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A shelf company is a company formed in advance, kept without any business, and later sold to someone who needs a company that already exists. Whether it is called a shelf company, a ready-made company or a ready company, in Italy it is an SRL that a notary incorporated and the Registro delle Imprese registered some time ago, that has never traded, and whose quotas, the SRL’s equivalent of shares, are sold to the buyer. Buying it creates nothing new: the legal person, its codice fiscale, its REA number and the registration date shown in the register all stay as they are. What changes is who owns the quotas, who acts as director and, if the buyer wishes, the name, the business object and the seat. An off-the-shelf company in Italy serves the same purposes as a newly formed SRL: trading, holding shares, or acting as the Italian party to a contract that has to be signed now. Buyers who want age for its own sake should read our note on aged shelf companies first, because an earlier date on a never-traded company is not a trading record.
| Item | After the purchase |
|---|---|
| Legal person, codice fiscale, REA number, registration date | Unchanged |
| Partita IVA | Unchanged if one was issued and is still open; the Agenzia delle Entrate may close numbers, after notice, once three years pass without business, so its status is checked before the sale |
| VIES inclusion | Usually absent, since the Agenzia removes a number after four quarters without intra-EU lists; it is requested when cross-border trade starts |
| Paid-in capital | Stays in the company; any part still unpaid becomes the buyer’s to pay, within ninety days if the buyer becomes the only member (art. 2464) |
| Members | The buyer, with effect towards the company from the filing of the transfer deed (art. 2470) |
| Directors | New directors appointed by the members, each with a personal declaration and, for the sole or managing director, a personal PEC address |
| Name, object, municipality of the seat | Changed by a members’ resolution minuted by a notary, effective once registered |
| Street address in the same municipality | Filed by the directors |
| Beneficial owner register | Suspended; nothing to file unless done voluntarily |
| Bank account | Stays with the company if one exists; the bank decides whether to keep it |
Italian law offers two routes for the transfer deed. On the classic one, introduced by a 1993 statute and now in article 2470 of the Civil Code, seller and buyer sign a private deed whose signatures a notary authenticates, and that notary files it with the Registro delle Imprese of the company’s seat within thirty days. The second, added in 2008 by article 36(1-bis) of Decree-Law 112/2008, lets the parties sign with qualified digital signatures (firma digitale) and has an accountant entered in sections A and B of the register of dottori commercialisti e esperti contabili file the deed, again within thirty days. A 2011 statute confirmed that this is a genuine alternative to the notarial route. Either way, the transfer counts against the company only from the filing, and if the same quota were sold twice, the buyer who registered first in good faith would prevail, so the filing is far from a formality.
Two documents are read before anyone signs. The articles may restrict transfers or make them subject to someone’s consent (art. 2469), and the visura camerale shows the current members, the directors, the capital paid in and any filings outstanding. Notaries and accountants are both obliged entities under Italy’s anti-money-laundering decree, so on either route the buyer, the incoming directors and the beneficial owners are identified first. A buyer who cannot sign in person appoints an attorney, whose power has to take the form the deed requires (art. 1392).
| Filing | Who files | Time limit or rule set by law |
|---|---|---|
| Transfer deed | The authenticating notary, or the accountant on the digital route | Thirty days (art. 2470 c.c.; art. 36 D.L. 112/2008) |
| Sole-member declaration, when the buyer takes every quota | The directors, or the sole member | Thirty days from the change (art. 2470 c.c.) |
| Appointment of new directors | The directors | Thirty days from notice of the appointment (art. 2383 c.c.) |
| Director’s personal PEC | The company | On appointment (art. 5 D.L. 179/2012) |
| New name, object or municipality | The notary who minuted the resolution | Thirty days; no effect until registered (arts. 2436 and 2480 c.c.) |
| Registration tax on the deed | Due on the deed | A fixed amount under art. 11 of the Tariff to DPR 131/1986, not a percentage of the amount paid |
| Beneficial owners | The company | Suspended; voluntary for now |
Two rules make the sole-member filing worth doing at once. Where one person owns the whole SRL, that person answers without limit for the debts of that period if the company becomes insolvent, for as long as the contributions have not been made as article 2464 requires or the article 2470 filing is missing (art. 2462). And the seller stays jointly liable with the buyer for any contributions still owed for three years after the transfer is registered (art. 2472). A shelf SRL whose capital is already fully paid avoids both questions.
Buyers often ask for a shelf company with a VAT number, and in Italy that needs care. A business declares its start to the Agenzia delle Entrate within thirty days and keeps the same partita IVA until it ceases (art. 35 DPR 633/1972). Newly issued VAT numbers go through a risk analysis, and the Agenzia may call the taxpayer in to show documents and prove the activity is real (art. 35(15-bis.1)); an SRL whose number was issued earlier has already passed that stage. The same article, however, lets the Agenzia close, after notice, the VAT numbers of companies that carried on no business in the previous three years, and it takes out of VIES, the EU database for intra-EU trade, any number that has filed no intra-EU lists for four quarters in a row. A never-traded SRL will normally be outside VIES, and an older one may have lost its partita IVA altogether, in which case the buyer registers again when business starts.
The filing record matters as much. An SRL files its approved accounts with the registry each year, and a company that files none for five consecutive years, or performs no acts of management, can be dissolved by the registrar when this coincides with certain register defects (art. 40 of Decree-Law 76/2020). A dormant company that has filed every year shows nothing beyond its existence, which is what a buyer should expect to see. Once it trades, it pays what any SRL pays: IRES at 24% and IRAP at a standard 3.9%, with VAT at 22%.
An Italian SRL needs no bank to be formed, because its capital is paid to its directors, so a shelf SRL may come with no account at all. Where an account exists, it belongs to the company and stays with it when the quotas change hands, but the bank re-checks the new members, directors and signatories, and it may keep the account, ask for more documents or close it. A company without an account applies once the transfer is registered: Banca Sella, for example, lists the atto costitutivo, the statuto, the visura camerale and two identity documents per person for its online company account. Our guide to bank accounts for Italian companies sets out what Italian banks publish, and the page on shelf companies with bank accounts explains how pre-banked companies work in other countries.
A ready-made SRL saves less time in Italy than many buyers assume. The notary must file a new deed within ten days, the register then has ten days, or five for electronic filings, and the notariato says a new company can be operational on the day of its deed or within days; formation by video works even when every founder lives abroad. What a shelf company really adds is existence. It is already a legal person, so nobody has to act for a company not yet registered and carry the personal liability that brings (art. 2331), and its registration date, codice fiscale and REA number are already in place.
It brings no trading history, no credit record and no customers. It does not spare the buyer the tax codes, the director’s PEC, the anti-money-laundering checks or a notary for a new name. A ready-made SRLS is no answer for a corporate buyer, since only individuals may be its members. And no licence comes with it: a payment institution, for instance, is authorised by Banca d’Italia only on its own application, with a programme of activity and checks on its qualifying shareholders and managers (art. 114-novies of the Consolidated Banking Act), so an authorisation is never part of a shelf SRL. Where none of the existence points matters, forming a new SRL is the better route, explained on our page on company formation in Italy.
We supply ready-made Italian SRLs and also form new ones. For a purchase we prepare the transfer deed, the resolutions and the registry filings described above, help put the bank application together, and introduce the company to a bank where we have a working contact at a suitable one; whether an account is opened is for the bank alone. For background on the country, see the Italy overview.
A shelf company is a company registered in advance and left without activity, so that it can be sold to a buyer who needs one at once. In Italy it is an SRL already entered in the Registro delle Imprese, with its own codice fiscale and REA number. The buyer takes over its quotas and appoints new directors; the company keeps its original registration date but has no trading history to show.
Yes. Neither the buyer nor the new directors need to live in Italy, though each individual needs a codice fiscale, which can be requested through an Italian consulate, and the sole or managing director needs a personal PEC address. The transfer deed can be signed with digital signatures and filed by an accountant, or signed before a notary by an attorney holding a power of attorney in the required form.
Sometimes. If the SRL obtained a partita IVA, the number stays with the company after the sale, and it has already passed the risk analysis the Agenzia delle Entrate runs on new numbers. But the Agenzia can close a VAT number after three years without business activity, and a never-traded company is normally outside VIES, so the VAT status is checked on the Agenzia’s records before buying.
Not necessarily. The traditional route is a deed whose signatures a notary authenticates and then files within thirty days. Since 2008 the parties may instead sign with digital signatures and have a commercialista file the deed within the same thirty days. A notary is always needed, however, to minute a resolution that changes the company’s name, its business object or the municipality of its seat.
The transfer deed bears registration tax at a fixed amount set in article 11 of Part I of the Tariff to the registration tax decree, DPR 131/1986. The Agenzia delle Entrate treats it as a tax on the deed itself, so it does not grow with the amount paid for the quotas and applies whatever the company’s legal form. The digital route changes nothing here, since the 2008 rule expressly leaves the tax treatment of the deed as it was.
The register exists in law as the Registro dei titolari effettivi, a section of the Registro delle Imprese, but it is not working. The Consiglio di Stato suspended it; the Court of Justice upheld the Italian rules on 21 May 2026, and the case now returns to the Consiglio di Stato, first hearing May 2027. Until then filing is voluntary, there are no sanctions and nobody can search it.
Looking at an Italian shelf SRL? Ask us which ready-made SRLs are available now, or what forming a new one would involve for your founders and directors. We also answer on Telegram and WhatsApp at +48 663 247 166.