Setting up a Limited Liability Company (SRL) in Italy

A limited liability company in Italy is known as a Societa a Responsabilita Limitata or SRL. This type of company is usually intended to meet the needs of a small business. Due to the company law reform, limited liability companies in Italy became rather flexible and easy to run. This is why this type of company is quite popular among foreign investors who decide to set up a business in Italy.

Capital

The initial share capital for a limited liability company in Italy must be at least 10,000 EUR. At least a quarter of the cash contribution must be deposited in a bank account prior to the company’s incorporation. If the company has only one owner, then the initial capital must be paid in full before incorporation. Contributions in kind are also accepted, but they must be valued by a register auditor. The capital is divided into quotas which can be freely transferred unless otherwise specified in the articles of association.

Shareholders

A limited liability company in Italy must have at least one shareholder. If there are more founders, each of them holds quotas according to their initial contribution. Quotas are a variable percentage of the company’s capital. 

Management

Management power in an Italian limited liability company can be granted to a sole director, a board of directors or to more than one director acting with independent powers. The company’s articles of association can mention the maximum number of directors. Some resolutions may be taken by only signing a written document without having to organise a formal meeting, while some decisions must be taken in a formal partners’ meeting. 

Control

A board of statutory auditors must be appointed in a limited liability company in Italy. Accounting records must be kept on all transactions undertaken by the company, as well as a complete list of balances and financial statements. 

Other requirements

The law states that there are some cases when the partners can withdraw from the company, such as change of the company’s activity or type of company, division of the company, transfer of offices abroad, changes in the partners’ rights for management or distribution of profits. In addition, other causes for withdrawal can be stated in the company’s articles of association. 

BridgeWest can offer detailed information how to start a company in Italy.