Single-Member SRL Italy: Rules, Liability and Filing

What Is an SRL Unipersonale?

An SRL unipersonale (single-member SRL) is an Italian limited liability company owned entirely by one person or one legal entity. Formed via a notarial unilateral act (atto unilaterale), it is governed by Art. 2462–2478 of the Italian Civil Code and carries the same legal personality and tax treatment as a multi-member SRL.

Both natural persons and legal entities may be the sole shareholder of a standard SRL. The natural-person-only restriction applies to the simplified SRLS (Art. 2463-bis CC), not to the SRL unipersonale. A foreign company, a holding company, or an individual can all own 100% of an Italian SRL.

Under Art. 2462 §1 CC, only the company's assets answer for company obligations. That protection, however, has two specific breach conditions that every sole shareholder must understand.

Capital Rules for a Single-Member SRL

The key difference between a single-member SRL and a multi-member SRL is the capital payment rule at formation.

Multi-member founders pay only 25% of cash contributions at subscription (Art. 2464 §4 CC). When an SRL is formed by a single founder via a unilateral act, 100% of cash contributions must be paid in at subscription (Art. 2464 §4 CC). No deferral is permitted.

The minimum share capital is €1 for a reduced-capital SRL (Art. 2463 CC), with a standard threshold of €10,000 (Art. 2463 §2 n.4). The SRL share capital requirements page covers reduced-capital mechanics in full.

Table A: Single-Member SRL vs. Multi-Member SRL vs. SRLS

Sources: Art. 2462, 2463, 2463-bis, 2464, 2470, 2250 §4 CC.

For a detailed comparison, see how the single-member SRL differs from the SRLS.

The 90-Day Rule When an Existing SRL Becomes Single-Member

When a multi-member SRL loses its plurality (one member acquires all quotas), Art. 2464 last para. CC requires that any outstanding capital contributions be settled in full within 90 days of the ownership change. This is the most common compliance trap for foreign buyers acquiring 100% of an existing Italian SRL.

Table B: When Plurality Is Lost

The Liability Trap: When a Sole Shareholder Becomes Personally Liable

Under Art. 2462 §1 CC, the company's assets alone answer for company obligations. The sole shareholder is not personally exposed under normal circumstances.

The exception is Art. 2462 §2 CC. In insolvency, unlimited personal liability activates if either of the following is true:

• Cash contributions were not made in full per Art. 2464 (the 100% rule at formation, or the 90-day catch-up on conversion).
• The "socio unico" publicity filing with the Registro delle Imprese under Art. 2470 was not completed.

Both triggers are independent. Either one alone activates full personal liability.

Concerned about Art. 2462 liability exposure? Contact our Italian corporate team for a no-obligation review of your sole-shareholder setup. Request a consultation.

Disclosure and Filing Obligations for a Single-Member SRL

The Art. 2470 procedure satisfies the second liability trigger. The steps are as follows:

1. Verify the ownership change has occurred (quota transfer completed, or plurality lost).
2. Administrators prepare a declaration containing the required data: full name or corporate name of the sole shareholder, date and place of birth (or state of incorporation for legal entities), domicile or registered seat, and citizenship (Art. 2470 §4 CC).
3. File the declaration with the Registro delle Imprese within 30 days of the ownership change (Art. 2470 last para. CC).
4. If administrators fail to file, the sole shareholder may self-file as a fallback (Art. 2470 §6 CC).

The same 30-day filing obligation applies when plurality is restored.

All company acts and correspondence (invoices, contracts, letterhead) must also state "unico socio." This requirement is codified in Art. 2250 §4 CC (introduced by D.Lgs. 88/1993). Omitting it contributes to the publicity gap that can activate Art. 2462 §2 liability.

To understand the full steps of forming the company from scratch, see the full formation process.

Contracts Between the SRL and Its Sole Shareholder

Art. 2478 §3 CC requires that contracts between the SRL and its sole shareholder, and transactions in the sole shareholder's favor, be recorded in the administrators' decision book or in a written instrument bearing a date certain (data certa) that predates any creditor attachment. Without this, the contracts are unenforceable against company creditors. Note: the libro dei soci was abolished by D.L. 185/2008; the relevant book is now the administrators' decision book.

Tax Treatment of a Single-Member SRL

Single-member status does not change the company's tax position. The SRL pays IRES and IRAP at exactly the same rates as any multi-member SRL.

Table C: Tax Rates for a Single-Member SRL (Identical to Multi-Member)

Dividend distributions to an individual sole shareholder are subject to 26% withholding. The US-Italy tax treaty may reduce that rate; the applicable tier depends on ownership percentage.

Can a Foreign National Be the Sole Shareholder?

Yes. Non-EU individuals are subject to the condition of reciprocity (condizione di reciprocita) under Art. 16 Preleggi at formation; EU citizens are exempt. Once incorporated, Art. 2462 applies identically regardless of nationality or residency.

A foreign legal entity may also be the sole shareholder. The natural-person restriction applies only to the SRLS (Art. 2463-bis CC). For more on structuring Italian operations as a non-resident, see SRL for non-resident founders.