How to establish a «Limited Liability Company» in Italy
The limited liability company – in Italian: «Società a Responsabilità Limitata» or «S.R.L.» only – is probably the most popular Italian company’s format, for the following reasons:
- a significant corporate capital amount is not mandatory;
- as the name suggests, the quotaholders liability is limited to the pro-quota subscribed capital;
- it is a «low cost» company and it is easy to be handled.
Please consider that a S.R.L. cannot issue shares. In fact, the participation to the capital is represented by «intangible» quota(s). This is why the members of a S.R.L. are called «quotaholders».
Similar companies in other countries are: L.L.C. in U.S.; L.T.C. in U.K.; G.m.b.H. in Germany; S.a.r.l. in France; S.L. in Spain.
Fact Sheet Italian Limited Liability Company
- Company name: Società a responsabilità limitata – S.R.L.
- Minimum registered capital: Eur 10.000 = (only Eur 2.500 = must be paid at incorporation). The minimum corporate capital can be as low as Eur 1, but when the capital is lower than Eur 10.000 = special rules and restrictions apply
- Minimum number of quotaholders: One
- Maximum number of quotaholders: None
- Nationality of the quotaholders: No limits (with some rare exceptions that must be verified on a case by case basis)
- Nationality of the directors: No limits (with some rare exceptions that must be verified on a case by case basis)
- Limited liability: Yes
- Auditing: Not usually required
In order to incorporate a S.R.L. (with a minimum corporate capital equal to Eur 10.000,00.=), the following information and documents are required.
- Name of the new company.
- Registered office.
A S.R.L. must have a registered office in Italy (some law or accounting firms provide this service as a «virtual office»).
- Amount of the subscribed corporate capital and the amount of the paid in capital.
In order to incorporate a S.R.L., first at all the quotaholders shall deposit pro-quota on a bank account an amount equal to 25% of the corporate capital.
The unpaid capital shall be paid in within 30 days if request by the director(s).
The payment in the corporate capital of the company can be replaced by:
- an insurance policy or a bank guarantee (with certain requirements);
- a contribution in kind. However, in this case, an independent expert valuation and some other formalities are required by the law.
- Name of the quotaholder(s) and the respective details.
Please, consider that in case of a sole quotaholder special rules and restrictions apply.
For example, the corporate capital shall be fully paid and all the documents and the correspondence of the company shall point out that the corporate capital belongs to a sole quotaholder. Otherwise, the sole quotaholder shall be jointly liable with the company for its debts.
- Name and personal details of the first director(s).
The first sole director or the first directors are appointed in the deed of incorporation.
The sole director or the directors can be also not Italian but they shall hold an Italian fiscal identification number («codice fiscale»), which can be obtained from any local tax office («Agenzia delle Entrate»).
- Name and personal details of the first statutory auditors, if necessary according to the Italian law (when)
- Date of financial year end.
- Duration of the company.
The deed of incorporation and the by-laws shall be executed before a public notary:
- the deed of incorporation is a quite standard document that contains all the information provided by the law to set up a S.R.L.
- the by-laws contains the company governance rules.
The by-laws can be always amended through a resolution of the quotaholders’ meeting.
In case the quotaholder is a company , some additional documents may be required (e.g. the resolution adopted by the shareholders’ meeting) which shall be translated in Italian (certified translation), notarized and apostilled or legalized, depending on the case.
After the incorporation, a copy of the deed of incorporation and of the by-laws shall be filed at the Italian Companies’ Register within 20 days. Until then, any person acting on behalf of the company will be personally liable.
This brief contains only basic information about S.R.L. If you have any question, please feel free to contact me.