Italian Company Guide: SRL and SpA, Tax, Directors and Yearly Duties

What an Italian Company Is Used For

An Italian company is usually an SRL (società a responsabilità limitata), the Italian limited company, in which only the company’s own assets answer for its obligations. It trades in Italy, acts as the Italian subsidiary of a foreign group, or holds participations. Italy is an EU member state, so an SRL resident there relies on the EU Parent-Subsidiary and Interest and Royalties Directives inside the EU and on roughly 100 comprehensive double taxation conventions beyond it, where the principal purpose test of the OECD Multilateral Instrument and Italian anti-abuse rules against conduit arrangements both apply.

Two features shape every Italian company. The notary is central: the founding deed is a public deed that a notary receives, checks and files with the Registro delle Imprese of the Chamber of Commerce. And every individual with a role in the company, foreigners living abroad included, needs an Italian tax code, the codice fiscale.

Italian Company Types at a Glance

An SRL with less than €10,000 of capital sets aside a fifth of each year’s profit as a legal reserve until reserve and capital together reach €10,000. Founders who want their own clauses choose the ordinary SRL, because the SRLS model cannot be changed. The notarial deed, signing by video with an Italian notary and the registration steps are covered on our page on company formation in Italy.

Italian Tax at a Glance

From 1 January 2027 new consolidated codes take the place of the income tax and VAT texts; the rules above are those in force in 2026.

Who May Own and Run an Italian Company

Italy sets no residence or nationality condition for members or directors, and a company formed abroad can be the sole member of an SRL. Each individual needs a codice fiscale, which someone living abroad can request through the Italian consulate for their place of residence. Where a non-EU national lives outside Italy without an Italian residence permit, the registry checks reciprocity, accepting the appointment if that person’s country grants Italians the same right. Directors are drawn from the members unless the deed allows outsiders, and each must confirm, before taking office, that they are not barred from it in Italy or disqualified in another EU state. The company needs a certified e-mail address (PEC), and its sole director, managing director or chair needs a personal one as well.

A register of beneficial owners, the Registro dei titolari effettivi, was created inside the Registro delle Imprese, but its operation is suspended by order of the Consiglio di Stato. A judgment of the Court of Justice of 21 May 2026 found the Italian rules lawful; the suspension still holds until the Consiglio di Stato rules, and its first hearing is set for May 2027. Companies may file voluntarily meanwhile, and the data are open to no one. Notaries and accountants still identify the beneficial owners when they act on a formation or a transfer.

The Yearly Cycle of an Italian SRL

• The annual accounts go to the members within 120 days of the year end, with limited extensions, and reach the registry within 30 days of their approval.
• The corporate income tax return is filed electronically by the last day of the tenth month after the year end.
• A control body or auditor becomes compulsory with consolidated accounts, with control of an audited company, or after two consecutive years above one limit: €4 million of total assets, €4 million of revenue or 20 employees on average.
• The Agenzia delle Entrate may close, after notice, a VAT number that has seen no business for three years.
• A company that files no accounts for five consecutive years can be dissolved by the registrar where certain register defects coincide.

Banking for an Italian Company

Italian business accounts are in euro, with a 27-character IBAN beginning IT, inside SEPA. Company deposits are covered up to €100,000 per depositor and bank, by the FITD at most banks and by a separate fund at the cooperative credit banks. An SRL needs no bank in order to exist, as its capital is paid to the directors named in the deed, while an SpA must deposit a quarter of its cash contributions at a bank. Banks say little in public about owners living abroad; one bank’s online company account, for example, asks for the founding deed, the articles, a visura camerale and two identity documents per person. Our page on bank accounts for Italian companies collects what the banks publish.

Forming a New Italian Company or Buying a Ready-Made SRL

A new SRL is the usual route, and Italian law sets ten-day limits for both the notary’s filing and the registry’s entry. A ready-made SRL adds existence rather than time: a legal person already registered, with its own registration date, codice fiscale and REA number, and sometimes a VAT number that has passed the checks the Agenzia delle Entrate runs on new ones. See our pages on the shelf company in Italy and on forming an SRL; our guide to off-the-shelf companies compares the two routes in general.

What we do in Italy: we supply ready-made SRLs and form new ones, prepare the documents and the registry filings around the notary’s work, and help put the bank application together; where we know a suitable bank well, we introduce the company, and the bank alone decides on the account.

Frequently Asked Questions about Italian Companies

What does SRL stand for in an Italian company name?

SRL, also written S.r.l. or Srl, stands for società a responsabilità limitata, a company with limited liability, and the company’s name must contain those words. SRLS adds semplificata for the simplified version open only to individuals, while SpA stands for società per azioni, the company limited by shares. In English an SRL is best described as an Italian limited company.

Should a foreign company open a branch or an SRL in Italy?

It depends on where liability should sit. A branch, the sede secondaria with a permanent representative, is not a separate company: the foreign company remains the legal entity behind it and publishes its company acts and the details and powers of its permanent representatives in Italy. An SRL is a separate Italian legal person whose members risk only what they contributed. A local office without a permanent representative is simply notified to the REA.

How are dividends from an Italian company taxed?

The company pays IRES and IRAP on its own results first. On distribution, dividends to individuals resident in Italy bear a 26% withholding tax, while companies taxed in EU and EEA states on Italy’s list bear 1.2%. An EU parent company meeting the Parent-Subsidiary Directive’s conditions can claim its relief, and other shareholders abroad look to the tax treaty between Italy and their own country.

How do I check an Italian company in the business register?

Search by name on registroimprese.it, the portal of the Chambers of Commerce. It supplies the visura camerale, the official extract showing the company’s members, directors, capital paid in and seat, together with filed accounts, and it offers a visura in English. The REA number and the codice fiscale on the extract identify the company before the Chamber of Commerce and the tax authorities.

What is IRAP?

IRAP, the imposta regionale sulle attività produttive, is a regional tax charged alongside IRES. Its standard rate is 3.9%, but it falls on a base that differs from taxable profit, so it does not simply add to the corporate tax rate. Each region may raise or lower the rate by up to 0.92 points, and banks, other financial companies and insurers pay higher rates.