LumenWhat is the minimum share capital to set up an SRL in Italy?
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The Civil Code sets an SRL's capital at not less than €10,000, with at least 25% of cash contributions paid at signing (all of it for a single-member SRL). Capital can be set from €1 to under €10,000, but then it must be paid fully in cash, and at least a fifth of yearly profits goes to a reserve.
Key facts
| What | The law says | Source |
|---|---|---|
| Standard minimum capital | Not less than €10,000 | Civil Code, art. 2463(2)(4) |
| Form of the deed | Public deed (atto pubblico); by contract or by one person’s unilateral act | art. 2463(1)–(2) |
| Paid at signing | At least 25% of cash contributions and the whole share premium, paid to the management body; a single-member SRL pays the whole amount | art. 2464(4) |
| Instead of paying | An insurance policy or bank guarantee for at least the same amount | art. 2464(4) |
| Capital below €10,000 | Allowed from €1; contributions only in cash, paid in full to the directors | art. 2463(4) |
| Reserve with low capital | At least a fifth of net profits each year to the reserve, until reserve plus capital reach €10,000 | art. 2463(5) |
| Simplified SRL (SRLS) | Individuals only; standard model deed; capital from €1 to under €10,000, fully paid in cash at formation | art. 2463-bis |
The standard rule: €10,000
The Civil Code (art. 2463) requires the deed of incorporation of a società a responsabilità limitata to be drawn up as a public deed and to state the capital, “not less than ten thousand euro”, both subscribed and paid in. An SRL can be set up by several people by contract or by one person alone.
You don’t have to pay the whole €10,000 on day one. Art. 2464 says that when the deed is signed, at least 25% of the cash contributions and the whole share premium must be paid to the management body named in the deed. If the SRL is set up by one person, the whole amount must be paid. The payment can be replaced by an insurance policy or a bank guarantee for at least the same amount. Unless the deed says otherwise, contributions are in cash; contributions in kind and receivables must be fully paid at subscription.
Capital from €1
Art. 2463 also allows capital below €10,000, as long as it is at least €1. In that case:
- contributions must be in cash and paid in full to the directors;
- each year at least one fifth of net profits must go to the legal reserve, until the reserve and the capital together reach €10,000. The reserve can only be used to increase capital or cover losses.
The simplified SRL (SRLS)
Art. 2463-bis creates the società a responsabilità limitata semplificata. It is formed by individuals, by public deed following a standard model set by ministerial decree, whose clauses can’t be changed. Its capital is at least €1 and less than €10,000, fully subscribed and paid in cash to the management body at formation. Its name must include “società a responsabilità limitata semplificata”.
Related questions
- Corporate income tax on an SRL’s profits: see the Italy IRES rate page.
Sources
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