Italian Company Types: All Eight Legal Forms Compared

What are the Italian company types, and what do S.r.l. and S.p.A. stand for?

An S.r.l., società a responsabilità limitata, is the Italian private limited company: for its obligations only the company answers, and it answers out of its own assets (Art. 2462 c.c.). An S.p.A., società per azioni, is the Italian joint-stock company, with capital of at least EUR 50 000 divided into shares (Art. 2327 c.c.). Founders who arrive from a common-law jurisdiction almost always want the first of the two, because the S.r.l. is the closest Italian equivalent of an LLC. Before the comparison makes sense, though, the whole map is worth two minutes.

The three families: capital companies, partnerships, and foreign-company structures

Società di capitali covers the S.r.l., the S.r.l.s., the S.p.A. and the S.a.p.a. Società di persone covers the S.n.c. and the S.a.s. That split is the state's own terminology rather than a convenient grouping, and it decides most of what follows: who answers for the debts, whether a holding can be a share, and which tax the entity pays. IRES, corporate income tax, is charged on the S.p.A., the S.a.p.a. and the S.r.l., on cooperatives, mutual insurance companies and the Societas Europaea, and on non-resident companies for their Italian income. Partnerships are not named in that list.

What S.r.l., S.r.l.s., S.p.A., S.a.p.a., S.n.c. and S.a.s. actually stand for

1. S.r.l., società a responsabilità limitata: the private limited company. Holdings are quote, never shares.
2. S.r.l.s., società a responsabilità limitata semplificata: the simplified version, built on a fixed model constitution.
3. S.p.A., società per azioni: the joint-stock company. Capital is divided into shares.
4. S.a.p.a., società in accomandita per azioni: the partnership limited by shares, run by its general partners.
5. S.n.c., società in nome collettivo: the general partnership. Every partner answers without limit.
6. S.a.s., società in accomandita semplice: the limited partnership, with one class of partner liable without limit.

Which Italian company type is the equivalent of an LLC?

What this page does not cover

Four subjects sit outside these sections deliberately. The registration procedure itself, with its document set and its order of steps, belongs to our page on Italian company formation. How the Register of Companies works, and what a visura camerale (chamber extract) shows, is a separate topic with its own page. Corporate taxation is treated on the merits in the tax silo, and only the rates that bear on the choice of form appear here. Each individual form is covered in depth on its own page; here it gets a few paragraphs and a row.

How do the eight Italian company types compare side by side?

Comparison is the point of the exercise, and it only works if the same five questions are put to every form. Minimum capital, liability, bodies, audit, and fit. What separates the table below from the summaries in the search results is the last element of each cell: the article of the Codice civile the rule comes from. Figures without a source cannot be checked, and in this topic they go stale quickly. The capital rules for the S.r.l. have been rewritten twice since 2012, and the articles on S.p.A. governance were rewritten again in April 2026.

Read the table across a row to understand one form, and down a column to compare all eight on one attribute. Ten cells are blank on purpose and carry a Not confirmed marker with the reason. Those are the cells where no primary source could be obtained, and filling them from memory would defeat the purpose of citing anything at all.

The comparison table

Source for every Civil Code reference above: Normattiva: Codice civile.

How to read the table: one Civil Code article per cell

Each filled cell ends with the provision it rests on, and that is not decoration. A capital figure for an Italian company is meaningless without the article, because the same form now carries two capital regimes and the rules moved inside the last decade. The same goes for governance: an English guide written in 2025 describes S.p.A. management under articles that were rewritten with effect from 29 April 2026. Take any figure from this page and open the article next to it.

The Register of Companies gives you the second check. A visura ordinaria shows the legal form, the date of incorporation, the objects, the share capital, the management and control bodies, the members and their quotas, plus secondary establishments and local units, and the English version costs the same as the Italian one. See Registro Imprese: visura camerale. Between the article and the extract, nothing on this page has to be taken on trust.

Where the table is deliberately blank, and why

Ten cells carry no rule. Two of them exist because the Code's referring provisions for the S.a.p.a. and the S.a.s. (Artt. 2454 and 2315 c.c.) could not be pulled from the official text: Normattiva returns the shell of the act, and the article texts load through a session-based viewer. Four more concern the audit duty, which the Code regulates in the chapter on the S.r.l. and nowhere obviously else. The last four concern the branch and the representative office, where the confirmed material runs to publicity and chamber fees and stops there.

Writing a plausible figure into those cells would take one minute and would be indistinguishable from the pages that do it. The gap table below names the missing document for each one, so the omission can be audited rather than believed.

How do you choose an Italian company type?

Choosing rarely starts from the list. Four questions decide the answer for most foreign founders, and they are worth asking in order, because the first one that produces a "yes" usually closes the choice. A fifth route sits outside the tree entirely, for a company that already exists somewhere else.

Fork one: do you need a corporate shareholder?

If a parent company, a fund or a holding vehicle has to appear on the share register, the simplified route closes immediately: the founders of an S.r.l.s. can only be individuals (Art. 2463-bis(1) c.c.). Only an ordinary S.r.l. takes a corporate member at this level of capital.

Fork two: do you need to incorporate without flying to Italy?

Remote incorporation by video conference is open to an S.r.l. and an S.r.l.s., and to nothing else. The seat must be in Italy and the contributions must be in cash (Art. 2(1) D.Lgs. 183/2021). For a founder who cannot travel, that single provision often decides the form before any commercial argument is heard.

Fork three: do you need shares and outside capital?

Shares mean an S.p.A., with capital of EUR 50 000 (Art. 2327 c.c.). In an S.r.l. the holdings cannot be represented by shares at all, and cannot be offered to the public as financial products except through EU crowdfunding platforms (Art. 2468 c.c.). Investors who expect a share certificate are describing a different form.

Fork four: is the activity licensed?

Some activities have the form chosen for them. A crypto-asset service provider, a payment institution and an electronic money institution must be an S.p.A., an S.a.p.a., an S.r.l. or a cooperative (Art. 16(7)(a) D.Lgs. 129/2024; Banca d'Italia). Where that applies, the licence file, not the business plan, sets the corporate structure. The detail sits below.

The separate branch: a foreign company that does not want a new entity

A company that already exists abroad has a fifth option, and it is not a fork in the same tree. Registering a sede secondaria or an ufficio di rappresentanza keeps everything inside the existing entity, at an annual chamber fee of EUR 66 and EUR 18 respectively against EUR 120 for a new capital company (CCIAA Marche 2026). What that route costs in publicity obligations is set out further down.

What is an S.r.l., and why do most foreign founders end up with one?

Most non-resident clients finish with an Italian S.r.l., and the reasons are structural rather than habitual: it is the only capital company with a EUR 1 capital route, the only one besides its simplified sibling that can be incorporated remotely, and the only one where the initial capital does not have to pass through an Italian bank.

Capital: EUR 10 000, or from EUR 1 with a mandatory reserve

The ordinary minimum is EUR 10 000 subscribed (Art. 2463(2)(4) c.c.). Capital may also be set below that figure and at not less than EUR 1, in which case the contributions must be in cash only and paid in full (Art. 2463(4) c.c.). The discount is deferred, not granted: while capital sits under EUR 10 000, at least one fifth of each year's net profit goes to a reserve until reserve and capital together reach EUR 10 000 (Art. 2463(5) c.c.). See Normattiva: Codice civile.

Paying in the capital without an Italian bank account

Cash contributions in an S.r.l. are paid to the management body appointed in the deed, and the means of payment are stated in the deed itself (Art. 2464(4) c.c.). No blocked bank account stands between the founder and the company, which is the practical difference from the S.p.A. At incorporation at least 25% of the cash contributions plus the whole premium falls due, or the entire amount where a single founder incorporates by unilateral deed. A cash contribution may also be replaced by an insurance policy or a bank guarantee for the same amount (Art. 2464 c.c.).

Quote, not shares: what you can and cannot do with a holding in an S.r.l.

Holdings in an S.r.l. are quote. They may not be represented by shares and may not be publicly offered as financial products, with the single opening left by crowdfunding under Regulation (EU) 2020/1503 (Art. 2468 c.c.). Transfer is free unless the constitution says otherwise, and a constitution that bans transfer outright, or subjects it to unconstrained approval, hands the member a right of withdrawal under Art. 2473 (Art. 2469 c.c.).

Who runs an S.r.l. and what a director can bind it to

Management rests with one or more members unless the deed provides otherwise, and several managers form a board unless the deed sets up joint or separate management. The draft accounts, merger and demerger plans, and decisions on capital increases under Art. 2481 always belong to the management body (Art. 2475 c.c.). Directors hold general powers of representation, and limits on those powers cannot be raised against third parties even when published, unless intentional harm is proved (Art. 2475-bis c.c.). A foreign owner cannot fence a director in through the constitution alone.

Sole member: the two conditions that keep liability limited

A single owner is allowed and is common. On insolvency, though, the person who held the entire quota answers without limit for the obligations of that period where the contributions were not made under Art. 2464 or the publicity of Art. 2470 was not carried out (Art. 2462 c.c.). In practice that means two things: full payment of capital, and the directors' declaration naming the sole member filed within 30 days (Art. 2470 c.c.). Company stationery must state that there is a sole member (Art. 2250(4) c.c.), and contracts with that member bind creditors only if recorded in the book of directors' resolutions (Art. 2478(3) c.c.).

When is an S.r.l.s. cheaper, and when is it a trap?

The simplified S.r.l. exists to remove the cost of entry, and it does that better than any other route. What it takes in exchange is drafting freedom, and the trade is worth examining before signing rather than after.

What the exemption actually covers

The deed of incorporation and its registration are exempt from stamp duty and secretarial fees, and no notary fees are due (Art. 3(3) D.L. 1/2012). The correct and timely application of the relief is supervised by the National Council of Notaries (Art. 3(4)). That zero is the only hard official cost figure on this page: there is no fixed notarial tariff in Italy since the 2012 liberalisation, and fees are negotiated case by case. See Normattiva: D.L. 1/2012, Art. 3.

Individuals only: no corporate shareholder

Founders of an S.r.l.s. can only be individuals (Art. 2463-bis(1) c.c.). The original age limit of under thirty-five has been removed, so the restriction that remains is about legal nature, not age. A group structure with a parent company at the top of an S.r.l.s. cannot be built, and that rules the form out for most inbound investment.

The standard model is inderogabile: what you cannot write into it

The deed follows a standard model approved by ministerial decree, and its clauses are inderogabili, non-derogable (Art. 2463-bis c.c.). The model states the members' details, the name including the words società a responsabilità limitata semplificata, the municipality of the seat, capital of EUR 1 to EUR 9 999 fully subscribed and paid in cash to the management body, the objects, each member's quota, the operating rules and the persons entrusted with management (Art. 2463-bis(2) c.c.). Drag-along, tag-along, special quorums and classes of quota have nowhere to go in that document.

The real fork: an ordinary S.r.l. at EUR 1 against an S.r.l.s.

The comparison people usually miss is not S.r.l.s. against EUR 10 000. An ordinary S.r.l. can also be incorporated with capital of EUR 1 to EUR 9 999 under Art. 2463(4) c.c., which gives the same low entry with a freely drafted constitution and a corporate member allowed. The cost of that freedom is a notary fee, which for the simplified S.r.l. is zero. Founders who need any bespoke governance at all are usually better served by the ordinary form, and founders who need none are handed a genuine saving.

When does an S.p.A. or an S.a.p.a. make sense?

Above a certain size, or with certain investors at the table, the private limited company stops being the right container. The joint-stock company and its partnership variant answer a different set of needs, and both charge more in formality.

EUR 50 000 and the 25% that goes to a bank

An Italian joint-stock company needs capital of EUR 50 000 (Art. 2327 c.c.), subscribed in full at incorporation (Art. 2329 c.c.). At least 25% of the cash contributions is paid into a bank, and 100% where the company is formed by unilateral deed; services and labour cannot be contributed at all (Art. 2342 c.c.). Compare that with the S.r.l., where the money goes to the management body: the S.p.A. route requires an Italian banking relationship before the company exists, which is exactly the wrong order for many non-residents.

The 90-day rule that can void the deed

The deposited sums are not released to the directors until registration is confirmed. If registration has not taken place within 90 days of the date of the deed, the money is returned to the subscribers and the deed loses effect (Art. 2331(4) c.c.). For a founder whose documents travel through apostille, sworn translation and a consulate, three months is not a generous margin, and the clock runs from the deed rather than from the filing.

Directors and the collegio sindacale

Management belongs exclusively to the directors, and directors need not be members (Art. 2380-bis c.c.). They serve for a maximum of three financial years, are re-electable, and their appointment is filed with the Register within 30 days, along with surname, first name, place and date of birth, domicile and citizenship (Art. 2383 c.c.). The collegio sindacale (board of statutory auditors) has three or five serving members plus two alternates, with at least one serving member and one alternate on the register of auditors (Art. 2397 c.c.). It may perform the statutory audit itself only in a company not required to prepare consolidated accounts, and then all its members must be registered auditors (Art. 2409-bis c.c.).

The 2026 governance reform you will not find in older guides

D.Lgs. 27 March 2026 n. 47 rewrote a large part of the S.p.A. management rules: Artt. 2380, 2380-bis and 2381 were amended, Artt. 2381-bis, 2381-ter and 2390-bis were introduced, Artt. 2391 and 2393 were changed, and Art. 2386 was repealed. The decree came into force on 29 April 2026, published in Gazzetta Ufficiale n. 86 of 14 April 2026 (Art. 9 D.Lgs. 47/2026). Guides written before that date describe a governance regime that no longer stands. See Normattiva: D.Lgs. 47/2026.

S.a.p.a.: general partners who are directors by law

The società in accomandita per azioni keeps shares but splits its members in two. The accomandatari answer jointly and without limit for the company's obligations, while the accomandanti answer only within the limits of the capital they subscribed, and all holdings are represented by shares (Art. 2452 c.c.). The general partners are directors by operation of law and carry the duties of S.p.A. directors (Art. 2455 c.c.). One caveat belongs here rather than in a footnote: no minimum capital figure for an S.a.p.a. appears anywhere on this page, because the provision that refers the S.p.A. regime across (Art. 2454 c.c.) could not be retrieved from the official text.

Do partnerships (S.n.c. and S.a.s.) make sense for a foreign founder?

Almost never, and the reason is not tax. Both partnership forms put personal assets behind company obligations, and the protections that do exist are thinner than they look.

S.n.c.: every partner answers with everything

In a società in nome collettivo all partners answer jointly and without limit for the company's obligations, and an agreement between them to the contrary has no effect against third parties (Art. 2291 c.c.). The Code sets no minimum capital; instead the deed must state each partner's contribution, its value and the method of valuation (Art. 2295(6) c.c.). A creditor who is unpaid does not care what the partners agreed among themselves.

S.a.s.: one management act and the limited partner loses cover

A società in accomandita semplice has two classes: the accomandatari, liable without limit, and the accomandanti, liable only up to the holding paid in, with holdings that cannot be represented by shares (Art. 2313 c.c.). Management may be entrusted only to the general partners (Art. 2318 c.c.). A limited partner who performs an act of management, conducts negotiations or concludes a transaction in the company's name without a special power of attorney for that specific transaction becomes liable without limit and jointly for all company obligations, and may be expelled (Art. 2320 c.c.). Investors who like to be helpful should read that article twice.

What partnerships cost and when they file

The deed is filed for registration by the managing partners within 30 days, and where it takes the form of a public deed the notary must file it too (Art. 2296 c.c.). Stamp duty on a filing with the Register is EUR 59,00 for a partnership against EUR 65,00 for a capital company (CCIAA Romagna, MUI). Partnerships are not named in the Agenzia delle Entrate's list of IRES taxpayers, which is where the tax difference begins rather than ends.

What we do not claim about partnership audit

Art. 2477 c.c., the article that sets the audit thresholds quoted throughout this page, sits in the chapter on the S.r.l. No official source was obtained stating whether an equivalent duty reaches a partnership, so the audit cells for the S.n.c. and the S.a.s. stay empty. The sentence "partnerships are not audited" is a reasonable guess and appears in several guides; it does not appear here.

Branch or representative office: what does a foreign company get without a new entity?

A company that already trades abroad has two ways into Italy that do not involve incorporating anything. They differ sharply in what they may do and in what they cost to keep alive.

Sede secondaria: Italian publicity for every seat

A foreign company that opens one or more secondary establishments with a permanent representative in Italy becomes subject, for each establishment, to Italian law on the publicity of corporate acts. It must publish the surname, first name, date and place of birth of the persons who permanently represent it, stating their powers (Art. 2508(1) c.c.). A divergence between what is published in Italy and what is published in the country of origin cannot be relied on against third parties who dealt with the branch (Art. 2508(2) c.c.). Stationery and correspondence carry the Art. 2250 particulars plus the Italian register office and the registration number (Art. 2508(4) c.c.).

Atypical foreign forms fall under the S.p.A. rules

Foreign companies of a type not governed by the Italian Code are subject to the S.p.A. rules as regards the registration of corporate acts and the liability of directors (Art. 2509 c.c.). A parent incorporated in an exotic form gains no procedural latitude from that fact: the filing regime tightens rather than relaxes.

Ufficio di rappresentanza: auxiliary and preparatory only

A representative office carrying on only auxiliary and preparatory activity is registered in the REA alone, as a nuovo soggetto REA diverso dalle unità locali, at an annual chamber fee of EUR 18 for 2026 (CCIAA Marche). No exhaustive official list of the activities such an office may carry on was found, so none is reproduced here. The boundary that matters is the one with a taxable permanent establishment, and it is drawn by Art. 162 TUIR together with the applicable double taxation treaty, not by a marketing checklist.

Filing and running cost: 30 days, BRIS, and the annual fee

A secondary establishment is entered within 30 days in the register of the principal seat and in the register of the place where it sits (Art. 4 D.Lgs. 183/2021, the text of Art. 2197 c.c.), and for an EU company the registration or cancellation is notified without delay through BRIS to the member state of registration (Art. 4(1)). See Normattiva: D.Lgs. 183/2021. Three annual figures sit side by side for 2026 in the Marche chamber: EUR 66 for a foreign company's branch, EUR 18 for a representative office, EUR 120 for a new società di capitali. See CCIAA Marche: diritto annuale 2026.

When will your Italian company need an auditor?

The audit question arrives about eighteen months after incorporation, usually as a surprise. Two sets of thresholds govern the answer, they are not the same numbers, and they do not trigger the same way.

The control-body thresholds: 4 000 000 / 4 000 000 / 20

An S.r.l. must appoint an organo di controllo (control body), which may be a single sindaco, or an auditor, where the company must draw up consolidated accounts, where it controls a company subject to statutory audit, or where for two consecutive financial years it has exceeded at least one of three limits: balance sheet assets of EUR 4 000 000, revenue from sales and services of EUR 4 000 000, or an average headcount of 20 (Art. 2477(2) c.c.). If the constitution is silent on composition, the body has a single serving member (Art. 2477(1) c.c.). Once appointed, the S.p.A. rules on the collegio sindacale apply to it (Art. 2477(4) c.c.).

The reporting thresholds: 5 500 000 / 11 000 000 / 50 and 220 000 / 440 000 / 5

Abridged accounts are available to a company with no securities on a regulated market that, in its first year or thereafter for two consecutive years, has not exceeded two of: assets of EUR 5 500 000, revenue of EUR 11 000 000, an average headcount of 50 (Art. 2435-bis(1) c.c.). Micro accounts run on two of EUR 220 000, EUR 440 000 and 5 (Art. 2435-ter(1) c.c.). Both sets were raised by D.Lgs. 125/2024.

The asymmetry: abridged accounts and a mandatory auditor at the same time

Set the two rules beside each other and the consequence appears. The audit duty starts lower and on a weaker condition: one limit out of three, for two years. The right to abridged accounts survives until two limits out of three are exceeded, at figures well above the audit ones. A company can therefore file abridged accounts entirely lawfully while being under a duty to appoint a control body, and plenty do exactly that. Small in reporting terms does not mean unaudited.

30 days to appoint, three years to be released

The meeting that approves the accounts for the year in which the thresholds were exceeded must appoint the body within 30 days. Where it does not, the court appoints on the application of any interested party or on a report from the keeper of the Register (Art. 2477(5) c.c.). Release works the other way and takes longer: the obligation ceases where none of the limits is exceeded for three consecutive years (Art. 2477(3) c.c.). Two years in, three years out.

Which Italian company types can you set up remotely?

For a founder who cannot come to Italy, the question of form is settled by one decree rather than by any commercial consideration.

Video-conference incorporation: S.r.l. and S.r.l.s. only

Remote incorporation by video conference is possible only for an S.r.l. and an S.r.l.s., only with the seat in Italy, and only with cash contributions transferred to the notary's dedicated account, through the platform run by the National Council of Notaries (Art. 2(1) D.Lgs. 183/2021). The route has been open since 15 December 2021, when a notary first became able to take the deed of incorporation of an S.r.l. as an electronic public deed with founders attending by video link. See Consiglio Nazionale del Notariato: S.r.l. online.

What blocks the online route

Three things close the video conference, and each follows from the rule itself: a contribution in kind, the S.p.A. form, and a seat outside Italy. Where any of them applies, the founders attend in person or sign through a power of attorney. A startup S.r.l. has one additional digital route: under the ministerial decree of 17 February 2016, a company whose exclusive or predominant object is innovative high-technology products or services, and which applies for the special section of the Register, may execute its contracts electronically with a digital signature under Art. 24 CAD, in full conformity with the standard model (Art. 2463 c.c., note 250).

Filing deadlines by form

The step-by-step registration procedure is not on this page: it lives on the formation pages, and only the deadlines that differ between forms belong in a comparison.

What does a non-EU founder have to clear before choosing a form?

Two filters sit before the choice of form for anyone outside the European Union, and neither appears in the usual English overviews.

The reciprocity condition of Art. 16 disp. prel.

A foreigner is admitted to enjoy the civil rights granted to a citizen subject to reciprocity, save for the provisions of special statutes, and the same provision applies to foreign legal entities (Art. 16 of the preliminary provisions to the Civil Code). The rule sits in the preamble to R.D. 262/1942 and predates every corporate provision quoted on this page. Whether it bites depends on the applicant's country, and the answer is not something to discover at the notary's desk.

Reciprocity is a live administrative check, not theory

The check has a procedural life. Where an investor visa application is filed by the legal representative of a foreign legal entity, the administrative authority must ask the Ministry of Foreign Affairs for a prior reciprocity check under Art. 16 disp. prel., and the nulla osta must state that the check was carried out (Art. 26-bis(3-bis) and (3-ter) TUI). A holder of the investor residence permit is exempt from that check (Art. 26-bis(5-bis) TUI). Those are the confirmed limits of the rule, and no wider exemption is asserted here.

Director residence: what the Code does and does not require

The Civil Code does not require the directors of an S.r.l. or an S.p.A. to be resident in Italy. Art. 2380-bis expressly allows directors who are not members, and Artt. 2383 and 2475 say nothing about residence or nationality. What the Code does require is disclosure: the director's citizenship and domicile are filed with the Register (Art. 2383(4) c.c.). A foreign-resident board is a filing question, not a prohibition.

The personal domicilio digitale every director now needs

One obligation arrived recently enough to be missing from guides written this year. The sole director, the managing director or, failing them, the chairman of the board must register a personal domicilio digitale (certified electronic address, PEC) distinct from the company's own. The duty was introduced from 1 January 2025 and redefined from 31 October 2025 (Art. 13, comma 3 D.L. 159/2025); companies already on the Register had to communicate the address by 31 December 2025, and in any event on appointment or re-election (CCIAA Milano Monza Brianza Lodi). Non-resident directors are not carved out.

When does the licence choose the form for you?

For regulated activities the corporate form is part of the authorisation file, and the supervisor has already decided what it will accept.

Crypto-asset service providers under MiCA

A specialised crypto-asset service provider that is not an electronic money institution, a payment institution or a non-class-1 investment firm must adopt the form of an S.p.A., an S.a.p.a., an S.r.l. or a cooperative (Art. 16(7)(a) D.Lgs. 129/2024). Choosing a partnership form for a CASP project ends the conversation before the file is opened.

Payment institutions and IMEL

Payment institutions take the same forms, with the registered office and head office in Italy. Paid-up initial capital runs to EUR 125 000 for services 1 to 5, EUR 20 000 for money remittance only, and EUR 50 000 for payment initiation only. An electronic money institution, an IMEL, needs at least EUR 350 000. See Banca d'Italia: istituti di pagamento.

What we do not state about investment firms

Capital requirements for a SIM, the Italian investment firm, were not obtained from an official source in this pass, so no figures for that category appear above. The gap is named rather than stepped around, because a wrong capital figure in a licensing file is expensive in a way that a wrong figure in a blog post is not.

Are startup innovativa and società benefit separate company types?

Half the search results list these two beside the S.r.l. and the S.p.A. They belong in a different column. Both are statuses laid over a form that already exists, and neither changes the capital, the liability or the bodies underneath.

Startup innovativa is a status on a capital company, not a form

A startup innovativa is a società di capitali, including a cooperative one, that meets a list of conditions at the same time: not listed on a regulated market or an MTF, an SME under Recommendation 2003/361/EC, incorporated no more than 60 months ago, resident in Italy under Art. 73 TUIR or resident in the EU or EEA with a production site or branch in Italy, with annual production value of EUR 5 000 000 or less from the second year, never having distributed profit, with an innovative object, and not formed by merger, demerger or business transfer. On top of that it must satisfy at least one of three criteria: R&D spending of 15% or more, at least one third of the staff holding a doctorate or in doctoral research, or at least two thirds holding a master's degree, or ownership or licence of a patent or a registered original computer program (Art. 25(2) D.L. 179/2012). The reform of that regime came into force on 18 December 2024.

What the status actually buys

The reliefs are real and they are time-limited. Exemption from stamp duty, secretarial fees and the annual chamber fee runs no further than the fifth year from registration in the special section (Art. 26(8) D.L. 179/2012). A loss that takes capital below the statutory threshold may be carried to the second following financial year before the reduction must be made (Art. 26(1)). The company may create classes of quota with different rights, including quotas without voting rights (Art. 26(2)-(3)), may offer quotas to the public including through capital-raising portals (Art. 26(5)), and may buy back its own quotas to run option plans (Art. 26(6)). It is also immune from the società di comodo regime (Art. 26(4)). Investors get a 30% deduction, capped at EUR 1 000 000 a year for an individual, on a three-year holding period, for no more than five years and not where the stake passes 25% (Artt. 29(3), 29(3-bis), 29(7-bis)). See Normattiva: D.L. 179/2012, Art. 26.

Società Benefit is a status too

The società benefit label may be adopted by any company falling under book V, titles V and VI of the Civil Code, partnership or capital company alike, and each keeps its own regime (Art. 1, comma 377, L. 208/2015). The purpose is a company that pursues one or more aims of common benefit alongside the distribution of profit, acting responsibly and transparently towards the people, communities and environments it affects (comma 376). Adoption requires a formal amendment of the deed or constitution, filed, registered and published under Artt. 2252, 2300 and 2436 c.c., after which the words "Società benefit" or the abbreviation "SB" may be added to the name (comma 379). See Normattiva: L. 208/2015, art. 1, commi 376-384.

What a benefit company has to do every year

The status carries annual work. The company designates the person or persons responsible for balancing the members' interest against the common-benefit aims (comma 380), and failure to perform those duties may constitute a breach of the directors' duties (comma 381). Every year a report is annexed to the accounts describing the aims pursued, the actions taken and what got in the way, assessing impact against an external assessment standard set by Annex 4, and setting out new aims for the following year; the report is published on the company's website where one exists (commi 382-383). A benefit company that does not pursue its declared aims falls under the rules on misleading advertising, enforced by the AGCM (comma 384).

What does each form cost to run in tax and filings?

Choosing a form commits you to a tax regime and to a filing calendar. Both are worth pricing before the deed is signed rather than after the first year closes.

IRES, IRAP and IVA, and who actually pays IRES

IRES stands at 24%. IRAP is charged at 3,9% of the net value of production, and for a company the activity always constitutes the object of the tax, with regions able to vary the rate by up to 0,92 percentage points (Artt. 2(1), 16(3) D.Lgs. 446/1997). IVA runs at a standard 22%, with reduced rates of 4%, 5% and 10% (Art. 16 D.P.R. 633/1972, in the version recorded as in force to 31 December 2026; nothing is asserted here about the rates after that date). IRES taxpayers are the S.p.A., the S.a.p.a. and the S.r.l., cooperatives, mutual insurance companies, the Societas Europaea and non-resident companies on their Italian income; partnerships are not named in the Agenzia's list. The arithmetic of IRES and IRAP belongs on the tax page. See Agenzia delle Entrate: IRES.

Holding structures: PEX, dividends and the EU parent refund

For anyone assembling a holding company in Italy, three provisions do most of the work. Capital gains on qualifying participations are 95% exempt under the participation exemption (Art. 87(1) TUIR). Dividends received by a resident company are 95% excluded from its income (Art. 89(2) TUIR). A qualifying EU parent company holding at least 10% of the capital, for profits distributed from 1 January 2009 (Art. 2 comma 2 D.Lgs. 49/2007), may claim a refund of the withholding tax on dividends (Art. 27-bis D.P.R. 600/1973). None of that depends on choosing an exotic form: the S.r.l. carries it as readily as the S.p.A.

The società di comodo surcharge

A holding that owns assets and does little else meets a rule that catches many foreign owners late. A società di comodo, a non-operating company, pays an IRES surcharge of 10,5 percentage points (Art. 2, commi 36-quinquies to 36-novies D.L. 138/2011). Only innovative startups are exempt from the regime (Art. 26(4) D.L. 179/2012). A passive shell holding a single asset should be modelled with that surcharge in the numbers from the start.

Duties at incorporation and the annual chamber fee

The imposta di registro on an incorporation with cash contributions is a fixed EUR 200. The imposta di bollo (stamp duty) on a notarial incorporation deed is EUR 156,00, or EUR 300,00 where real property is contributed, and on filings with the Register it is EUR 65,00 for a capital company against EUR 59,00 for a partnership. The diritti di segreteria (secretarial fees) are EUR 90 for registering the deed of incorporation and the sole-member notice, and EUR 60 for depositing the accounts plus the OIC contribution. The diritto annuale for a new società di capitali is EUR 100 on the national base, or EUR 120 in a chamber applying the 20% surcharge, and a visura ordinaria costs EUR 5,00, in English at the same price. See CCIAA Romagna: diritti di segreteria e imposta di bollo. The notary's fee is not in that list on purpose: fixed tariffs were abolished in 2012, fees are negotiated, and no official figure exists to publish.

Accounts, deadlines and corporate books by form

In an S.r.l. the draft accounts go to the members within the period set by the constitution and in any case no later than 120 days after the year end, extendable to 180 days where consolidated accounts are required or the company's structure and objects justify it, with reasons given in the directors' report (Artt. 2478-bis(1), 2364(2) c.c.). Filing with the Register follows within 30 days of approval, for the S.r.l. and the S.p.A. alike (Artt. 2478-bis(2), 2435 c.c.), and an S.p.A. additionally files the reports under Artt. 2428 and 2429, the minutes of approval and, if unlisted, the list of members. The book count differs sharply: an S.r.l. keeps three books, the libro soci having been abolished in 2009 (Art. 2478 c.c.), while an S.p.A. keeps eight, numbered page by page and stamped before use (Art. 2421 c.c.). Publicity duties run across all of them under Art. 2250 c.c., and an S.r.l.s. must additionally show its name, capital, seat and register office on its website (Art. 2463-bis c.c.).

Frequently asked questions about Italian company types

Choosing a form

Running the company

Foreign founders and remote setup

Branches, statuses and licences

This page describes the rules in force as at the update date and does not replace advice on a specific case.