deed of incorporation
Atto Costitutivo, What the Italian Deed of Incorporation Contains
By Elena Riva, Formation and Register Lead, Milan · Reviewed by Stefano Colombo · Updated 12 October 2026
Rules as in force in 2026
A notary receives the deed with the parties present, in person or, for a qualifying S.r.l. or S.r.l.s., by videoconference.
The atto costitutivo is the deed of incorporation of an Italian company: a public deed, received by a notary, that forms an S.r.l., S.r.l.s. or S.p.A. It states nine, six or thirteen things by vehicle (Civil Code Arts. 2463, 2463-bis and 2328). The notary files it within 10 days (Art. 2330(1) c.c.), and the company exists once the Register of Companies enters it.
What is the atto costitutivo?
The atto costitutivo (deed of incorporation) is the act that forms an Italian capital company: a contract between two or more founders, or one founder's unilateral act, which gives a single-member company (società unipersonale). For the S.r.l. and the S.p.A. the Civil Code requires a public deed, an atto pubblico (Arts. 2463 and 2328 c.c.). It is the step of setting up your company in Italy where the structure is written down.
A notary (notaio), a public official, receives it with the parties present, investigates their will, directs the drafting, makes sure of their identity, has the deed read and refuses an act forbidden by law (L. 89/1913, Arts. 28, 47, 49 and 51). We prepare the parties' papers and coordinate; the notary drafts and receives the deed.
Signing does not create the company: it acquires legal personality on entry in the Register of Companies (Registro delle Imprese), and those who act in its name before that are jointly and without limit liable (Art. 2331 c.c.).
What must the deed of an S.r.l. contain?
The S.r.l. (società a responsabilità limitata, private limited company) is formed by public deed, and Art. 2463(2) of the Civil Code lists nine things the deed states, given here as rules in the statute's order (D.M. 155/2022, whose notes reproduce Arts. 2463 and 2463-bis). Art. 2463(3) applies Arts. 2329 to 2332 and 2341, so the notary's 10-day filing term reaches the S.r.l. too.
- Each member's identity: name or company name, birth or State of constitution, domicile or seat, citizenship.
- The name, with società a responsabilità limitata, and the municipality of the seat and secondary seats.
- The corporate object (oggetto sociale).
- The capital (capitale sociale), not lower than EUR 10,000, subscribed and paid.
- Each member's contributions (conferimenti) and the value given to assets in kind.
- Each member's quota (quota di partecipazione).
- The rules of operation, including administration and representation.
- The administrators, and any person charged with the statutory audit.
- The approximate incorporation expenses charged to the company.
Item 2 names the municipality, not the street. A capital below EUR 10,000 is the same deed with a lower item 4: from EUR 1, in cash, paid in full to the administrators, with one fifth of net profit to reserve until reserve and capital reach EUR 10,000 (Art. 2463(4)-(5) c.c.). Payment and tax codes are covered under forming an Italian S.r.l.
Why does an S.r.l.s. deed state six things, not nine?
The S.r.l.s. (società a responsabilità limitata semplificata, simplified private limited company) is formed by natural persons only, on the ministerial standard model (modello standard tipizzato), whose clauses cannot be varied (Art. 2463-bis(1)-(3) c.c.). It does not carry the nine items of the ordinary deed: Art. 2463-bis lists six.
The six are: the member's identity; the name, with the words società a responsabilità limitata semplificata, and the municipality; the capital, from EUR 1 to below EUR 10,000, subscribed and fully paid at formation to the administrative body; the requirements of items 3, 6, 7 and 8 of Art. 2463(2); the place and date of signature; and the administrators. Nothing matches items 5 and 9.
The notaries' council says the S.r.l.s. has no statute in a technical sense, only standard clauses. The deed and its Register entry are exempt from stamp duty and secretarial fees, with no notary fees (Art. 3(3) D.L. 1/2012); whether registration tax is due on it is unresolved, so this page never calls it free.
What must the deed of an S.p.A. contain?
The S.p.A. (società per azioni, joint-stock company) is formed by contract or unilateral act, by public deed, and Art. 2328(2) of the Civil Code lists thirteen contents, read here in the 2003 enacting text (D.Lgs. 6/2003). The vehicle itself is covered under forming an Italian joint-stock company.
Who
Item 1: the identity of the members and promoters, and the shares assigned to each.
What and for how long
Item 2, the name and the municipality of the seat; item 3, the object; item 13, the duration, or for an indefinite company a period of at most one year after which a member may withdraw (recesso).
Money
Item 4, the capital subscribed and paid; item 5, the shares and the conditions of their circulation; item 6, the value of contributions in kind; item 7, profit distribution; item 8, benefits to promoters.
Running the company
Item 9, the system of administration, the directors, their powers and who represents the company; item 10, the number of sindaci (the board of statutory auditors, collegio sindacale); item 11, the first directors and sindaci, or the supervisory board.
Cost
Item 12, the incorporation expenses. Beside the list: minimum capital EUR 50,000 (Art. 2327 c.c.), and at least 25 percent of cash contributions deposited in a bank, all of it for a sole founder (Art. 2342 c.c.).
The three deeds side by side
One act, three regimes, set side by side by the conditions the law attaches to each. No column says which vehicle suits a founder.
| S.r.l. | S.r.l.s. | S.p.A. | |
|---|---|---|---|
| Who may found | Any founder, by contract or unilateral act | Natural persons only, by contract or unilateral act | Members and promoters named in the deed, by contract or unilateral act |
| Form | Public deed received by a notary | Public deed on the ministerial standard model | Public deed received by a notary |
| Contents | Nine, Art. 2463(2) c.c. | Six, Art. 2463-bis c.c.; the clauses cannot be varied | Thirteen, Art. 2328(2) c.c. |
| Statute | The rules of operation are item 7 of the deed | Standard clauses only; the notaries' council: no statute in a technical sense | An integral part of the deed that prevails over it, Art. 2328(3) c.c. |
| Capital in the deed | At least EUR 10,000, subscribed and paid; or EUR 1 to below EUR 10,000 in cash, paid in full | EUR 1 to below EUR 10,000, fully paid at formation | At least EUR 50,000; 25 percent of cash contributions in a bank, all of it for a sole founder |
| Online route | Yes, with a seat in Italy and cash capital | Yes, on the same conditions | No |
| Notary's fee | Agreed on engagement; capped on the online uniform models | None due | Agreed on engagement |
| Stamp duty and secretarial fee | Due (see the state charges below) | Exempt, for the deed and the Register entry | Due (see the state charges below) |
Sources: D.M. 155/2022 notes; D.Lgs. 183/2021; D.L. 1/2012; as in force in 2026.
Five questions run through all three deeds
S.r.l.
nine contents, Art. 2463(2) c.c.
- Whoitem 1each member's identity
- Whatitems 2, 3the name and the municipality of the seat; the object
- Moneyitems 4 to 6the capital; each member's contributions; each member's quota
- Runningitems 7, 8the rules of operation; the administrators and any auditor
- Costitem 9the incorporation expenses
S.r.l.s.
six contents, Art. 2463-bis c.c.
- Whoeach member's identity, natural persons only
- Whatthe name and the municipality; the object, by import of item 3
- Moneythe capital, from EUR 1 to below EUR 10,000, fully paid at formation; the quotas, by import of item 6
- Contributionsabsentnothing matches item 5
- Runningthe rules of operation and administration, by import of items 7 and 8; the administrators
- Signaturethe place and date of signature
- Costabsentnothing matches item 9
S.p.A.
thirteen contents, Art. 2328(2) c.c.
- Whoitem 1the members and promoters, and the shares assigned to each
- What and how longitems 2, 3, 13the name and the municipality of the seat; the object; the duration
- Moneyitems 4 to 8the capital; the shares and their circulation; contributions in kind; profit distribution; benefits to promoters
- Runningitems 9 to 11the system of administration and the directors; the number of sindaci (statutory auditors); the first directors and sindaci, or the supervisory board
- Costitem 12the incorporation expenses
Arts. 2463(2), 2463-bis and 2328(2) of the Civil Code, stated as rules; the S.p.A. list read in the 2003 enacting text. No column is marked as the right one.
What is the difference between the deed, the statuto and a shareholders' agreement?
In an S.p.A. the statuto (statute, the articles of association) holding the rules of operation is an integral part of the deed even when drawn up as a separate document. Where a clause of the deed and a clause of the statute conflict, the statute prevails (Art. 2328(3) c.c.).
In an S.r.l. item 7 puts the rules of operation in the deed itself, and Art. 2463, as the Ministry reproduces it, has no rule that a separate statute prevails. For the S.r.l.s., the notaries' council speaks of standard clauses, not a statute.
A shareholders' agreement (patti parasociali) is a third document: a private contract between members, on neither content list. Where it binds votes in an S.p.A. or its parent, limits the transfer of its shares or gives joint dominant influence, it lasts at most five years, even if the parties set longer; with no term, each party may withdraw on 180 days' notice (Art. 2341-bis c.c.). In a company on the risk-capital market it is declared at each meeting (Art. 2341-ter c.c.).
Which clauses do the founders choose?
The content lists above are what the law fixes. Inside them the founders choose clauses that decide control, exit and growth. The S.r.l. options and the S.p.A. share rules are read in the 2003 enacting text; the S.p.A. governance choice follows Art. 2380 c.c. as replaced by Art. 9(1)(b) D.Lgs. 47/2026, in force from 29 April 2026.
| Fixed by law | Chosen by clause (the deed may) | Basis | |
|---|---|---|---|
| S.r.l. | The nine contents of Art. 2463(2) | Give named members special rights on administration or profit distribution; restrict the transfer of quotas, which is free unless the deed says otherwise; where it makes quotas non-transferable or subjects their transfer to approval without conditions or limits, bar withdrawal for at most two years from formation or subscription; entrust management other than to the members; set how meetings are convened; let the directors increase the capital; allow debt securities | Arts. 2468(3), 2469, 2475, 2479-bis, 2481 and 2483 c.c., 2003 enacting text |
| S.r.l.s. | The six contents of Art. 2463-bis and the clauses of the standard model | Nothing beyond the model: its clauses cannot be varied | Art. 2463-bis c.c. |
| S.p.A. | The thirteen contents of Art. 2328(2) | Adopt one of the systems of administration and control of Art. 2380 as replaced from 29 April 2026; create share classes with different rights; set conditions on, or a ban of up to five years on, the transfer of registered shares | Art. 2380 c.c. as replaced by D.Lgs. 47/2026; Arts. 2348 and 2355-bis c.c., 2003 enacting text |
| Outside the deed | Nothing: a private contract on neither content list | A shareholders' agreement binding votes or transfers in an S.p.A. or its parent: at most five years; with no term, withdrawal on 180 days' notice | Arts. 2341-bis and 2341-ter c.c. |
Sources: D.Lgs. 6/2003; D.Lgs. 47/2026 Art. 9; as in force in 2026.
Who signs the deed, and do the founders have to be in Italy?
There are three routes to the notary: in person; through an attorney under a special power of attorney (procura speciale); or by videoconference, where the notary receives an electronic public deed (atto pubblico informatico) on the platform of the Consiglio Nazionale del Notariato (Art. 2 D.Lgs. 183/2021). The online route is open only to an S.r.l. or S.r.l.s. with its seat in Italy and capital paid in cash, and the notary receives it in every case if all parties live outside Italy (Art. 2(4)). The notaries' council dates the first possible online deed from 15 December 2021.
| Route | Vehicles | What the notary tests | What is excluded | Where the capital is paid |
|---|---|---|---|---|
| In person before the notary | S.r.l., S.r.l.s., S.p.A. | The parties' identity and will, the legality of the act, the reading of the deed (L. 89/1913); for a company founder, the power to represent and its beneficial owner; for non-EU parties, reciprocity | Nothing by route | S.p.A.: at least 25 percent of cash contributions in a bank, all of it for a sole founder; S.r.l.: as the deed states |
| Through an attorney (procura speciale) | A party who cannot attend | As in person; the form of the power is not covered on this page | Nothing stated | As in person |
| By videoconference (atto pubblico informatico) | S.r.l. and S.r.l.s. with a seat in Italy and cash capital | Identity by electronic means at the level of Art. 8(2)(b) or (c) of Regulation (EU) 910/2014; a digital or qualified electronic signature, which the notary can issue; the signing stops on doubt about identity, capacity or the power to represent | The S.p.A., an S.r.l. capitalised in kind, a company with its seat abroad | By bank transfer to the notary's dedicated account |
Sources: D.Lgs. 183/2021 Art. 2; L. 89/1913; D.Lgs. 231/2007 Art. 18; the notaries' council.
Can a foreign company or a non-EU citizen be a founder?
Item 1 of the S.r.l. list names a member by company name and State of constitution, and Art. 2 D.Lgs. 183/2021 limits the company being formed, not the parties, so a foreign corporate founder acting through its representative is not excluded. It cannot found an S.r.l.s., which takes natural persons only (Art. 2463-bis c.c.). The notary checks the representative's power and identifies the founder's beneficial owner (Art. 18(1) D.Lgs. 231/2007).
A non-EU citizen can undertake legal acts valid in Italy only where reciprocity exists, and the notaries' council explains that the notary checks it case by case. A non-EU citizen resident in Italy shows a valid residence permit or long-term permit before the act. Reciprocity extends to foreign legal persons under Art. 16 of the preliminary provisions to the Civil Code.
Online, the notary stops the signing and asks for physical presence on doubt about identity, capacity or the power to represent a company (Art. 2(5) D.Lgs. 183/2021). The decree sets an identification level, not a list of accepted national identities, so the notary confirms whether a founder abroad can sign online.
Booking a notary for an Italian deed? We prepare each party's papers and the clauses to decide, and coordinate the notary who receives the deed.
What does each party need before the signing?
What each non-resident party brings, from the rules on this page. It is not the notary's own checklist: the notary confirms what the deed requires.
- An identity document the notary can check (L. 89/1913, Art. 49).
- The Italian tax code: form AA4/8 for an individual, or the consulate for a resident abroad (Agenzia delle Entrate); see the Italian tax code for foreigners.
- For a company founder with no VAT-relevant activity, its tax code by form AA5/6.
- The company's PEC, its domicilio digitale (certified email address), registered before the notary files (Art. 16(6-bis) D.L. 185/2008, as in force in 2026).
- A personal PEC for the sole director, or the managing director, or failing those the chair (Art. 13(3) D.L. 159/2025).
- For a non-EU citizen resident in Italy, a valid residence or long-term permit.
- For a company founder, papers showing it exists, who represents it and who owns it.
- For a represented founder, the power of attorney, in the form the notary accepts.
- Documents issued abroad, legalised or apostilled and translated into Italian (Foreign Ministry).
Can the atto costitutivo be written in English?
Notarial deeds are written in Italian (Art. 54 L. 89/1913). If the parties declare that they do not know Italian, the deed may be drawn in a foreign language the witnesses and the notary know, with the Italian translation in front of the original or at its foot, both signed. Where the notary does not know the language, an interpreter chosen by the parties and sworn before the notary assists (Art. 55).
For the online route, D.M. 155/2022 has each chamber of commerce publish the standard models on its site, also in English (Art. 1(4)), in force since 5 November 2022; the Umbria chamber offers the S.r.l. and S.r.l.s. models in Italian and English. The uniform models of Art. 2(3) D.Lgs. 183/2021 are drawn in English too. Their clauses are not listed here.
What does the notary do, and how is the notary's fee set?
The notaries' council describes the notary's work at the deed as the usual legality control and specialist legal advice, with checks of identity and of the signature certificates. Online, the deed may be signed with a digital or other qualified electronic signature, which the notary can issue through the platform to a party who has none; the platform identifies at the level of Art. 8(2)(b) or (c) of Regulation (EU) 910/2014 (Art. 2(2) D.Lgs. 183/2021).
The fee has no official scale. The tariffs of the regulated professions were abolished (Art. 9(1) D.L. 1/2012), and the fee is agreed on engagement, with the client told in writing or digitally the complexity and expected costs (Art. 9(4)).
No notary fee is due on an S.r.l.s. deed (Art. 3(3) D.L. 1/2012), and on the online uniform models the fee is capped at half of Table C-Notai of D.M. 140/2012 (Art. 2(3) D.Lgs. 183/2021). This page prints no amount, the ceiling included; our own fee is quoted on request.
What happens after the deed is signed?
Each term below is labelled law or chamber rule; none is a promise of ours.
law set by statutechamber a chamber ruleno term no statutory term
Before the filing
- law the company PEC is registered, or the Register suspends the filing until it is added (Art. 16(6-bis) D.L. 185/2008, as in force in 2026)
From the signature
- 1
Deed signed
The notary, with the parties
- no term the clock starts here
- 2
Filing
The notary, with the Register of the seat's district
- law within 10 days of the deed (Art. 2330(1) c.c.)
- 3
Entry in the Register
The Register of Companies
- law without delay, at most 10 days from protocol, 5 if electronic (Art. 11(8) D.P.R. 581/1995)
- 4
Legal personality
The company
- law from the entry (Art. 2331 c.c.)
- 5
Confirmations
The chamber and the agencies
- chamber the chamber to the company PEC within 5 days; each agency within 7
- 6
First annual chamber fee
The company
- chamber within 30 days of the application
S.p.A. only not registered within 90 days of the deed: the sums return to the subscribers and the deed loses effect (law, Art. 2331(4) c.c.)
Legal and chamber ceilings only; the law sets no total
Before the filing: the company's PEC
Law a new company's filing without a registered domicilio digitale is suspended until it is added (Art. 16(6-bis) D.L. 185/2008, as in force in 2026); see the PEC address guide.
The notary pays the duties and files within 10 days
Law through the MUI and DIRE, which replaced the ComUnica software on 12 February 2026, the notary files with the Register of the seat's district within 10 days of the deed (Art. 2330(1) c.c., as amended by Law 12/2019).
The Register enters the company
Law after a check of formal regularity, without delay and at most within 10 days of protocol, or 5 for an electronic application (Art. 11(8) D.P.R. 581/1995).
Confirmations
Chamber rule: the Comunicazione Unica also carries the tax-code, VAT, INPS and INAIL requests; the chamber confirms to the company's PEC within 5 days, each agency within 7 (GuidaComUnica).
The company exists
Law legal personality starts on entry (Art. 2331 c.c.). If an S.p.A. is not registered within 90 days of the deed, the deposited sums go back to the subscribers and the deed loses effect (Art. 2331(4) c.c.).
Within 30 days: the first annual chamber fee
Chamber rule: EUR 120 for a new capital company in 2026, within 30 days of the application (Marche chamber); Milan debits it at an electronic filing or takes an F24. See Chamber of Commerce in Italy.
Then, outside the deed
Companies with legal personality report their beneficial owners to the Register, on the sanction of Art. 2630 c.c. (Art. 21(1) D.Lgs. 231/2007); the Bergamo chamber's notice of 25 June 2026 reports no term running yet (the beneficial owner register page). Then the bank account, VAT number and books.
What does the state charge on the deed?
These are the charges on the deed itself, each with its source and year. They are listed, not added; the incorporation filing carries no separate Register stamp duty (the chamber's table marks no amount in that column on the deed's line). The company's own taxes are other pages, and our fees are quoted on request.
| Charge | Amount | Basis and year | Note |
|---|---|---|---|
| Registration tax (imposta di registro) | EUR 200, fixed | Art. 26(2) D.L. 104/2013, which raised EUR 168 to EUR 200, with Tariff Part I Art. 4(1)(a)(5) D.P.R. 131/1986, as in force in 2026 | On a deed with cash contributions; whether due on an S.r.l.s. deed is unresolved; for contributions in kind not stated |
| Stamp duty on the deed (imposta di bollo) | EUR 156; EUR 300 where real estate is contributed | Romagna chamber stamp-duty and MUI table | Paid by the notary through the MUI |
| Secretarial fee (diritti di segreteria) | EUR 90 | Romagna chamber fee table, revision 16 of 27 January 2026 | For entering the deed with the sole-member notice |
| First annual chamber fee (diritto annuale) | EUR 120 for a new capital company; EUR 66 for a foreign company's branch | Marche chamber 2026 table; Milan chamber | Within 30 days of the application; Milan debits it at an electronic filing or takes an F24 within 30 days |
| S.r.l.s. relief | Deed and Register entry exempt from stamp duty and secretarial fees; no notary fees | Art. 3(3) D.L. 1/2012 | The registration tax is not named in the exemption |
| Notary's fee | No official scale | Art. 9(1), (4) D.L. 1/2012; Art. 2(3) D.Lgs. 183/2021 | Agreed on engagement against a written or digital estimate; capped on the online uniform models; no amount printed |
| Company procura filing | Not a formation cost | Rome chamber fee table | The Register filing of a company's own procura (Art. 2206 c.c.), not the founder's power to sign the deed |
Sources: Romagna chamber, stamp duty through the MUI; Romagna chamber, secretarial fees, revision 16; the Marche, Milan and Rome chambers.
How is the deed changed after registration?
Once the company exists, the deed changes by a decision of the members or shareholders minuted by a notary (verbale), filed by that notary and effective only on registration, with the full updated statute deposited (Arts. 2436 and 2480 c.c., read in the 2003 enacting text). Conversions, mergers and seat moves are covered under restructuring an Italian company.
| Change | Who decides and minutes | Who files | Term | Is the deed amended? |
|---|---|---|---|---|
| S.p.A. statute amendment | The shareholders; a notary minutes the decision | The notary who minuted it | Within 30 days under the 2003 enacting text of Art. 2436; effective only on registration; the full updated statute deposited | Yes, by notarial minute |
| S.r.l. amendment | The members; a notary minutes, under the S.p.A. filing rule (Art. 2480 c.c., 2003 text) | The notary | As for the S.p.A.; the updated statute deposited at EUR 65 stamp duty and EUR 60 secretarial fee | Yes, by notarial minute |
| Seat move within the same municipality | The administrative body | The administrative body, with the new address and no deed attached (Art. 111-ter disp. att. c.c.) | Not stated here | No: the deed names only the municipality |
| Seat move to another municipality | A members' resolution minuted by a notary under Art. 2436 c.c. | That notary | As for an amendment | Yes, by notarial minute |
| A new name, object, capital or governance rule | The members or shareholders, by notarial minute, because each is a content of the deed; a capital increase may instead be decided by the directors where the deed gives them that power, their decision minuted by a notary (Art. 2481 c.c.) | The notary | As for an amendment | Yes, by notarial minute |
| A change of S.r.l. members (quota transfer) | The parties to the transfer deed, which may be signed digitally | The authenticating notary, or for a digitally signed deed an authorised intermediary, at the Register | Within 30 days (Art. 2470(2) c.c.; Art. 36(1-bis) D.L. 112/2008) | No: the deed and statute stay as they are |
Sources: D.Lgs. 6/2003; the Rome chamber; D.L. 112/2008 Art. 36; Romagna chamber.
Is the deed the proof that the company exists?
No. The deed records how the company was formed; the company exists from its entry in the Register. The Register's extract (visura) gives official data on a registered business but is not a certification and cannot be set against third parties, as the Registro Imprese states. Where proof is required, the document is the Register's certificate (certificato camerale).
So proof that the company exists comes from the Register, not from the deed. Reading an extract, and what a certificate adds, is set out in our Italian business register walkthrough.
From our practice: a worked example of a foreign parent's S.r.l. deed
A worked example from this page's rules, not a client case. A foreign company forms a single-member S.r.l. with an Italian seat and cash capital; the S.r.l.s. is closed to it, so the deed states the nine items of Art. 2463(2) c.c. Its representative may join by videoconference. The parent's tax code comes by form AA5/6, and both PECs come before the filing. The notary files within 10 days (Art. 2330(1) c.c.). We check the parent's papers, prepare the clauses for decision and coordinate the notary.
Elena Riva, Formation and Register Lead, Milan, runs the formation file from the first identity document to the Register entry: the tax codes, the papers for the notary, the company PEC and the coordination of the filings that follow.
What has to be decided before the deed is drafted?
The vehicle, by its conditions. The S.r.l.s. takes natural persons only, on a fixed model; the S.r.l. takes any founder, with EUR 10,000 of capital or the low-capital variant from EUR 1; the S.p.A. needs EUR 50,000 and is not on the online route (Arts. 2463, 2463-bis and 2327 c.c.; Art. 2 D.Lgs. 183/2021). The conditions are weighed in choosing between an S.r.l., an S.r.l.s. and an S.p.A. for an Italian venture.
Who signs, and how: in person, by attorney, or online where the vehicle allows; for a corporate founder, what the notary will need to see about its representation and ownership.
The clauses: administration, special rights, transfer limits and the withdrawal bar, delegated capital increases, the S.p.A. governance system, and any shareholders' agreement beside the deed. This page lists the decisions and names none as right for a reader.
Sources
- Art. 2330(1) Civil Code: the notary files the deed of incorporation within 10 days, as amended by Law 12/2019 (Modena Chamber of Commerce)
- D.M. 155/2022 and its notes reproducing Arts. 2463 and 2463-bis: the nine and six contents, the standard models (Normattiva)
- D.Lgs. 183/2021, Art. 2: the videoconference deed, parties abroad, the notary's right to stop, the English models, the fee cap (Normattiva)
- D.P.R. 581/1995, Art. 11: the Register's entry terms (Normattiva)
- D.L. 1/2012, Art. 9: no tariff for the regulated professions, the fee agreed on engagement (Normattiva)
- L. 89/1913, Art. 54: the language of the notarial deed (Normattiva)
- The online S.r.l. and S.r.l.s. deed and its standard models, in Italian and English (Umbria Chamber of Commerce)
- Stamp duty and payment through the MUI (Romagna Chamber of Commerce)
- Secretarial fees, revision 16 of 27 January 2026 (Romagna Chamber of Commerce)
- Legalisation, apostille and translation of documents issued abroad (Ministry of Foreign Affairs)
- The simplified S.r.l.: a standard model and no statute in a technical sense (Consiglio Nazionale del Notariato)
- Notarial services for foreigners: reciprocity and the residence permit (Consiglio Nazionale del Notariato)
Also cited, by article or by name: the Civil Code (Arts. 2327, 2328, 2329 to 2332, 2341, 2341-bis, 2341-ter, 2342, 2348, 2355-bis, 2380, 2436, 2463, 2463-bis, 2468, 2469, 2475, 2479-bis, 2480, 2481, 2483, 2630 and Art. 16 of the preliminary provisions); D.Lgs. 6/2003; D.Lgs. 47/2026 Art. 9; L. 89/1913 Arts. 28, 47, 49, 51 and 55; D.L. 1/2012 Art. 3; D.L. 185/2008 Art. 16; D.L. 159/2025 Art. 13; D.L. 104/2013 Art. 26; D.P.R. 131/1986; D.L. 112/2008 Art. 36; D.Lgs. 231/2007 Arts. 18 and 21; the Register's Comunicazione Unica and GuidaComUnica pages; the Agenzia delle Entrate's tax-code pages; the Marche, Milan, Rome and Bergamo chambers; the notaries' council's page on the online S.r.l.
Frequently asked questions
What is the atto costitutivo?
The atto costitutivo, or deed of incorporation, is the public deed by which an Italian S.r.l., S.r.l.s. or S.p.A. is formed, by a contract between two or more founders or by the unilateral act of one founder. A notary receives it, and the company exists only once the Register of Companies enters it.
What must the deed of an S.r.l. contain?
Nine items under Art. 2463 of the Civil Code: each member's identity, the company name and the municipality of its seat, the corporate object, the capital subscribed and paid, each member's contributions and quota, the rules of operation including administration and representation, the administrators and any auditor, and the approximate incorporation expenses.
Does an S.r.l.s. deed carry the same nine items?
No. Under Art. 2463-bis of the Civil Code an S.r.l.s. deed states six things on a ministerial standard model whose clauses cannot be varied, and only natural persons can form one. It has no item on contributions or on incorporation expenses, and its capital runs from EUR 1 to below EUR 10,000.
What must the deed of an S.p.A. contain?
Thirteen items under Art. 2328 of the Civil Code, among them the shares and the conditions of their circulation, the rules on profit distribution, the system of administration with the number and powers of the directors, the number of statutory auditors, the first appointments and the company's duration.
Is the statuto a separate document from the deed?
For an S.p.A. the statute is an integral part of the deed even when drawn up as a separate document, and it prevails where the two conflict. For an S.r.l. the rules of operation are an item of the deed itself. For an S.r.l.s. the notaries' council says there is no statute in a technical sense.
Who signs the deed, and must the founders travel to Italy?
The parties sign before the notary in person, through an attorney, or by videoconference for an S.r.l. or S.r.l.s. with its seat in Italy and capital paid in cash. The notary receives the online deed even when every party lives abroad, and can stop it to ask for physical presence. An S.p.A. is not on the online route.
Can a foreign company be a founder of an Italian company?
The rule on the online deed limits the company being formed, not the parties, so a foreign company acting through its representative is not excluded by it. The notary checks the power to represent the company and, for non-EU parties, reciprocity. A foreign company cannot found an S.r.l.s., which takes natural persons only.
Can the deed be written in English?
Notarial deeds are written in Italian. If the parties declare that they do not know Italian, the deed may be drawn in a foreign language the notary and the witnesses know, with the Italian translation alongside, and a sworn interpreter assists where the notary does not know it. The chambers publish English versions of the online models.
What does the notary do, and what does the notary charge?
The notary receives the deed with the parties present, checks their identity and the legality of the act, advises and has the deed read. There is no official tariff: the fee is agreed on engagement against a written or digital estimate. No notary fee is due on an S.r.l.s., and the online uniform models carry a cap.
How soon is the deed filed, and when does the company exist?
The notary files the deed with the Register of Companies within 10 days. The Register enters the company without delay and at most within 10 days of protocol, or 5 days for an electronic application. The company acquires legal personality on that entry, not when the deed is signed.
What does the state charge at the deed?
For 2026: registration tax of EUR 200 on a deed with cash contributions, stamp duty of EUR 156 where no real estate is contributed, a secretarial fee of EUR 90 and a first annual chamber fee of EUR 120 for a capital company. Each is listed on its own; the incorporation filing carries no separate Register stamp duty.
How is the deed or the statute changed later?
By a decision of the members or shareholders minuted by a notary, who files it; the change takes effect once registered, and the updated statute is deposited with the Register. A seat move within the same municipality is filed by the directors with no deed attached, and a sale of S.r.l. quotas needs no new deed.
What is a shareholders' agreement, and is it part of the deed?
A shareholders' agreement (patti parasociali) is a separate private contract between members and appears on neither content list of the deed. Where it binds votes or share transfers in an S.p.A. or its parent, it lasts at most five years, and without a set term each party may withdraw on 180 days' notice.
Which clauses of the deed are optional?
In an S.r.l. the deed may give named members special rights, limit quota transfers and, where it bans transfer or requires approval, bar withdrawal for up to two years, shape management and meetings, let the directors increase the capital and allow debt securities. In an S.p.A. the statute chooses the system of administration and control, share classes and transfer conditions.
Is the deed the document that proves a company exists?
No. The deed shows how the company was formed. The Register's extract, the visura, gives official data on a registered company but is not a certification and cannot be set against third parties. Where proof is required, the document is the certificato camerale issued by the Register of Companies.
Next step. The S.r.l. or S.r.l.s. for a foreign founder, the deed received by a notary we coordinate: forming an Italian S.r.l.
Related pages
- Company Formation in Italy, Structured for Your Group
- Codice Fiscale for Foreigners and Companies in Italy
- Open an S.r.l. in Italy as a Foreign Founder
- S.p.A. Formation in Italy for Capital-Raising Companies
- Corporate Structuring in Italy for Groups and Founders
- Corporate Restructuring in Italy, from Conversion to Liquidation