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An SRL (società a responsabilità limitata) is one of Italy's most popular vehicles for foreigners who want a real, ring-fenced business presence in the country. It limits your liability to what you put in, but setting one up runs through an Italian notary and a defined sequence of registrations. Here is the practical legal picture in general terms.
What an SRL is
An SRL is a private limited liability company — the rough Italian equivalent of a UK Ltd, a German GmbH or a US LLC. The company is a separate legal person, so in normal circumstances your personal assets are protected and your risk is limited to your capital contribution. Ownership is held in quotas (units of the company) rather than freely tradable shares, which makes it well suited to closely held businesses with a small number of founders.
There are two main forms to be aware of:
- The ordinary SRL, the standard form, set up by notarial deed with a customisable statute;
- The simplified SRL (SRL semplificata, or SRLS), a lighter, lower-cost variant aimed at very small start-ups, which uses a standard government template and has restrictions on how the statute can be tailored.
Foreign founders who want flexibility — bespoke governance, outside investors, different classes of quota — often choose the ordinary SRL. The simplified version can be cheaper to launch but trades away some of that flexibility. Which one fits depends on your plans, so it is worth weighing before you commit.
Capital and the notary
An SRL can be formed with a relatively small amount of capital — historically the law has allowed very low figures — but a token amount is rarely a good idea in practice. Banks, suppliers and counterparties tend to read your capital as a signal of substance, and thin capitalisation can create funding and credibility problems later. Many founders choose a more meaningful figure, often a few thousand euros, sized to the actual needs of the business. Minimum thresholds and capital rules can change — confirm the current figures with a lawyer or notary before you rely on them.
The defining step in forming an SRL is the notarial deed of incorporation (atto costitutivo). In Italy a notary (notaio) is a public officer, not just a witness: the notary drafts or reviews the deed and the company statute (statuto), verifies identities and legal capacity, and lodges the company for registration. As a rule, you cannot form an SRL without going through a notary.
What the notary will typically need
- Identification for every founder and director (passport or ID);
- An Italian tax code (codice fiscale) for each individual involved;
- The agreed statute, capital amount and the split of quotas between members;
- Evidence that any required portion of the capital has been deposited as the law requires at the time.
How much of the capital must be paid in up front can depend on the form chosen, the current rules, and whether contributions are in cash or in kind. A notary will tell you what is required on the day, so do not assume a figure you read online is still accurate.
Registration and VAT
Once the deed is signed, the company is filed with the Business Register (Registro delle Imprese) held at the local Chamber of Commerce. This filing is what gives the SRL legal existence and makes its basic details public. In parallel, the company is set up with the tax authorities and obtains its VAT number (partita IVA), which it needs to trade and invoice.
The practical registration package usually involves:
- Filing the incorporation deed and statute with the Business Register;
- Obtaining the company's tax code and VAT number;
- Registering for any sector-specific licences or permits your activity requires;
- Setting up the relevant accounting, social-security and payroll positions if you will have employees.
An SRL is generally expected to keep proper books and file annual financial statements, and it is subject to corporate and regional taxes as well as VAT obligations. Tax rates, filing deadlines and accounting duties can change from year to year, so it is wise to build an ongoing relationship with an Italian accountant (commercialista) rather than treating compliance as a one-off task.
Considerations for non-resident founders
You do not have to live in Italy to own or direct an SRL, and foreigners regularly set them up. But a few points deserve attention before you start:
- Codice fiscale first. Every founder and director needs an Italian tax code. Non-residents can usually obtain one through an Italian consulate abroad or via a representative in Italy.
- Acting at a distance. If you cannot attend the notary in person, the deed can often be handled through a properly drafted power of attorney, which itself may need to be notarised and legalised (for example with an apostille) in your home country.
- Banking can be the bottleneck. Opening a corporate bank account as a non-resident often takes longer and involves more compliance checks than the incorporation itself. Start it early.
- Immigration is separate. Owning a company is not the same as having the right to live or work in Italy. If you intend to relocate and run the business on the ground, your residence and work-permit position needs its own analysis — and the rules differ for EU and non-EU nationals.
- Document legalisation. Foreign documents and signatures frequently need translation, notarisation or apostille to be accepted. Confirm what is required for your specific country, as this varies.
Getting it right
An Italian SRL is a robust, well-understood vehicle, and forming one is usually a routine process when the steps are followed in order. The details that tend to trip up foreign founders are the practical ones — tax codes, powers of attorney, document legalisation, banking and the moving parts of tax and capital rules, all of which can change over time. Because so much turns on your particular plans and home country, the safest course is to speak with a qualified Italian lawyer and a commercialista early, so your structure, capital and registrations are set up correctly from the start rather than corrected later. This guide is general information, not legal advice for your situation.
Frequently asked questions
Can a foreigner who does not live in Italy own an Italian SRL?
It is often possible, but not automatic. Italian law admits foreigners to the civil rights of Italian citizens on condition of reciprocity, and the rule also applies to foreign companies. Citizens and companies of EU and EEA countries are exempt from the check, as are non-EU nationals staying in Italy with a residence card or certain residence permits; where Italy has a bilateral investment protection agreement with the founder's country, reciprocity generally does not need to be checked for the matters the agreement covers. Each founder also needs capacity under their national law and, in practice, an Italian tax code. Ask the notary early whether reciprocity must be examined for your nationality.
What is the minimum share capital for an Italian SRL?
An ordinary SRL can have capital of €10,000 or more; at signing, at least 25% of the cash contributions and any share premium must be paid to the administrative body, or the whole cash amount if one founder forms the company alone. It can also be formed with capital from €1 to below €10,000, but then contributions must be in cash and paid in full, and at least one fifth of the net profit in each approved set of financial statements goes to the legal reserve until reserve and capital together reach €10,000. A simplified SRL (SRLS) must have capital from €1 to below €10,000, fully paid in cash at incorporation.
Should I choose an ordinary SRL or a simplified SRL (SRLS)?
The SRLS can be formed only by individuals and uses a ministerial model whose mandatory clauses cannot be changed; the law exempts the deed from notary fees. An ordinary SRL allows articles tailored within legal limits and can have corporate shareholders. Compare governance needs as well as capital, and ask the notary to confirm the valuation and formalities for any proposed non-cash contribution.
Can I set up an Italian SRL online without travelling to Italy?
In many cases, yes. Under Legislative Decree 183/2021, a notary can receive the deed of an SRL or SRLS with its registered office in Italy by video conference on a platform run by the National Council of Notaries, provided contributions are in cash and paid by bank transfer to the notary's dedicated account. Identity must be verified with electronic identification of the substantial or high assurance level, and the deed is signed with a qualified electronic signature. If a founder's identification cannot be used on the platform, or contributions in kind are planned, a power of attorney in a form the notary accepts is the usual alternative.
Do I need an Italian tax code to form an SRL?
The codice fiscale identifies individuals and entities in all dealings with Italian public bodies, so founders and directors who are individuals normally obtain one before the deed is signed. According to the Revenue Agency, people living abroad can ask the Italian diplomatic or consular office in their country of residence, and anyone without a code can submit form AA4/8 by certified email (PEC) or at any local Revenue Agency office. The company receives its own tax code and VAT number through the ComUnica filing after incorporation.
Does owning an Italian SRL give me a residence permit?
No. Holding quotas or being appointed a director does not by itself give a non-EU national the right to enter, live or work in Italy. Entry for self-employment, including to found a company or take up a company office, is governed separately by the Consolidated Immigration Act: the applicant must show adequate resources, meet the requirements for the activity, hold a recent certificate from the competent authority and show suitable accommodation and lawful income, and visas are issued within numerical limits. Take immigration advice separately before relocating.
When does an Italian SRL legally exist?
The SRL acquires legal personality when it is entered in the Business Register, which the Chambers of Commerce keep. The notary must file the deed with the register within ten days. For transactions carried out in the company's name before registration, the people who acted are personally, jointly and without limit liable to third parties, and so are a sole founder and any members who decided, authorised or consented to the transaction.
Official sources
Rules, fees and thresholds change. Confirm anything in this guide with the official source before you act.
- Agenzia delle Entratetax authority
- Consiglio Nazionale Forensebar association — verify a lawyer
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