Italian SRL and SRLS: capital, costs, residency

An SRL is the Italian limited company: capital from 1 euro, deed at a notary, 24% IRES. Why the SRLS is cheaper, if foreigners can open one, the permit.

An SRL (società a responsabilità limitata) is the Italian limited liability company: only the company's own assets answer for its debts. It is set up at a notary; the standard capital is 10,000 euro, but the law also allows capital from 1 euro. The SRLS is a simplified version for natural persons only: standard articles, capital under 10,000 euro, no notary fee. The company pays 24% IRES and the regional IRAP on its profit, and its bookkeeping costs much more than a partita IVA's. The key point for immigrants: an SRL on its own does not give a residence permit. Below: how the SRL differs from the SRLS and from a sole trader, what it costs, whether a foreigner can be a member, and what the chats report. Rules checked on Normattiva on 01.10.2026. This is not legal or tax advice.

In short (checked 01.10.2026)

SRL = limited company: only the company is liable (art. 2462 of the Civil Code), public deed at a notary (art. 2463).
SRL capital: 10,000 euro as standard, at least 25% paid in at incorporation; or from 1 euro, all in cash at once, with a fifth of profit set aside until 10,000 euro.
SRLS: natural persons only, standard articles that cannot be changed, capital 1-9,999.99 euro in cash at once, no notary fee and no stamp duty (art. 2463-bis of the Civil Code, art. 3 of Decree-Law 1/2012).
Corporate income tax: IRES 24% (art. 77 TUIR, in force until 31.12.2026, then the new consolidated text).
Foreigners: with a permesso, the same civil rights as an Italian; without one, the reciprocity condition.
Residence permit: an SRL does not give one; you need one of the business routes to a visa D.

What an SRL is in plain terms

The SRL is the most common form of small and mid-sized business in Italy. One person can set it up (atto unilaterale) or several members can (contratto). In the deed the notary records the members and their citizenship, a name that says "società a responsabilità limitata", the comune of the registered office, the business purpose, the capital and the shares, the governance rules and who runs the company (art. 2463).

Limited liability has one catch: if a single person holds all the shares and the contributions were not paid as required, or the single-member status was not published (art. 2470), that person answers with all their assets for the debts of that period if the company becomes insolvent (art. 2462).

SRL, SRLS and partita IVA compared

	SRL	SRLS	Partita IVA (sole trader, freelancer)
Who can set it up	natural and legal persons	natural persons only	one person
Liability	company assets only	company assets only	all personal assets
Capital	from 10,000 euro (25% at incorporation) or from 1 euro in cash at once	1 to 9,999.99 euro, in cash at once	none
Articles	at a notary, your own	at a notary, standard only	not needed
Notary fee	yes	no (art. 3(3) of Decree-Law 1/2012)	no
Tax	IRES 24% + IRAP, then tax on dividends	the same	IRPEF or forfettario 5-15%
Bookkeeping	financial statements, full accounts	financial statements, full accounts	simplified

For a single freelancer an SRL is almost always costlier and more complex than a partita IVA on the forfettario regime. People choose an SRL when there are partners, employees, real liability risks towards clients, or turnover above the forfettario limit. How to open a partita IVA and pick a regime: partita IVA in Italy.

SRL capital: from 10,000 or from 1 euro

Arts. 2463 and 2464 of the Civil Code give two options:

Standard capital of at least 10,000 euro. At signing, at least 25% of the cash contributions is paid to the director (a sole founder pays everything at once). The payment can be replaced by an insurance policy or a bank guarantee. Contributions can also be assets or rights that can be valued.
Capital from 1 to 9,999.99 euro. Contributions must then be in cash and paid in full at incorporation, and every year at least a fifth of net profit goes to a reserve until reserve and capital together reach 10,000 euro.

An SRLS always follows the second option (art. 2463-bis).

The SRLS: the simplified SRL

Decree-Law 1/2012 introduced the simplified SRL. Today (art. 2463-bis as amended in 2013):

founders are natural persons only; there is no longer an age limit;
the deed is drawn up by a notary on the standard articles approved by a Justice Ministry decree, and its clauses cannot be changed;
the capital is from 1 euro to under 10,000 euro, paid in cash in full at incorporation;
company documents and the website must state that it is an SRLS, the capital, the office and the register;
the deed and the registration are exempt from stamp duty and secretarial fees, and no notary fee is due (art. 3(3) of Decree-Law 1/2012).

The downside is the rigid articles: you cannot tailor exit rules, governance or special rights. When the business needs that, the SRLS is converted into an ordinary SRL at a notary.

SRL taxes and running costs

IRES 24% on company profit (art. 77 TUIR). From 01.01.2027 the TUIR is replaced by a new consolidated text (Legislative Decree 117/2026).
IRAP, the regional tax on net production value; the rate depends on the region.
Tax on dividends for the member when profit is distributed.
INPS contributions for a member who works in the company; in the chats members quoted a Court of Cassation ruling that a member who only invested and does not work pays none. Check your case with an accountant.
The accountant (commercialista) - in 2025 a member was quoted from 5,000 euro a year for an SRL with two members, against much less for a partita IVA. Prices: what a commercialista costs.

General IRPEF rates and tax residence: taxes in Italy.

Can a foreigner open an SRL in Italy?

With a permesso di soggiorno. A foreigner who lives in Italy legally enjoys the same civil rights as an Italian citizen (art. 2(2) of Legislative Decree 286/1998), including being a member and a director.
Without a permit. Under art. 16 of the preliminary provisions of the Civil Code, foreigners and foreign companies enjoy civil rights on condition of reciprocity; the Foreign Ministry keeps a reference page on it, and the notary checks the condition.
Russian citizens. A Russian citizen who founds an SRL becomes a controlling person of a foreign company and must notify the Russian tax service. The Italy-Russia double tax treaty has been partly suspended since 2026 - see business in Italy.

Opening a company bank account is harder for a foreigner than a personal one; in 2025 members described a large bank suddenly closing an SRL account. Options: which bank will open an account.

Does an SRL give you a residence permit?

No. Under art. 26(2) of Legislative Decree 286/1998 a foreigner who wants to set up a company or hold a position in one first proves resources and eligibility and gets clearance, then the visa D. The company follows the admission, it is not its basis. The business routes (lavoro autonomo within the quota, a representative office under art. 27, the startup visa, the investor visa) are compared in business in Italy: 6 routes to a permit, and the route matcher suggests one:

Italian residence route matcherFive questions show the best-fit permit: lavoro autonomo, digital nomad, residenza elettiva or family.

What the chats say about the SRL

The community behind this site writes in Russian. In its 2023-2025 Italy chat archive we found 46 messages on the SRL and SRLS (26 of them in 2023, fewer since). Five themes recur:

"Buy a ready-made SRL for a permit." In 2023 and 2024 companies "with a history and a bank account" were offered for sale, one "suitable for a lavoro autonomo permit"; the 2023 seller claimed that a Russian "cannot" open a company - check such claims with a notary, not with the seller. Buying a company gives no right to a visa.
An SRL instead of a visa D. In 2023 a member retold a second-hand story: a man came on another country's Schengen visa, opened an SRL and asked the questura for a permit; he was refused several times for lacking a visa D, then allowed to file the KIT; the outcome is unknown. The narrator himself called it an option for a dead-end situation - under art. 26 the normal path goes through the visa.
"A notary sets it up, it is simple." Members with working SRLs confirm that the notary registers the company, but advise hiring a commercialista from day one: wrongly chosen ATECO codes later got in the way.
Controlled foreign company rules in Russia. In 2023 several members explained the duty to notify the Russian tax service and the fines for missing it.
Expensive bookkeeping. In 2025 a member who wanted to move from a partita IVA to a two-member SRL was told by an accountant to expect from 5,000 euro a year.

Business in Italy: 6 routes to a residence permit - which business grounds lead to a visa D.
Partita IVA in Italy: how to open one - sole trader, regimes, accountant.
Italia Startup Visa - an innovative SRL as a visa basis.
Rappresentanza: a manager's permit under art. 27 - a branch of a foreign company.
What a commercialista costs - bookkeeping prices.

Official sources

Art. 2462 of the Civil Code (SRL liability): normattiva.it
Art. 2463 of the Civil Code (incorporation, capital): normattiva.it
Art. 2463-bis of the Civil Code (SRLS): normattiva.it
Art. 2464 of the Civil Code (contributions): normattiva.it
Art. 3 of Decree-Law 1/2012 (SRLS without a notary fee): normattiva.it
Art. 77 TUIR (IRES 24%): normattiva.it
Arts. 2 and 26 of Legislative Decree 286/1998 (foreigners' rights, admission for business): normattiva.it
The condition of reciprocity, Foreign Ministry: esteri.it

Frequently asked questions

What is an SRL in Italy?

An SRL (società a responsabilità limitata) is a limited liability company, the Italian equivalent of an LLC or Ltd. Under art. 2462 of the Civil Code only the company answers for its debts with its own assets, not the members. The deed of incorporation must be a public deed drawn up by a notary (art. 2463). This is not legal advice.

What is the difference between an SRL and an SRLS?

The SRLS (semplificata) is the simplified SRL of art. 2463-bis: only natural persons can found it, it must use the standard articles set by a Justice Ministry decree with no changes, and its capital of 1 to 9,999.99 euro is paid in cash in full at incorporation. The deed and the registration are exempt from stamp duty and secretarial fees, and no notary fee is due (art. 3(3) of Decree-Law 1/2012). This is not legal advice.

What is the minimum capital for an SRL?

The standard capital is at least 10,000 euro, with at least 25% of cash contributions paid in at incorporation (arts. 2463-2464). You may set it lower, from 1 euro, but then the whole capital is paid in cash at once and a fifth of each year's profit goes to a reserve until reserve plus capital reach 10,000 euro. Checked on 01.10.2026.

Does opening an SRL give me a residence permit in Italy?

No. Art. 26(2) of Legislative Decree 286/1998 requires a foreigner who wants to set up a company or hold a position in one to prove resources and eligibility and to obtain clearance before the visa. The company follows the admission, it is not its basis; the business routes are compared in the business in Italy guide. This is not legal advice.

Can a foreigner without an Italian permit open an SRL?

A foreigner who lives in Italy legally enjoys the same civil rights as an Italian citizen (art. 2(2) of Legislative Decree 286/1998). For foreigners without a permit, art. 16 of the preliminary provisions of the Civil Code applies the condition of reciprocity, which the notary checks. In the chats members more often report banks closing company accounts. This is not legal advice.

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