IBL

Italian company formation · S.r.l.s. · Small business

Italian S.r.l.s.: the Simplified Limited Liability Company

The società a responsabilità limitata semplificata is a low-cost version of the Italian S.r.l., designed for individual founders and small businesses: share capital from EUR 1, standard bylaws, and no notary fees on incorporation.

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Capital from EUR 1No notary feesSingle-member allowedFast incorporation

EUR 1Minimum share capital, cash only

< EUR 10,000Capital ceiling before conversion

Individuals onlyNo corporate shareholders permitted

Standard bylawsNo governance customisation

Strategic overview

What the S.r.l.s. is, and who it is for

The S.r.l.s. is not a separate type of company: it is a simplified, lower-cost route into the ordinary Italian S.r.l. It offers the same limited liability, with a much lighter entry barrier — but at the price of a rigid structure that cannot be adapted to the founders' wishes.

It works well for individual entrepreneurs, freelancers moving into corporate form, small local businesses and early-stage projects where the founders are natural persons, the capital needs are minimal and the governance is straightforward.

It works badly, and sometimes cannot be used at all, where a corporate shareholder is involved, where investors need tailored rights, where capital above EUR 10,000 will be required, or where the business is in a regulated sector such as banking or insurance.

How we approach it: the S.r.l.s. is a genuinely good instrument when the project fits it, and a false economy when it does not — because converting later costs more than starting correctly. We check the fit before recommending it.

The rules

Main features of the Italian S.r.l.s.

Eight characteristics define the vehicle. Most of them are advantages; three of them are constraints that cannot be negotiated away.

Limited liability

Shareholders are liable within the limits of the capital they contribute, subject to mandatory law, directors' duties and exceptional liability scenarios.

Natural persons only

Quotas may be held only by individuals, Italian or foreign. A company — including a foreign parent — cannot be a shareholder in an S.r.l.s.

Minimum share capital

Capital may be set from EUR 1 and must remain below EUR 10,000. It is subscribed and paid in full at incorporation.

Cash contributions only

The capital must be contributed in cash. Contributions in kind — equipment, receivables, intellectual property — are not permitted.

Single-member company

An S.r.l.s. can be formed with one shareholder who also acts as sole director, which is the most common configuration in practice.

Standard, non-customisable bylaws

The bylaws follow a statutory model and cannot be modified. Governance, transfer rules and decision-making are fixed by law, not by agreement.

No notary fees

The deed of incorporation is still executed before a notary, but the notary's professional fees are waived, and registration formalities benefit from exemptions.

Fast incorporation

Because the documents are standardised, the company can normally be formed and registered within a few working days once the paperwork is in order.

Mandatory name

The corporate name must state that the company is a società a responsabilità limitata semplificata, which makes the reduced-capital status visible to counterparties.

A frequent misunderstanding: "no notary fees" does not mean "no notary". The deed of incorporation is a notarial deed, drawn up on the statutory standard model. What the law removes is the notary's fee, not the notary's involvement.

Suitability

Who the S.r.l.s. suits, and who it doesn't

The honest version of the comparison, before anyone signs anything.

A good fit when

The founders are individuals, not companies.
The capital need is genuinely small and can be met in cash.
There is one shareholder, or a few with fully aligned interests.
Standard governance is sufficient and no tailored rights are needed.
Setup cost is a real constraint on launching the business.
The activity is ordinary commerce or services, not a regulated sector.

The wrong choice when

A foreign or Italian company needs to hold the shares.
External investors will enter and require negotiated protections.
Capital of EUR 10,000 or more will be needed.
Assets rather than cash are to be contributed to the company.
The business requires banking, insurance or similar authorisations.
Credibility with banks, landlords or large clients is decisive.
A shareholders' agreement architecture is central to the project.

On perception: an S.r.l.s. is a real limited liability company, but its name signals minimal capital. Some banks, suppliers and public buyers read that as a credit signal. Where the business depends on those relationships, the ordinary S.r.l. is often worth its higher setup cost.

Decision support

S.r.l.s. vs ordinary S.r.l.

Both give limited liability. They differ in what you can do with the structure once it exists.

Issue	S.r.l.s. (simplified)	S.r.l. (ordinary)	What it means in practice
Shareholders	Natural persons only.	Individuals and companies, Italian or foreign.	A foreign group setting up an Italian subsidiary must use the ordinary S.r.l.
Share capital	From EUR 1, below EUR 10,000, cash only.	Ordinarily EUR 10,000; reduced-capital options exist under specific rules.	The S.r.l.s. lowers the entry cost but caps the company's own capitalisation.
Contributions	Cash only.	Cash, assets in kind or receivables, subject to valuation rules.	Founders contributing equipment or IP need the ordinary form.
Bylaws	Statutory standard model, not modifiable.	Drafted and negotiated freely within the limits of the law.	Reserved matters, transfer restrictions and tailored rights are only possible in an S.r.l.
Incorporation cost	No notary fees, with registration exemptions.	Notary fees and ordinary formation costs apply.	The saving is real, but one-off; running costs are broadly comparable.
Investor readiness	Poor: no room for negotiated governance or corporate holders.	Good: the standard vehicle for investment and joint ventures.	If a raise is foreseeable, starting as an S.r.l. avoids a later conversion.
Ongoing obligations	Accounting, tax and register filings apply in full.	Same.	The S.r.l.s. is cheaper to open, not cheaper to run.
Best for	Solo founders, micro-businesses, first ventures.	Subsidiaries, partnerships, funded businesses, anything scalable.	Choose on the next three years, not on the first invoice.

Compare with the ordinary S.r.l.See all Italian company types

Procedure

How to set up an S.r.l.s. in Italy

The formalities are lighter than for an ordinary company, but they are not absent. The sequence below is what actually has to happen.

Confirm the S.r.l.s. is the right vehicle

We check the shareholder profile, the capital needed, the intended activity and whether any licence, investor or contribution in kind would rule the simplified form out.

Define the company's identity

Corporate name including the required wording, registered office address, corporate purpose, activity code, share capital, shareholders and the appointment of the director or directors.

Tax codes and identification

Each shareholder and director needs an Italian tax code (codice fiscale) and valid identification. Non-residents obtain the tax code through a consulate or a local representative.

Notarial deed on the standard model

The deed of incorporation is executed before an Italian notary using the statutory standard bylaws. Founders may attend in person or act through a power of attorney.

Payment of the share capital

The capital is subscribed and paid in cash in full at incorporation, to the directors, according to the mechanics agreed in advance with the notary.

Registration with the Companies Register

The notary files the deed with the competent Chamber of Commerce, and the company is entered in the Registro delle Imprese.

VAT number, PEC and digital signature

The company obtains its Italian VAT number, a certified electronic mail address and a digital signature for the director, all of which are needed for e-invoicing and filings.

Accountant, permits and operational start

An accountant is appointed for tax and bookkeeping compliance. Where the activity requires it, a SCIA or a sector-specific authorisation is filed before trading begins.

Timing note: once tax codes, identification and the registered address are ready, the incorporation itself is quick — often a matter of a few working days. Delays almost always come from the preparation stage, not from the register.

For international clients

Can a foreign founder open an S.r.l.s.?

Yes, provided the founder is an individual. This is the single most important restriction for international clients, and the one most often discovered too late.

Foreign individuals

Non-Italian individuals may hold quotas and act as directors, subject to identification, an Italian tax code and the ordinary anti-money-laundering checks.

Foreign companies

A foreign company cannot be a shareholder in an S.r.l.s. Groups setting up an Italian subsidiary must use an ordinary S.r.l., a branch or another structure.

Remote incorporation

Where the founder cannot travel, the deed can generally be executed through a notarised and, where required, apostilled power of attorney, translated into Italian.

Banking

Opening an Italian account for a company with minimal capital and a non-resident director takes preparation. Start the KYC process early rather than after registration.

Directors resident abroad

A director resident outside Italy is possible, but the practical management, digital signature and administrative access should be organised so the company can actually operate.

Immigration and social security

Holding quotas is not the same as working in Italy. Where the founder will also work here, immigration and social security position must be assessed separately.

After incorporation

Running an S.r.l.s. properly

The simplification is at the entrance only. Once formed, an S.r.l.s. carries the same recurring obligations as any Italian limited company.

Recurring obligations

Full bookkeeping and corporate books.
Annual financial statements, approved and filed with the register.
Corporate and regional tax returns, plus periodic VAT obligations.
Electronic invoicing and, where applicable, cross-border reporting.
Beneficial ownership and register updates when details change.
Payroll, contributions and workplace safety where staff are employed.

Good practice for the first year

A written business plan with objectives, market and growth assumptions.
A calendar of tax, accounting and register deadlines from day one.
Contract templates aligned with Italian mandatory rules on payment and termination.
Clear separation between personal and company funds — the basis of limited liability.
Corporate compliance review as the business takes shape.
An early decision on whether the capital is adequate for the activity.

On undercapitalisation: a company formed with a symbolic capital that trades well beyond its means is exposed. Limited liability protects shareholders who respect the corporate form, not those who use the company as a personal account. Capital should be adequate to the activity, whatever the legal minimum.

Next stage

Growing out of the S.r.l.s.

The simplified form is designed to be temporary. Several ordinary business events take the company out of it.

Raising capital to EUR 10,000

Once the capital reaches or exceeds the threshold, the company operates as an ordinary S.r.l. and the standard bylaws give way to a set that can finally be drafted properly.

A company becomes a shareholder

If quotas are transferred to a legal entity, the simplified form can no longer be maintained and the position has to be regularised.

Investors or partners entering

Any negotiated arrangement — reserved matters, tag and drag, pre-emption, exit rights — requires bylaws that the S.r.l.s. does not allow.

Contributions in kind

Bringing assets, equipment or intellectual property into the company means moving to the ordinary form, with the applicable valuation rules.

Bank and client requirements

Credit lines, large contracts and public tenders often make a properly capitalised S.r.l. the practical minimum, regardless of what the law permits.

Planning the transition

The conversion is a corporate operation with notarial and register steps. It is straightforward when anticipated, and disruptive when triggered by a deal already in progress.

Move to an ordinary S.r.l.Consider an S.p.A.

Get your quote today

Tell us about your project and we will confirm whether the S.r.l.s. fits, list the documents needed and put together a fixed-fee proposal for the incorporation.

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Our legal service

S.r.l.s. incorporation service

We manage the legal side from the suitability check through to the first operational filings.

Suitability check

A clear answer on whether the S.r.l.s. works for your project, or whether an ordinary S.r.l. would save money over the medium term.

Document preparation

Corporate name, purpose and activity code, registered office arrangements, tax codes, identification and anti-money-laundering documentation.

Notary coordination

Scheduling and coordination of the notarial deed on the standard model, including powers of attorney where a founder cannot attend.

Registration and set-up

Companies Register filing, VAT number, PEC, digital signature and introduction to accounting and payroll providers.

Licences and start of activity

Assessment of any SCIA, permit or sector authorisation required before trading, and preparation of the relevant filings.

Growth and conversion

Support when the company outgrows the simplified form: capital increase, conversion to an ordinary S.r.l. and properly drafted bylaws.

FAQ

Italian S.r.l.s.: frequently asked questions

Preliminary answers for founders assessing the simplified limited liability company.

What does S.r.l.s. mean?

S.r.l.s. stands for società a responsabilità limitata semplificata, the simplified version of the Italian limited liability company. It offers the same limited liability as an ordinary S.r.l., with reduced capital, standard bylaws and no notary fees on incorporation.

What is the minimum share capital?

The capital can be as little as EUR 1 and must remain below EUR 10,000. It has to be subscribed and paid in full, in cash, at the time of incorporation.

Can a company be a shareholder in an S.r.l.s.?

No. Only natural persons may hold quotas in an S.r.l.s. A foreign or Italian company wishing to own an Italian subsidiary has to use an ordinary S.r.l. or another structure.

Is a notary really required if there are no notary fees?

Yes. The deed of incorporation is a notarial deed, drawn up on the statutory standard model. What the law removes is the notary's professional fee, together with certain registration charges — not the notarial step itself.

Can the bylaws be customised?

No. The bylaws follow a fixed statutory model. Reserved matters, transfer restrictions, veto rights and tailored governance are not available. If those matter to your project, the ordinary S.r.l. is the right form.

Can I contribute equipment or intellectual property instead of cash?

No. Contributions to an S.r.l.s. must be in cash. Contributions in kind require the ordinary S.r.l., where they are permitted subject to valuation rules.

Can a foreign individual set one up?

Yes. Foreign individuals may be shareholders and directors, subject to identification, an Italian tax code and anti-money-laundering checks. Where the founder cannot travel, the deed can generally be executed through a properly drafted power of attorney.

Can an S.r.l.s. carry out any business activity?

Not every activity. Regulated sectors such as banking and insurance are outside its scope, and some activities require capital, authorisations or a structure the simplified form cannot provide. The intended activity should be checked before incorporation.

What happens if the company grows?

Increasing the capital to EUR 10,000 or more, or admitting a corporate shareholder, takes the company out of the simplified regime and into the ordinary S.r.l. This is a normal step, best planned in advance rather than triggered mid-transaction.

Is an S.r.l.s. cheaper to run than an ordinary S.r.l.?

Not meaningfully. The saving is concentrated at incorporation. Accounting, tax returns, financial statements, VAT and register filings apply in the same way to both forms.

Will banks and clients treat an S.r.l.s. differently?

Sometimes. The corporate name discloses the simplified, minimally capitalised status, and some banks, landlords and large buyers factor that into credit and counterparty assessments. Where those relationships are decisive, an ordinary S.r.l. is often preferable.

What should be prepared before requesting a quote?

The identity and residence of the founders, the intended activity, the proposed capital, the registered office, who will be director, whether staff will be hired, and whether any licence is required for the business.

Start with the right company, not just the cheapest one.

We will tell you plainly whether the S.r.l.s. fits your project or whether the ordinary S.r.l. will cost less over three years — then handle the incorporation either way.

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Send us your project details — founders, activity, capital and timeline — and we will come back with the recommended structure, the documents required and a fixed-fee proposal.

This page provides general information on the Italian simplified limited liability company and does not constitute legal or tax advice. Capital thresholds, formalities, permitted activities and tax treatment depend on the specific circumstances and on the legislation in force, and should be confirmed case by case.