My Dear Italian Company, How Much Do You Cost Me?

The Italian Limited Liability Company (s.r.l.) and the Costs of its Incorporation and Maintenance

A Premise: Types of Italian Companies

(For a more comprehensive analysis of the topic, refer to our previous article of September 2018: Italian Business Types and Their Main Features).

The Italian legal system provides a number of different categories of organised commercial activity. The primary distinction is between individual entrepreneurship – individual enterprise (impresa individuale or ditta individuale) or professional (professionista) – and partnerships and companies (società). While the first category is characterised by the presence of one sole (natural) person under the legal profile, and consequently no logical separation of assets is conceivable, the second category is mixed.

Commercial single entities in Italy (i.e. excluding cooperatives and joint ventures) can be subdivided into two main categories, depending on whether there is a ‘perfect asset autonomy’, i.e. a full separation between the assets belonging exclusively to the company and the ones belonging exclusively to the shareholders:

• Partnerships (società di persone), to which belong the s.s. (società semplice), the s.n.c. (società in nome collettivo), and the s.a.s. (società in accomandita semplice), with varying degrees of complexity and asset juxtaposition;
• Limited Liability Companies and Joint-Stock Companies (società di capitali), to which belong the s.a.p.a. (società in accomandita per azioni), the s.r.l. (società a responsabilità limitata) in its different forms, and the s.p.a. (società per azioni) in its different forms; the provisions governing these types of companies impose a complete separation between the assets belonging to the company and the assets of its shareholders, thus limiting the liability for the obligations undertaken by the company to the sole resources belonging to the company itself[1].

The most widespread company type used in Italy is the Limited Liability Company – s.r.l. (società a responsabilità limitata), which is the preferred company type for most small and medium enterprises due to its limited costs, its versatile governance structure (also in terms of share transfer), and the mentioned asset separation, which shields the shareholders in case of difficulties or insolvency procedures.

The Italian Limited Liability Company (Società a Responsabilità Limitata – s.r.l.)

The Italian Limited Liability Company (società a responsabilità limitata – s.r.l.) is primarily governed by sections 2462 and following of the Italian Civil Code. Alongside its original and typical form, in the past years the legislator has allowed for alternative types, namely the simplified version (s.r.l.s. – società a responsabilità limitata semplificata) and the s.r.l. with a sole shareholder (s.r.l. a socio unico or s.r.l.u. – società a responsabilità limitata unipersonale). The latter differs slightly from the standard type because of the presence of a sole shareholder, and of the relative provisions that govern this occurrence (amongst others, the obligation to contribute the entire capital upon incorporation).

To promote innovation, the Italian legislator has also set forth a special regime for highly innovative and technologically advanced start-up companies that meet certain requirements, which have access to a range of incentives and contributions[2].

As mentioned, the primary features of the ordinary s.r.l. are its full asset separation, its relatively low costs of incorporation and maintenance, and its versatility in terms of administrative management and share transfer (unless specified differently within the deed of incorporation). Another attractive feature of the s.r.l. is the obligation to appoint an auditing body only if and when certain thresholds are met for two consecutive financial years[3].

The Features of the s.r.l.s. (Società a Responsabilità Limitata Semplificata).

The main features of the s.r.l.s. (società a responsabilità limitata semplificata) reside in the following peculiarities:

1. The capital required for incorporating an s.r.l.s. must be set between a minimum of €1.00 and a maximum of €9,999.99; if a higher capitalisation is required or wanted, the company type needs to be changed to an ordinary s.r.l. by notary deed.
2. Only cash contributions are allowed to form the capital.
3. The shareholders must exclusively be natural persons – legal persons are not permitted.
4. The deed of incorporation (atto costitutivo) and the articles of association (statuto) are to be adopted through the standard form provided by the legislator – no amendments to the core provisions are allowed[4].
5. As for the ordinary s.r.l., during the financial years following the incorporation, an amount equal to 20% of the profits is to be set aside as legal reserve, until the threshold of €10,000.00 is reached.
6. If losses equal or exceed one third of the subscribed capital, the shareholders are required to either reduce the capital or to recapitalise (often done through the creation of a special reserve, the ‘riserva in conto capitale’). These provisions apply to the ordinary s.r.l. as well, but the lower capital required for the simplified version makes such an event more probable (and more burdensome).
7. The costs of incorporation are significantly reduced – the notary fees, and the stamp and administrative duties for the registration of the deed of incorporation within the Company Register are waived[5].

Costs for Incorporating an Ordinary s.r.l. in Italy and for Starting the Activity

For an ordinary s.r.l., the costs for incorporation and for starting its activity can be detailed as follows:

• A minimum of €10,000.00 for capital (with the possibility of contributing a minimum of 25% upon notary incorporation, but only in the case of more than one shareholder, and in any case only for cash contributions – other types of contributions must be contributed in full);
• A minimum of ca. €2,000.00 (taxes, expenses and notary archive tax excluded) for the notary fees connected to the deed of incorporation and the articles of association;
• A minimum of ca. €4,000.00 (taxes and expenses excluded) for lawyer fees, if one is engaged to supervise the incorporation process;
• Expenses for certified translations of the relevant documents in case of foreign shareholders and/or directors;
• Costs for the appraisal of contributions different from cash (if applicable);
• €200.00 for the registration fee (imposta di registro) of the deed of incorporation;
• €156.00 for stamp duties (imposta di bollo) upon registration of the deed of incorporation;
• Fees for the registration (within both the Company Register and the Real Estate Registry) of each contribution consisting of real estate rights (ownership or other real estate right) (if applicable);
• €100.00 for purchasing and authenticating the prescribed corporate books (statutory books and mandatory accounting books);
• €16.00 every 100 corporate book pages + €25.00 for each corporate book as stamp and administrative duties for the authentication by the Chamber of Commerce;
• €309.87 for the annual statutory book authentication fee (tassa annuale vidimazione libri sociali);
• €120.00 (first year only) for the annual registration fee within the Chamber of Commerce;
• €90.00 for secretary fees (diritti di segreteria) + ca. €67.00 for stamp duties for the registration of other documents and deeds at the Chamber of Commerce;
• €200.00 (minimum) for the municipal notification of the start of the activity (segnalazione certificata di inizio attività – SCIA);
• Fees for specific mandatory licences and/or administrative permissions or authorisations, depending on the activity sector and type (if applicable);
• Costs for opening a company bank account;
• Costs for obtaining a mandatory certified e-mail address (posta elettronica certificata – PEC), for the company itself and for each director;
• Costs for obtaining a digital signature kit (so-called “smartcard”), which is mandatory for the director(s) for filing the relevant documents with the Chamber of Commerce;
• €30.00 for filing the communication of the start of the activity (‘activation of the social object’, filed with the modulo S5) with the Chamber of Commerce.

For a (minimum) amount of ca. €16,000.00–18,000.00 (including minimum capital).

Costs for Maintaining and Managing an s.r.l. in Italy

As for maintaining and managing an s.r.l. in Italy, the costs and the expenses depend heavily on the activity carried out (and the profits generated), as well as on the location chosen (which impacts expenses such as utilities and rent) and on the contracts stipulated with the various subjects involved (e.g. utility providers and service providers, as well as material procurement, if applicable).

The usual costs and expenses entail the following:

• Yearly registration fee within the Chamber of Commerce: €200.00 (minimum);
• Yearly statutory book authentication fee: €309.87;
• Filing of deeds and documents with the Chamber of Commerce: ca. €60.00 (balance sheet) / €90.00 (other deeds and documents) + ca. €67.00 (stamp duties);
• Stamp and administrative duties for the corporate books’ authentication at the Chamber of Commerce: €16.00 every 100 book pages + €25.00 for each book;
• General corporate taxes, namely:
  1. the national IRES (tax on company revenue), with a tax rate of 24% calculated on the taxable base (unless the s.r.l. opts for the so-called “transparency regime” accounting method, under which the IRES is substituted by the taxation on the income of the natural persons[6]);
  2. the regional IRAP (regional tax on productive activities), whose tax rate varies depending on the Region of incorporation and the activity performed (with a current average ordinary tax rate of 3.90% calculated on the taxable base);
• Specific corporate taxes depending on the actual activity performed (e.g. the so-called “web tax” for digital services);
• VAT (value-added tax, whose ordinary tax rate is currently 22%) on products and services sold within the national territory – though technically not a cost for the company, it must be regularly paid;
• General income taxes and contributions if the company has employees and/or paid administrators (IRPEF on the revenues of the natural persons; IRPEF Regional and Municipal Additional Taxes; INPS and INAIL contributions);
• Other taxes and fees if applicable (e.g. IMU, TASI, and TARI on real estate and connected services);
• Other specific duties such as custom duties or excise duties (though technically not a cost for the company);
• Tax on dividends distributed amongst the shareholders, depending on the nature of the shareholder (natural person, partnership, company) and on the amount of their share;
• Payment of specific company bodies (e.g. director(s), statutory auditors);
• Annual fee for external auditing (if applicable);
• Compulsory insurances depending on the activity sector and type;
• Other non-compulsory insurances (e.g. liability insurance);
• Compulsory staff training (e.g. safety in the workplace);
• Other non-compulsory staff training (if applicable);
• Fees for union or association membership(s), e.g. Cassa Edile (for construction companies), ConfCommercio, Unindustria, etc. (if applicable);
• Certified e-mails maintenance fees;
• Digital signature(s) maintenance fees;
• Bank account management fees;
• Utilities (e.g. electricity, gas, water, etc.);
• Rent (if applicable);
• Material (if applicable);
• Equipment and supplies;
• Services (e.g. management software, cloud computing, website design and maintenance, cleaning services, marketing and advertisement services, etc.);
• Accounting and tax management (starting from a minimum of ca. €3,000.00 per year for small businesses);
• Trademark and/or Patent registration fees (if applicable);
• Fees for legal counsel and/or assistance (if applicable);
• Advisory fees for specialised compliance areas, e.g. labour and employment, data processing (if applicable);
• Other costs and expenses based upon various factors – such as activity performed, location, change in legislation at any level (national, regional, municipal).

Note on the New Legislative Decree no. 123/2025: The Registration Fees Regime Starting on 1^st January 2026

On 1^st August 2025, the Government adopted Legislative Decree no. 123/2025, published in the Official Journal on 12 August 2025. The new legislation amends and substitutes all previous provisions governing registration fees and other indirect taxes (imposte di registro e altri tributi indiretti) and will be applicable starting 1^st January 2026.

For the s.r.l., this translates into the following specifically relevant provisions:

• • Registration fees of company contributions (initial or subsequent):
    1. 2%, 9% or 15% (depending on the estate type) of the real estate value contributed to the company as property or under another real estate right (with a minimum of €1,000.00); 4% under specific circumstances;

2. €200.00 for other types of contribution (but watercraft are subject to a different fixed registration fee[7]).

• Registration fee of declarative acts, documents or deeds: 1% of the value of the goods or obligations declared therein (except watercraft).
• Registration fee of other documents, acts, deeds: €200.00.

 

Conclusion

Incorporating and maintaining an s.r.l. entails a structured process, but it remains the most practical and reliable vehicle for doing business in Italy and is particularly suitable for foreign investors and entrepreneurs. While the financial and administrative commitments may appear significant, the advantages of limited liability and flexible governance make it especially attractive for small and medium-sized enterprises seeking to establish a presence in the Italian market. Careful planning at the outset – supported by legal and tax professionals – ensures that the company is structured efficiently, compliant with Italian law, and well positioned to benefit fully from the protections and opportunities afforded by this company type.

 

 

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[1] The only exception to this rule is the s.a.p.a., which is a blend of a partnership and a joint-stock company (s.p.a.), and within which only the limited partners, soci accomandanti (and not the general partners, soci accomandatari) enjoy a full asset separation.

[2] The core provisions of this programme are set within Law Decree no. 179 of 18 October 2012, which was converted with amendments into Law no. 221 of 17 December 2012. A series of other legislative acts and ministerial decrees implement the framework.

[3] The thresholds relate to the total amount of assets or revenues, or the total number of people employed.

[4] Art. 2463-bis of the Italian Civil Code, introduced in 2012. The standard form for the deed of incorporation (which also contains the provisions for the articles of association) is provided by the ministerial decree of the Minister of Justice no. 138 of 23 June 2012.

[5] Pursuant to section 3, par. 3, of Law Decree no. 1 of 24 January 2012, as amended by Law no. 27 of 24 March 2012.

[6] This regime is permitted under certain cases and is optional. See sections 115 and 116 of Presidential Decree no. 917 of 22 December 1986 (Testo Unico delle Imposte sui Redditi – T.U.I.R.).

[7] As provided by Annex I – Part I – section 7 of Legislative Decree no. 123 of 1^st August 2025.