Setting up an LLC in Italy (known locally as a Società a responsabilità limitata or S.r.l.) provides foreign founders access to the EU market, strong legal protections, and flexible entry options. LLC company registration in Italy is open to both domestic and international entrepreneurs, with no citizenship or residency restrictions for founders. An Italian limited liability company protects personal wealth while often only requiring a nominal amount of share capital, sometimes starting at €1.

This guide explores eligibility, entity types (S.r.l. vs. simplified S.r.l.s), benefits, formation steps, required documents, timelines, costs, taxes, and compliance tips. It’s designed for CEOs, founders, and financial officers planning to expand their business presence into Italy.

Can You Register an LLC in Italy?

Yes, foreign nationals can form an Italian LLC, known as a Società a responsabilità limitata (S.r.l.) or the simplified S.r.l.s, without needing a local co-founder or Italian citizenship. Both individuals and legal entities are eligible to establish a company in Italy. However, there are important conditions to consider :

1. Residency and Nationality Restrictions

  • There are no nationality or residency requirements for shareholders or directors.
  • All founders (EU and non-EU) must obtain an Italian tax identification number (codice fiscale).
  • Non-EU nationals considering living in Italy and managing the business personally will require a self-employment visa and residence permit, together with a business plan approved by the local Chamber of Commerce.

2. Registered Office

Every S.r.l. or S.r.l.s must have a registered office in Italy.

  • Virtual or serviced offices are acceptable, provided they offer reliable mail-handling.
  • Proof of the lease or office agreement must be submitted during incorporation.

3. Share Capital

4. Notarization of Documents

  • The incorporation deed (Atto Costitutivo e Statuto) must be notarized by an Italian civil-law notary.
  • Founders can attend in person or grant a notarized, apostilled power of attorney.
  • Italy also permits virtual notary signings via secure video platforms, reducing the need for travel.

5. Handling of Foreign Documents

  • Passports, incorporation certificates, and other non-Italian documents must be officially translated into Italian.
  • Apostilles or embassy legalizations are required for foreign corporate documents.
  • Preparing these documents early helps avoid costly delays.

6. Special Insights for International Founders

Italy is generally welcoming to foreign entrepreneurs, but preparation is essential.
Founders should:

  • Secure a registered Italian address before incorporation.
  • Obtain all necessary apostilles and translations in advance.
  • Ensure they have the correct visa if they plan to reside and serve as a managing director.

With proper planning, incorporation can often be completed in 2–4 weeks, and remote formation through proxies or virtual notary services is increasingly common.

Advantages of Forming an LLC in Italy

Setting up an LLC in Italy (S.r.l. or S.r.l.s) offers foreign founders a range of benefits, from low entry barriers to EU market access and government incentives. Below are the key advantages:

1. Limited Liability Protection

  • Shareholders’ personal assets are shielded from company debts and obligations.
  • The company is liable only up to the amount of paid-in share capital.
  • This makes the Italian limited liability company (LLC) a safe choice for international entrepreneurs.

2. Low Capital Requirements

  • Standard S.r.l. requires €10,000 in share capital, with at least 25% deposited at incorporation.
  • Capital-reduced S.r.l.: Can be launched with as little as €1, provided 20% of profits are reserved annually until €10,000 is reached.
  • Simplified S.r.l. (S.r.l.s):
    • Minimum capital €1.
    • No notary fees.
    • Available to natural persons only, with fixed statutory templates.
  • This flexibility makes Italy attractive to startups and small businesses entering the EU.

3. Flexible Company Management

  • It can be formed by a single founder or multiple shareholders.
  • Directors can be individuals or corporate entities.
  • No residency requirements for directors or shareholders.
  • Only obligations:
    • Obtain an Italian tax code (codice fiscale).
    • Maintain a registered office (physical, serviced, or virtual office accepted).

4. Access to the EU Market

  • An Italian LLC provides direct access to the European Union’s single market of 27 countries.
  • Enjoy tariff-free trade and harmonized EU regulations.
  • Italy’s location in the Mediterranean offers easy connectivity to:
    • EU neighbors,
    • North Africa,
    • The Middle East.

5. Government Incentives and Grants

  • Smart&Start Italia: Zero-interest loans covering up to 80% of qualifying startup investments, with grants for southern regions.
  • Scaleup Act (2024): Extends startup status to 9 years and offers up to 65% tax deductions for investors in high-tech companies.
  • Additional funding support for industries like:
    • Renewable energy,
    • Semiconductors,
    • Aerospace,
    • Life sciences.

6. Research and Development (R&D) Benefits

  • Enhanced tax deductions on R&D costs (up to 230% of eligible expenses).
  • Reliefs for software development and intellectual property projects.
  • Over 90 international tax treaties exist to prevent double taxation.

7. Business-Friendly Culture

  • Italy is actively promoting a pro-investment environment, with startup hubs established in Milan, Rome, and Turin.
  • English is widely used in business, and consultants offer multilingual services.
  • A strong entrepreneurial ecosystem supports both local and foreign founders.

Steps to Register an LLC in Italy

Setting up an LLC in Italy (S.r.l. or S.r.l.s) involves several legal and administrative steps. Below is a structured, step-by-step guide for foreign founders:

1. Obtain Italian Tax Codes (Codice Fiscale)

  • Each director and shareholder, regardless of whether they are Italian or foreign, needs to obtain a codice fiscale (Italian tax identification number) from the Agenzia delle Entrate (Revenue Agency). 
  • You may make the application at a local tax office or online, which can typically be expected within a few days. 
  • If you are not physically in Italy, you may provide a local representative with a notarized and apostilled Power of Attorney to apply for the codice fiscale on your behalf.

2. Choose Company Name and Draft Articles

  • Select a unique company name ending with “S.r.l.”.
  • Prepare the Articles of Association (Atto Costitutivo e Statuto) with the help of a civil-law notary.
  • The deed must be notarized in Italian and include details such as:
    • Share capital,
    • Company purpose,
    • Shareholder and director details.
  • If founders cannot attend in person, they can authorize the notary through a notarized and apostilled Power of Attorney.
  • Italy also allows virtual notary signings through secure video platforms, enabling remote incorporation.

3. Deposit Share Capital

  • Open a temporary corporate bank account in Italy to deposit the required share capital.
  • For a standard S.r.l.: At least 25% of the minimum €10,000 share capital (and 100% of any non-cash assets) must be deposited before incorporation.
  • For a simplified S.r.l. (S.r.l.s): You can start with as little as €1, with the entire amount deposited upfront.
  • The bank issues a deposit slip or certificate, which must be shown to the notary.
  • Any remaining share capital (the other 75%) can usually be paid within 12 months.

4. Execute the Incorporation Deed

  • Once the tax codes and capital deposit are ready, the notary finalizes the incorporation deed.
  • The deed is reviewed, notarized, and officially filed.
  • If signing abroad, ensure all documents are:
    • Translated into Italian,
    • Apostilled or legalized before submission.
  • To avoid delays, prepare translations and apostilles in advance.

5. Register the Company (Comunicazione Unica)

  • After notarization, file a Comunicazione Unica with the local Chamber of Commerce
  • This one-stop filing automatically registers your company with:
    • The Business Register,
    • The Revenue Agency (VAT number),
    • Social security (INPS) and insurance agencies (INAIL).
  • Government fees:
    • Registration tax ~€150–400 (based on share capital).
    • Annual Chamber fee of €90.

6. Obtain VAT Number and Registration Certificate

The VAT number (Partita IVA) is usually issued the same day the Comunicazione Unica is filed. Within a few business days, the Chamber of Commerce issues the Visura Camerale (certificate of incorporation), confirming your S.r.l. is fully registered.

7. Open the Permanent Company Bank Account

With the Visura Camerale and incorporation documents, you can open the permanent corporate bank account. In some cases, banks may require a full account conversion after registration. Note that many banks require at least one company representative to be present in person, especially for non-resident directors.

Documents Required for LLC Registration in Italy

When registering an LLC in Italy (S.r.l. or S.r.l.s), having the right documents ready is crucial to avoid delays. Below is a complete checklist of the required documents for foreign founders:

1. Identification and Tax Codes

  • Applicable passports (for non-EU nationals) and EU national ID cards for all shareholders and directors.
  • Each shareholder and director must apply for an Italian tax identification number (codice fiscale) from the Agenzia delle Entrate (Revenue Agency).

2. Articles of Association

  • The deed of incorporation and bylaws (Atto Costitutivo e Statuto), which has been notarized by the notary (in Italian language). 
  • It is signed by all founders (in person, or through a notarized and apostilled Power of Attorney).

3. Proof of Capital Deposit

  • A bank statement or a stamped deposit receipt stating that at least 25% of the subscribed share capital is deposited before the incorporation. 
  • For simplified S.r.l.s (capital-reduced) this may be reduced to €1..

4. Registered Office Proof

  • A lease agreement or service contract showing the company’s registered office in Italy.
  • Virtual offices are permitted if they provide proper mail-handling.

5. Ultimate Beneficial Owner (UBO) Declaration

  • A signed declaration identifying the company’s ultimate beneficial owners (persons holding >25% ownership).
  • Required under EU anti-money laundering rules, submitted with incorporation documents.

6. Documents for Foreign Investors

If the Shareholder is a Foreign Company

  • Certificate of incorporation/registration and constitutional documents (apostilled and officially translated into Italian).
  • Italian tax code for the company (if available).
  • Italian tax code for its legal representative.
  • A notarized and apostilled Power of Attorney authorizing the representative to sign the deed.

If the Shareholder is a Foreign Individual

  • Passport (non-EU) or EU ID card, plus codice fiscale.
  • Power of Attorney (apostilled and translated), if the founder cannot attend the signing in person.

Tax Obligations After LLC Registration in Italy

Once your LLC in Italy (S.r.l. or S.r.l.s) is formed, it becomes subject to a range of taxes and compliance requirements. Below is a breakdown of the main obligations:

1. Corporate Income Tax (IRES)

  • The standard corporate tax rate is 24% of net profits.
  • Previously 27.5%, this reduced rate makes Italy competitive compared to many EU neighbors.

2. Regional Tax on Production (IRAP)

  • Average rate: 3.9% on the company’s regional value-added base.
  • Slight variations may apply depending on the region and business sector.

3. Value-Added Tax (VAT)

  • Standard VAT rate is 22%.
  • Reduced rates: 10%, 5%, and 4% for specific goods/services (e.g., food, publications).
  • Companies selling goods/services in Italy or the EU must register for VAT and file regular returns:
    • Monthly or quarterly, depending on turnover.
    • Annual VAT declaration required.

4. Withholding Taxes (WHT)

  • Non-residents:
    • Dividends and interest: Withheld at 26%, unless reduced under a tax treaty.
    • Royalties: Withheld at 30%.
  • Residents:
    • Pay 0% on dividends.
    • 26% on interest and royalties.

5. Payroll and Social Contributions

  • If employing staff, the company must:
    • Withhold personal income tax from salaries.
    • Pay social security contributions (INPS) and work-injury insurance (INAIL).
  • Employer contributions are significant and vary by sector.

6. Annual Chamber Fees

  • Flat annual fee of ~€90, payable to the Chamber of Commerce via the tax agency.
  • Due by the end of January each year.

7. Compliance and Filings

  • Annual Accounts:
    • Must be approved by shareholders by June 30 (if fiscal year ends Dec 31).
    • Filed with the Business Register within 30 days (by July 30).
  • Corporate Tax Return (IRES & IRAP):
    • Due by the ninth month after year-end.
    • Advance payments: 40% by June 30, remaining 60% by Nov 30.
  • VAT Returns:
    • Monthly or quarterly, plus annual declaration.
  • Recordkeeping:
    • Mandatory bookkeeping under Italian standards (general ledger, inventory, P&L, balance sheet).
    • Records must be maintained in Italian, even for small businesses.

Set Up Your LLC Today with Commenda

Establishing an LLC in Italy allows you to tap into the EU’s expansive single market and Italy’s dynamic business ecosystem, though the legal, tax and compliance steps will seem overwhelming. The positive point? You don’t have to do it all yourself.

At Commenda, you receive more than just incorporation support, you receive a partner that expertly facilitates the Italian company registration process, guides you through the appropriate compliance processes, and provides you with access to experience notaries, accountancy professionals, tax advisors, and licensed translators. Whether you are a local entrepreneur or a foreign founder, we can ensure the entire journey is smooth, transparent, and stress-free.

Ready to launch your Italian LLC?
Book a free consultation with Commenda today and take the first step toward establishing your business in Italy with complete confidence.

FAQs

Can I register an Italian LLC entirely online?
You can file most registrations through Comunicazione Unica e-filing, but the Articles must be signed before a notary. Thankfully, virtual notary signings via video are now possible, so you may not need to travel.

How long does LLC registration take in Italy?
With all documents prepared, it usually takes 2–3 weeks. Using services like Commenda helps avoid translation or scheduling delays, making 1 month a realistic timeline.

Do I need a physical office in Italy?
Yes, every LLC must have a registered office address in Italy. A serviced office, business center, or even a virtual office lease is sufficient.

Are there any hidden fees?
No. Expect €150–400 in government fees, €600–1,500 in notary fees, plus the €90 chamber fee. Annual costs include accounting and the small chamber fee.

What ongoing compliance is required?
You must file annual accounts, IRES/IRAP tax returns, and VAT returns (if applicable). Keeping books and registers updated is mandatory, so many founders use professional services.

Can I convert my foreign company into an Italian S.r.l.?
Italy doesn’t allow direct re-domiciliation. Instead, foreign businesses usually set up a new S.r.l. subsidiary or open a branch, with notarial help for asset transfers.

How do I open a bank account for my Italian LLC?
Once you have the Visura (registration certificate), take it and your deed to a bank. Most banks require in-person verification for non-residents, though specialized services can smooth the process.