The “Società a responsabilità limitata” (S.R.L.) is the simpler and more flexible type of Italian private limited liability company.
S.R.L. company types
Italian corporate law distinguishes two types of “Società a Responsabilità Limitata”: the traditional company (S.R.L.) and the simplified company (S.R.L.s.).
Differences
There are some important differences between these two types of companies:
Because of the above-listed differences, the simplified S.R.L. is a very rigid company type and so it is suitable only for micro-business/investments and one single shareholder.
Hereinafter we will summarize the traditional S.R.L. rules because this type of company is for sure the most suitable one for international investors who want to set up a company in Italy.
Traditional S.R.L. capital and shareholders
The minimum paid-in capital for an S.R.L. company is 10,000.00 euro and it is shared into intangible quotas. Each shareholder owns only one quota that represents the part of the capital he subscribed to.
In the case of a single shareholder, the initial capital must be deposited at the moment of the incorporation of the Italian S.R.L. If there is more than one shareholder, only 25% of the promised capital must be immediately deposited.
If the articles of association don’t state different rules, each quota represents a proportional value of the capital (also in the case of liquidation), holds a proportional vote right in the shareholder's meetings and gives a proportional right to the company’s dividends. Anyway, shareholders may state not proportional rights.
The incorporation of an S.R.L. company is quite fast. It needs the professional assistance of a notary and a chartered accountant, for the study of the client’s needs, for tailoring of the company rules, but also for some preliminary checks that must be performed. Sometimes foreign investors are not allowed to be shareholders of Italian companies because of international reciprocity rules (rare cases).
Shareholders
The liability of shareholders of the S.R.L. is limited to the subscribed capital.
In the traditional S.R.L. company, some decisions, as specified by law or by the articles of association, are taken by the shareholders in the ordinary meeting form. Attendance to the meeting by audio or videoconference is possible too. Sometimes also the written form is possible for shareholders’ decisions, without their collegial meeting.
Names and information of all the shareholders are public (Company Register).
Management Body
Management of the S.R.L. is entrusted to one (sole director) or more directors (normally forming a board of directors) who are appointed by the shareholders themselves. Shareholders can be directors too.
Shareholders can state in the articles of association some limits to the powers of the directors. In this case, those matters remain to the shareholders’ decision (big amount purchases, mergers, acquisitions, branches formation…)
Directors are the drivers of the company so they have responsibilities for illegal actions or fraudulent behaviour.
A fee for the directors can be stated by shareholders.
Control Body
A control board or a single control body or an auditor must be appointed by the shareholders when the limited company is bigger than some stated limits.
Accounting
S.R.L. needs a reliable bookkeeping system based on established accounting principles, with updated data entries. At the end of each tax period, financial statements must be prepared and filed to the Company Register to be published, after shareholders’ approval. Those documents are public.
The bookkeeping system is kept according to the accrual method and not the cash method, with adjustments, amortizations and so on.
Taxation
The main Italian income taxes are IRES (24%) and IRAP (3,9%). Some costs are not deductible and some revenues are not taxable according to the income tax rules. Each year a tax return declaration must be prepared and filed to the Italian tax authority (“Agenzia delle Entrate”).
Special taxation rules exist for the dividends and the treaties against double taxation with many Countries can reduce (even to zero) the withholding taxes.
S.R.L. companies are subject to the V.A.T. system.
Liquidation
The final part of the life of an Italian limited liability company is the procedure of liquidation. One or more liquidators are appointed by the shareholders when the end of the company is decided. Their main target is to sell all the assets and pay all the debts and obligations of the closing company.
The liquidation ends with the Company Register cancellation.
Our Chartered Accountants firm can help international investors with the formation of Italian limited companies like S.R.L. From the preliminary analysis of the Clients' needs, the incorporation procedure, the ordinary and extraordinary moments of the company life, to the final liquidation procedure.
A long experience, a strong professional quality and a wide professionals and suppliers network are our pluses, take advantage of them contacting us to set up an appointment.