Italy – Limited Liability Company

Italy Key Points

• Time – 2 weeks to incorporate your company
• Directors – an S.r.l company requires only 1 director
• Shareholders – only one shareholder required of any nationality
• Share Capital – the share capital requirement is €10,000
• All directors and shareholders need a fiscal number before their appointment
• Support – using our 20 years experience we guide you throughout every step of the company formation process

Directors

All directors need a fiscal number (codice fiscale) before their appointment as directors and the fiscal number can be obtained within a week.

Shareholders

All shareholders need to obtain a fiscal number; whether they are individuals or companies

Types of Entity to Incorporate

The private company is the Società a responsabilità limitata or SRL

Audit of Accounts

Small companies (as defined by EU Directives) do not need to be audited.

Requirements for Incorporation of a Limited Liability Company

The following are required for the purpose of incorporation of a Limited Liability Company:

• It may be owned by more shareholders or by a sole shareholder.
• The minimum capital required for a Srl is of €10,000.
• The shareholders’ contributions must be in cash, unless the deed of incorporation provides otherwise.
• The deed of incorporation must be made before a notary

Procedure for the Incorporation of Limited Liability Company

The Deed of Incorporation of an S.r.l. consists of a Certificate of Incorporation and statutes.

• All data identifying each shareholder and the part of capital subscribed by each of them.
• The company name and the address of the registered office.
• Duration of the company
• A complete description of the objects of the company.
• The share capital.
• Names of those who have the power to represent the company.

The share capital requirement for an S.r.l. is €10,000. Italian law requires that at least 25% of the subscribed capital 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.

The bank will issue a certificate as to the deposit to be attached to the Deed of Incorporation.

To effect the registration of the S.r.l. with the Register of Companies, the director signs a Chamber of Commerce form, which we deposit

Tax Registration

In general, both the foreign shareholders and their legal representatives shall elect tax domicile in Italy and shall apply for a fiscal code in Italy (codice fiscale). The fiscal code in Italy functions in many respects as an ID Number of a Social Security Number.

Newly Incorporated Company

After the deed of incorporation 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, Tax Authorities) as request of fiscal code and VAT number as well as 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
• all the administrative authorities will communicate to the company and to the Register of Enterprises all the information requested such as fiscal code and VAT number within 7 days from the application.

Share Capital

The share capital of an S.r.l. is €10,000 and at least 25% of the capital must be paid up.

Since 2014 a Società a responsabilità limitata semplificata exists, this is a simplified version of an S.r.l., whose share capital cannot exceed euro 9.999,00

Standard deeds  have to be adopted and corporate shareholders are not permitted for this type of company – S.r.l.s.