{"id":3839,"date":"2026-03-11T09:15:23","date_gmt":"2026-03-11T08:15:23","guid":{"rendered":"https:\/\/notaiopadova.it\/establishing-a-limited-liability-company-srl-in-italian-a-comprehensive-guide-to-the-notarial-deed-requirements-and-necessary-formalities\/"},"modified":"2026-03-12T16:13:46","modified_gmt":"2026-03-12T15:13:46","slug":"establishing-a-limited-liability-company-srl-in-italian-a-comprehensive-guide-to-the-notarial-deed-requirements-and-necessary-formalities","status":"publish","type":"post","link":"https:\/\/notaiopadova.it\/en\/establishing-a-limited-liability-company-srl-in-italian-a-comprehensive-guide-to-the-notarial-deed-requirements-and-necessary-formalities\/","title":{"rendered":"Establishing a limited liability company (Srl in Italian): a comprehensive guide to the notarial deed, requirements, and necessary formalities"},"content":{"rendered":"\n

The incorporation of a limited liability company<\/strong> (Srl, in Italian) is the legal process through which a limited liability company is established, one of the most commonly used forms of corporation for conducting business activities.<\/p>\n\n

This article will discuss the establishment of a limited liability company, called Srl in Italy.\n\nEstablishing an SRL means creating an autonomous legal entity, distinct from its shareholders, in which the shareholders’ liability is limited to the amount of capital contributed. This principle, provided for in Article 2463 of the Civil Code*, is one of the main advantages of an SRL over sole proprietorships or partnerships.<\/p>\n\n

The establishment of a limited liability company<\/strong>\u00a0requires a notarized public deed, the definition of the corporate purpose, the determination of the minimum share capital, and a series of formalities at the relevant Companies Register. It is therefore not a simple bureaucratic formality, but a delicate stage of incorporation that affects the future management of the business.<\/p>\n\n

Many people wonder what the initial costs are for setting up a limited liability company (Srl), whether there is a minimum turnover requirement, what the requirements are for setting up an Srl, and whether it is possible to do so online. In this guide, we provide a clear and comprehensive analysis of each step, distinguishing between what is required by law and what depends on the organizational choices of the shareholders.<\/p>\n\n

<\/div>\n\n

What is an LLC\/Srl and why choose this type of company?<\/strong><\/h2>\n\n

An Srl is a type of company<\/strong> that belongs to the category of joint-stock companies. When the company is established, it acquires assets that are separate from those of its shareholders. This means that, in general, the shareholders’ liability is limited to the capital they have contributed and does not extend to their personal assets.<\/p>\n\n

The establishment of a limited liability company allows you to organize your business in a structured manner, with internal rules defined by the articles of association and the bylaws. It is a solution often chosen when you want to clearly separate business risk from your personal life.<\/p>\n\n

There is no minimum turnover or minimum revenue volume required for incorporation. What the law requires for incorporation is compliance with the requirements of the Civil Code and the necessary formalities.<\/p>\n\n

<\/div>\n\n

How to set up a limited liability company before a notary<\/strong><\/h2>\n\n

An LLC is established by means of a public deed drawn up by a notary. The deed of incorporation and the articles of association must be signed before a notary, who ensures that they comply with the law and verifies the identity and legal capacity of the shareholders.<\/p>\n\n

The incorporation procedures can be traditional, with physical presence, or electronic, but notarization is always required. Under ordinary law, it is not permitted to incorporate a limited liability company without a public deed.<\/p>\n\n

The moment of incorporation coincides with the signing of the deed. However, the company only acquires legal personality upon registration with the Register of Companies, which takes place through filing.<\/p>\n\n

The notary takes care of this phase, ensuring that the incorporation of the limited liability company is correctly registered with the Companies Register within the prescribed time limits.<\/p>\n\n

<\/div>\n\n

Articles of association and bylaws: structure, mandatory content, and share capital regulations<\/strong><\/h2>\n\n

The articles of association and the bylaws represent the legal basis for the establishment of a limited liability company<\/strong>. These documents, drawn up by a notary and signed before a notary, define the identity, rules, and organizational structure of the limited liability company<\/strong>.<\/p>\n\n

Article 2463 of the Civil Code establishes which elements must be included in the articles of association. These are not standard formulas, but essential details that affect the validity of the company’s incorporation.<\/p>\n\n

Mandatory content includes:<\/p>\n\n

    \n
  • the company name, with the indication \u201cLLC\u201d or Srl for Italy;<\/li>\n\n\n\n
  • the registered office;<\/li>\n\n\n\n
  • the corporate purpose, i.e., the activity that the company intends to carry out;<\/li>\n\n\n\n
  • the amount of share capital<\/strong>;<\/li>\n\n\n\n
  • the subscribed capital and the contributions of the shareholders;<\/li>\n\n\n\n
  • the rules on administration and representation.<\/li>\n<\/ul>\n\n

    Within the articles of association, a clear distinction must be made between share capital<\/strong>, subscribed capital, and paid-up capital.<\/p>\n\n

    The minimum share capital for an ordinary limited liability company (Srl) <\/strong>is \u20ac10,000. This represents the threshold set by law for ordinary companies. However, it is possible to set up a limited liability company with capital of less than \u20ac10,000, even as little as \u20ac1, in accordance with the regulations for companies with reduced capital.<\/p>\n\n

    Subscribed capital is the commitment made by shareholders to contribute a certain amount or certain assets to the company. It is therefore a legal obligation that arises at the time of incorporation.<\/p>\n\n

    Proper drafting of the articles of association and bylaws allows for clear regulation of the amount of share capital, the limits on contributed capital, and the procedures for any future increases. The process of establishing a limited liability company should not be viewed as a mere formality, but as a structural choice that affects the stability of the company over time.<\/p>\n\n

    <\/div>\n\n

    Contribution of share capital: payment methods and capital of less than \u20ac10,000<\/strong><\/h2>\n\n

    When establishing a limited liability company, the issue of capital contribution becomes particularly important. It is not enough to indicate a minimum capital in the articles of association: it is necessary to indicate how much is paid in and how.<\/p>\n\n

    In an ordinary limited liability company (Srl)<\/strong> with a share capital of \u20ac10,000, the law requires that at least 25% of the cash contributions be paid up at the time of incorporation. In the case of a single-member limited liability company (Srl)<\/strong>, however, the payment must be made in full from the outset. This aspect is fundamental because it affects the correct formation of the company’s assets.<\/p>\n\n

    When a limited liability company is established with capital of less than \u20ac10,000, even as little as \u20ac1, the rules are different. The minimum capital is reduced, but the law requires a significant portion of annual profits to be allocated to reserves until the ordinary threshold is reached. In other words, lower capital entails subsequent constraints on the management of the company.<\/p>\n\n

    The capital may be paid in by:<\/p>\n\n

      \n
    • deposit into a restricted account in the name of the company being formed;<\/li>\n\n\n\n
    • delivery of cashier’s check to the notary;<\/li>\n<\/ul>\n\n
        \n
      • transfer to the dedicated account of the notary or to that of the person who will hold the position of administrator.<\/li>\n\n\n\n
      • contribution of assets in kind, in compliance with the law and only if the capital is set at a minimum of \u20ac10,000.<\/li>\n<\/ul>\n\n

        In the case of contributions other than cash, specific rules must be followed to ensure that the assets contributed are correctly valued.<\/p>\n\n

        Understanding the difference between minimum share capital, subscribed capital, and paid-up capital is essential to avoid mistakes when setting up a limited liability company. Capital is not just a formal requirement under Article 2463 of the Civil Code, but represents the initial capital base on which the company’s activities are founded.<\/p>\n\n

        <\/div>\n\n

        Ordinary limited liability company, simplified limited liability company, and single-member limited liability company<\/strong><\/h2>\n\n

        The types of Srl include the ordinary Srl, the simplified Srl (Srls), and the single-member Srl.<\/p>\n\n

        A simplified limited liability company (Srl semplificata) is a simplified limited liability company with capital ranging from \u20ac1 to \u20ac9,999 that uses a standard, non-modifiable model of articles of association. This reduces notary fees but limits the customization of the articles of association and restricts the flexibility of the company.<\/p>\n\n

        A single-member limited liability company, on the other hand, is a limited liability company with only one member. In this case, the members’ liability is limited, but it is essential to comply with the obligation to pay the capital in full and to disclose the single-member status.<\/p>\n\n

        The choice between an ordinary Srl and an Srls should be evaluated not only on the basis of start-up costs, but also in relation to organizational requirements and the future management of an Srl, which often quickly leads to the need to transform the Srls into an Srl, incurring additional costs.<\/p>\n\n

        Following recent regulatory changes, it is now possible to set up an ordinary limited liability company (Srl) with capital of less than \u20ac10,000. In this case, it will be possible to customize the articles of association from the outset, but contributions must be made in full. The obligation to allocate a significant portion of annual profits to reserves until the ordinary threshold is reached remains unchanged, and contributions other than cash cannot be made.<\/p>\n\n

        <\/div>\n\n

        Requirements after incorporation<\/strong><\/h2>\n\n

        The incorporation of the company involves a series of subsequent formalities.<\/p>\n\n

        After registering with the Register of Companies, with the help of an accountant, you must apply for a tax code and VAT number, activate any INPS and INAIL positions, and fulfill your accounting obligations. You will also need to activate the certified email address (PEC) for the company and the administrator.<\/p>\n\n

        Tax and accounting requirements are not part of the notarial deed, but complete the incorporation phase. Through the Single Communication, many of these bureaucratic requirements are managed in a coordinated manner.<\/p>\n\n

        There is no minimum turnover requirement for opening an Srl. However, it is necessary to carefully evaluate start-up costs, incorporation expenses, and costs to be considered in the initial management phase.<\/p>\n\n

        Furthermore, the Civil Code requires companies to keep corporate and accounting records. The law grants notaries the power to \u201csign and certify commercial records in accordance with the provisions of the Commercial Code\u201d and \u201cissue copies or extracts of documents submitted to them and of commercial records and registers.\u201d<\/p>\n\n

        <\/div>\n\n

        How much does it cost to set up a limited liability company<\/strong><\/h2>\n\n

        The costs of incorporation vary depending on the complexity of the deed and the type chosen.<\/p>\n\n

        For an ordinary limited liability company, established either in person or online, the expenses to be incurred (usually included in notary fees) are \u20ac200 in registration tax, \u20ac156 in stamp duty, and \u20ac43 in archive fees. As for the registration of the company in the register of companies, there is a \u20ac90 administrative fee and \u20ac100 for the annual fee. Notary fees are added to these costs.<\/p>\n\n

        If the company is a single-member company, \u20ac90 in administrative fees must be paid to the relevant company registry for the notification of the sole member, which can be done by the notary at the time of registration or by the accountant at a later date. The above costs are reduced in accordance with the regulations applicable to this type of company if the company is registered in the special section reserved for innovative start-ups.<\/p>\n\n

        In the case of simplified limited liability companies, there are no notary fees, but taxes and duties still apply. It is important to distinguish between notary costs and share capital, which is not a cost but an asset.<\/p>\n\n

        The assessment of start-up costs should be carried out considering not only the immediate outlay, but the entire structure of the company.<\/p>\n\n

        <\/div>\n\n

        Mistakes to avoid when setting up a Srl<\/strong><\/h2>\n\n

        One of the most common mistakes is to neglect the definition of the corporate purpose. A purpose that is too generic can generate uncertainty, while one that is too narrow can limit future activity.<\/p>\n\n

        Another mistake concerns the superficial choice between the different types of limited liability companies, without assessing the consequences in terms of managing a limited liability company and the possibility of amending the articles of association.<\/p>\n\n

        The determination of minimum capital and the correct regulation of contributions also require attention. The incorporation phase must be approached with awareness, as it affects the future stability of the company.<\/p>\n\n

        The establishment of a limited liability company (Srl)<\/strong> represents the founding moment of entrepreneurial activity. It is not just a matter of \u201copening\u201d an Srl, but of creating a legal structure that is intended to last over time.<\/p>\n\n

        The role of the notary is fundamental in ensuring legality, certainty, and regulatory compliance in the incorporation of a limited liability company. A preliminary consultation allows you to clarify any doubts, evaluate the most appropriate incorporation methods, and prepare a memorandum of association that is consistent with your business objectives.<\/p>\n\n

        Carefully addressing the incorporation phase means preventing future problems and building a solid foundation for the business.<\/p>\n\n

        <\/div>\n\n

        FAQ \u2013 Incorporating an LLC: frequently asked questions<\/strong><\/h2>\n\n
        \n
        \n
        \n
        \n
        \n

        What is the minimum capital required to set up a limited liability company?<\/strong><\/h3>\n
        <\/div>
        <\/div><\/div><\/div><\/div>\n\n\n\n
        \n

        The minimum share capital for an ordinary limited liability company (Srl) is \u20ac10,000. It is possible to set up a limited liability company with less capital, even as little as \u20ac1, but in this case there will be certain restrictions on the distribution of profits and on the entities that can be contributed.<\/p>\n<\/div><\/div>\n<\/div>\n\n\n\n

        \n
        \n

        Can you set up a Srl without a notary?<\/strong><\/h3>\n
        <\/div>
        <\/div><\/div><\/div><\/div>\n\n\n\n
        \n

        No. The establishment of a limited liability company requires a public deed drawn up by a notary. Even when done electronically, the involvement of a notary is mandatory.<\/p>\n<\/div><\/div>\n<\/div>\n\n\n\n

        \n
        \n

        When does a limited liability company acquire legal personality?<\/strong><\/h3>\n
        <\/div>
        <\/div><\/div><\/div><\/div>\n\n\n\n
        \n

        The company acquires legal personality upon registration with the relevant Companies Register.<\/p>\n<\/div><\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n\n

        \n
        \n
        \n

        How much does it cost to set up an Srl?<\/strong><\/h3>\n
        <\/div>
        <\/div><\/div><\/div><\/div>\n\n\n\n
        \n

        The costs of incorporation vary depending on the complexity of the deed and the type chosen. Notary fees, taxes, and chamber of commerce fees must be taken into account.<\/p>\n<\/div><\/div>\n<\/div>\n\n\n\n

        \n
        \n

        Is there a minimum turnover requirement to open a Srl?<\/strong><\/h3>\n
        <\/div>
        <\/div><\/div><\/div><\/div>\n\n\n\n
        \n

        No. The law does not stipulate a minimum turnover for the establishment of a limited liability company.<\/p>\n<\/div><\/div>\n<\/div>\n\n\n\n

        \n
        \n

        What happens if profits are not set aside in a simplified limited liability company?<\/strong><\/h3>\n
        <\/div>
        <\/div><\/div><\/div><\/div>\n\n\n\n
        \n

        In simplified limited liability companies with capital of less than \u20ac10,000, it is mandatory to set aside at least 20% of annual profits until the ordinary threshold is reached.<\/p>\n\n\n\n

        If the company does not generate profits, there is no obligation to set aside reserves.If, on the other hand, it generates profits but does not set them aside correctly, the distribution may be unlawful and directors may be held liable.<\/p>\n<\/div><\/div>\n<\/div>\n<\/div>\n\n

        <\/div>\n\n

        * Main regulatory reference: Article 2463 of the Civil Code.<\/p>\n\n

        <\/p>\n","protected":false},"excerpt":{"rendered":"

        The incorporation of an LLC (SRL in Italy) is the legal process through which a limited liability company is established. In this article, we analyze the requirements, minimum share capital, role of the notary, differences between ordinary LLCs, simplified LLCs, and single-member LLCs, start-up costs, and the main requirements necessary to properly start the company.<\/p>\n","protected":false},"author":5,"featured_media":3837,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[30],"tags":[37,22],"class_list":["post-3839","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-corporate","tag-llc-or-srl","tag-taxation"],"_links":{"self":[{"href":"https:\/\/notaiopadova.it\/en\/wp-json\/wp\/v2\/posts\/3839","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/notaiopadova.it\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/notaiopadova.it\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/notaiopadova.it\/en\/wp-json\/wp\/v2\/users\/5"}],"replies":[{"embeddable":true,"href":"https:\/\/notaiopadova.it\/en\/wp-json\/wp\/v2\/comments?post=3839"}],"version-history":[{"count":3,"href":"https:\/\/notaiopadova.it\/en\/wp-json\/wp\/v2\/posts\/3839\/revisions"}],"predecessor-version":[{"id":3842,"href":"https:\/\/notaiopadova.it\/en\/wp-json\/wp\/v2\/posts\/3839\/revisions\/3842"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/notaiopadova.it\/en\/wp-json\/wp\/v2\/media\/3837"}],"wp:attachment":[{"href":"https:\/\/notaiopadova.it\/en\/wp-json\/wp\/v2\/media?parent=3839"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/notaiopadova.it\/en\/wp-json\/wp\/v2\/categories?post=3839"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/notaiopadova.it\/en\/wp-json\/wp\/v2\/tags?post=3839"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}