S.p.A. in Italy: Capital, Governance Systems and When It Is Required
An S.p.A. is Italy's joint-stock company, and the word most guides skip is "choice". Article 2327 of the Civil Code fixes the capital at EUR 50,000. Article 2380 then hands the statute a decision almost nobody outside a notary's office knows exists: which of three governance systems runs the company, and which body controls it. Add the share rules and the activities that make an S.p.A. compulsory rather than optional, and the form stops looking like "a bigger S.r.l." and starts looking like what it is: a different set of trade-offs entirely. Every figure below carries its article and a link to the law.
Giulia Mancini, Head of Corporate Formation, Milan. Giulia started out preparing incorporation deeds in a Milan notary practice and has spent twelve years since on the same question founders keep asking: what does the statute actually require, and what is simply habit. More
Reviewed by Alessandro Ferri, Tax and Accounting Lead. Updated 11 September 2026.
What is an S.p.A. in Italy, and how is it incorporated?
Most readers meet the abbreviation on an invoice or a due-diligence document, not in a textbook.
S.p.A. stands for società per azioni (a joint-stock company)
S.p.A. stands for società per azioni, Italy's joint-stock company, governed by Articles 2325 to 2451 of the Codice civile (Civil Code). For its obligations only the company answers, and it answers with its own assets (Art. 2325 c.c.). The figure that separates it from every other Italian form comes next: capital.
The deed's 13 mandatory contents, including the governance system chosen
The deed of incorporation is a notarial public deed with 13 mandatory contents, one of which is il sistema di amministrazione adottato, il numero degli amministratori e i loro poteri: the governance system adopted, the number of directors and their powers (Art. 2328 c.c.). That single clause is why the choice covered later on this page cannot be an afterthought. Our comparison of the six forms sets the S.p.A. against every other Italian legal form; this page goes deep on the one form that comparison deliberately leaves thin.
Legal personality arises only on registration
Legal personality arrives with the entry in the Register of Companies, not with the notary's signature: con l'iscrizione nel registro la società acquista la personalità giuridica (Art. 2331 c.c.). The mechanic is identical to the S.r.l.'s. What is not identical is the deadline that follows a delay, and that deadline is set out in the next section, on capital.
What this guide does not cover
Six forms exist under Italian law, and picking between them belongs on the pillar, already linked above. General incorporation as a service, from the first client call to the filed deed, is Italian company formation: our own team's day job. S.r.l. mechanics on their own merits, quota transfers included, sit on a dedicated page and are only referenced here where the contrast matters. Individuals asking about residence permits or immigration status are outside this silo entirely.
Can an S.p.A. be incorporated online?
No, and the reason is written into the scope of the online procedure itself, not into any S.p.A.-specific ban.
The videoconference procedure is scoped to cash-only capital
Italy's online incorporation route, run through the Notariat's platform, is limited by its own text to companies "aventi sede in Italia e con capitale versato mediante conferimenti in denaro": with an Italian seat and capital paid through cash contributions (Art. 2(1) D.Lgs. 183/2021). On its face that language covers the S.r.l. and the S.r.l.s. Nothing in the decree extends the route to an S.p.A., and nothing in the S.p.A.'s own rules creates one either.
What incorporation looks like instead
A founder either attends the notary in person or grants a power of attorney to someone who can. Video conference is not a fallback here: it is simply outside the procedure's scope. Founders weighing the two forms on convenience, not only on capital, should treat this as a real cost of choosing the S.p.A., not a technicality to solve later.
What are the three governance systems an S.p.A. can choose?
Almost every summary of the S.p.A. leaves this gap open, and it sits in a single article.
Article 2380 of the Civil Code hands the statute a genuine choice: lo statuto adotta per l'amministrazione e per il controllo della società uno dei sistemi named in the article, one for administration and control of the company, chosen among three (Art. 2380 c.c., as rewritten by the 2026 reform). See Normattiva: Codice civile, Art. 2380. Founders who read only one competitor page usually meet the first system below and assume it is the only one.
The traditional system in one sentence
Directors run the company, and a collegio sindacale (board of statutory auditors) controls them. This is the default most people picture when they hear "board of directors", covered in full in the next section.
The two-tier system in one sentence
A consiglio di gestione (management board) runs the company, and answers to a consiglio di sorveglianza (supervisory board) that appoints it, pays it, and approves the accounts. Covered in full two sections on.
The one-tier system in one sentence
A single consiglio di amministrazione (board of directors) runs the company, with an internal comitato per il controllo sulla gestione (management control committee) drawn from among its own independent members. Covered in full three sections on.
Traditional system: directors run the company, controlled by a collegio sindacale. Two-tier system: a consiglio di gestione runs the company, controlled by, appointed by and answerable to a consiglio di sorveglianza, which also approves the accounts. One-tier system: a consiglio di amministrazione runs the company, at least one third of its members independent, with an internal comitato per il controllo sulla gestione.
Changing the system later
Unless the resolution says otherwise, a change of system takes effect only from the meeting called to approve the following year's accounts: la variazione di sistema ha effetto alla data della riunione dell'organo competente convocato per l'approvazione del bilancio relativo all'esercizio successivo (Art. 2380 c.c.). A statute can move between systems, but not mid-year and not by surprise.
How does the traditional system work: directors and the collegio sindacale?
Composition answers one question, and a separate threshold answers a second, harder one.
Directors: term, filing deadline, and non-member eligibility
Management belongs exclusively to the directors, who need not be shareholders: l'amministrazione della società può essere affidata anche a non soci (Art. 2380-bis c.c.). Directors serve no more than three financial years, may be reappointed, and can be removed at any time, subject to damages if removed without just cause; their appointment is filed with the Register within 30 days of notice (Art. 2383 c.c.). Three years is shorter than founders coming from other systems often expect.
The collegio sindacale's size: 3 or 5 members plus 2 alternates
The collegio sindacale (board of statutory auditors) has 3 or 5 effective members and 2 alternates, and at least one effective member and one alternate must be registered statutory auditors: si compone di tre o cinque membri effettivi … due sindaci supplenti (Art. 2397 c.c.). See Normattiva: Codice civile, Art. 2397.
When the collegio sindacale can audit the company itself
Composition is not the same question as competence. The collegio sindacale may carry out the statutory audit itself only where the company is not required to prepare consolidated accounts, and only if every one of its members is a registered auditor (Art. 2409-bis c.c.). See Normattiva: Codice civile, Art. 2409-bis. Founders often treat the two questions, who sits on the board and who signs the audit, as one and the same. They are not, and the statute keeps them apart on purpose.
When an external auditor is needed in addition
Where consolidated accounts are required, the statutory audit passes to an external auditor or an audit firm. The collegio sindacale keeps its oversight role over management, but it stops being the body that signs off the audit itself. A group parent with subsidiaries reaches this point sooner than a stand-alone trading company.
How does the two-tier system work?
Nothing in the current search results for this topic covers this system at all, though the statute has run it for decades.
Consiglio di gestione: size, appointment, term
The consiglio di gestione has at least 2 members, who may be non-shareholders; the consiglio di sorveglianza appoints them, except for the first board, named directly in the deed (Art. 2409-novies c.c.). Its term cannot exceed the term of the body that appoints it, and vacancies are filled without delay.
Consiglio di sorveglianza: size, the auditor seat, term, filing deadline
The consiglio di sorveglianza has at least 3 members, at least one of whom must be a registered statutory auditor; its term runs 3 financial years, and appointments and departures are filed with the Register within 30 days (Art. 2409-duodecies c.c.). See Normattiva: Codice civile, Art. 2409-duodecies. Unlike the traditional system's shareholders' meeting, the members here answer to a body one step removed from the shareholders.
What the consiglio di sorveglianza controls instead of the shareholders' meeting
The consiglio di sorveglianza, not the general meeting, appoints and can remove the consiglio di gestione, sets its pay, and approves the annual accounts and, where drawn up, the consolidated accounts (Art. 2409-terdecies c.c.). That last power is the one most founders find surprising: in a two-tier company the accounts are not approved by shareholders at all. This list is not exhaustive. Some letters of the same article were repealed by the 2026 reform, and the page states only what is confirmed still in force.
What the 2026 reform changed here
Two of the articles that used to define this system are now gone. Articles 2409-octies and 2409-sexiesdecies both carry the notice "ARTICOLO ABROGATO DAL D.LGS. 27 MARZO 2026, N. 47" on Normattiva; repealed by the 2026 reform. Their content moved into the rewritten Art. 2380 covered earlier on this page. A guide written before 29 April 2026 that still cites either article by number is describing law that no longer exists.
How does the one-tier system work?
The lightest of the three structures on paper, but it comes with an independence rule the other two do not.
The board: at least one third of members must be independent
At least one third of the board must meet the independence requirements set for control-body members by Art. 2396-septies c.c. (Art. 2409-septiesdecies c.c.). The article is cited here by number; its detailed content sits outside what this page verified and is not described further.
The comitato per il controllo sulla gestione: composition and role
The board itself sets the size of the comitato per il controllo sulla gestione (management control committee) and appoints it, unless the statute provides otherwise. Members must be independent directors under the same requirement, hold no delegated powers, and perform no management function; at least one must be a registered statutory auditor, and the committee elects its own chair by absolute majority (Art. 2409-octiesdecies c.c.).
The 3-member threshold for companies accessing the risk-capital market
In a company that accesses the risk-capital market, defined as one with shares listed on a regulated market or widely held by the public to a significant extent (Art. 2325-bis c.c.), the committee cannot have fewer than 3 members. Below that threshold, the board sets the committee's size on its own judgment.
Do S.p.A. shares need certificates, and when is dematerialisation compulsory?
No competitor page in the current results addresses share form at all, and the rule has three separate layers.
Certificates are optional by default
The statute may exclude certificates altogether, or adopt other legitimation and circulation techniques, unless special laws provide otherwise: lo statuto può escludere l'emissione dei relativi titoli o prevedere l'utilizzazione di diverse tecniche di legittimazione e circolazione (Art. 2346 c.c.). See Normattiva: Codice civile, Art. 2346. Most unlisted S.p.A.s never print a physical certificate.
Registered and bearer shares, and how they circulate
Where certificates are issued, they may be registered (azioni nominative) or bearer (azioni al portatore) at the shareholder's choice, with bearer shares available only once fully paid up (Art. 2354 c.c.). Registered shares transfer by notarially authenticated endorsement; bearer shares transfer simply by delivery. Without certificates, effect toward the company runs instead from the entry in the shareholders' book (Art. 2355 c.c.).
The compulsory case: shares admitted to trading
Once shares are admitted to trading, or traded with the issuer's consent, on a regulated market or a multilateral trading facility in Italy or elsewhere in the EU, they can exist only in book-entry, dematerialised form through a central depositary (Art. 83-bis TUF). See Normattiva: Testo Unico della Finanza, Art. 83-bis. The choice between paper certificates and book-entry form, which Art. 2346 leaves optional by default, disappears entirely the day a listing goes ahead.
How many corporate books does an S.p.A. keep?
Eight is the number, and it is not the same number an S.r.l. keeps.
The eight mandatory books
Beyond the general accounting books every entrepreneur keeps, an S.p.A. maintains 8 corporate books: the shareholders' book, the bond-holders' book, the meetings book, the board (or consiglio di gestione) book, the control-body book (named according to whichever system the statute chose), the executive-committee book if one exists, the bond-holders'-meeting book if bonds were issued, and the financial-instruments book (Art. 2421 c.c.).
The contrast with the S.r.l.'s three books
An S.r.l. keeps only three corporate books, because its own shareholders' book was abolished in 2009. An S.p.A. still keeps a shareholders' book, and eight books in total. Anyone budgeting bookkeeping time for an S.p.A. against an S.r.l.'s should start from that gap, not from the accounts alone.
When is an S.p.A. legally required, rather than chosen?
Three activities force the form outright, and a fourth activity, one founders often assume needs it, does not.
Banks
Banking authorisation requires the S.p.A. form or a specific cooperative-by-shares form: sia adottata la forma di società per azioni o di società cooperativa per azioni a responsabilità limitata (Art. 14(1)(a) TUB). See Normattiva: Testo Unico Bancario, Art. 14. An ordinary S.r.l. cannot hold a banking licence at all, whatever its capital.
Insurers
Insurance authorisation from IVASS requires the S.p.A. form, a cooperative, a mutual-by-shares company, a European Company or a European Cooperative Society (Art. 14(1)(a) Codice delle Assicurazioni Private). See Normattiva: Codice delle Assicurazioni Private, Art. 14.
Listed companies
Only a company with shares, an S.p.A. or an S.a.p.a., can become a company that accesses the risk-capital market through a listing (Art. 2325-bis c.c.). An S.r.l.'s quota cannot be represented by shares and, crowdfunding platforms aside, cannot be offered to the public.
The contrast with crypto and payment licensing: not required there
Here the assumption breaks. A specialised crypto-asset service provider, payment institution or e-money institution may lawfully take 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). The S.p.A. is not automatically the heavier, more serious choice for licensing purposes, and a founder who assumes otherwise ends up carrying capital and governance overhead a licensed crypto or payment business simply does not need.
What tax does an S.p.A. pay in Italy?
Identical rates to an S.r.l., because both sit in the same tax category.
IRES, IRAP and IVA: identical to an S.r.l.
An S.p.A. pays IRES at 24%, IRAP at 3.9% of net production value (with a regional variation of up to 0.92 percentage points), and IVA at 22%, with reduced rates of 4%, 5% and 10%. See Agenzia delle Entrate: IRES. The calculation method and the filing calendar sit on our corporate tax in Italy guide, not here.
PEX and dividend exclusion
Qualifying capital gains benefit from a 95% participation exemption, and dividends received are 95% excluded from taxable income, the same regime available to an S.r.l. See how participation exemption works for an Italian holding for the conditions attached.
Has S.p.A. governance changed recently?
Yes, and the change reaches articles this page cites throughout.
What D.Lgs. 47/2026 rewrote
D.Lgs. 27 March 2026, n. 47, in force from 29 April 2026, amends Articles 2364(1)(6), 2380, 2380-bis and 2381 (the chair is now called "Presidente"); inserts new Articles 2381-bis and 2381-ter; amends Art. 2383; repeals Art. 2386 outright; amends Articles 2388 to 2392; inserts Art. 2390-bis; and replaces Articles 2391 and 2393 (Art. 9 D.Lgs. 47/2026). See Normattiva: D.Lgs. 47/2026, Art. 9.
The two repealed articles this page found on its own
The same reform also repeals Articles 2409-octies and 2409-sexiesdecies, covered earlier under the two-tier system. Neither repeal shows up in the general summary of the reform we relied on for the list above, only in the articles themselves on Normattiva.
What this means for a founder incorporating today
Every governance rule on this page is stated in its post-reform form. A guide written before 29 April 2026, and never updated since, is describing a regime that no longer applies in several places. Ask whichever source you are reading next when it was last checked against Normattiva, not just when it was published.
S.p.A. or S.r.l.: which one does a foreign founder actually need?
Four differences decide most real cases, and none of them is about which form sounds more serious.
Capital and where it is paid
An S.p.A. needs EUR 50,000; an S.r.l. in Italy needs EUR 10,000, or as little as EUR 1 to 9,999 under a regime that carries a mandatory profit reserve. The S.p.A.'s capital goes to a bank before the deed; the S.r.l.'s goes to the management body named in the deed itself.
Control body: mandatory from day one, or only past a threshold
An S.p.A.'s control body, whichever system the statute chose, is one of the deed's 13 mandatory contents from incorporation. An S.r.l. needs a control body only once it exceeds set thresholds, EUR 4,000,000 in assets, EUR 4,000,000 in turnover, or 20 employees, for two consecutive years (Art. 2477 c.c.). A small trading company can run an S.r.l. for years without ever appointing one.
Online incorporation: open to one, closed to the other
Video conference incorporation, covered earlier on this page, is open to the S.r.l. and the S.r.l.s. It is closed to the S.p.A. entirely. For a founder outside Italy who cannot easily fly in or arrange a notarial power of attorney quickly, this alone can settle the question.
The practical read for a small or medium trading company
None of the S.p.A.'s distinguishing features buys anything an S.r.l. does not already give a company that is not a bank, not an insurer, and not raising capital from the public. A founder who does not need shares to satisfy an investor, and does not need to list, usually finds the S.r.l. does the same job for less capital and less governance overhead. Some founders in exactly that position are actually better served by the special register section for an innovative startup, a lighter route still.
| Indicator | Value | Civil Code article |
|---|---|---|
| Minimum capital | EUR 50,000 | Art. 2327 |
| Cash paid into a bank before the deed | at least 25% (100% on a unilateral deed) | Art. 2342 |
| Deed lapses / sums returned after | 90 days | Art. 2331(4) |
| Mandatory contents of the deed | 13 | Art. 2328 |
| Director term (any system) | max 3 financial years | Art. 2383 |
| Filing directors' appointment | 30 days | Art. 2383 |
| Collegio sindacale size (traditional) | 3 or 5 effective + 2 alternates | Art. 2397 |
| Collegio sindacale self-audit condition | no consolidated accounts, and all members auditors | Art. 2409-bis |
| Consiglio di gestione size (two-tier) | at least 2 | Art. 2409-novies |
| Consiglio di sorveglianza size (two-tier) | at least 3, at least 1 registered auditor | Art. 2409-duodecies |
| Consiglio di sorveglianza term | 3 financial years | Art. 2409-duodecies |
| Filing consiglio di sorveglianza appointment | 30 days | Art. 2409-duodecies |
| Independent directors (one-tier board) | at least one third | Art. 2409-septiesdecies |
| Comitato per il controllo size, market-access companies | at least 3, at least 1 registered auditor | Art. 2409-octiesdecies |
| Corporate books kept | 8 | Art. 2421 |
| Dematerialisation compulsory for | shares traded or intended for trading on a regulated market or MTF | Art. 83-bis TUF |
| Legal forms for a banking licence | S.p.A. or a specific cooperative-by-shares form | Art. 14(1)(a) TUB |
| Legal forms for an insurance licence | S.p.A., cooperative, mutual-by-shares, SE or SCE | Art. 14(1)(a) Cod. Ass. Priv. |
| 2026 governance reform in force from | 29 April 2026 | Art. 9 D.Lgs. 47/2026 |
| Minimum S.r.l. capital, for contrast | EUR 10,000 | Art. 2463 |
This table states share capital, government thresholds and statutory deadlines. It carries no service price and no fee of ours: our own pricing is on request.
Frequently asked questions
What is an S.p.A. in Italy?
An S.p.A. (società per azioni) is Italy's joint-stock company: minimum capital EUR 50,000, divided into shares, with liability limited to the company's own assets under Art. 2325 c.c.
What is the minimum capital of an Italian S.p.A.?
EUR 50,000 under Art. 2327 c.c. At least 25% of the cash contributions (100% on a unilateral deed) is paid into a bank before the deed is signed; if registration does not follow within 90 days, the sums are returned and the deed loses effect.
Do I need a bank account before I incorporate an S.p.A.?
Yes. Unlike an S.r.l., where the contribution goes to the management body named in the deed, an S.p.A.'s cash contributions are paid into a bank before the deed is signed, under Art. 2342 c.c.
What are the three governance systems an S.p.A. can choose?
The traditional system (directors plus a collegio sindacale), the two-tier system (a consiglio di gestione run by, and answerable to, a consiglio di sorveglianza), and the one-tier system (a board with an internal comitato per il controllo sulla gestione), under Art. 2380 c.c.
What is a collegio sindacale, and how big is it?
The control body of the traditional system: 3 or 5 effective members plus 2 alternates, with at least one effective member and one alternate a registered statutory auditor, under Art. 2397 c.c.
When can the collegio sindacale audit the company itself?
Only where the company is not required to prepare consolidated accounts, and then every one of its members must be a registered auditor; otherwise an external auditor is also needed, under Art. 2409-bis c.c.
How does the two-tier system work?
A consiglio di gestione of at least 2 members runs the company; a consiglio di sorveglianza of at least 3 members (one a registered auditor) appoints and can remove the consiglio di gestione, sets its pay, and approves the annual accounts itself.
How does the one-tier system work?
The board of directors runs the company, with at least a third of its members meeting independence requirements; a comitato per il controllo sulla gestione is formed inside the board, at least 3 members if the company accesses the risk-capital market.
Do S.p.A. shares have to be dematerialised?
Only once they are admitted to trading, or traded with the issuer's consent, on a regulated market or MTF in Italy or the EU; an unlisted S.p.A. may keep paper certificates or exclude them by statute.
How many corporate books does an S.p.A. keep?
Eight, beyond the general accounting books every entrepreneur keeps, including a libro dei soci; an S.r.l. keeps only three, because its own libro soci was abolished in 2009.
Do I need an S.p.A. to open a bank or an insurance business in Italy?
Yes. Banking authorisation requires the S.p.A. form or a specific cooperative-by-shares form, and insurance authorisation requires the S.p.A. form or one of four listed alternatives; neither can be an ordinary S.r.l.
Do I need an S.p.A. for a crypto or payment licence?
No. A specialised CASP, payment institution or e-money institution may equally be an S.p.A., an S.a.p.a., an S.r.l. or a cooperative, under Art. 16(7)(a) D.Lgs. 129/2024.
Can an S.p.A. be incorporated online?
No. The videoconference procedure under D.Lgs. 183/2021 is scoped to companies with cash-only capital and, on its text, covers only the S.r.l. and S.r.l.s. forms.
Has S.p.A. governance changed recently?
Yes. D.Lgs. 47/2026, in force from 29 April 2026, rewrote much of the governance framework, including Art. 2380 itself, and repealed Artt. 2386, 2409-octies and 2409-sexiesdecies.