Company formation in Italy

At a glance

Entity

Private limited company (Società a responsabilità limitata, S.r.l.) — the standard closely-held vehicle; a simplified variant (S.r.l.s.) exists for individuals only

Corporate tax

24% IRES (national corporate income tax) plus IRAP regional production tax, standard rate 3.9% (regions may vary it by ±0.92pp), giving a combined effective burden of roughly 28% as of 2026

Incorporation time

~1-3 weeks in practice; the Registro delle Imprese filing itself is usually completed within ~1-3 business days after the notarial deed, but foreign founders add time for codice fiscale, capital deposit and document legalisation

Minimum capital

EUR 10,000 for an ordinary S.r.l. (share capital can legally be set from EUR 1, but below EUR 10,000 a fifth of annual profits must be retained as reserve until the EUR 10,000 threshold is reached); at least 25% must be paid in before incorporation, or 100% if there is a single shareholder

Resident director

No residency or nationality requirement — a non-resident foreigner can be the sole director; every director needs an Italian codice fiscale, and non-EU managers who intend to run the company from within Italy face separate immigration/visa considerations

Audit

No statutory audit for small S.r.l.s. A control body or auditor (sindaco/revisore, art. 2477 Civil Code) becomes mandatory only if the company exceeds, for two consecutive years, any one of: EUR 4m total assets, EUR 4m sales/service revenue, or 20 employees on average; the obligation lapses after three years below all thresholds

Remote set-up

Incorporation must pass through an Italian notary (notaio) — you cannot skip the notarial public deed. It can be done without travelling via an apostilled power of attorney, or via a notary videoconference (digital notarial deed for cash-only S.r.l.s under the 2021 digitalisation reform); KYC and identity verification by the notary are unavoidable, and foreign personal/corporate documents must be translated into Italian and apostilled/legalised

Government fee

Government components on a standard S.r.l. deed: EUR 200 fixed registration tax (imposta di registro), EUR 65 stamp duty (imposta di bollo) and EUR 90 Registro delle Imprese secretarial fee (diritto di segreteria) on filing, plus EUR 309.87 government concession tax for the corporate books (tassa di concessione governativa) and the annual chamber-of-commerce due (diritto annuale, typically ~EUR 120-200 in year one). Notary fees (commonly EUR 1,500-3,000) are a separate professional cost, not a government fee

Best for

This suits founders who want an onshore EU operating company with genuine market and banking substance. They need to accept notary-driven formalities and a ~28% effective tax load, rather than looking for a low-tax or fast-filing setup.

The process

1. Obtain an Italian codice fiscale (tax code) for each shareholder and director, agree the articles/by-laws, and prepare/translate and apostille any foreign identity or corporate documents (or a power of attorney if not attending in person)
2. Deposit the required share capital (at least 25%, or 100% for a sole shareholder) via a bank or with the notary
3. Sign the incorporation deed (atto costitutivo) and by-laws before an Italian notary, who verifies identity, capital and legality — in person, by POA, or by digital videoconference deed
4. The notary registers the company with the Registro delle Imprese at the local Chamber of Commerce; the company then activates VAT/PEC, obtains any licences and opens its operating bank account