Setting Up an SRL & SPA
in Italy

An SRL (Società a Responsabilità Limitata) is the Italian equivalent of a Limited Liability Company (LLC), ideal for SMEs and startups with a minimum capital of €10,000. An SPA (Società per Azioni) is a Joint Stock Company designed for larger enterprises, requiring a minimum capital of €50,000 and a mandatory board of auditors. The SRL offers more governance flexibility, while the SPA provides standardized share transfer mechanisms suitable for institutional investors and IPOs.

The cost of incorporating a company in Italy varies depending on the entity type. For an SRL, expect notarial fees between €1,500–€3,000, government registration fees of approximately €400, and the minimum share capital of €10,000 (or as low as €1 for a simplified SRLS). For an SPA, notarial fees range from €3,000–€6,000, with the same registration fees and a minimum share capital of €50,000. Additional costs may include legal advisory, accounting setup, and PEC activation.

The incorporation process typically takes 2–4 weeks from start to finish. Obtaining a Codice Fiscale (Italian tax code) takes 1–3 business days. Drafting the articles of incorporation and bylaws requires 3–5 business days. The notarial deed can be completed in 1–2 days, and registration with the Chamber of Commerce and tax authorities takes an additional 5–10 business days. Working with experienced advisors can streamline the process significantly.

Yes, foreign nationals and non-EU residents can own 100% of an Italian SRL or SPA. There are no restrictions on foreign ownership of Italian companies. However, all shareholders and directors must obtain an Italian tax code (Codice Fiscale), and at least one director should have a valid EU residency or obtain appropriate authorization. Our team assists international investors with the entire process, including tax code applications and power of attorney arrangements.

No, physical presence is not strictly required. The incorporation can be completed through a power of attorney (procura speciale) granted to a representative in Italy. This document must be notarized and apostilled in your country of residence. However, you will need an Italian tax code and a PEC (certified email address). Many investors choose to visit Italy for the notarial deed, but remote incorporation is fully supported under Italian law.

The Simplified SRL (Società a Responsabilità Limitata Semplificata) is a streamlined version of the standard SRL, available to natural persons only. It requires a minimum capital of just €1 (up to €9,999), uses a standardized set of bylaws, and has reduced notarial costs. It is ideal for entrepreneurs and startups looking for a low-cost entry into the Italian market. However, it offers less flexibility in governance customization compared to a standard SRL.

Italian companies must file annual financial statements with the Chamber of Commerce, submit corporate tax returns (IRES at 24% and IRAP at approximately 3.9%), maintain VAT compliance with periodic filings, and hold annual shareholder meetings. SPAs additionally require a mandatory board of auditors. Companies must also maintain a PEC address, keep corporate books updated, and comply with anti-money laundering (AML) regulations. Our compliance team manages all ongoing obligations for international clients.

Italy offers several attractive tax incentives for foreign investors, including the Impatriate Workers Regime (up to 70% income tax exemption for qualified workers relocating to Italy), the Flat Tax Regime for high-net-worth individuals (€100,000 annual flat tax on worldwide income), R&D tax credits, Patent Box regime for intellectual property income, and special economic zones (ZES) in Southern Italy with significant tax benefits. The specific incentives available depend on the nature of the investment and the investor's profile.