Italian SRL (Società a Responsabilità Limitata) requires €10,000 minimum capital and Camera di Commercio registration. Formation takes 10-15 business days. Notary deed required (€1,500-3,000). Annual compliance includes corporate tax (24%), regional tax (IRAP 3.9%), and annual Camera di Commercio fee (€200-300). Italy's complex bureaucracy offset by access to €2 trillion GDP market and EU single market.
Italy SRL Formation
SRL (Società a Responsabilità Limitata) is Italian equivalent of LLC. Most common business structure for small-medium enterprises.
Minimum capital: €10,000 (must be deposited before registration). Can contribute 25% upfront (€2,500), remainder within first year.
Formation Process
Step 1: Reserve company name at Camera di Commercio (Chamber of Commerce). €50 fee, holds 30 days.
Step 2: Open Italian bank account, deposit €10,000 minimum capital (or €2,500 if using simplified SRL).
Step 3: Notary deed (atto costitutivo). Notary reviews articles of association, verifies identity. €1,500-3,000 notary fee.
Step 4: Register with Camera di Commercio. Obtain REA number (business registry), VAT number (Partita IVA), tax code (codice fiscale).
Simplified SRL Option
Italy offers "SRL semplificata" - simplified SRL with €1-9,999 capital. Lower notary fees (€0-500). Standardized articles of association (no customization).
Good for startups with limited capital. Cannot customize corporate structure. Regular SRL more flexible for growth.
Name Requirements
Must include "S.R.L." or "Società a Responsabilità Limitata". Cannot conflict with existing registered companies.
Name must be checked against Camera di Commercio database and Italian trademark registry (UIBM - Ufficio Italiano Brevetti e Marchi).
Protected Terms
Cannot use: Banca, Assicurazione, Università without authorization. Geographic terms allowed but may require justification.
Tax Considerations
Corporate income tax (IRES): 24% flat rate on profits. Regional production tax (IRAP): 3.9% on value added (varies by region).
Combined effective rate: ~27-28% for most businesses. Dividend withholding: 26% for Italian residents, varies for foreign shareholders.
VAT Registration
Italian VAT (IVA): 22% standard rate. Required for all businesses selling goods/services in Italy. Monthly or quarterly filing depending on revenue.
EU VAT rules apply. Intra-EU sales may qualify for 0% rate with proper documentation. Reverse charge for B2B services.
Annual Compliance
Annual financial statements: Must be approved by shareholders, filed with Camera di Commercio. Balance sheet, income statement, notes required.
Corporate tax return: Due 9 months after fiscal year end. Most Italian companies use calendar year (file by September 30).
Camera di Commercio annual fee: €200-300 depending on revenue. Due each year to maintain registration.
Director Requirements
Minimum one director (amministratore unico) or board of directors. No Italian residency required but recommended for banking, operations.
Directors must have clean criminal record. Cannot be bankrupt or banned from holding corporate positions.
Statutory Auditor
Companies exceeding certain thresholds must appoint statutory auditor (sindaco) or board of auditors. Thresholds: €4.4M revenue, €4.4M assets, or 50 employees (two of three).
Auditor reviews financial statements, ensures compliance. Additional cost: €2,000-5,000/year.
Italy vs Other EU Markets
Italy €10,000 capital + 24% tax vs Spain €3,000 + 25% tax: Spain lower barrier to entry.
Italy vs Germany (€25,000 GmbH): Italy half the capital requirement, similar tax rates.
Market Access
Italy 60 million population, €2 trillion GDP. 3rd largest EU economy. Strong manufacturing (fashion, automotive, machinery), tourism, food sectors.
Milan financial hub. Rome government center. Made in Italy brand valuable globally for fashion, luxury goods, food products.
Foreign Ownership
No restrictions on foreign ownership of Italian SRL. Non-EU shareholders may need Italian tax code (codice fiscale) obtained from consulate or in Italy.
Foreign directors common. However, having Italian-resident director simplifies banking, government interactions.
Banking Challenges
Opening Italian business bank account difficult without local presence. Many banks require in-person meeting in Italy.
Non-resident directors face extra scrutiny. Consider appointing Italian-resident director or using international banks with Italian operations.
Common Mistakes
Underestimating bureaucracy: Italy ranks low on ease of doing business. Budget 2-3 months for full setup including bank account.
Not hiring commercialista (accountant): Italian tax law complex. Professional guidance essential. DIY accounting leads to penalties.
Skipping trademark search: Camera di Commercio checks name availability but not trademark conflicts. Separate UIBM search needed.
When Italy Makes Sense
Choose Italian SRL if: Selling to Italian market, Made in Italy branding important, EU market access needed, fashion/luxury/food industries.
Best for: Fashion brands, luxury goods, food/wine exports, manufacturing with Italian suppliers, tourism businesses.
Consider alternatives if: Need simpler setup (Estonia e-Residency), lower capital (Spain SL €3,000), or English-language jurisdiction (Ireland Ltd).
Italian Bureaucracy Reality
Italy notorious for complex bureaucracy. Digital transformation slow. Many processes still require physical presence, wet signatures.
SPID (digital identity) system improving but not universal. Plan for in-person visits to notary, Camera di Commercio, potentially tax office.
Regional Variations
Northern Italy (Milan, Turin) more efficient. Southern regions may have slower processing. Rome as capital paradoxically slower than Milan for business matters.
Choose registration location strategically. Milan preferred for international businesses despite higher costs.
Trademark Lens verifies Italian company name availability before €2,500-4,500 formation costs.