Types of Companies in Italy: Full Guide

Italian Legal Forms at a Glance

The table below covers all nine structures side by side. Values come directly from the Codice Civile and Agenzia delle Entrate.

Limited Liability Companies (Società di Capitali)

The three capital company forms, SRL, SRLS, and SpA, all limit members' liability to their investment in the company. They are the only structures that create a full legal separation between owner and business.

SRL (Società a Responsabilità Limitata)

The SRL is Italy's closest equivalent to a US LLC and the most widely used structure for foreign founders. Under Art. 2462 §1 of the Codice Civile, only the company's own assets respond for its obligations: members' personal assets are protected.

The minimum share capital is €1 (Art. 2463 §2 n.4 CC), though the standard threshold is €10,000. A reduced-capital SRL (€1–€9,999) is allowed, but all contributions must be in cash and fully paid in at formation. Crucially, the company must reserve one-fifth (20%) of annual net profits until the combined capital and reserve reach €10,000 (Art. 2463 §4–5 CC). This rule is commonly misreported as "5%" in secondary sources; the statute says one-fifth.

At formation, multi-member SRLs must pay in at least 25% of cash contributions, while a single-member SRL must pay in 100% (Art. 2464 CC). A sole member who fails to pay in the full capital, or who does not file the single-member disclosure with the Registro delle Imprese (Art. 2470 CC), loses limited liability protection for company debts (Art. 2462 §2 CC).

Governance is simple: one or more managers (amministratori) run the company. A statutory auditor becomes mandatory when the SRL exceeds, for two consecutive years, at least one of these thresholds: €4M total assets, €4M revenues, or 20 employees (Art. 2477 CC, as amended by D.Lgs. 14/2019 and D.L. 32/2019). Director liability is governed by Art. 2476 CC, not Art. 2392, which applies to SpA directors only.

Tax: IRES at 24% plus IRAP at approximately 3.9% standard (regional variation up to ~4.82–4.97%). Dividend withholding is 26% for individuals not covered by a treaty; the US-Italy tax treaty sets rates of 5%/15% depending on the stake held.

For SRL share capital rules in detail and a step-by-step SRL registration process, see the linked guides.

For a complete breakdown of SRL capital, formation steps, governance, and compliance, see our full guide to the Italian SRL.

SRLS (Società a Responsabilità Limitata Semplificata)

The SRLS is a simplified variant of the SRL introduced to lower the cost of incorporation. Capital must be between €1 and €9,999 (Art. 2463-bis CC). The age cap for founders was removed by D.L. 76/2013; no notary professional fee applies.

The critical restriction: membership is limited to natural persons only. Corporate shareholders, including foreign holding companies, cannot use the SRLS (Art. 2463-bis CC). In addition, the bylaws follow a standard inderogable model with no customization. If you need corporate shareholders, custom governance arrangements, or flexibility beyond the standard template, the SRL is the correct form. The SRLS carries the same IRES 24% + IRAP tax treatment as the SRL.

SpA (Società per Azioni)

The SpA is Italy's equivalent to a US C-Corporation or UK PLC. It limits liability to company assets (Art. 2325 CC) and requires a minimum capital of €50,000 (Art. 2327 CC), of which at least 25% must be paid in at formation (Art. 2342 CC).

Unlike the SRL, the SpA issues freely transferable shares (azioni) rather than membership interests (quote). A mandatory Collegio Sindacale (board of statutory auditors) applies in almost all cases, including listed companies and above-threshold unlisted SpA. The SpA is required for institutional VC and PE investment and for stock market listings. For a detailed SRL vs. SpA comparison covering capital, governance, and investor requirements, see our dedicated guide.

Partnerships (Società di Persone)

Italian partnerships do not offer limited liability. All or some partners remain personally liable for company debts. These structures are not recommended for foreign founders whose primary goal is liability protection.

SNC (Società in Nome Collettivo)

The SNC is Italy's general partnership. Art. 2291 CC states that all partners respond jointly and without limit ("tutti i soci rispondono solidalmente e illimitatamente") for company obligations. There is no minimum capital requirement, and in most cases no notarial deed is needed.

Taxation is not at entity level: profits pass through to partners and are taxed under IRPEF at their personal marginal rates. The SNC is used mainly for small domestic businesses where partners trust each other fully. It is not suitable for foreign founders seeking limited liability or asset separation. The US equivalent is a General Partnership.

SAS (Società in Accomandita Semplice)

The SAS splits partners into two classes. Accomandatari manage the company and bear unlimited personal liability. Accomandanti contribute capital and have liability capped at their contribution, but cannot participate in management (Art. 2313 CC).

The liability cap for accomandanti is fragile: Art. 2320 CC provides that any management interference by an accomandante removes their limited liability protection. There is no minimum capital. Tax treatment mirrors the SNC: IRPEF pass-through at the partner level. The SAS is used mainly for domestic family businesses. The US equivalent is a Limited Partnership (LP).

Other Business Structures

Four additional structures exist for specific circumstances. All are less commonly used than the SRL for market entry by foreign founders.

SApA (Società in Accomandita per Azioni)

The SApA combines SpA-style corporate governance and share issuance with at least one general partner (accomandatario) who bears unlimited personal liability. The minimum capital is €50,000 (Art. 2452 CC, by reference to Art. 2327 CC). This form is extremely rare in practice and is not recommended for foreign founders. There is no direct US equivalent; the closest analogy is a limited partnership with corporate-style governance.

Ditta Individuale (Sole Proprietorship)

The ditta individuale is Italy's sole proprietorship: one owner, no minimum capital, and unlimited personal liability for all business debts. It has no separate legal personality. Registration is through the Registro delle Imprese via a SCIA (Segnalazione Certificata di Inizio Attività).

Tax is under IRPEF. Sole proprietors may qualify for the forfettario flat-rate regime, which applies up to €85,000 in annual revenue. In practice, the ditta individuale requires Italian residency. It is not suitable for foreign non-residents. The US equivalent is a Sole Proprietor / Sole Trader.

Branch Office (Sede Secondaria di Società Estera)

A branch office is not a separate legal entity. The foreign parent company remains fully liable for all obligations incurred by the branch in Italy. The branch must appoint a permanent representative and register with the Registro delle Imprese.

Because a branch constitutes a permanent establishment, it is subject to IRES at 24% and IRAP at approximately 3.9% on Italian-source income. A branch is faster and cheaper to establish than a subsidiary, but it provides no liability separation. The US equivalent is a Foreign Branch.

Representative Office (Ufficio di Rappresentanza)

A representative office is limited to auxiliary or preparatory activities: marketing, liaison, market research. It cannot conduct commercial transactions. Provided those limits are respected, the office does not constitute a permanent establishment under OECD Model Tax Convention Art. 5 §4, and no Italian corporate income tax (IRES) arises.

Employees of the representative office are still subject to Italian payroll taxes and social security contributions. The office has no separate legal personality. The US equivalent is a Liaison or Representative Office.

Which Structure Is Right for a Foreign Founder?

For the vast majority of foreign founders, the SRL is the correct starting point. It requires only €1 in capital (Art. 2463 CC), imposes no nationality or residency requirement on shareholders or directors, and limits member liability to company assets (Art. 2462 CC). Non-EU founders should note the condizione di reciprocità under Art. 16 of the Preleggi: Italy conditions incorporation rights on whether the founder's home country grants equivalent rights to Italian nationals. EU citizens are exempt from this requirement.

Key restrictions to keep in mind: the SRLS is limited to natural persons, so foreign holding companies cannot use it (Art. 2463-bis CC). The ditta individuale requires Italian residency in practice, ruling it out for non-residents. A branch office leaves the parent fully liable, which is rarely the outcome a foreign company seeks.

A short decision guide:

• Starting a business in Italy as a foreign individual or company: choose the SRL.
• Need VC or PE funding, or planning a stock market listing: choose the SpA (or start with an SRL and convert later).
• Testing the Italian market without a standalone entity: consider a Branch Office.
• Market research or liaison activity only: use a Representative Office.

Ready to begin? Our team handles SRL formation for non-resident founders end to end, from notary coordination to Registro delle Imprese registration. Request a free consultation via our contact page.

For guidance on forming an SRL as a non-resident and starting the company formation process in Italy, see the linked pages.