, pro-rata, etc.)
- Initial bookkeeping setup and recurring filing obligations
Thinking about starting a business in Italy? Contact us for a free preliminary consultation: we’ll assess the legal structure best suited to your situation and guide you through every step of the process.