Limited Liability Company

General Information

The S.r.l. is the most popular corporate form providing limited shareholder liability and attracts small and medium-sized businesses as well as holding companies. A relatively moderate statutory framework allows a high degree of flexibility in drafting the memorandum of association. In terms of statutory provisions, the S.r.l. is equivalent to the German GmbH.

Incorporation

Formation by at least one person - individual or legal; nationality irrelevant.
Incorporation requires notarial deed of incorporation (if single founder) followed by entry into the Companies' Register. The company comes into legal existence immediately upon registration. Any person acting in the name of the S.r.l. prior to registration is deemed to be personally liable.

Duration of incorporation of approximately 1 - 6 weeks.

Incorporation costs of approximately € 3,000 plus VAT for notarial fees.

Capitalisation and Financing

The statutory minimum corporate capital, which must fully paid up prior to incorporation, amounts to € 10,000. Contributions can be made in cash, in kind or assignment of receivables. Non-cash considerations must, however, be valued to ensure their adequacy.

Board Structure

The only compulsory corporate body of a S.r.l. is its quotaholders' meeting. Quotaholders may decide freely on any company matter, either by means of quotaholders' resolutions or written decisions.

The appointment of a board of director(s) is optional; its competences shall be outlined in the articles of association.

A board of auditors is compulsory only in the cases set forth by Sec. 2477 ICC, e.g. if corporate capital exceeds € 120,000.

Annual Costs

Approximately € 825 - 885 (filing costs and stamp duty, registration fee).

Corporate Taxation and Financial Reporting

Companies, having their registered or administrative office or main business in Italy, are liable to pay companies income tax (IRES) on their net aggregate income accruing in Italy or abroad. Taxable income is profit resulting from profit and loss account; expenses and costs necessary for production are deductible.
Tax rate is 33 %.
Annual accounts must be drawn up within 120 days of the end of the business year. Generally, accounts must consist of a balance sheet, a profit and loss statement, a note to the financial statements and a report on the management (plus auditor's report, if appointed). For businesses considered "small" under ICC, relief is possible. Accounting must be done in accordance with Italian GAAP.

Employee Participation in Corporate Bodies

None.