Introduction
The Italian S.r.l.s. was created to make the start of a business activity faster and more economically accessible.
The incorporation procedure partly mirrors that of the Italian S.r.l., but includes important simplifications, especially in the initial phase.
Below is a step-by-step overview of how an Italian S.r.l.s. is incorporated and which requirements are necessary to make it operational under Italian law.
Acquisition of legal personality
Like all capital companies, an Italian S.r.l.s. acquires legal personality only upon:
- execution of the articles of incorporation
- registration with the Italian Companies Register
Only after registration does the company become an autonomous legal entity distinct from its shareholders.
Role of the notary
The incorporation of an Italian S.r.l.s. takes place through an Italian notary, but with a significant difference compared to the ordinary Italian S.r.l.
The notary:
- is required to intervene
- performs the legal compliance check of the deed
- cannot charge fees for the execution of the deed
The notary’s role remains essential, even though it is provided free of charge in terms of remuneration.
Standardized articles of incorporation
One of the core elements of the Italian S.r.l.s. is the standardized articles of incorporation.
Key features:
- mandatory use of the ministerial template
- content predetermined by Italian law
- no possibility of modification or integration
This model ensures speed, but prevents any customization of the company’s internal rules.
Share capital in the Italian S.r.l.s.
The share capital of an Italian S.r.l.s. follows specific rules:
- amount between €1 and €9,999
- capital fully paid in at the time of incorporation
- payment methods indicated in the articles of incorporation
Unlike the ordinary Italian S.r.l., no deferred capital payments are allowed.
Filing and registration
Once the deed is signed:
- the notary files it electronically with the Italian Companies Register
- registration takes place immediately
Upon registration:
- the Italian S.r.l.s. acquires legal personality
- shareholders’ liability becomes limited
- the company becomes enforceable against third parties
Tax code and VAT number
Also for the Italian S.r.l.s.:
- the tax code
- and the VAT number
are assigned through electronic communication with the Italian Revenue Agency, connected to the registration procedure.
Post-incorporation obligations
After registration, the Italian S.r.l.s. must complete the same obligations required for an Italian S.r.l., including:
- registration with INAIL for directors
- possible registration with INPS, if required by Italian social security rules
- identification of the ATECO code, necessary for tax and social security purposes
These steps make the company fully operational.
Timing of incorporation
Thanks to standardization:
- the incorporation procedure of an Italian S.r.l.s. is generally faster
- the process can be completed within a few days, depending on technical timelines of the involved authorities
Simplification applies exclusively to the start-up phase.
Operational differences compared to the Italian S.r.l.
In summary, the incorporation procedure of the Italian S.r.l.s. is characterized by:
- absence of notary fees
- use of standard templates
- lower initial costs
- a more streamlined process
All obligations following incorporation remain identical to those of the Italian S.r.l.
Conclusion
The Italian S.r.l.s. allows the incorporation of a capital company with:
- reduced initial costs
- shorter timelines
- limited liability
However, simplification applies only to incorporation.
Subsequent management follows the ordinary rules applicable to capital companies under Italian law.
👉 Do you want to understand whether the Italian S.r.l.s. is really the right choice to start, or if it is better to set up an Italian S.r.l. from the beginning?
You can receive a free, no-obligation tax consultation with one of our experts by clicking below.