Strategic formation of corporate structures in Italy
Company Formation in Italy, Structured for Your Group
Foreign groups and founders settle the Italian vehicle with us first. Then we prepare its formation, and a notary receives the deed.
- Milan office, Via Roma 78
- S.r.l. · S.r.l.s. · S.p.A. · branch
- Every figure cited to its source
- English and Italian
Milan, where our office prepares every formation file.
Our services, from the first structure to the yearly filings
Every service, grouped in the order the work runs.
Form the company
A new Italian company, from the deed to the numbers. Start with our S.r.l. formation service, company formation Rome or the registered office of an Italian company.
Structure the group
Which vehicle, which holding layer, how much capital and who governs, settled before anything is filed: our corporate structuring service, an Italian holding company or an S.p.A. in Italy.
Foreign parents and owners
A foreign parent opens a branch or a company through our branch or subsidiary set-up service. Owners abroad: a fiduciary mandate in Italy, only through a MIMIT-authorised società fiduciaria (fiduciary company), and opening a business account from abroad.
Tax registration and accounts
The registrations and books that follow the Register entry: Italian VAT registration for a UK company, our partita IVA for foreigners service, and the books with accounting company Italy.
Founders who move
When the founder will live in Italy, the residence route follows the structure: our founder visa service and the investor visa for Italy, each with its own conditions.
Licensing and IP
Regulated firms lodge their own CASP (crypto-asset service provider), e-money or payment-institution application; we prepare the file. Also intellectual property in Italy, registering a trade mark with the UIBM, the patent registration page and the Italian tax on crypto-asset gains.
Tax filing and payroll
The yearly cycle: filing the corporate return of an Italian company through an authorised intermediary, a tax adviser for an Italian company, and our payroll services overview, with payroll run by an enrolled consulente del lavoro (employment consultant).
Existing companies
Take over one of our ready-made Italian companies, or change a company you own through our corporate restructuring service. A notary receives every change to the statute.
Key figures in the Civil Code
- EUR 10,000standard capital of an S.r.l.Art. 2463 c.c.
- EUR 1lowest S.r.l.s. capital, paid in full in cashArt. 2463-bis c.c.
- EUR 50,000capital of an S.p.A.Arts. 2327 and 2342 c.c.
- 10 daysfor the notary to file the deedArt. 2330 c.c.
The five Italian vehicles side by side
Five options and the conditions the Civil Code attaches to each. Which one fits your group is decided with you, in a conversation. Discuss which vehicle fits
| Vehicle | Minimum capital | Who may found it | The deed | Liability | Control body |
|---|---|---|---|---|---|
| S.r.l. (società a responsabilità limitata), private limited company | EUR 10,000; or from EUR 1 to below EUR 10,000 paid in full in cash, with one fifth of yearly profit to reserve until reserve and capital reach EUR 10,000 (Art. 2463 c.c.) | one founder or several, individuals or companies; non-EU founders subject to reciprocity, unless lawfully resident in Italy | notarial public deed; by videoconference with the seat in Italy and cash capital | the company only, with a sole-member exception (Art. 2462 c.c.) | optional; mandatory in the Art. 2477 c.c. cases |
| S.r.l.s. (S.r.l. semplificata), simplified S.r.l. | from EUR 1 to below EUR 10,000, paid in full in cash at the deed (Art. 2463-bis c.c.) | natural persons only | notarial deed on the fixed standard model, no notarial fee; videoconference as the S.r.l. | as the S.r.l., so far as compatible | as the S.r.l., so far as compatible |
| S.p.A. (società per azioni), joint-stock company | EUR 50,000; 25% of cash contributions in a bank before the deed, 100% for one founder (Arts. 2327 and 2342 c.c.) | one founder or several, by contract or unilateral act (Art. 2328 c.c.) | public deed stating the administration system and the auditors; not by videoconference | the company only, with a sole-shareholder exception (Arts. 2325 and 2362 c.c.) | in the traditional system a collegio sindacale (board of statutory auditors) of 3 or 5 members plus 2 alternates (Art. 2397 c.c.) |
| Branch (sede secondaria) | none: not a separate legal entity | a foreign company with a secondary seat and permanent representatives (Art. 2508 c.c.) | in Milan, the parent's deed is deposited with an Italian notary, who signs the online application | the parent answers for its operations | not covered on this page |
| Subsidiary (società controllata) | as the form chosen, S.r.l. or S.p.A. | an Italian company controlled by the foreign investor; a parent cannot found an S.r.l.s. | as the form chosen | the subsidiary, a separate legal entity | as the form chosen |
Sources: Civil Code Book V, articles as cited in each cell; Invest in Italy, "Setting up a company" (capital figures, branch, subsidiary); Consiglio Nazionale del Notariato, simplified S.r.l. page; Art. 2 D.Lgs. 183/2021 (videoconference deed); notes to Art. 9 D.Lgs. 47/2026 (Art. 2397 c.c.); Milan Chamber of Commerce, secondary seat page.
For a corporate founder: a parent company cannot found an S.r.l.s., which is open to natural persons only (Art. 2463-bis c.c.). An ordinary S.r.l. may start from EUR 1, paid in full in cash (Art. 2463 c.c.).
How a formation runs, from decision to Register entry
law a term set by law or an official ruleno term no statutory term
- 1
Decide the structure
You, with us
- no term no statutory term
- 2
Prepare the people and the papers
Founders; a consulate or an Agenzia delle Entrate office
- no term no statutory term
- 3
Registered office and two PEC addresses
The company and its sole or managing director
- no term no statutory term
- 4
Capital and the deed
The notary
- no term no statutory term; one session
- 5
Filing and entry
The notary, then the Register
- law notary files within 10 days (Art. 2330 c.c.)
- law Register enters within 10 days of protocol, 5 electronically (Art. 11(8) D.P.R. 581/1995)
- 6
The numbers and the first duties
The chamber and the agencies
- law chamber confirms within 5 days, agencies within 7 (GuidaComUnica)
- law first chamber fee within 30 days of the application
The law sets no total
Decide the structure
You, as founder or for the parent's board, settle the vehicle with us: S.r.l., S.r.l.s., S.p.A., a branch or a subsidiary. The conditions of each are in the table above.
Statutory term none.
Prepare the people and the papers
Where a codice fiscale (Italian tax code) is needed, a non-resident applies at an Italian consulate or in person at an Agenzia delle Entrate office. Foreign documents are apostilled or legalised, then translated (Ministry of Foreign Affairs).
Statutory term none.
The registered office and two PEC addresses
The company's PEC (certified email) is a condition of the filing (Art. 16 D.L. 185/2008, as in force in 2026). The sole director or managing director (failing those, the chairman) registers a separate one (Art. 13(3) D.L. 159/2025). See the Italian certified email address.
Statutory term none before the filing.
Capital and the deed
Capital is paid in as each vehicle requires. The notary receives the deed in person, through an attorney, or by videoconference for an S.r.l. or S.r.l.s. with its seat in Italy and cash capital (Art. 2 D.Lgs. 183/2021). See our deed of incorporation overview.
Statutory term none. The deed is one session, booked with the notary.
Filing and entry
The notary files the deed within 10 days (Art. 2330 c.c., as amended by L. 12/2019). The Register enters the company within 10 days of protocol, 5 electronically (Art. 11(8) D.P.R. 581/1995). Read our Italian business register overview.
By law 10 days for the notary, 10 or 5 for the Register.
The numbers and the first duties
One Comunicazione Unica (single filing) carries the codice fiscale, partita IVA (VAT number), INPS and INAIL requests (Register of Companies). Then come the first chamber fee and the beneficial-owner communication (Art. 21(1) D.Lgs. 231/2007); the bank account is a separate step.
Official terms chamber confirms within 5 days, agencies within 7 (GuidaComUnica); first chamber fee within 30 days of the application (Marche chamber, 2026).
The company exists from its entry in the Register, not from the signature (Art. 2331 c.c.). The law sets no total time from instruction to registration.
What the Italian state charges to form a company, 2026
Each charge the state sets on a new company in 2026, with its source. The lines are separate charges and are not added into a total.
| Charge | Amount, 2026 | Who pays, how | Source |
|---|---|---|---|
| stamp duty (imposta di bollo) on the deed, no real estate contributed | EUR 156 | the notary, through the MUI (Modulo Unico Informatico, the electronic payment form) | Romagna Chamber of Commerce, MUI stamp-duty table |
| registration tax (imposta di registro), cash contributions | EUR 200, fixed measure | the notary, through the MUI | Art. 26(2) D.L. 104/2013 |
| secretarial fee (diritti di segreteria), deed entry with the sole-member notice | EUR 90 | with the Register filing | Romagna Chamber of Commerce fee table, revision 16 of 27 January 2026 |
| first annual chamber fee (diritto annuale) | EUR 120 for a capital company, S.r.l.s. included; EUR 66 for a branch | the company, within 30 days of the application | Milan Chamber of Commerce, 2026; Marche Chamber of Commerce, 2026 |
| notary's fee (onorario notarile) | no official tariff; agreed with a written estimate | the client, to the notary | Art. 9(1) and (4) D.L. 1/2012 |
| S.r.l.s. on the standard model | no notarial fee, stamp duty or secretarial fee on the deed and its entry | not applicable | Art. 3(3) D.L. 1/2012 |
| online uniform models | notary's fee capped at the Tabella C amount of D.M. 140/2012, halved | the client, to the notary | Art. 2(3) D.Lgs. 183/2021 |
The notary's fee is agreed in advance with a written estimate, since professional tariffs were abolished (Art. 9 D.L. 1/2012). Our own fee is quoted on request.
Enquiry
Tell us what you are setting up
Tell us who the founders are, where the parent sits and what the Italian company will do. Someone from the Milan office replies by email or phone, Monday to Friday, 09:00 to 18:00, Milan time.
Ready-made companies to take over
What is listed
Existing Italian S.r.l. companies, each shown on the list page with its details, ready to pass to a new owner.
How it changes hands
The quotas pass by a cessione di quote (transfer of quotas), signed as a notarial deed or with digital signatures.
How to ask
Each listing carries a Request button that opens our contact form with that company's reference, so we know which one you mean.
The people who prepare your file
Stefano Colombo
Head of Corporate Structuring
Elena Riva
Formation and Register Lead
Andrea Sala
Tax and Cross-Border Compliance Lead
Silvia Brivio
Regulatory and Founder Mobility Lead
All four work from Via Roma 78, Milan.
We prepare and coordinate; the notary receives the deed. FormaItalia is not a notary, a law firm, an accountant or a bank.
Frequently asked questions
Does FormaItalia sign the deed in place of a notary?
No. The deed of every S.r.l., S.r.l.s. and S.p.A. is a public deed that only a notary receives (Arts. 2328, 2463 and 2463-bis c.c.). FormaItalia prepares the file, coordinates the notary and follows the filings with the Register. We are not a notary, a law firm, an accountant or a bank.
Do we have to travel to Italy to sign the deed?
Not for an S.r.l. or S.r.l.s. with its seat in Italy and cash capital: the notary can receive it by videoconference, and receives it in every case when all parties live abroad (Art. 2(1) and (4) D.Lgs. 183/2021). An S.p.A. is outside that route: founders attend in person or an attorney signs in Italy under a special power of attorney.
Can a foreign company own an S.r.l.s.?
No. Only natural persons may found an S.r.l.s. (Art. 2463-bis c.c.), as the Consiglio Nazionale del Notariato confirms. A corporate founder forms an ordinary S.r.l.: capital from EUR 1 to below EUR 10,000 if paid in full in cash, with one fifth of yearly profit to reserve until reserve and capital reach EUR 10,000 (Art. 2463 c.c.).
How long does it take to set up a company in Italy?
The law sets no total. The notary files the deed within 10 days (Art. 2330 c.c., as amended by L. 12/2019). The Register enters the company within 10 days of protocol, 5 for an electronic application (Art. 11(8) D.P.R. 581/1995). The chamber confirms within 5 days, each agency within 7. Preparation abroad has no statutory term.
How much does it cost to set up a company in Italy?
The 2026 state charges: stamp duty on the deed EUR 156, registration tax EUR 200, secretarial fee EUR 90, and a first annual chamber fee of EUR 120, or EUR 66 for a branch (Milan chamber). The notary's fee has no official tariff and is agreed in writing (Art. 9 D.L. 1/2012). Our own fee is quoted on request.
Is the S.r.l.s. free to set up?
No. On the ministerial standard model, the deed and its entry in the Register carry no notarial fee, no stamp duty and no secretarial fee (Art. 3(3) D.L. 1/2012). The first annual chamber fee of EUR 120 still applies to an S.r.l.s., as the Milan Chamber of Commerce lists it for 2026.
Does every founder need an Italian tax code before the deed?
A non-resident applies for a codice fiscale at an Italian consulate or in person at an Agenzia delle Entrate office. Where none was assigned, Art. 6 D.P.R. 605/1973, as in force to 31 December 2026, meets the duty with personal data and the foreign domicile. Whether notaries accept that route is open; we check before the deed.
Is there an LLC in Italy?
The S.r.l. (società a responsabilità limitata) is the functional match: only the company answers for its obligations with its assets (Art. 2462 c.c.). A sole member answers without limit on insolvency, for a period in which the contributions were not fully paid or the sole-member notice was not filed. The S.r.l.s. is its simplified form for individual founders.
Can a foreigner start a company in Italy?
Yes. Citizens and legal persons of non-EU countries may perform acts valid in Italy only where reciprocity exists (Art. 16 of the preliminary provisions of the Civil Code), unless a special law exempts them, as for a non-EU national lawfully resident in Italy. The notary checks that condition case by case. We ask every founder's nationality at the first call.
When does the company exist?
On its entry in the Register, not on the day the deed is signed (Art. 2331 c.c., which applies to the S.r.l. through Art. 2463). Anyone who acts in the company's name before that entry answers jointly and without limit for those acts. The term the Register has for that entry is in step 5 above.
Do we register separately for VAT, INPS and INAIL?
No. One Comunicazione Unica carries the Register entry, the requests for the codice fiscale and the partita IVA, the INPS registration and the INAIL insurance position, as the Register of Companies describes it. Since 12 February 2026 the filing is sent through the DIRE software, which replaced ComUnica; the procedure itself is unchanged.
Why does the company need two PEC addresses?
They meet two different duties. The company's PEC is a condition of its filing: without it the Register suspends the application (Art. 16(6-bis) D.L. 185/2008, as in force in 2026). The sole director, managing director or chairman registers a personal PEC that may not coincide with the company's (Art. 13(3) D.L. 159/2025, as reported by the Milan chamber).
Ready to decide your Italian structure?
Send us the group chart and the plan for Italy; we come back with the questions that settle the vehicle.