Documents Needed to Set Up an Italian S.r.l. with a Foreign Shareholder
A foreign company can incorporate an Italian S.r.l. without travelling to Italy: it signs a power of attorney before a notary in its own country, and an attorney signs the deed before an Italian notary. This checklist is based on our recent set-ups for UK and US groups. Requirements may vary slightly from one notary to another and with the shareholder's country.
How Remote Incorporation Works
- We draft the power of attorney, reviewed in advance by the Italian notary.
- The shareholder's legal representative signs it before a notary in the home country, who can also certify the company's existence and the signatory's powers; the apostille is then added.
- The share capital is paid into the Italian notary's escrow account a few days before the deed.
- Our attorney signs the deed of incorporation in Italy; the Italian translation of the power of attorney is sworn before the notary.
- The notary files the deed with the Companies Register; we then obtain the VAT number, the company's PEC (certified e-mail) and the other start-up registrations.
Documents from the Foreign Shareholder
- Certificate of incorporation or equivalent register extract
- Up-to-date certificate of existence (good standing) showing the registered office and the directors
- Current articles of association or bylaws
- Evidence of the signatory's powers (this can be included in the home-country notary's certification)
- Information on the ultimate beneficial owners
From our recent cases
- UK company: Companies House certificate of incorporation, current company certificate, articles of association and PSC record. The Italian notary accepted them as copies, with our Italian translations; only the power of attorney needed an apostille.
- US company: certificate of incorporation and certificate of good standing issued by the Secretary of State of the state of incorporation, current bylaws and a document confirming the officers and the signatory's powers.
Power of Attorney and Apostille
- Signed by the shareholder's legal representative before a notary in the home country
- Apostille for countries party to the Hague Convention; consular legalisation for the others
- Translated into Italian; the translation is sworn before the Italian notary on the day of the deed
Documents for the Director(s)
- Passport copy
- Italian tax code (codice fiscale): we apply for it on the director's behalf with a signed delegation
- Signed declaration accepting the appointment and confirming there are no grounds of ineligibility
- A personal PEC (certified e-mail) address, which we set up
- For non-EU directors, any specific requirement is checked in advance with the Chamber of Commerce
Share Capital
Any amount from €1 is possible. Below €10,000, contributions must be in cash and fully paid in; €10,000 is a common choice. The capital is paid into the notary's escrow account before the deed and transferred to the company's bank account once it is opened: it is not a cost. The simplified SRLS is not available when the shareholder is a company. Depending on the bank's identification requirements, opening the account may require a short trip to Italy.
Timing
- The notary prepares the deed within 7–10 days of receiving complete documents
- Companies Register and VAT registration follow within a few days
- Overall, in our recent cases, about 4–6 weeks from engagement, depending mainly on how quickly the foreign documents are ready
Indicative Costs
| Item | Amount |
|---|---|
| Our formation fee | from €2,000 |
| Notary fees | approx. €1,800 |
| Registration tax, stamp duties and Companies Register fees, incl. first-year Chamber of Commerce fee | approx. €750 |
| Printing and stamping of the statutory books | approx. €250 |
| Annual government tax on corporate books | €309.87 per year |
| Chamber of Commerce annual fee (from year 2) | approx. €120 per year |
| PEC mailboxes (company and each director) | approx. €35 per year each |
| Accounting, VAT, tax compliance and annual accounts | from €350 per month |
| Registered office in Bologna, if needed | €350 per year |
Indicative figures from our recent quotes, net of VAT. Not included: home-country notary and apostille, translations of the group documents (quoted on receipt), payroll (quoted on your hiring plan).
Need help with setting up an Italian S.r.l.?
Our team of Italian chartered accountants assists foreign companies with tax registration, accounting and compliance in Italy.
Frequently Asked Questions
Do I need to travel to Italy to incorporate the S.r.l.?
No. The deed is signed in Italy by an attorney on the basis of a power of attorney signed in your country. Only the opening of the bank account may require a short trip, depending on the bank.
Do all the company documents need an apostille?
Not necessarily. In our recent cases only the power of attorney needed one, and the register documents were accepted as copies with Italian translations. The Italian notary confirms the requirements for each case.
Can the deed be signed by videoconference?
Italian law allows online incorporation in certain cases, but notaries are not obliged to offer it. In our experience, the power of attorney route is the most reliable option for foreign shareholders.
Can the director live outside Italy?
Yes. The director needs an Italian tax code and a PEC address, which we arrange. Where the company will be managed from abroad, its tax residence should be assessed in advance.
Who can act as attorney at the deed?
Any person of trust in Italy, including a member of our firm.