ITALIAN S.R.L.

Italian S.r.l. aka limited company, what are the legal requirements

An Italian limited liability company, S.r.l. “Società a responsabilità limitata” is one type of company that is very often used for doing business in Italy. It is characterized by a great organizational flexibility.

An S.r.l. has complete patrimonial autonomy and the members are not personally liable for the company obligations, even if they act in the name and on behalf of the company.

Essential aspects of an Italian s.r.l. are the company’s deed of incorporation and the bylaws. The deed of incorporation must be undersigned before an Italian Notary Public, who will also be responsible for filing the same with the competent Companies House: only upon registration can the limited liability company actually be said to have come into existence.

The share capital of the limited liability company can be € 10,000.00 or less.

Italian law establishes that 25% of the share capital must be paid in all cases in which the share capital is equal to or more than € 10,000; the remaining part can be paid at a later stage.

In cases when the amount of the capital is less than 10,000, but equal to at least 1 euro, the contributions can be made exclusively in cash and must be fully paid upon company incorporation.

It is possible to appoint a single director or a board of directors, it is also possible to decide for joint administration (where the directors must operate jointly) or disjoint (where each director can operate alone) or even for joint administration for certain acts and/or categories of deeds.

It is also possible to establish special rights according to which the shareholders can be attributed specific rights in regard to the administration of the company and the distribution of profits.

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