Italy
Company Formation

Overview

Italy’s most widespread corporate vehicle is the Società a Responsabilità Limitata (S.r.l.), offering flexible structure and limited liability with minimal capital. Businesses can also set up holding structures for tax-efficient group arrangements.

Alternatively, foreign firms may launch a branch office (permanent establishment) in Italy.

Highlights

Foreigners allowed to fully own companies.

Minimal capital required for SRL setup.

Companies, Holding Structures & Branches

S.r.l. is a private limited liability company, requiring minimum share capital of €1, though traditional S.r.l. typically use €10,000 and simplified S.r.l.s (S.r.l.s) start from €1.

It mandates at least one director and one shareholder; no residency requirement.

Offers limited liability buffering shareholders up to their capital contributions.

Holding structures are common for tax optimization within corporate groups.

Branch offices are not separate legal entities; they are treated as permanent establishments and must register locally.

Italian branches require local address, appointment of a branch representative, and registration with the Business Register, obtaining VAT and tax codes.

Branches must comply with Italian corporate tax, VAT, and social security obligations, including bookkeeping and filing parent company accounts.

Parent companies bear full liability for branch obligations.

Both structures require a registered office, Italian VAT, INPS/INAIL registrations for employment, and annual financial statements.

S.r.l. enjoys full EU market access, while branches provide a lighter entry into the Italian market.

Requirements and Procedures

Decide structure: S.r.l. or branch.
Reserve company name with the Chamber of Commerce (Registro delle Imprese).
For S.r.l., draft and sign a notarized public deed; capital minimum €1 (simplified) or €10,000 (traditional), pay at least 25% at incorporation.
Appoint director(s) and shareholder(s); may include non-residents.
Register the company deed with the Business Register and apply for VAT and tax code.
For branch, pass a board resolution, notarize and apostille parent documents, appoint branch representative, register and obtain VAT/tax entries.
Open an Italian bank account in the company or branch’s name.
Register with INPS (social security) and INAIL (insurances) for employment.
Implement bookkeeping and financial reporting under Italian GAAP or tax rules.
File annual accounts, VAT returns, corporate tax and social contributions.

How Charfort can help you?

Advise on selecting S.r.l., holding structure, or branch.

Reserve company name and prepare required founding documents.

Coordinate lawyer appointments and company secretary setup.

Assist with name reservation and notarial certification.

Handle branch establishment: apostilles, translations, registrations.

Set up VAT, tax, INPS, INAIL registrations, and virtual offices if needed.

Open Italian bank accounts and conduct KYC.

Manage Italian accounting, VAT/corporate tax, and social filings.

Prepare and file annual financial statements and parent branch filings.

Ensure substance compliance and transparent bilingual (EN/IT) communication.

Frequently asked questions

Everything you need to know about the process.

Is there a minimum share capital for an S.r.l.?

As low as €1 for simplified S.r.l., though a traditional form generally uses €10,000 with at least 25% paid-in.

What is the corporate tax rate?

Flat 12.5%, with exemptions for dividend, interest, and royalty income.

Is a director residency required?

No—directors can be non-resident or non-EU.

Is audit mandatory?

Not required for small S.r.l.s unless thresholds are exceeded; required accounting applies to all.

Do branches require capital?

No—branches have no minimum capital requirement.

Who’s liable for a branch’s obligations?

The foreign parent company assumes full legal liability.

How fast is registration?

Usually 1–3 weeks for S.r.l., branch within a month after resolution.

Are social contributions required?

Yes—INPS and INAIL registration mandatory once hiring staff.

Can I set up a holding company?

Absolutely—Italian holding setups are common for group management and tax planning.

Contact us today

Charfort assists international clients in obtaining residence and citizenship under the respective programs. Contact us to arrange an initial private consultation.

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ItalyCompany Formation