How to Register an SRL in Italy: Step-by-Step Guide

SRL vs. SRLS: Choose Your Entity Before You File

Before filing documents, decide which Italian limited liability structure fits your situation. The two main options are the ordinary SRL and the SRLS (Società a responsabilità limitata semplificata). A third variant, the reduced-capital SRL, sits between them.

When to Choose SRLS

The SRLS (Art. 2463-bis CC) suits founders who:

• Have capital under €10,000 and are all natural persons.
• Can work within standard, inderogable bylaws.
• Want to eliminate the notary professional fee entirely.

When Standard SRL Is the Better Choice

Choose the ordinary SRL (Art. 2463 CC) when:

• Any founder or investor is a corporate entity.
• You need custom bylaws (profit-sharing, reserved decisions, special share classes).
• Capital is at or above €10,000, or you plan to raise from outside investors.

Step-by-Step: How to Register an Italian SRL

The registration process follows a fixed legal sequence. Each step notes the responsible party and what non-residents must handle differently.

Step 1 -- Obtain a Codice Fiscale for Every Founder and Director

The codice fiscale (Italian tax identification number) is required for every founder, director, and shareholder before any other step. Without it, neither the notary appointment nor any public registration is possible.

Non-Italian residents apply at the nearest Italian consulate abroad or at an Agenzia delle Entrate office. The application is free; consulate processing typically takes 1–5 business days. If multiple founders are based in different countries, submit all applications simultaneously to avoid delay.

Step 2 -- Decide Capital Structure and SRL Type

Decide which SRL variant you are using and how much capital you are contributing before the notary drafts anything.

The standard minimum is €10,000 (Art. 2463 §2 n.4 CC). A reduced-capital SRL allows €1–€9,999 -- the full amount paid in cash at formation, with 20% of annual net profits set aside each year until capital and reserves reach €10,000 (Art. 2463 §4–5 CC). See our article on SRL share capital rules for a full analysis. Your choice determines the bank deposit amount at Step 3.

Step 3 -- Deposit Capital at a Bank

Founders must deposit the required portion of capital in a blocked bank account (conto corrente vincolato) before the notary deed. The amount depends on structure (Art. 2464 CC):

• Multi-member SRL (capital at or above €10,000): at least 25% of each cash contribution.
• Single-member SRL: 100%; failure strips the sole member of limited liability (Art. 2462 §2 CC).
• Reduced-capital SRL (€1–€9,999): 100% paid in directly to the directors.

A basic deposit-only account may suffice at this stage; full corporate KYC comes later.

Step 4 -- Execute the Notarial Public Deed (Atto Costitutivo)

The SRL must be constituted by a notarial public deed (atto costitutivo + statuto) before an Italian civil-law notary (notaio), pursuant to Art. 2463 CC. All founders must appear in person or authorize a representative via a procura speciale (special power of attorney).

Non-resident path: Prepare a procura speciale in your home country, then:

1. Apostille it under the 1961 Hague Convention (contracting states) or have it consularly legalized.
2. Have it officially translated into Italian.

For the full document checklist, see our guide on opening an SRL as a non-resident.

Step 5 -- Notary Files with the Registro delle Imprese (within 10 Days)

After executing the deed, the notary must deposit the atto costitutivo electronically with the Registro delle Imprese within 10 days of execution (Art. 2330 §1 CC as amended by D.L. 135/2018, conv. L. 12/2019). Many secondary sources still cite 20 days; the correct current deadline is 10 days.

The iscrizione (Camera di Commercio enrollment) is a legally distinct step from the notary's deposit. The Camera di Commercio reviews the filing and issues the company's REA number and Visura Camerale (official registration certificate), typically within 2–3 business days of the deposit.

Step 6 -- File ComUnica: Partita IVA, INPS, and INAIL

ComUnica (Comunicazione Unica, form AA7/10) is a single electronic filing that simultaneously registers the company with:

• Agenzia delle Entrate -- issues the company codice fiscale and Partita IVA
• INPS -- social security enrollment
• INAIL -- workplace injury insurance enrollment
• Registro delle Imprese -- confirms the ATECO economic activity code

The Partita IVA is typically assigned the same day or within 24–48 hours of submission. The ATECO code you select determines your tax category and any sector-specific licensing requirements.

Capital Deposit Rules at a Glance

The deposit amount at formation depends on your SRL variant (Art. 2464 CC; Art. 2463 §4 CC):

For reduced-capital SRLs and SRLS, a 20% annual profit reserve (Art. 2463 §5 CC) applies each year until capital plus reserve together reach €10,000. Note: 20%, not the 5% rate commonly misquoted.

Timeline: How Long Does It Take?

The 5–7 day estimate cited by most sources applies only once all documents are ready. For a foreign founder, total time to full operability is 4–8 weeks. The table below breaks the process into four distinct phases.

The bank account KYC in Phase 4 is the primary bottleneck for non-resident directors. Italian banks require enhanced due diligence, and the process cannot begin until the company has a Visura Camerale to present.

PEC, Digital Signature, and Post-Incorporation Obligations

Three digital obligations apply to every Italian SRL.

• Company PEC: Every Italian company must maintain a PEC (Posta Elettronica Certificata, certified email) address registered with the Registro delle Imprese. PEC providers are accredited by the state; no Italian address is needed to obtain one.

• Director personal PEC: Since January 1, 2025 (Law 207/2024), each individual director must also register a personal PEC in the public digital domicile register (INAD). Non-resident directors are subject to this requirement.

• Firma digitale (digital signature): The legal representative needs a qualified digital signature (smart card or USB token) to sign ongoing Registro delle Imprese filings.

For regulated activities (retail, food service, crafts), a SCIA filed with the local SUAP is also required after incorporation before the company can begin operating.

Non-Resident Founders: The Power of Attorney Path

Italy does not require founders to be Italian residents or EU citizens. The practical path for a founder who cannot attend the notary in person:

1. Obtain a codice fiscale from the nearest Italian consulate abroad (required before any other step).
2. Execute a procura speciale before a local notary, naming a representative in Italy to sign the deed.
3. Apostille the POA (Hague Convention states) or have it consularly legalized; obtain an official Italian translation.
4. Plan for bank account KYC (2–6 weeks for non-residents) -- the most common cause of delay.

Non-EU founders are subject to the condizione di reciprocità (Art. 16 Preleggi CC); EU citizens are exempt. Every SRL must maintain a sede legale in Italy; an Italian registered office service can provide a compliant address. For a full document checklist, see our guide on opening an SRL as a non-resident.

Costs Overview

The main costs fall into four categories. All figures below should be verified against current official schedules before finalizing your budget.

Ongoing costs (registered office, commercialista, accounting) are not included. For a full cost breakdown, see our guide on the cost to open an SRL in Italy.

Every SRL is different. For a personalised cost estimate, contact our team.