Forming a limited liability company in Italy
The Società a Responsabilità Limitata (S.R.L.) is one of the types of limited liability corporate structures that can be formed in Italy. The SRL is certainly the most common limited liability structure being a company not listed on the stock exchange, easy to form and not requiring a large amount of capital for the start-up.
The minimum registered capital is € 10.000,00 and even one shareholder is sufficient at the time of the incorporation of the company.
- Let's try to go through all the main steps that must be done to form an SRL:
- contact an italian Certified Chartered Accountant giving him all the information needed to fill the Charter of the Company: Company's name, Seat, Capital (minimum is € 10.000,00), personal data of the shareholders, Percentage distribution of the capital among shareholders and the company purpose ecc.;
- after having considered all the fiscal and civil aspects related to the purpose and to the characteristics of the company, the professional will prepare the structure of the Charter and contact a notary fixing the date of the incorporation (the foundation of a company in Italy must be done with a notary public act);
- at the moment of the incorporation the shareholders must have deposited on an italian bank account at least the 25% of the share capital. If there is only one shareholder then this deposit must be the total amount of the capital (100%). All shareholders must take part at the incorporation with a valid document to be shown to the notary along with an italian personal fiscal code. Otherwise they can be represented by other person in front of the notary with a public delegation (specific power of attorney);
- after having signed the incorporation act, the notary will register the company at the Italian Company Register Office. The Chartered Accountant firm will register the company at the Italian V.a.t. office obtaining the fiscal number needed to start the business.
- Based on their long time experience, Potenza & Partners professionals estimate from 10 to 20 days the time needed for the process of incorporation of a new S.R.L. company, exception made for very special or particular situations (ex. Fiscal code to be required for foreigners).
