Italy Company Formation

Limited Liability Company (Società a responsabilità limitata, SRL) is, of course, one of the most common forms of doing business in Italy. With rather high costs for its opening and a rather complicated form of reporting, SRL is characterized by good organizational flexibility and is one of the most attractive forms of doing business. SRL shareholders are personally liable only to the extent of the value of their contributions to the company.

Italian LLC (SRL) is one of the most common types of business entities in Italy in which economic activity is carried out in the form of an enterprise. Simply put, an SRL is a type of company that is organized with a single goal: to carry out economic activities for profit.

Italian SRL is suitable for medium and/or large businesses. In general, this type of company is suitable for tasks that require some initial investment that continues throughout the life of the company, for example, the organization of an SRL is justified for opening restaurants or small industries, etc.

Italian LLC -SRL is created as an association of business partners, individuals and legal entities who maintain constant business contacts and who are equally interested in the success of the company. Thus, SRLs are often family-owned companies or firms of businessmen who collaborate on a permanent basis. SRL, like any other capital company, can only be based on a complete accounting system.

Registration:

There are two different types of LLCs(SRLs): 

1) Traditional SRLs

2) Simplified SRLs.

Simplified LLC (SRLs)

Requirements and mandatory for opening SRLs in Italy:

•  Authorized capital from 1 to 9999 euros;
• One or more shareholders (since 2013, there are no restrictions on the minimum age of the founders (the limit of 35 years has been eliminated));
•  The authorized capital is approved and fully paid upon registration;
•  LLC is registered in the register of companies of the Italian Chamber of Commerce and Industry

Traditional Type LLC (SRL)

The establishment of a traditional limited liability company is governed by Articles 2462 and 2483 of Chapter VII of the Civil Code.

Requirements and mandatory for opening traditional SRLs in Italy:

Registering an LLC in Italy is a rather complicated procedure.

• To open an LLC in Italy, you must have a minimum share capital of 10,000 euros. There is no upper limit on the amount of authorized capital, however, if the capital of the company is more than 120.000 euros, the founders of the SRL must appoint a board of auditors.  
• In order to register an LLC in Italy, it is necessary to properly prepare the founding documents, namely the memorandum (memorandum of association, constituzione di SRL) and the articles of association (statuto di SRL). The SRL memorandum includes various administration rules, rights and obligations of shareholders, auditing of accounts, approval of the budget, etc.
• The documents must be prepared by a notary who will take care of entering the newly formed SRL in the register of companies of the Italian Chamber of Commerce – only after the registration of the SRL the company begins its legal existence.
• The authorized capital of an LLC may be less than 10,000 euros (simplified form of LLC, Srl semplificata, Dl 76/2013).
• For an LLC with a capital equal to or greater than 10,000 euros (traditional form of LLC, Srl tradizionale), Italian law requires that by the time the LLC is registered and the memorandum is signed, the founders of the company have deposited at least 25% of the amount of the authorized capital in a bank (the rest of the capital may be paid later). In the event that Srl is registered by foreigners, the authorized capital must be contributed in the amount of 100%.
• In the event that the authorized capital of the LLC does not exceed 10,000 euros, the amount must be paid in full at the time of registration.

Administration of both type of SRL in Italy can be managed by one manager or a board of directors.