Introduction
The Italian Limited Liability Company (S.r.l.) is one of the most commonly used corporate forms in Italy.
It is chosen by those who want to run a business with a solid, flexible structure capable of growing over time.
In this article, we look at what an Italian S.r.l. is, how it works, and what its fundamental elements are, based exclusively on the rules provided by Italian law.
What is an Italian S.r.l.
An Italian S.r.l. is a capital company governed by the Italian Civil Code.
Its main feature is the limitation of the shareholders’ financial liability.
In practice:
- the company’s obligations are satisfied only with the company’s assets
- shareholders are not liable with their personal assets
- each shareholder risks only what they have contributed
This principle represents a central safeguard for anyone starting or managing a business under Italian law.
Asset autonomy and liability
The Italian S.r.l. has full asset autonomy.
The capital paid in by shareholders becomes part of the company’s assets and is independent from their personal assets.
However, there are important exceptions:
- in cases of improper management
- in the presence of abuse of legal personality
- when liability of directors for mismanagement arises
In these cases, Italian law allows liability actions against the directors or the shareholders involved.
Number of shareholders and single-member S.r.l.
An Italian S.r.l. can be incorporated:
- by two or more shareholders
- or by a single shareholder
In the case of a single-member Italian S.r.l., the company remains a capital company in all respects, but:
- the share capital must be fully paid in at the time of incorporation
This requirement serves to strengthen creditor protection when there is only one economic subject behind the company.
Minimum share capital
The minimum share capital required for an Italian S.r.l. is €10,000.
At the time of incorporation:
- if there is more than one shareholder, it is sufficient to pay in at least 25%
- the remaining amount may be paid in later, according to the agreed terms
The share capital represents:
- the company’s initial economic base
- a first guarantee for creditors
- the reference parameter for shareholders’ quotas
Shareholders’ contributions
Shareholders may contribute:
- cash
- assets
- receivables
- work or services, within the limits allowed by Italian law
The value of the contributions determines:
- each shareholder’s participation quota
- administrative and financial rights, unless otherwise provided in the bylaws
The articles of association may establish specific rules, granting particular rights to certain shareholders.
Corporate bodies of the Italian S.r.l.
The organizational structure of an Italian S.r.l. includes several corporate bodies, each with specific functions.
Shareholders’ meeting
This is the main decision-making body.
It deals with the most important decisions, such as:
- amendments to the articles of association
- approval of the financial statements
- extraordinary decisions
Management body
This body manages the company’s operations.
It may take different forms:
- sole director
- multiple directors
- board of directors
Supervisory body
The board of statutory auditors or the statutory auditor is required only if the conditions set by Italian law are met.
Statutory flexibility
One of the main advantages of the Italian S.r.l. is the flexibility of its bylaws.
The bylaws may regulate in detail:
- transfer of quotas
- shareholders’ rights
- management methods
- internal decision-making rules
This possibility allows the creation of a tailor-made company, adapted to the specific needs of the business.
Conclusion
The Italian S.r.l. is a complete corporate form, designed for those who want to run a business with:
- limited liability
- a clear structure
- a wide margin of customization
It is a suitable tool not only for already structured businesses, but also for those starting with a serious project and aiming for growth.
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