Open an S.r.l. in Italy as a Foreign Founder or Group

Not for the deed. An S.r.l. or S.r.l.s. with an Italian seat and cash capital can be signed by videoconference; the notary receives it even if all parties live abroad, but may require presence on doubt (Art. 2 D.Lgs. 183/2021). A foreign individual's first tax code at an Agenzia office needs a visit; a consulate can issue it abroad.

The Civil Code articles on directors set no residence or nationality condition; the director's domicile and citizenship are filed with the Register (Art. 2383(4) c.c.). A non-EU manager settled abroad must meet the reciprocity condition, and one settled in Italy needs a valid residence permit of the listed types (Milan chamber).

Yes, by one founder's unilateral act, the whole capital paid at the deed. Directors file the sole member's details within 30 days. Without full contributions or that publicity, the sole member answers without limit on insolvency; contracts with the member bind creditors only if in the directors' decisions book or a document of certain date before attachment (Art. 2478(3) c.c.).

In practice, yes. The law lets a party with no Italian code be identified by its foreign data and seat, but whether notaries accept that route is open, so we request the code first: form AA5/6 with proof the company exists, by a delegate, PEC, booked visit or registered post. No processing time is published.

At an in-person deed at least 25% of the cash contributions, or the whole amount for one founder, is paid to the management body named in the deed, so no account is legally required first (Art. 2464(4) c.c.). On the videoconference route the capital is wired to the notary's dedicated account. The company's own account follows, at the bank's decision.

Reciprocity is the condition on which a foreigner, or a foreign legal person, enjoys civil rights in Italy (Art. 16 of the preliminary provisions to the Civil Code). The Milan chamber notes that anyone can verify it at the Italian embassy in the home country, and the notary checks it at incorporation. No source sets a time for that answer.

Documents issued abroad need an apostille (Hague Convention states) or legalisation by the Italian mission, then a certified Italian translation. If the parties declare they do not know Italian, the notary may draw the deed in a language the notary and witnesses know, with the Italian translation alongside (Art. 54 L. 89/1913); English models exist for the video route.

The notary files the deed within 10 days (Art. 2330(1) c.c.). The Register enters the company within 10 days of protocol, or 5 for an electronic application (Art. 11(8) D.P.R. 581/1995). The chamber confirms to the company PEC within 5 days and each agency within 7. Tax codes and apostilles have no published term, so no shorter date is promised.

Registration tax of EUR 200 (Art. 26(2) D.L. 104/2013), stamp duty of EUR 156 on the deed and a EUR 90 secretarial fee in the 2026 Romagna chamber tables, then a first annual chamber fee of EUR 120. The notary's fee has no official scale and one Register duty is open, so no total is given.

S.r.l. stands for società a responsabilità limitata, the Italian private limited company. Its members hold quotas (quote) rather than shares, it is formed by notarial public deed, and its standard capital is EUR 10,000 (Art. 2463 c.c.), with a variant from EUR 1 paid in full in cash and topped up through a profit reserve.

The simplified S.r.l.: natural persons only, capital from EUR 1 to below EUR 10,000 fully paid in cash, and a model statute that cannot be varied (Art. 2463-bis c.c.). Its deed owes no stamp duty, secretarial fee or notary fee (Art. 3(3) D.L. 1/2012). A company cannot form one; a quota later sold to a company ends the status.

The S.r.l.s. is closed to companies: only natural persons may form one. The S.r.l. needs EUR 10,000, or from EUR 1 paid in full in cash with a profit reserve (Art. 2463 c.c.). The S.p.A. needs EUR 50,000, with the deposit held by a bank. The choice turns on the founder, the capital plan and the exit, settled in a conversation.

In 2026: IRES 24%, general IRAP 3.90%. A foreign parent's dividends bear 26% final withholding, refundable up to 11/26 for foreign tax (Art. 27(3) D.P.R. 600/1973), unless a treaty or the reduced rate for a company resident and taxed in an EU or EEA state applies. EU parents holding at least 10% for a year may seek relief (Art. 27-bis).

When it prepares consolidated accounts, controls a company that must be audited, or for two consecutive years exceeds EUR 4,000,000 of assets, EUR 4,000,000 of revenue or 20 average employees (Art. 2477 c.c.). The appointment follows within 30 days of the meeting that approves the accounts. The statutory audit is reserved to registered auditors; FormaItalia does not audit.

Keep its PEC and the personal PEC of the sole director, the managing director or, failing those, the chairman; pay the first chamber fee within 30 days of the application; keep books and file accounts within 30 days of approval; make the beneficial-owner filing under Art. 21(1) D.Lgs. 231/2007, for which the chambers report no term running yet.