S.p.A. Formation in Italy for Capital-Raising Companies

We set out each option with its condition, article and state cost, and prepare the decision file for your board; the decision is yours. FormaItalia is not a notary, a law firm, a registered auditor or a bank: the notary receives the deed, a bank holds the cash deposit and a registered auditor performs the statutory audit (Art. 2396-novies c.c.).

Our fee is quoted on request. In 2026 the state charges a registration tax of EUR 200 on a deed with cash contributions (Art. 26(2) D.L. 104/2013), a deed stamp duty of EUR 156 and a secretarial fee of EUR 90, each separately; the Milan chamber's first annual fee is EUR 120. The notary's fee has no official scale.

Yes, for the cash. At least 25 percent of the cash contributions, all of it where one founder forms the company, is deposited with a bank at the deed (Art. 2342 c.c.). The bank releases it to the directors only on proof of registration, and returns it without registration within 90 days of the deed (Art. 2331 c.c.).

No. The deed by videoconference covers only companies with their seat in Italy and capital paid in cash, that is the S.r.l. and the S.r.l.s. (Art. 2(1) D.Lgs. 183/2021). The S.p.A. deed is signed before the notary, by the founders in person or through an attorney; a power issued abroad is legalised and translated into Italian.

The società per azioni is the Italian joint-stock company: its capital is divided into shares and only the company answers for its debts (Art. 2325 c.c.). A sole shareholder loses that protection on insolvency for the period when contributions were unpaid or the sole-shareholder publicity was missing. Investment firms must take this form; banks take it or the cooperative-by-shares form.

The S.p.A. needs EUR 50,000 of capital against EUR 10,000, a bank deposit of cash at the deed, a deed signed before the notary, not by video, a control body in every case and the audit rule of Art. 2396-novies c.c. Its capital is in shares, which S.r.l. quotas cannot be. IRES is 24 percent for both (Agenzia delle Entrate).

No. IRES is 24 percent for companies, the S.p.A. and the S.r.l. alike, as in force in 2026 (Agenzia delle Entrate), and the consolidated income-tax text of D.Lgs. 117/2026 restates 24 percent from 1 January 2027. The vehicle changes the capital, the governance, the control body and the audit, not the corporate tax rate.

EUR 50,000 (Art. 2327 c.c.), all subscribed at the deed. At least 25 percent of the cash goes to a bank, all of it where one founder forms the company. Assets in kind count through a court-designated expert's sworn report, save the Art. 2343-ter routes. An e-money institution needs initial paid-up capital of at least EUR 350,000 (Banca d'Italia).

A SIM must be an S.p.A. (Art. 19(1) TUF); a bank an S.p.A. or a cooperative bank by shares (Art. 14(1)(a) TUB); listed or widely held shares exclude the S.r.l. (Art. 2468 c.c.). A crypto-asset service provider, payment or e-money institution may also be an S.r.l. Any authorisation the object needs comes before the deed (Art. 2329 c.c.).

Yes, with the sworn report of an expert designated by the court of the company's seat, annexed to the deed (Art. 2343 c.c.). The shares issued for the contribution stay deposited with the company and cannot be sold until the directors check the valuation, within 180 days of registration. The registration tax on such a deed is not stated here.

Since 29 April 2026 the statute adopts one of three systems (D.Lgs. 47/2026): directors with a collegio sindacale of three or five members plus two alternates; a management board under a supervisory board of at least three; or a board with a control committee. A later switch applies from the following year's accounts meeting, unless the resolution says otherwise.

A registered statutory auditor or audit firm (Art. 2396-novies c.c.). The collegio sindacale may audit only where the statute allows it and the company is not required to prepare consolidated accounts, all its members then being registered auditors. Arts. 2408 and 2409 are repealed from 29 April 2026; shareholders' complaints now sit in Arts. 2396-ter and 2396-quater.

The Code sets no residence or nationality condition for directors, and non-members may be appointed, for at most three financial years (Art. 2383 c.c.). A control-body seat is barred where a work, continuing-consultancy or paid-services tie with the company or its group compromises independence (Art. 2396-septies c.c.); seats on other group companies' control bodies are not of themselves a bar.

Within limits. The statute may set conditions on the transfer of registered or uncertificated shares and ban it for up to five years; a clause requiring mere approval is ineffective without a purchase obligation or a withdrawal right (Art. 2355-bis c.c.). Shareholders' agreements last at most five years, renewable (Art. 2341-bis c.c.).

Our working list: passports and a codice fiscale for every founder, director and statutory auditor; for a corporate founder, its register extract, statute, board resolution and the representative's power, apostilled or legalised and translated into Italian under oath; the deposit receipt; any expert's report; the auditor's registration details; the director's personal PEC; the beneficial-owner information (Art. 21(1) D.Lgs. 231/2007).