Setting up a limited liability company in Italy, known as a Società a Responsabilità Limitata (SRL), involves planning that begins well before incorporation. Assessing the viability of your business idea, organising how the company will operate and establishing clear rules between shareholders all help lay solid foundations.
From the business plan to the incorporation deed, this guide outlines eight key steps to turning an entrepreneurial idea into a new company.
1. Prepare a three-year business plan
The first step is to understand how your project could develop financially. A three-year business plan helps you estimate the initial investment, projected revenue, costs and expected profitability.
It should also address funding needs and cash flow: when money will come in, which expenses must be covered and how they will be financed. This analysis helps you assess whether the project is viable and identify potential challenges before launching.
A well-prepared plan is also valuable when discussing your project with banks, investors and potential partners. Studio Bottero helps entrepreneurs develop realistic forecasts tailored to their proposed business.
2. Establish suitable organisational, administrative and accounting systems
The company’s internal arrangements must be appropriate to the nature and size of its business. Article 2086 of the Italian Civil Code sets out this duty, including the need to identify signs of financial distress at an early stage.
Organisational arrangements should define roles, responsibilities and delegated authority. Administrative procedures should cover approvals, decision-making and management reporting. Accounting systems should provide a clear picture of financial performance, the company’s financial position and cash flow.
These arrangements should reflect the company’s activities, expected scale and development plans. Studio Bottero supports the design of a practical structure with controls that assist day-to-day management.
Dr Simone Bottero contributed to the development of UNI/PdR 167, which sets out criteria for appropriate organisational, administrative and accounting arrangements for SMEs. Dr Luca Bottero has qualified as an auditor of these arrangements.
3. Choose the company name
The company name should reflect your business and be sufficiently distinctive. Before adopting it, check its availability and consider possible conflicts with existing company names or trademarks.
Checks may include the Italian Companies Register and national and European trademark databases. This is particularly relevant if you also intend to use the company name as a commercial brand.
4. Define the corporate purpose
The corporate purpose describes the activities the company intends to carry out. Clear wording aligned with your business plan helps define its scope and accommodate foreseeable developments.
At this stage, you should also check whether the proposed activities require permits, licences, registration with professional bodies or specific professional or technical qualifications. Identifying these requirements early helps you plan the launch effectively.
Studio Bottero works with the professionals involved to help entrepreneurs assess the corporate, regulatory and legal aspects of their proposed activities.
5. Tailor the articles of association
The articles of association establish how the company will operate and govern the relationship between shareholders. They should reflect the ownership structure, any special shareholder rights and the chosen management model.
Key matters include directors’ powers, decision-making procedures, shareholder meetings, transfers of ownership interests and profit distributions. Pre-emption rights and approval clauses may also be relevant.
Articles tailored to the shareholders’ needs can help prevent disputes and make the company’s governance clearer. Studio Bottero helps entrepreneurs identify suitable arrangements to develop with the appointed Italian notary.
6. Arrange payment of the share capital
Coordinate payment and supporting documents with the notary. For an SRL with capital of at least €10,000 and multiple shareholders, at least 25% of cash contributions must be paid at incorporation. Full payment is required for a sole shareholder. Below €10,000, contributions must be entirely in cash and paid in full.
7. Execute the incorporation deed before a notary
An SRL is incorporated through a public deed executed before an Italian notary. The deed records shareholder details, share capital, ownership interests, the corporate purpose, directors’ appointments and the company’s governing rules.
The notary arranges filing with the Companies Register. Preparing the required information, documents and corporate decisions in advance helps ensure that the project is clearly defined before execution.
8. Complete registrations and prepare to begin trading
Registration with the Companies Register gives the company legal personality. The VAT number application and communications to the relevant authorities must also be addressed, with support from Studio Bottero.
Incorporation and the start of trading are separate stages. Before beginning operations, the company must complete the applicable formalities and obtain any authorisations required for its activities.
Lay the foundations for your new business
Setting up an SRL means giving your project a financial, organisational and legal structure. Careful planning helps you make informed decisions and launch with clear rules and suitable management systems.
Studio Bottero supports entrepreneurs throughout this process, from the initial assessment to the design of the company structure and incorporation formalities.
DOING BUSINESS IN ITALYY
Are you considering setting up a company in Italy with foreign shareholders?
Studio Bottero can support you throughout the process, from the preliminary assessment to the post-incorporation requirements.