Company Formation in Italy: How to Register an SRL Step by Step

Company Formation in Italy Runs Through a Notary and the Registro delle Imprese

Company formation in Italy, whether to start a business, to set up a company for a foreign group or to open a branch, usually ends in an SRL (società a responsabilità limitata), the Italian counterpart of an LLC or a private limited company. There is no self-service route to company incorporation in Italy: the deed of incorporation, the atto costitutivo, must be a public deed received by a notary (article 2463 of the Civil Code). The notary checks that the deed is lawful, files it with the Registro delle Imprese of the Chamber of Commerce for the company’s seat within ten days and applies for registration at the same time (art. 2330). The SRL becomes a legal person only on registration; anyone who acts in its name before then is personally liable without limit (art. 2331).

SRL, SRLS, SpA or Branch: Choosing the Italian Legal Form

Form	Who can form it	Capital required by law	Typical use
SRL	One or more individuals or companies, by contract or unilateral deed	Capital of at least €10,000, with 25% of cash contributions paid to the directors at signing, all of it for a single founder; or capital between €1 and €9,999.99, paid in full in cash	Trading and holding companies, subsidiaries of foreign groups
SRLS (SRL semplificata)	Individuals only	Capital between €1 and €9,999.99, paid in full in cash to the directors	Small owner-run businesses content with standard articles
SpA	One or more individuals or companies	Capital of at least €50,000, with 25% of cash contributions deposited at a bank	Larger companies and capital raising
Sede secondaria (branch)	A foreign company	None; the foreign company remains the legal entity	A permanent presence without an Italian company

An SRL with capital below €10,000 must put at least one fifth of each year’s net profit into its legal reserve until reserve and capital together reach €10,000 (art. 2463). The SRLS deed follows a ministerial standard model whose clauses cannot be changed (art. 2463-bis), and the Consiglio Nazionale del Notariato confirms that its members may only be individuals, which rules it out for a subsidiary. An ordinary SRL’s capital is paid to the directors named in the deed, which records the means of payment, and the 25% may be replaced by an insurance policy or a bank guarantee (art. 2464).

Setting Up a Subsidiary or a Branch in Italy

A foreign company that wants an Italian subsidiary forms an SRL as its sole member, by a unilateral deed that identifies the parent by its name, state of incorporation and seat (art. 2463). A single founder pays the whole of the cash contributions at signing (art. 2464). Whoever signs for the parent needs its authority, and a power of attorney must have the form the deed itself requires (art. 1392).

The alternative is a sede secondaria with a permanent representative. The foreign company stays the legal entity, follows the Italian publicity rules for each Italian seat and publishes the names, dates and places of birth of its permanent representatives in Italy, with their powers (art. 2508). A foreign company that only opens a local unit (unità locale), for example a representative office with no permanent representative, notifies it to the REA instead (art. 9 of DPR 581/1995).

What Founders and Directors Need Before the Notary’s Deed

Requirement	What Italian law asks
Codice fiscale	Since 1 April 2014 no individual can be entered with a role in the Registro delle Imprese without an Italian tax code, foreigners living abroad included. It is requested through the Italian consulate for the place of residence, through a person holding a special power of attorney at an Agenzia delle Entrate office, or in person at an Agenzia office in Italy.
Residence	None for members or directors. For a non-EU national living outside Italy without an Italian residence permit, the registry checks reciprocity: the appointment stands where that person’s country grants Italians the same right.
Directors	Members by default; a director who is not a member needs a clause in the deed (art. 2475). Each person declares before appointment that no ground of ineligibility (art. 2382) and no director disqualification in an EU member state applies (art. 2383).
Registered office	The municipality goes in the deed, the street address in the registration application (art. 111-ter of the implementing provisions of the Civil Code).
PEC address	The company needs a digital domicile, in practice a certified e-mail (PEC) address, or the registry suspends the application (art. 16 of Decree-Law 185/2008). Since 2025 the sole director, the managing director or the chair also needs a personal one, different from the company’s (art. 5 of Decree-Law 179/2012).
Identification	The notary identifies the parties and the beneficial owners under the anti-money-laundering decree, Legislative Decree 231/2007.

How to Register a Company in Italy, Step by Step

Step	What happens	Rule and official time limit
1. Tax codes and PEC	Each founder and director obtains a codice fiscale; the company’s PEC address and the director’s own are set up	Art. 16 D.L. 185/2008; art. 5 D.L. 179/2012
2. Deed and articles	The notary prepares the atto costitutivo: name, municipality of the seat, business object, capital, quotas, administration and first directors	Art. 2463 c.c.
3. Capital	The required part of the cash contributions is paid to the directors	Art. 2464 c.c.
4. Signing	Public deed before the notary, in person, through an attorney or by videoconference	Art. 2463 c.c.; Legislative Decree 183/2021
5. Filing	The notary files the deed and applies for registration	Within ten days of the deed, art. 2330 c.c.
6. Registration	The registry checks the formalities and registers the SRL	Within ten days of filing, halved for electronic filings, art. 11 DPR 581/1995
7. Tax and social security	The Comunicazione Unica (ComUnica) yields the codice fiscale and partita IVA and reaches the Agenzia delle Entrate, INPS and INAIL	Numbers communicated immediately, art. 9 D.L. 7/2007
8. Start of business	The start of activity is declared; activities that require it file a SCIA	VAT: within thirty days of starting, art. 35 DPR 633/1972

These are the limits the statutes set for the notary and the registry, not our estimates. The Consiglio Nazionale del Notariato itself says that since court approval of new companies was abolished in 2000, a share-capital company can be operational on the day of the deed or within a few days, so most of the work comes before signing. Where the activity starts on a SCIA, the certified notice of start of activity, the company declares that none of the bars in the Anti-Mafia Code applies (art. 89 of Legislative Decree 159/2011), and for a capital company those checks cover the legal representative and the other directors (art. 85). One filing that used to follow incorporation is not made at present: Italy’s beneficial-owner register stands suspended while the Consiglio di Stato hears the challenge to it.

Forming an SRL Online by Video with an Italian Notary

Since 15 December 2021 an SRL or an SRLS can be formed without anyone travelling to Italy. Legislative Decree 183/2021, implementing the EU company-law digitalisation directive 2019/1151, lets the notary receive the atto costitutivo as a computerised public deed with some or all founders joining by videoconference (art. 2). The company must have its seat in Italy, the capital must be contributed in cash, and the contributions go by bank transfer to the notary’s dedicated account. The platform, run by the Consiglio Nazionale del Notariato, identifies the parties by electronic identification of substantial or high assurance, checks their digital or qualified electronic signatures, and can issue a signature to a founder who has none.

The notariato’s guide for parties describes the NotaioID app, which reads an Italian electronic identity card or an electronic passport through the phone’s NFC sensor; the deed is then signed in the online session with a PIN or a one-time code. The notary may receive the deed even when every party lives outside Italy, and must stop the session and ask for physical presence if in doubt about a person’s identity or capacity.

Codice Fiscale, Partita IVA and REA Number Explained

Three numbers identify an Italian company. The codice fiscale is the tax code, obtained by the registry on registration where it has not been given already (art. 11 DPR 581/1995). The partita IVA, often shortened to P. IVA, is the VAT number: the Agenzia delle Entrate issues it and it stays the same until the business ceases (art. 35 DPR 633/1972). The REA number refers to the Repertorio delle notizie economiche e amministrative, the index of economic and administrative data each Chamber of Commerce keeps beside the register (art. 9 DPR 581/1995). Any registered company can be looked up by name on registroimprese.it, the Chambers of Commerce portal, which also supplies the visura camerale (the official register extract), filed accounts and a visura in English.

Taxes, Accounts and Filings After Registration

Item	Rule
IRES, corporate income tax	24% of taxable income
IRAP, regional tax on productive activities	3.9% standard rate on a base that differs from profit; each region may raise or lower it by up to 0.92 points; banks, financial companies and insurers pay more
VAT (IVA)	22% standard rate; a partita IVA from the first business activity, with no turnover threshold; trade with EU businesses needs the VIES option
Invoices	Electronic only, through the Sistema di Interscambio, between businesses in Italy
Annual accounts	Presented to the members within 120 days of the year end, or later where art. 2364 allows, and filed with the registry within 30 days of approval
Corporate tax return	By the last day of the tenth month after the year end
Audit or control body	Required with consolidated accounts, with control of an audited company, or after two years over one threshold: total assets of €4 million, revenue of €4 million or 20 employees

When a Ready-Made SRL Makes More Sense Than a New One

Because a new SRL can be registered within days of its deed, buying one ready-made suits particular cases. It helps where a company must already exist on a given day, for a contract or a lease, where an older registration date matters to a counterparty, or where a founder wants a codice fiscale and VAT position already in place. How the quotas pass to a buyer is set out on our page on ready-made shelf companies in Italy, and the general mechanics of an off-the-shelf company are covered separately.

What a Company Formation Agent Does in Italy, and What Only the Notary Can Do

No agent can stand in for the Italian notary, who alone receives the deed, checks its legality and makes the filing that brings the company into being. Our work sits around that. We can form a new SRL or supply a ready-made one, prepare the documents and the registry filings, and help assemble the bank application; where we have a working contact at a suitable bank we can introduce the company, and the bank alone decides. Our guide to bank accounts for Italian companies collects what Italian banks publish, and the Italy overview covers the country more broadly.

Frequently Asked Questions about Company Formation in Italy

How long does company formation in Italy take?

Italian law sets the official limits. The notary files the deed within ten days of signing, and the Registro delle Imprese registers the company within ten days of the filing, or five when it arrives electronically, as ComUnica filings do. The codice fiscale and partita IVA then come back immediately. Preparation before signing depends on the founders.

What is the minimum capital for an Italian SRL?

The standard SRL has capital of at least €10,000. When the deed is signed, 25% of the cash contributions is paid to the directors, or all of it if there is a single founder. Capital can also be set between €1 and €9,999.99, but then it is paid in full in cash and a fifth of each year’s profit goes to the legal reserve until reserve and capital reach €10,000. The SRLS uses the same lower range.

Can a foreigner open a company in Italy?

Yes. Italy sets no residency or nationality requirement for SRL members or directors, and a company formed abroad can be the sole member. Every individual involved needs a codice fiscale, which an Italian consulate can request. For a non-EU national living outside Italy without an Italian residence permit, the registry checks that their country grants Italians the same right. Founders can sign by video on the notariato platform.

What is the Italian equivalent of an LLC?

The SRL. Only the company’s assets answer for its obligations (art. 2462), so the members’ risk is limited to what they contributed, and the deed can shape administration, decisions and members’ rights with more flexibility than in an SpA. “LLC” is not an Italian legal form, so an Italian company described in English as an LLC is in practice an SRL, or its simplified variant, the SRLS.

Do I need an Italian bank account to form an SRL?

Not for the deed. SRL contributions are paid to the directors named in the deed, which records how they were paid, so the company can be formed first and approach banks once registered. Formation by video is different: the contributions go by bank transfer to the notary’s dedicated account. An SpA always needs 25% of its cash contributions deposited at a bank.