Holding Company Set-Up in Italy
The holding layer of the group chain, executed: deed, participations booked, and the tax steps coordinated.
corporate structuring
Corporate Structuring in Italy for Groups and Founders
Before anything is filed: who holds the Italian company, which vehicle, what capital, governance and clauses, and whether an Italian holding sits in the chain, each with its article. You decide; a notary receives the deed.
- S.r.l. from EUR 10,000, or from EUR 1 with a profit reserve (Art. 2463 c.c.)
- S.p.A. capital EUR 50,000 (Art. 2327 c.c.)
- S.r.l.s.: natural persons only, so no corporate member (Art. 2463-bis c.c.)
- IRES 24% for all three vehicles (Agenzia delle Entrate)
The vehicle, the capital and the clauses are settled first; then a notary receives the deed.
What the structuring service includes
We work out the structure with you and document it before the deed; forming an Italian company is then the execution step. For foreign groups, their advisers and non-resident founders, from Milan, for a seat anywhere in Italy.
Ownership map
Who holds the Italian company: the foreign parent, an Italian holding, a founder in person, or a fiduciary mandate through a MIMIT-authorised società fiduciaria (fiduciary company).
Vehicle comparison for the board
S.r.l., reduced-capital S.r.l., S.r.l.s. and S.p.A. side by side on capital, membership, rights, governance, audit and state cost, each with its article.
Capital and governance design
The amount and how it is paid in, sole director or board, the S.p.A. system, a control body now or later, and the personal PEC (certified email) of the sole director or managing director (or, failing them, the chairman).
Rights and exit clauses
Special rights for a named S.r.l. member, share classes, transfer limits, withdrawal and lock-ins, a shareholders' agreement within its term: drafted for the statute the notary receives.
Group placement, with your tax adviser
Holding or not, when the participation exemption clocks start, the dividend route to the parent, consolidation and the shell-company test. We coordinate; your tax adviser signs off.
Execution and the first filings
Notary coordination, the filing terms, the sole-member notice and the first annual chamber fee, then the handover to accounting for a foreign-owned Italian company.
What stays with its holder
A notary receives the deed; a registered auditor performs any statutory audit; an enrolled consulente del lavoro (labour consultant) runs payroll; an authorised intermediary or the company transmits tax returns.
S.r.l., S.r.l.s. or S.p.A., criterion by criterion
Each condition with the article behind it. The tables conclude nothing: the choice is yours, taken with us in a conversation.
A · Formation, capital, membership and cost
Formation itself runs through our S.r.l. formation service once the column is chosen.
| Criterion | S.r.l. | S.r.l.s. | S.p.A. |
|---|---|---|---|
| Minimum capital | EUR 10,000; or EUR 1 to below EUR 10,000 with one fifth of each year's profit to a reserve (Art. 2463 c.c.) | EUR 1 to below EUR 10,000 (Art. 2463-bis c.c.) | EUR 50,000 (Art. 2327 c.c.) |
| Paying in at the deed | 25% of cash plus any premium, to the directors; 100% for one founder or a reduced capital (Arts. 2463, 2464 c.c.) | 100% in cash (Art. 2463-bis c.c.) | at least 25% of cash deposited with a bank, 100% for one founder; returned if not registered within 90 days (Arts. 2342, 2331 c.c.) |
| Who may be a member | anyone, a foreign company included; reciprocity for members from outside the EU and EEA, save special laws (Art. 16 disp. prel. c.c.) | natural persons only (Art. 2463-bis c.c.; Consiglio Nazionale del Notariato) | anyone; reciprocity for members from outside the EU and EEA, save special laws (Art. 16 disp. prel. c.c.) |
| Members' liability | the company only; a sole member answers without limit, on insolvency, for gaps in paying in or publicity (Art. 2462 c.c.) | as the S.r.l. | the company only, with the same sole-shareholder exception (Arts. 2325, 2342, 2362 c.c.) |
| Statute | drafted freely (Art. 2463 c.c.) | the ministerial standard statute, its clauses mandatory (Art. 2463-bis c.c.) | drafted freely within the contents of Art. 2328 c.c. |
| Deed by videoconference | yes, with cash capital and a seat in Italy (Art. 2(1) D.Lgs. 183/2021) | yes, on the same conditions | no: in person or by proxy |
| State cost of the deed, 2026 | EUR 200 registration tax, EUR 156 stamp duty, EUR 90 secretarial fee: listed, never added | stamp duty and secretarial fee exempt, no notary's fee (Art. 3 D.L. 1/2012) | as the S.r.l. |
| Corporate tax | IRES 24% (Agenzia delle Entrate) | IRES 24% | IRES 24% |
Sources: Civil Code, Book V; D.Lgs. 183/2021; D.L. 1/2012; D.L. 104/2013; chamber tables, 2026; Agenzia delle Entrate; Notariato.
B · Rights, transfer, governance, control and audit
The joint-stock column has its own page on S.p.A. formation Italy.
| Criterion | S.r.l. | S.r.l.s. | S.p.A. |
|---|---|---|---|
| Rights design | special rights for named members over management or profits, changed only with every member's consent unless the deed says otherwise (Art. 2468 c.c.) | none beyond the standard statute | share classes with different rights (Art. 2348 c.c.) |
| Transfer | free unless the deed restricts it; a ban or an open approval clause gives withdrawal, which the deed may bar for up to two years (Art. 2469 c.c.); effective on filing within 30 days (Art. 2470 c.c.; Art. 36(1-bis) D.L. 112/2008) | as the S.r.l.; a sale to a company makes it an ordinary reduced-capital S.r.l. (MIMIT opinion, 2016) | the statute may condition transfer or ban it for up to five years; a pure approval clause needs a purchase obligation or withdrawal (Art. 2355-bis c.c.) |
| Shareholders' agreements | Art. 2341-bis c.c. names the S.p.A. and the companies that control one; no term is stated here for a stand-alone S.r.l. | as the S.r.l. | at most five years, renewable; 180 days' notice if open-ended (Art. 2341-bis c.c.) |
| Management | sole director or board, members unless the deed says otherwise (Art. 2475 c.c.) | as the S.r.l. | directors, members or not, for at most three financial years (Arts. 2380-bis, 2383 c.c.) |
| Governance model | members' decisions in writing if the deed allows; a meeting for deed amendments (Art. 2479 c.c.) | as the S.r.l. | one of three systems chosen in the statute (Art. 2380 c.c., rewritten by Art. 9 D.Lgs. 47/2026) |
| Control body | only where Art. 2477 c.c. requires it (consolidated accounts, control of an audited company, or the thresholds); a single member by default | as the S.r.l. | always: a collegio sindacale of three or five plus two alternates, or the two-tier or one-tier body (Arts. 2397, 2380 c.c.) |
| Statutory audit | where Art. 2477 c.c. applies, by the control body or an auditor | as the S.r.l. | a registered auditor or audit firm (Art. 2396-novies c.c.); the collegio only if the statute allows and there are no consolidated accounts (Art. 2409-bis c.c.) |
Cells reading "as the S.r.l." rest on the last paragraph of Art. 2463-bis c.c., which applies the S.r.l. rules so far as compatible. Sources: Civil Code, Book V; D.Lgs. 47/2026, in force 29 April 2026; D.L. 112/2008; MIMIT opinion, 2016.
An Italian holding in the group chain
An Italian holding between the foreign parent and the operating companies brings five tax rules into play. Both 95% regimes apply in full from 1 January 2026 (D.L. 38/2026 Art. 11).
Which rule sits at which level of the group?
Foreign parent
receives the dividends at the top of the chain
- 26%as a rulefinal withholding on dividends paid to the foreign parent (Art. 3(1) D.L. 66/2014)
- 1.20%EU and EEAfor companies within Art. 27(3-ter) D.P.R. 600/1973
- Refundon requestan EU parent holding at least 10% for one year: a refund, or non-application at source, on request (Art. 27-bis D.P.R. 600/1973)
Italian holding
optional layer between the parent and the operating companies
- 95%excludedof dividends received, and of profits from a foreign subsidiary outside a privileged-tax state (Art. 89(2), (3) TUIR)
- 95%exemptof a qualifying gain on a participation sold, if the PEX conditions hold, after 12 months of uninterrupted ownership (Art. 87 TUIR)
Operating S.r.l. or S.p.A.
the company that trades and pays dividends up the chain
- >50%consolidationa parent and each IRES subsidiary held at more than 50% may elect the consolidato fiscale nazionale (group taxation) for three tax years, irrevocably (Arts. 117, 120 TUIR)
- Two windowsfor PEXresidence outside a privileged-tax state from the first period of ownership; a commercial business at least from the start of the third tax period before the sale (Art. 87 TUIR)
A foreign holding run from Italy a foreign company holding control of an Italian company is presumed resident in Italy, unless it proves otherwise, if Italian residents control it or a board mostly resident in Italy runs it: esterovestizione (Art. 73(5-bis) TUIR)
TUIR as in force in 2026, valid to 31 December 2026; both 95% regimes apply in full from 1 January 2026 (D.L. 38/2026 Art. 11).
Dividends received by the holding
95% of dividends received is excluded from the holding's income, and so are profits from a foreign subsidiary outside a privileged-tax state (Art. 89(2), (3) TUIR).
Gains on participations (PEX)
95% of a qualifying gain is exempt after 12 months of uninterrupted ownership, the stake booked as immobilizzazioni finanziarie (financial fixed assets) in the first balance sheet (Art. 87 TUIR).
The subsidiary's two windows
Residence outside a privileged-tax state from the first period of ownership; a commercial business at least from the start of the third tax period before the sale (Art. 87 TUIR).
The shell-company test
Revenue is compared with 1% of the value of shares and receivables; deemed income is 0.75% on participations; not in the first tax period (Art. 30 L. 724/1994). Failing adds 10.5 IRES points (D.L. 138/2011 Art. 2).
Domestic tax consolidation
A parent and each IRES subsidiary held at more than 50% may elect the consolidato fiscale nazionale (group taxation) for three tax years, irrevocably (Arts. 117 and 120 TUIR).
Dividends to the foreign parent
26% final withholding as a rule (Art. 3(1) D.L. 66/2014). EU and EEA companies within Art. 27(3-ter) D.P.R. 600/1973 pay 1.20%; an EU parent holding at least 10% for one year gets a refund on request, or non-application at source on request (Art. 27-bis).
A foreign holding run from Italy
A foreign company that holds control of an Italian company is presumed resident in Italy, unless it proves otherwise, if Italian residents control it or a board mostly resident in Italy runs it: esterovestizione (Art. 73(5-bis) TUIR).
TUIR articles and Art. 30 L. 724/1994 are cited as in force in 2026, valid to 31 December 2026; D.Lgs. 117/2026 replaces the numbering from 1 January 2027, with IRES still at 24% (Ministry of Economy and Finance).
How the structuring runs, decision by decision
Six decisions in a fixed order, then the deed and the filings whose terms the law sets.
law set by statutechamber a chamber notice or guideno term no statutory term
Six decisions before the deed no statute times them; their length depends on your answers and your parent's approvals
- 1
Who holds the Italian company
You and FormaItalia, with your tax adviser
- no term the parent directly, an Italian holding, a founder in person, or an authorised società fiduciaria
- 2
Which vehicle
You and FormaItalia
- no term a corporate member closes the S.r.l.s.
- 3
Capital and how it is paid
You
- no term to the directors in an S.r.l., to a bank in an S.p.A. (Arts. 2464, 2342 c.c.)
- 4
Governance
You and FormaItalia
- no term board, control body, audit route, the director's personal PEC
- 5
Rights and exit
You and FormaItalia
- no term special rights, share classes, transfer limits, lock-ins, agreements
- 6
Group placement and tax
Your tax adviser; FormaItalia coordinates
- no term holding or not, the PEX clocks, the dividend route, consolidation
The deed and the filings terms set by law and the chamber
- 1
Deed
The notary
- no term in person, by proxy, or by videoconference for an S.r.l. or S.r.l.s. with cash capital
- 2
Filing
The notary
- law within 10 days (Art. 2330(1) c.c.)
- 3
Entry in the Register
The Register
- law within 10 days of protocol, 5 if electronic (Art. 11(8) D.P.R. 581/1995)
- law the company exists from registration (Art. 2331 c.c.)
- 4
Sole-member notice
The directors
- law within 30 days (Art. 2470 c.c.)
- 5
First diritto annuale
The company
- chamber the first annual fee within 30 days (Marche chamber, 2026)
Terms set by law, not by us
A · Six decisions before the deed
No statute times these decisions; their length depends on your answers and your parent's approvals.
- Who holds the Italian company. The foreign parent directly, as an Italian subsidiary of a foreign company, an Italian holding, a founder in person, or an authorised società fiduciaria. Actor: you and FormaItalia, with your tax adviser.
- Which vehicle. On the criteria in the tables above. A corporate member closes the S.r.l.s.; a member from outside the EU and EEA meets the reciprocity rule, save special laws (Art. 16 disp. prel. c.c.). Actor: you and FormaItalia.
- Capital and how it is paid. The amount, cash or in kind, and the route: to the directors in an S.r.l., to a bank in an S.p.A. (Arts. 2464, 2342 c.c.). Actor: you.
- Governance. Sole director or board, where it meets, the S.p.A. system, the control body and audit route, and the personal PEC of the sole director or managing director (or, failing them, the chairman). Actor: you and FormaItalia.
- Rights and exit. Special rights, share classes, transfer limits, lock-ins and any shareholders' agreement (Art. 2341-bis c.c.), written into the statute. Actor: you and FormaItalia.
- Group placement and tax. Holding or not, the PEX clocks, the dividend route, consolidation and the shell-company test. Actor: your tax adviser; FormaItalia coordinates.
B · The deed and the filings
Terms set by law, not by us. For a Milan seat, we also set up a company in Milan; the steps apply to any seat.
- Deed. Actor: the notary. In person, by proxy or, for an S.r.l. or S.r.l.s. with cash capital, by videoconference (Art. 2(1) D.Lgs. 183/2021). The deed names the seat: a legal address in Italy.
- Filing within 10 days. Actor: the notary (Art. 2330(1) c.c., as amended by L. 12/2019), through Comunicazione Unica, which also reaches the Agenzia delle Entrate, INPS and INAIL.
- Registration within 10 days of protocol, 5 if electronic. Actor: the Register (Art. 11(8) D.P.R. 581/1995). The company exists from registration (Art. 2331 c.c.).
- Sole-member notice and first annual fee, each within 30 days. Actor: the directors, then the company (Art. 2470 c.c.; Marche chamber, 2026). The beneficial-owner filing duty follows: the beneficial owner register guide.
- Control body. Actor: the members. In the deed of an S.p.A.; in an S.r.l., within 30 days of the meeting approving accounts that cross the Art. 2477 c.c. thresholds.
Weighing the vehicle and the holding layer for your group?
We set the options side by side with your board and your tax adviser, each with its article. The decision stays yours.
Documents a non-resident member or director provides
What each foreign member or director produces before the deed; the corporate member's pack is practice, not statute.
- A tax code (codice fiscale) for each non-resident founder and director, from the consulate (Agenzia delle Entrate)
- For a corporate member: its certificate of incorporation or register extract
- For a corporate member: its current statute
- The board resolution approving the investment and appointing the member's representative
- The power of attorney for the deed, where someone signs for the member
- Legalisation or apostille, then an Italian translation declared conforming (Ministry of Foreign Affairs)
- The company's PEC and the personal PEC of the sole director or each managing director (failing them, the chairman), which may not coincide (Milan chamber)
State charges and statutory terms in 2026
What the state charges and when the law runs its clocks. Our own fee is not here: pricing on request.
| Item | S.r.l. | S.r.l.s. | S.p.A. | Basis and year |
|---|---|---|---|---|
| Registration tax on the deed | EUR 200 | not named in the exemption | EUR 200 | Art. 26(2) D.L. 104/2013 |
| Deed stamp duty, paid by the notary through the MUI | EUR 156 | exempt | EUR 156 | chamber table, 2026; Art. 3 D.L. 1/2012 |
| Secretarial fee, deed with the sole-member notice | EUR 90 | exempt | EUR 90 | chamber table rev. 16 of 27 January 2026 |
| First diritto annuale (annual chamber fee) | EUR 120, within 30 days | EUR 120, within 30 days | EUR 120, within 30 days | Marche chamber table, 2026 |
| Notary's fee | no official scale, agreed in writing | none due | no official scale, agreed in writing | Art. 9 and Art. 3 D.L. 1/2012 |
| Notary files the deed | within 10 days | within 10 days | within 10 days | Art. 2330(1) c.c., as amended by L. 12/2019 |
| Register enters the company | within 10 days of protocol, 5 if electronic | within 10 days of protocol, 5 if electronic | within 10 days of protocol, 5 if electronic | Art. 11(8) D.P.R. 581/1995 |
| Sole-member notice | within 30 days of the change | within 30 days of the change | within 30 days of the change | Art. 2470 c.c. |
| S.p.A. bank deposit | n/a | n/a | returned if not registered within 90 days | Art. 2331(4) c.c. |
| Control body appointed | within 30 days of the approving meeting, once the thresholds are crossed | as the S.r.l. | in the deed | Arts. 2477, 2328 c.c. |
Sources: Civil Code, Book V; D.L. 104/2013; D.L. 1/2012; D.P.R. 581/1995; Romagna and Marche chamber tables, 2026.
Problems we solve
Five points where a group's file goes wrong, and how we handle each.
An S.r.l.s. chosen, then a company as member
Only natural persons may found an S.r.l.s. (Art. 2463-bis c.c.); a sale to a company turns it into an ordinary reduced-capital S.r.l. (MIMIT opinion, 2016). We check every planned member first.
A sole member losing limited liability
If the company becomes insolvent, a sole member answers without limit for the period in which contributions were unpaid or the sole-member notice was missing (Art. 2462 c.c.). We prepare the notice with the deed.
A filing suspended for a missing PEC
The Register suspends a filing without the company's PEC (Art. 16(6-bis) D.L. 185/2008, as in force in 2026; its 2027 text is unread) or the sole or managing director's personal one (Milan chamber). We arrange both before the deed.
An S.p.A. signing planned by video
The videoconference deed covers an S.r.l. or S.r.l.s. with cash capital only (Art. 2 D.Lgs. 183/2021). For an S.p.A., we plan the signing in person or by proxy.
A foreign holding run from Italy
A foreign holding that controls the Italian company and is run by a board mostly resident in Italy is presumed Italian-resident (Art. 73(5-bis) TUIR). We map where each director lives before the board is named.
Ready to take the structure to the notary?
Send us the ownership chart and the decisions already taken; we prepare the file the notary needs.
Why work with FormaItalia
Stefano Colombo
Head of Corporate Structuring, Milan. Italian, English, German.
From our practice
on a group's file we check first whether any planned member is a company (Art. 2463-bis c.c.), whether the parent sits outside the EU and EEA, where a foreign holding's board would sit (Art. 73(5-bis) TUIR) and whether the capital is cash.
Frequently asked questions
Will you tell us which structure to choose, and are you a law firm or a notary?
We set out each option with its condition, article and state cost, and prepare the comparison for your board and tax adviser; the decision is yours. FormaItalia is not a law firm, a notary or an accounting professional: the notary receives the deed, a registered auditor performs any statutory audit, and an authorised intermediary or the company transmits returns.
What does the structuring cost, and what does the state charge?
The state charges EUR 200 registration tax on a deed with cash contributions, EUR 156 stamp duty through the MUI and a EUR 90 secretarial fee, each listed on its own; the first annual chamber fee is EUR 120. The notary's fee has no official scale (Art. 9 D.L. 1/2012). Our fee depends on the structure: pricing on request.
Can our parent company own an S.r.l.s., and is it the same as an S.r.l. with EUR 1 of capital?
No to both. Only natural persons may found an S.r.l.s., and its standard statute cannot be varied; if a quota later passes to a company, it becomes an ordinary reduced-capital S.r.l. The reduced-capital S.r.l. keeps a bespoke statute and accepts any member, but sets aside one fifth of its profits until reserve and capital reach EUR 10,000.
Can the founders sign the deed from abroad by videoconference?
For an S.r.l. or an S.r.l.s. with its seat in Italy and its capital paid in cash, yes: the notary can receive an electronic public deed by videoconference (Art. 2 D.Lgs. 183/2021). An S.p.A., or an S.r.l. capitalised with shares in kind, is signed in person or through a representative holding a power of attorney.
Can one company be the sole member of an Italian S.r.l.?
Yes. The directors file the sole member's identity, seat and nationality within 30 days of the change in membership, and the company's letters and documents state that it has a sole member. A sole member answers without limit on insolvency for any period in which contributions were unpaid or that publicity was missing (Arts. 2462 and 2470 c.c.).
Does the choice of vehicle change the corporate tax?
No. The S.r.l., the S.r.l.s. and the S.p.A. all pay IRES at 24% (Agenzia delle Entrate), and the consolidated income-tax text keeps the rate at 24% from 1 January 2027. The choice of vehicle changes capital, membership, governance, control and the route out of the company, not the corporate tax rate.
What is an LLC called in Italy?
The società a responsabilità limitata, or S.r.l., whose capital is divided into quotas rather than shares; its simplified form, open to natural persons only, is the S.r.l.s. Only the company answers for its debts, except that a sole member answers without limit on insolvency for any period in which contributions were unpaid or the sole-member publicity was missing.
S.r.l. or S.p.A. for a foreign group's Italian subsidiary?
Conditions, not a choice. An S.r.l. needs EUR 10,000, or from EUR 1 with a profit reserve, paid to its directors, and a control body only where Art. 2477 requires one (consolidated accounts, an audited subsidiary, thresholds). An S.p.A. needs EUR 50,000, at least 25% of the cash at a bank, a control body from formation and a registered auditor.
When does an Italian S.r.l. need a control body or an auditor?
When it must prepare consolidated accounts, controls an audited company, or for two consecutive years exceeds one of EUR 4,000,000 of assets, EUR 4,000,000 of revenue or 20 average employees (Art. 2477 c.c.). It is appointed within 30 days of the approving meeting, is a single member unless the deed says otherwise, and lapses after three years under all limits.
Who may audit an Italian S.p.A.?
A registered statutory auditor or audit firm (Art. 2396-novies c.c., inserted by D.Lgs. 47/2026, in force 29 April 2026). The board of statutory auditors may carry out the audit itself only where the statute provides for it and the company does not prepare consolidated accounts, all its members then being registered auditors (Art. 2409-bis c.c.).
Can an S.p.A. be run on a two-tier board?
Yes. The statute chooses one of three systems (Art. 2380 c.c., as replaced by D.Lgs. 47/2026 from 29 April 2026): directors with a board of statutory auditors, a management board with a supervisory board, or one board with an internal control committee. A system change takes effect from the meeting approving the following year's accounts unless the resolution says otherwise.
Can one member of an S.r.l. hold special rights over management or profits?
Yes, if the deed gives individual members particular rights over the management of the company or the distribution of profits; otherwise rights follow each member's quota. Unless the deed provides otherwise, those rights can be changed only with the consent of every member, subject to the withdrawal right of Art. 2473 c.c. (Art. 2468 c.c.).
How long can a shareholders' agreement last?
Where Art. 2341-bis c.c. applies, to agreements binding votes or transfers in an S.p.A. or in a company that controls one, at most five years, renewable; an agreement with no term may be left by any party on 180 days' notice. The article names only the S.p.A. and its parents, so no term is stated here for a stand-alone S.r.l.
What must hold for the 95% exemption on the sale of a participation?
Ownership since the first day of the twelfth month before the sale; booking as financial fixed assets in the first balance sheet of the holding period; a subsidiary outside privileged-tax states since the first period of ownership; and a commercial business since the start of the third tax period before the sale (Art. 87 TUIR, as in force in 2026).
What does Italy withhold on dividends paid to our foreign parent?
26% final as a rule (Art. 3 D.L. 66/2014), with a refund of up to 11/26 for tax finally paid abroad on the same profits. EU and EEA companies within Art. 27(3-ter) D.P.R. 600/1973 pay 1.20% instead, and an EU parent holding at least 10% for one year may obtain a refund, or non-application at source, on request (Art. 27-bis).
Planning your group's Italian structure?
Tell us who will hold the company and what it will do; we come back with the options and their articles.