The S.r.l.s. (società a responsabilità limitata semplificata) is the simplified version of the Italian limited liability company. Individuals form it on a standard notarial deed, with capital from EUR 1 to below EUR 10,000 paid in cash, and no notary fee, stamp duty or secretarial fee is due on the deed and the Register entry.
The rules come from Art. 2463-bis of the Civil Code, reproduced in the notes to D.M. 155/2022, and from Art. 3 D.L. 1/2012. In this guide "S.r.l.s." and "SRLS" mean the Italian company form, not the fall-protection device that shares the acronym in English. For the whole route to a registered company, see what has to be ready before the Italian deed is signed. Here we stay with the form: what it is, what the state charges and what a founder abroad should watch.
What is an S.r.l.s., and what does the abbreviation mean?
The abbreviation stands for società a responsabilità limitata semplificata, the simplified limited liability company. It is written S.r.l.s. or SRLS, and the full Italian words must appear in the company name together with the comune where the seat is (Art. 2463-bis c.c., in the notes to D.M. 155/2022).
It is a variant of the S.r.l., not a separate company type. The rules of the ordinary S.r.l. chapter apply to it so far as they are compatible (Art. 2463-bis(5) c.c.). What changes are four things: who may found it, the deed, the capital and the fees. The next sections take them in turn.
In the notaries' publication of 18 March 2026, built on Unioncamere-InfoCamere data, the National Council of Notaries counts 427,322 S.r.l.s. registered, with 42,108 new registrations and 11,161 terminations net of ex officio cancellations (Consiglio Nazionale del Notariato). A different form, the S.p.A., is covered in a guide of its own: the Italian joint-stock company.
Who may found an S.r.l.s.?
Only natural persons. The form may be created by contract, when there are several founders, or by unilateral act, when there is one (Art. 2463-bis(1) c.c., in the notes to D.M. 155/2022). The notaries' English page puts it the same way: founders may only be individuals, not companies or other bodies, there is no age limit and a single shareholder is allowed (Consiglio Nazionale del Notariato).
The original 2012 text admitted only founders under 35. Art. 9(13)(a) D.L. 76/2013 deleted that limit (Art. 9 D.L. 76/2013).
Directors need not be members either, because the same article removed the rule that they be chosen from the members (Art. 9(13)(b)). A founder abroad may therefore appoint a director who is not a member. That director needs a personal certified email address, which the later section on duties explains.
How much capital does it take, and how is it paid in?
The capital is at least EUR 1 and below EUR 10,000, subscribed and paid in full on the day of incorporation (Art. 2463-bis c.c., in the notes to D.M. 155/2022). The notaries write EUR 9,999.99 as the maximum.
The contribution must be in cash, so equipment, software or intellectual property cannot be contributed in kind. On a deed signed in person, the cash is paid to the management body (organo amministrativo, Art. 2463-bis c.c.). On the online route it goes by bank transfer to the notary's dedicated account, as the notaries' online incorporation page states. We do not claim any rule on an Italian bank account before the deed, because no source we rely on states one.
What is the deed, and what can it not contain?
The deed of incorporation is a notarial public deed that follows a standard model fixed by ministerial decree (Art. 2463-bis(2) c.c., in the notes to D.M. 155/2022). The clauses of that model cannot be varied (Art. 2463-bis(3)). The online model is Annex 2 of D.M. 155/2022, and the Chambers publish the models in English as well (Art. 1(3)-(4) D.M. 155/2022).
The consequence is mechanical: the deed carries no bespoke clause, no special right and no shareholders' agreement term. A founder who needs any of those forms an ordinary S.r.l. instead. The text of the model is published as images, so this guide describes the deed only through the article and quotes no clause.
For the ordinary deed and what it states, see an Italian company's founding deed. Once the company exists, its name, the capital subscribed and paid, the seat and the Register office must appear on its documents, its correspondence and its website (Art. 2463-bis(4) c.c.).
S.r.l.s. against an ordinary S.r.l.: what differs?
The comparison below sets the S.r.l.s. beside the ordinary S.r.l. on the points a searcher asks about as "SRL vs SRLS". It states conditions and does not say which form suits a given founder.
The S.r.l.s. and the ordinary S.r.l. compared on founders, deed, capital, fees, reserve and sale of a quota.
| Item | S.r.l.s. | Ordinary S.r.l. |
|---|---|---|
| Who may found | Natural persons only | Any founder |
| Deed | Standard model, clauses cannot be varied | Bespoke articles |
| Capital | EUR 1 to below EUR 10,000, paid in full at incorporation | EUR 10,000 or more; the low-capital variant is EUR 1 to below EUR 10,000 |
| Contribution | Cash only | Cash in the low-capital variant |
| Notary fee on the deed | None payable | Not stated; no official scale |
| Stamp duty on the deed | Exempt | EUR 156 |
| Profit reserve | Not settled | One fifth of net profit until reserve plus capital reach EUR 10,000, in the low-capital variant |
| Sale of a quota to a company | Allowed; ends the S.r.l.s. status | No status to lose |
Sources: Art. 2463-bis c.c. and Art. 2463 c.c., in the notes to D.M. 155/2022; Art. 3(3) D.L. 1/2012; the notaries' English page; the Romagna Chamber note on stamp duty through the MUI; the MIMIT opinion of 15 February 2016.
The ordinary low-capital S.r.l. sets aside one fifth of its net profit until reserve plus capital reach EUR 10,000 (Art. 2463 c.c., in the notes to D.M. 155/2022). Whether the same reserve applies to an S.r.l.s. while it remains one is not settled, and we assert neither answer.
What does the state charge, and what stays payable?
The deed and the Register entry are exempt from stamp duty and secretarial fees, and no notary fees are due (Art. 3(3) D.L. 1/2012). The notaries' English page says the same: "No notarial fees are payable." The National Council of Notaries supervises each notary's application of the rule (Art. 3(4)).
This is an exemption of named items, not a promise that the form costs nothing. The registration tax is not named: the general rule is a fixed EUR 200 on an incorporation deed with cash contributions (Art. 26(2) D.L. 104/2013), and whether an S.r.l.s. deed pays it is open. The first diritto annuale is EUR 120 for a new capital company in the 2026 table (Marche Chamber of Commerce). Later filings are not exempt. The power of attorney, its apostille and its translation carry costs that no source prices.
State charges at formation and after, for the S.r.l.s. and the ordinary S.r.l.
| Charge | S.r.l.s. | Ordinary S.r.l. |
|---|---|---|
| Stamp duty on the deed | Exempt | EUR 156 |
| Stamp duty on the Register filing | Exempt | EUR 65 |
| Secretarial fee | Exempt | EUR 90 |
| Registration tax | Open; general rule is a fixed EUR 200 | Fixed EUR 200 under the general rule |
| First diritto annuale | EUR 120 | EUR 120 |
| Later quota-transfer filing by an authorised intermediary | EUR 65 stamp duty plus EUR 90 secretarial fee | EUR 65 stamp duty plus EUR 90 secretarial fee |
Sources: Art. 3(3) D.L. 1/2012; Art. 26(2) D.L. 104/2013; the Marche Chamber table for 2026; the Romagna Chamber secretarial-fee table, revision 16 of 27 January 2026; the Romagna Chamber note on stamp duty through the MUI.
- Stamp duty on the deed
- Stamp duty on the Register entry
- Secretarial fees
- Notary fees on the deed
- Registration tax: position open, general rule a fixed EUR 200
- First diritto annuale: EUR 120
- Later quota-transfer filing: EUR 65 stamp duty plus EUR 90 secretarial fee
- Power of attorney, apostille and translation: no source price
Do I have to travel to Italy?
There are three routes: in person, by proxy and by videoconference. Online incorporation by electronic public deed, with the parties on videoconference, is open to an S.r.l.s. with its seat in Italy and capital paid in cash since 15 December 2021 (Art. 2(1) D.Lgs. 183/2021). The notary must receive the deed when every party lives outside Italy (Art. 2(4)) and may stop it over identity or capacity. The capital then goes to the notary's dedicated account.
Which foreign electronic identities the notarial platform accepts is open, so we never say that any founder abroad can finish online. For a founder who cannot, a proxy deed needs a power of attorney signed abroad in the form the notary requires, apostilled or legalised, with a certified Italian translation.
For the Italian digital ID some online services ask for, see an Italian digital ID for non-residents.
Forming the S.r.l.s. from abroad?
Tell us where you will sign. We line up the papers and the notary's sitting before the deed.
What must be in hand before the deed is signed?
Steps 1 to 5 come before the clock and no statute times them. Steps 6 to 8 are where a short window can run. Each step names who acts.
Check the form fits
The founder confirms that every founder is an individual, the capital is below EUR 10,000 in cash, no clause goes beyond the model and no company is planned as a member soon.
Get the papers in hand
Each founder and director needs a codice fiscale, from a consulate or an Agenzia delle Entrate office, and a valid identity document. A proxy deed adds an apostilled or legalised power of attorney with a certified translation. Working estimate: days to weeks.
Fix the seat and the PECs
The company needs an Italian registered office and a certified email address (PEC), and the sole or managing director needs a personal one. Working estimate: one to a few days.
Choose the route and the notary
In person, by proxy or by videoconference. The deed follows the standard model, in English if wished.
Pay in the capital
In cash, to the directors on an in-person or proxy deed, or by transfer to the notary's account online.
Sign the deed
The notary and the founders, or their attorney, sign in one sitting.
The notary files
The notary sends the deed to the Register by Comunicazione Unica, now through the DIRE software, within 10 days.
Entry and personality
The Register of Companies enters the company, and it exists from that entry.
After entry
The directors pay the first diritto annuale and show the required details on documents and the website.
Statutory term and working estimate are tagged separately.
Before the deed: no statutory term
- Check the form fitsFounder
- Get the papers in handFounder, consulate or Agenzia delle Entrate officeWorking estimate: days to weeks
- Fix the seat and the PECsFounderWorking estimate: one to a few days
- Choose the route and the notaryFounder and notary
- Pay in the capitalFounder, or transfer to the notary's account
From the signed deed
48 hours: firm practice, not a legal term
- Sign the deedNotary and founders, or their attorney
- The notary filesComunicazione Unica through DIREWithin 10 days (Art. 2330 c.c.)
- Register entryCompany exists from entry; chamber confirms in 5 days, agencies in 7At most 5 days, electronic filing (Art. 11(8) D.P.R. 581/1995)
- After entryDirectors pay the first diritto annualeWithin 30 days of the application
How long does it take, and is the S.r.l.s. faster?
No step is shorter for an S.r.l.s. The exemption removes costs, not days (Art. 3(3) D.L. 1/2012). The terms below are the same for every capital company, and the company exists from its entry in the Register, not from the signature (Art. 2331 c.c.).
The statutory terms of the formation, with the firm's own practice shown apart.
| Step | Term | Status |
|---|---|---|
| Notary files the deed with the Register | Within 10 days (Art. 2330 c.c.) | Law |
| Register enters the company | Without delay, at most 5 days for an electronic filing (Art. 11(8) D.P.R. 581/1995) | Law |
| Chamber confirms to the company PEC | Within 5 days | Procedure (GuidaComUnica) |
| Agencies answer (Agenzia delle Entrate, INPS, INAIL) | Within 7 days | Procedure (GuidaComUnica) |
| The firm's 48 hours | From the signed deed | The firm's own practice, not a legal term |
Sources: Arts. 2330 and 2331 c.c. (cited by article); Art. 11(8) D.P.R. 581/1995; GuidaComUnica of the Register of Companies.
Our 48 hours are our own working practice, counted from the signed deed. They start only when the documents, the codice fiscale, the PEC and the registered office are in hand. No statute makes 48 hours a term, and we never guarantee it.
What changed in 2013?
The form entered law in 2012 with the cost exemption (Art. 3 D.L. 1/2012). D.L. 76/2013 then changed it in three ways (Art. 9(13)-(15)): it deleted the under-35 limit, it released directors from being members, and it folded the reduced-capital S.r.l. into the S.r.l.s., so that companies registered as such are qualified as S.r.l.s. The decree entered into force on 28 June 2013 (Art. 9 D.L. 76/2013). We date the changes to 2013 and do not rely on the split between the decree and its conversion law.
Later events matter to a reader today. Online incorporation opened on 15 December 2021 (D.Lgs. 183/2021). The online model of D.M. 155/2022 has applied since 5 November 2022. The DIRE software replaced ComUnica on 12 February 2026, with the Comunicazione Unica procedure unchanged (Register of Companies tools page).
Can a company or a holding own an S.r.l.s.?
At formation
Founders are natural persons only (Art. 2463-bis(1) c.c.; notaries' English page). A foreign company or holding cannot be a founding member of an S.r.l.s.
After formation
A transfer of quotas to a legal person is allowed, because the natural-person rule bites only at incorporation. The company then loses the S.r.l.s. status, becomes an ordinary low-capital S.r.l. and removes "semplificata" from its name. A capital increase beyond EUR 9,999 also takes it outside the form. This follows the MIMIT opinion prot. 39365 of 15 February 2016 (Ministry of Enterprises and Made in Italy).
The opinion states consequences, not filings, so we do not describe the filings that follow. A later quota transfer filed by an authorised intermediary carries EUR 65 stamp duty plus EUR 90 secretarial fee (Romagna Chamber table, revision 16 of 27 January 2026), and the one-fifth reserve applies to the ordinary low-capital S.r.l. (Art. 2463 c.c.). We set out the conditions and give no advice on a group's structure.
What does the company owe once it is entered?
The first diritto annuale falls due within 30 days of the registration application, at EUR 120 in the 2026 Marche Chamber table. The company must show its form, capital, seat and Register office on its documents and website (Art. 2463-bis(4) c.c.).
The sole or managing director registers a personal digital domicile, distinct from the company's. The Chamber states that the directors' digital domicile cannot coincide with the company's (Milan-Monza Brianza-Lodi Chamber). The standard model cannot be varied later through the deed (Art. 2463-bis(3) c.c.).
Whether a control body or auditor is required under Art. 2477 c.c. is not confirmed for the S.r.l.s., since Art. 2463-bis(5) applies the S.r.l. chapter only so far as compatible, and we assert neither answer. Corporate income tax, IRAP and VAT follow the rules for any S.r.l. and are outside this guide. For the service that forms either form, see S.r.l. registration in Italy.
From our practice
We first ask a founder abroad whether every founder is an individual and whether the papers and PECs are in hand, because our 48 hours start only after them. The form saves fees, not days. We prepare and coordinate the file; the notary receives the deed. Lorenzo Gatti
Sources
The official texts this guide rests on, each with what it supports.
- D.M. 155/2022, notes reproducing Art. 2463-bis c.c.: founders, capital, cash, standard model, deed, name, publicity, compatibility, English models.
- Art. 3 D.L. 1/2012: the cost exemption and the notaries' supervision.
- Art. 9 D.L. 76/2013: the 2013 changes.
- Art. 2 D.Lgs. 183/2021: online incorporation and the notary's duty when all parties live abroad.
- Consiglio Nazionale del Notariato, Simplified S.R.L.: individuals only, no age limit, no notary fees.
- Consiglio Nazionale del Notariato, S.r.l.s. figures of 18 March 2026: the count of registered companies.
- GuidaComUnica: the Chamber's 5-day and the agencies' 7-day confirmations.
- MIMIT opinion prot. 39365 of 15 February 2016: the sale of a quota to a company.
- Milan-Monza Brianza-Lodi Chamber, directors' digital domicile: the director's personal PEC.
- Marche Chamber of Commerce, annual fee 2026: the first diritto annuale.
Arts. 2330 and 2331 c.c. are cited by article without quotation. Art. 11(8) D.P.R. 581/1995, Art. 26(2) D.L. 104/2013, the Romagna Chamber tables and the notaries' online incorporation page are named in the text and not linked.
Related service
- S.r.l. registration in Italy: the formation service that prepares and coordinates the file for either form, while the notary receives the deed. Questions on your file go through our contact page.