Limited Liability Company (SRL)
Società a Responsabilità Limitata
Company formation in Italy
The SRL is best suited for: Foreign entrepreneurs entering the Italian market, SMEs and startups seeking limited liability, E-commerce and service businesses targeting Southern Europe, Companies wanting access to EU market via Italy. Subject to IRES (Imposta sul Reddito delle Società) at 24% on taxable income, plus IRAP (Imposta Regionale sulle Attività Produttive) at 3.9% on a broader tax base that excludes personnel cost deductions in most cases, bringing the combined effective rate to approximately 27.9%. VAT (IVA) is charged at 22% on most goods and services, with reduced rates of 4%, 5%, and 10% for specific categories. Dividends distributed to individual shareholders are subject to a 26% substitute tax. Italy offers a Patent Box regime providing a 110% super-deduction on qualifying IP income and an R&D tax credit for eligible expenditures.
- Foreign entrepreneurs entering the Italian market
- SMEs and startups seeking limited liability
- E-commerce and service businesses targeting Southern Europe
- Companies wanting access to EU market via Italy
Key Facts
Step-by-Step Formation Process
Obtain a tax identification number (Codice Fiscale)
All shareholders and directors must obtain an Italian tax identification number (Codice Fiscale) from the Agenzia delle Entrate. Non-residents can apply through an Italian consulate abroad or via a local representative.
Draft the deed of incorporation and bylaws
Prepare the atto costitutivo (deed of incorporation) and statuto (bylaws) specifying the company name, registered office, share capital, business purpose, and governance rules. For an SRL Semplificata (SRLS), a standardised template mandated by law must be used.
Notarial execution
A public notary (notaio) authenticates the deed of incorporation in the presence of the founders or their proxies holding notarised powers of attorney. The notary verifies identity, legality of the company purpose, and compliance with capital requirements.
Deposit share capital
For a standard SRL, at least 25% of the share capital must be deposited in a bank account (or the full amount if €1–€9,999 for an SRLS). The bank issues a certificate confirming the deposit. A single-member SRL must deposit 100% of the capital at formation.
Register with the Companies Register (Registro delle Imprese)
The notary files the incorporation documents electronically with the local Chamber of Commerce (Camera di Commercio) within 20 days of execution. The company obtains legal personality upon registration and receives a VAT number (Partita IVA).
Tax and social security registration
Register with the Agenzia delle Entrate for corporate income tax and VAT. If the company has employees, register with INPS (social security) and INAIL (workplace insurance). Activate a certified email address (PEC), which is mandatory for all Italian companies.
Required Documents
- Deed of incorporation (Atto Costitutivo)
- Company bylaws (Statuto)
- Codice Fiscale for all shareholders and directors
- Passport copies of all shareholders and directors
- Proof of registered office address in Italy
- Bank certificate of capital deposit
- Certified email address (PEC)
- SCIA or relevant business activity notification (if applicable)
Cost Overview
Tax Treatment
Subject to IRES (Imposta sul Reddito delle Società) at 24% on taxable income, plus IRAP (Imposta Regionale sulle Attività Produttive) at 3.9% on a broader tax base that excludes personnel cost deductions in most cases, bringing the combined effective rate to approximately 27.9%. VAT (IVA) is charged at 22% on most goods and services, with reduced rates of 4%, 5%, and 10% for specific categories. Dividends distributed to individual shareholders are subject to a 26% substitute tax. Italy offers a Patent Box regime providing a 110% super-deduction on qualifying IP income and an R&D tax credit for eligible expenditures.
Pros & Cons
- Minimum capital as low as €1 for an SRL Semplificata
- Full limited liability protection for shareholders
- No restrictions on foreign ownership or directorship
- Access to the EU single market and Eurozone
- Flexible management structure without a mandatory board
- Extensive double-tax treaty network with over 100 countries
- Notarial involvement is mandatory, adding to formation costs
- Italian-language bookkeeping and filings are standard practice
- IRAP (regional production tax) applies in addition to corporate tax
- Bureaucratic processes can be slower than in Northern European jurisdictions
- Statutory auditor required if certain size thresholds are exceeded
- Annual Chamber of Commerce fee and compliance costs add up
Ready to form a SRL in Italy?
Get a personalised cost estimate and next steps.
Get StartedThis content is educational and does not constitute legal or tax advice. Always consult a qualified professional for your specific situation. Data last verified March 2026.