SRL Italy: How to Open an Italian SRL as a Foreigner
Italy has approximately 1.1 million active SRLs (InfoCamere, 2023), making the SRL (Società a Responsabilità Limitata) the dominant capital company structure in the country — and the default vehicle for foreign entrepreneurs entering the Italian market. Before diving into SRL specifics, read our complete guide to company formation in Italy for the broader entity comparison.
The confusion around SRLs starts immediately: is the minimum capital €1 or €10,000? Can a foreigner incorporate without traveling to Italy? What does "Power of Attorney" actually mean in this context? Foreign founders receive conflicting information from formation agents, generic guides, and outdated legal summaries — and those mistakes at the start cost significantly more to fix than to prevent.
This guide provides the exact legal structure of the Italian SRL, the three capital variants (standard, reduced-capital, and SRLS), the Power of Attorney route for non-residents, an honest cost and timeline breakdown, and what to do in the first 90 days after incorporation. Our full-cycle law firm advises foreign-owned SRLs from offices in Milan, Rome, and Florence — from the first notarial deed through to annual accounts and compliance.
What Is an SRL? The Legal Foundation
The SRL is governed by Italian Civil Code Arts. 2462–2483, as substantially reformed by D.Lgs. 6/2003. It is Italy's equivalent of a UK Limited Company (Ltd) or a US Limited Liability Company (LLC) — a separate legal entity in which shareholders' liability is limited to their subscribed capital.
The core legal feature of the SRL is the separation between the company's obligations and the shareholders' personal assets. Shareholders (called soci) hold ownership units called quote (not shares, as in a SPA). These quote represent the economic and voting rights in the company but are not freely tradeable on a stock exchange. Under Art. 2470 of the Civil Code, any transfer of quote in an SRL requires a notarial deed — they cannot be sold the way publicly-traded shares can.
This closely-held, notary-dependent structure is what distinguishes the SRL from the SPA (Società per Azioni), which issues freely transferable shares and is more suited to capital-market transactions. The SRL is a relationship-based structure — ideal for foreign-owned companies where ownership will be stable and concentrated.
Governance in an SRL can be simple or sophisticated. The company can be managed by a single person — the amministratore unico (sole director) — or by a consiglio di amministrazione (board of directors). There is no requirement for the director to be Italian-resident or Italian-national: a foreign non-resident can serve as sole director. Decision-making follows majority rules by default, with the statuto (articles of association) able to customize voting thresholds for specific matters.
Capital structure: The standard SRL requires €10,000 minimum share capital. For a multi-member SRL, 25% (€2,500) must be paid at incorporation, with the remaining €7,500 callable by the board. For a single-member SRL (unipersonale), 100% must be paid at incorporation. There is also a reduced-capital variant under Art. 2463 para. 5, which allows capital between €1 and €9,999 — but the full amount must be paid upfront, and there is no notary fee exemption.
SRL, SRLS, or Reduced-Capital SRL — Which One Do You Need?
Three variants of the Italian limited liability company structure exist, and choosing the wrong one at the start is a costly and time-consuming mistake to correct.
| Feature | Standard SRL | Reduced-Capital SRL (Art. 2463 para. 5) | SRLS (Art. 2463-bis) |
|---|---|---|---|
| Minimum capital | €10,000 | €1–€9,999 | €1 |
| Capital payment | 25% at incorporation | 100% upfront | 100% upfront |
| Notary fee | Standard (€1,500–€3,500) | Standard (no exemption) | Waived (exempt) |
| Shareholder eligibility | Any (individuals + companies, any nationality) | Any (individuals + companies, any nationality) | Natural persons only — no corporate shareholders |
| Statute customization | Full flexibility | Full flexibility | Mandatory standard statute — no customization |
| Governance flexibility | High | High | Low (fixed by statute) |
| Recommended use case | Most foreign entrepreneurs; corporate shareholders; flexibility needed | Individuals seeking lower capital with full flexibility | EU individual founders, simple structures, fastest and cheapest |
Standard SRL with €10,000 capital is the correct choice for the large majority of foreign entrepreneurs. It is the most flexible, the most familiar to Italian banks and counterparties, and it is the only option when a foreign company (rather than an individual) is a shareholder.
Reduced-capital SRL under Art. 2463 para. 5 suits individual founders who want lower capital but still need the freedom to customize the statute. Note that there is no notary fee exemption — this is a common misconception. The full notary fee applies.
SRLS (Semplificata) is governed by Art. 2463-bis of the Civil Code. The notary fee exemption makes it the fastest and cheapest route — total government fees of €300–€600, no notary invoice. However, the SRLS imposes a mandatory standard statute that cannot be modified. More critically, the SRLS is restricted to natural person shareholders only: if a foreign parent company is to be a shareholder, the SRLS is immediately disqualified. It also cannot be converted into a standard SRL without executing a new notarial deed and paying standard fees — so the "free" incorporation can become expensive later.
For most foreign entrepreneurs: choose the Standard SRL with €10,000 capital. The flexibility and banking acceptability it provides are worth the additional upfront cost.
How to Incorporate an SRL as a Foreign Entrepreneur: Step-by-Step
The incorporation process for a foreign entrepreneur follows nine sequential steps. The most important preparation is starting the codice fiscale process first — before anything else.
Step 1: Codice Fiscale for Each Foreign Director and Shareholder
Every individual who will serve as a director or shareholder needs an Italian codice fiscale (personal tax identification number) before the notarial deed can be signed. Options:
- Italian consulate in your home country: make an appointment online; timelines vary widely (1–10 weeks depending on country and consulate workload)
- Agenzia delle Entrate in Italy: same-day issue; requires physical presence; the most efficient option if any founder is traveling to Italy
Step 2: Company Name Search and Availability Check
Company name availability is verified through the Registro delle Imprese at registroimprese.it. The name must include "SRL" or "S.r.l." and must not duplicate any existing registered company name in Italy. Your Italian lawyer can conduct this search and reserve the name informally while documents are prepared.
Step 3: Draft the Atto Costitutivo and Statuto
The founding documents must be drafted in Italian and comply with Civil Code Arts. 2463–2483. They must specify: company name, registered office address (your Italian registered office for your SRL must be confirmed at this stage), share capital, ATECO 2022 business activity code, shareholders and their quota percentages, governance structure, and method for profit distribution. This drafting takes 3–7 days for a standard SRL.
Step 4: Pre-Incorporation Share Capital Deposit
Art. 2463 of the Civil Code requires depositing 25% of share capital (€2,500 for a standard €10,000 SRL) before the notarial deed is signed. This creates a circular problem for foreign founders — the SRL does not yet exist, so it has no bank account. The solutions are: notary-coordinated pre-incorporation account, a "conto in formazione" at certain Italian banks, or a fintech pre-incorporation solution.
Step 5: Notarial Deed — Three Routes
The atto costitutivo must be executed before an Italian notary. Three routes:
- In person: all founders travel to Italy and sign before the notary; scheduled 1–3 days once all documents are ready
- Video-conference (D.Lgs. 183/2021): available since December 15, 2021; requires Italian digital identity (SPID or CIE) — typically unavailable to foreign nationals, making this route impractical for most non-residents
- Power of Attorney (POA): the standard practical route for non-residents; a POA grants an Italian-based lawyer authority to sign the deed on the founder's behalf; the POA must be apostilled (under the Hague Convention) if signed abroad; if signed before an Italian consulate in the founder's country, apostille is not required
Step 6: Registro delle Imprese Filing via ComUnica
The notary files the deed digitally with the Registro delle Imprese through the ComUnica system within 20 days of deed execution. The Camera di Commercio processes the filing and issues the company's REA number. Processing takes 5–10 business days.
Step 7: Partita IVA Registration
The Partita IVA (Italian VAT number) is filed with the Agenzia delle Entrate, typically combined with the ComUnica filing using Form AA7. The correct ATECO 2022 code must be selected — this determines tax regime eligibility and downstream compliance obligations.
Step 8: PEC (Certified Electronic Mail) Setup
Every Italian SRL must have a PEC address registered with the Registro delle Imprese. Choose a certified PEC provider (Aruba, LegalMail, InfoCert are the most common) and register the PEC address within the first week of incorporation.
Step 9: Company Books Opening
Three sets of mandatory books must be established: libro giornale (daily accounting journal), registro soci (shareholders' register), and libro verbali (minutes book). These must be numbered, stamped, and kept at the registered office. Your commercialista typically sets these up as part of their onboarding.
Realistic Timeline and Cost Breakdown
Formation Timeline
| Phase | Duration | Key Notes |
|---|---|---|
| Codice fiscale | 1 day (Italy) to 10 weeks (consulate) | Start immediately |
| POA preparation and apostille | 2–4 weeks | If non-resident and traveling not planned |
| Company name check and deed drafting | 3–7 days | Italian lawyer drafts founding documents |
| Notarial deed | 1–3 days once scheduled | POA route: lawyer signs |
| Camera di Commercio + Registro | 5–10 business days | Milan 5–7 days; Florence up to 14 |
| Partita IVA + PEC | 1–3 days | Simultaneous with or after filing |
| Bank account (traditional banks) | 2–6 weeks | The primary bottleneck |
| Total realistic range | 4–8 weeks | Up to 2–3 months with delays |
Cost Breakdown
| Cost Item | Range |
|---|---|
| Camera di Commercio diritto annuale | €100–€200 |
| Imposta di bollo and registration tax | €200–€600 |
| Notary fee (standard €10,000 SRL) | €1,500–€3,500 |
| Professional/legal fees | €1,500–€5,000 |
| Virtual office/registered office | €500–€2,000/year |
| First-year accounting (commercialista) | €3,000–€8,000 |
| Share capital | €10,000 (working capital, not a fee) |
| Total first-year all-in (excluding capital) | €5,000–€15,000 |
Milan formations run 15–25% higher than Rome or Florence for professional and notary fees.
Opening a Bank Account for Your Italian SRL
The bank account is the single most commonly underestimated challenge in Italian SRL formation for foreign founders. Planning it wrong costs weeks — sometimes months.
The pre-incorporation share capital deposit challenge: Art. 2463 of the Civil Code requires €2,500 (25% of the standard €10,000 capital) to be deposited before the notarial deed is signed. The SRL legally does not exist at this point, so it has no account. The practical solutions are: the notary coordinates a pre-incorporation escrow with a bank partner; some Italian banks (and Qonto) offer pre-incorporation accounts specifically for companies in formation; a temporary escrow arrangement through the law firm is possible in some cases.
Traditional Italian banks — post-incorporation account opening:
- Intesa Sanpaolo: largest Italian bank by assets; international SME desks in Milan and Rome; experienced with foreign-owned SRLs; KYC review takes 2–6 weeks
- UniCredit: highest international business volume; English-speaking teams in Milan and Rome; full service including credit lines, SWIFT, and POS
- BNL (BNP Paribas Italy): Rome-headquartered subsidiary of the French banking group; most internationally oriented domestic bank; experienced with foreign corporate structures
- Banco BPM: strong in northern Italy; less international experience but competitive for Milan-based SRLs
Traditional bank account opening takes 4–10 weeks for foreign-owned SRLs after incorporation.
Fintech alternatives:
- Qonto: Italian IBAN (IT prefix); 450,000+ European SMEs; onboarding in 1–5 business days; English-language app; invoicing tools included; the first-choice bridge account for most foreign-owned SRLs
- Revolut Business: multi-currency; SEPA payments; not an Italian IBAN — may not satisfy F24 tax payments or public procurement requirements
- Wise Business: multi-currency; Italian IBAN available on some plans; strong for international wire transfers
The January 2024 update to Banca d'Italia AML guidelines increased KYC scrutiny on foreign-owned companies. Directors or shareholders from FATF grey-listed jurisdictions face extended timelines and some banks may decline.
The critical note on Italian IBAN: F24 tax payments require an Italian IBAN. Public procurement tenders often require Italian IBAN for payment receipt. Conservative Italian corporate clients frequently refuse non-Italian IBANs. Qonto provides an Italian IBAN with fast onboarding — making it the correct first step.
Read our complete guide to open a bank account for your Italian SRL for the full document checklist and rejection prevention strategies.
Post-Incorporation Obligations (First 90 Days Checklist)
The 90 days after incorporation are the highest-risk compliance period for a foreign-owned SRL. Missing early deadlines creates compounding problems.
Within the first week:
- PEC setup and registration with Registro delle Imprese
- Partita IVA activation — confirm correct ATECO 2022 code with your commercialista
Within the first month:
- Business bank account — start Qonto application immediately after visura camerale is issued; apply to traditional bank simultaneously
- Appoint a commercialista — Italian accounting for foreign-owned SRLs starts from the first day of the company's existence; delays in appointing a commercialista create catch-up costs
- Company books setup (libro giornale numbered and stamped, registro soci, libro verbali)
- INPS registration: if any directors receive compensation for active administrative roles
- INAIL registration: if employees will be hired or directors perform manual activities
Within the first 30 days:
- UBO beneficial ownership register filing at Camera di Commercio (currently suspended pending TAR Lazio ruling — but prepare documentation now; banks cross-reference this register)
Ongoing from first transaction:
- SDI e-invoicing setup: since 1 January 2024, all Partita IVA holders must issue B2B invoices in XML format via the Sistema di Interscambio (SDI) — mandatory with no exceptions
- First LIPE (quarterly VAT declaration): due within 30 days after the end of the first quarter in which the SRL has transactions
Dividend withholding tax planning: If the Italian SRL will pay dividends to a foreign parent, the default withholding tax is 26%. Proactive treaty claims reduce this: 5% to UK parent companies (Italy-UK treaty, ≥10% voting power); 5% to US companies (Italy-US treaty, ≥25% shares); 0% to EU parent companies holding ≥10% for ≥1 year (EU Parent-Subsidiary Directive). Treaty relief must be claimed proactively — Italian banks default to the 26% domestic rate.
FAQ — Italian SRL Questions
Q: What is an SRL in Italy?
An SRL (società a responsabilità limitata) is Italy's most common capital company structure — equivalent to a UK Ltd or US LLC. It provides limited liability protection to shareholders (quotaholders), governed by Italian Civil Code Arts. 2462–2483. With approximately 1.1 million active SRLs, it is the default choice for small and medium businesses, including foreign-owned companies.
Q: How much does it cost to open an SRL in Italy?
Realistic all-in first-year cost for a foreign entrepreneur: €5,000–€15,000 (excluding the €10,000 share capital). This includes government fees €500–€800, notary €1,500–€3,500, professional fees €1,500–€5,000, virtual office, and accounting. Milan-based formations typically run 15–25% more than Rome or Florence.
Q: How long does it take to register an SRL?
Typically 4–8 weeks for a foreign entrepreneur. The formation steps (codice fiscale, deed, Chamber of Commerce filing) take 2–3 weeks. The primary delay is bank account opening — 2–6 weeks at traditional banks, 1–5 days via fintech (Qonto). Codice fiscale delays at Italian consulates abroad can extend this to 2–3 months in worst-case scenarios.
Q: Can a foreigner open an SRL in Italy without living there?
Yes. The Power of Attorney (POA) route allows non-residents to incorporate without traveling to Italy. The POA must be apostilled and grants an Italian-based lawyer authority to sign the notarial deed on the founder's behalf. The video-conference notarization route (D.Lgs. 183/2021) is theoretically available but requires SPID or CIE Italian digital identity credentials that most foreign nationals do not hold.
Q: What is the minimum share capital for an Italian SRL?
Standard SRL: €10,000 (25% paid at incorporation; 100% for single-member unipersonale). Reduced-capital SRL under Art. 2463 para. 5: €1–€9,999 (100% paid upfront, no notary fee exemption). SRLS (Semplificata): €1 but restricted to natural person shareholders with a mandatory standard statute.
Start Your Italian SRL Today
The Italian SRL is the right vehicle for most foreign entrepreneurs — flexible, protective, well-understood by Italian banks and regulators, and the foundation for growth. The first decision is capital structure (standard SRL vs. SRLS), followed immediately by obtaining codice fiscale for all founders.
Book a free consultation to incorporate your Italian SRL — our team manages the codice fiscale, notary appointment, Power of Attorney, Camera di Commercio filing, and bank account coordination as a single end-to-end service. Contact us at info@company-italy.com, or reach our offices in Milan (+39 02 8088 1240), Rome (+39 06 4520 7330), or Florence (+39 055 264 8120).
This guide provides general legal information only and does not constitute legal advice. Italian law changes frequently — always verify current regulations with a qualified Italian legal professional. Contact our team for a consultation specific to your situation.