S.a.s.: how it works, costs, pros and cons

The società in accomandita semplice (S.a.s.) is a widely used type of partnership in Italy. Its structure is clear-cut: two types of partners, two levels of liability, and two key legal conditions to follow to keep it active and retain its benefits.

It’s easy to set up, has low ongoing costs, and risks are usually concentrated on just one type of partner. If you're looking to understand exactly how an S.a.s. works–including the finer details (Do you need a business account? What happens if the business fails?)–this guide is for you.

Summary

1. What is an S.a.s.?
2. Pros and cons
3. General and limited partners
4. How to open an S.a.s.
5. Setup and management costs
6. Taxation
7. INPS contributions
8. When is it worth choosing an S.a.s.?
9. Dissolution, bankruptcy, and the death of a partner
10. FAQ

What is an S.a.s.?

The società in accomandita semplice (S.a.s.) is one of the main partnership structures in Italy, alongside the società semplice (S.s.) and the società in nome collettivo (S.n.c.).

An S.a.s. does not have legal personality or full asset separation, but it offers flexibility in both business management and capital contributions. The company name (ragione sociale) must include the name of at least one general partner (accomandatario).

To set one up, you need at least two partners, each with a distinct role: one general partner (accomandatario) and one limited partner (accomandante).

According to Article 2313 of the Italian Civil Code, their responsibilities differ:

• General partners are jointly and fully liable for the company’s obligations
• Limited partners are only liable up to the amount of their contribution

Pros and cons

Let’s start with the positives. The società in accomandita semplice (S.a.s.) offers flexibility in how roles are defined and how capital is contributed–whether in cash, assets, receivables, or even manual or intellectual services.

There’s no minimum capital requirement, and it’s not required to file annual financial statements. In some cases, it can also benefit from simplified accounting, and setting up a new S.a.s. is relatively straightforward.

But the biggest advantage is the limited liability granted to limited partners (accomandanti), who are effectively shielded if the business runs into financial trouble.

On the other hand, general partners (accomandatari) are fully liable, meaning they risk their entire personal assets–a significant downside.

Another limitation is that an S.a.s. must always include both types of partners. So, if two business partners want to be equally involved in running the company, they can’t opt for an S.a.s.–they’ll need a different legal structure.

General and limited partners

An S.a.s. must always include two distinct roles:

• The general partner (socio accomandatario)
• The limited partner (socio accomandante)

Roles

The general partner is the one who manages, represents, and runs the business. The limited partner, on the other hand, contributes capital but does not have any management authority.

All operational decisions are made by the general partners. Limited partners cannot act on behalf of the company, unless they are granted a special power of attorney for a specific task.

However, limited partners do have certain rights, such as:

• The right to consult company records and receive the annual financial report
• The right to give opinions, approve operations, or perform oversight tasks, if provided for in the company’s statute
• Their ownership share can be transferred upon death or sold, with the approval of partners holding a capital majority

Liability

This distinction in roles is crucial, as it determines each partner’s liability.

The general partner, being the administrator and legal representative, has unlimited liability for the company’s debts. That means if the company fails, they may need to cover losses using personal assets.

In practice, a general partner in an S.a.s. has the same responsibilities as a partner in a società in nome collettivo (S.n.c.).

The limited partner, however, has limited liability: they can never lose more than what they invested. This protection mirrors what shareholders enjoy in limited liability companies (S.r.l., S.r.l.s., or S.p.A.)–creditors cannot touch their personal assets, even in case of financial collapse.

Obligations

It's critical in an S.a.s. to keep roles clearly separated. A limited partner cannot actively participate in business operations–not as a manager or even as an employee. Doing so would violate the non-interference rule (divieto di immistione), and they would lose their limited liability status.

Another important detail: the company name (ragione sociale). If the name includes a limited partner’s name, that person becomes jointly and fully liable for the company’s debts, just like a general partner.

Lastly, an S.a.s. must always include at least one general partner and one limited partner. If either role is missing and not replaced within six months, the company must be dissolved.

How to open an S.a.s.

To start a società in accomandita semplice (S.a.s.), you’ll need at least two people: one general partner and one limited partner. The partners must prepare a signed agreement, either as a notarised private contract or a public deed handled by a notary, along with a company statute.

The S.a.s. statute must include:

• Full details of each partner, specifying their role (general or limited)
• The company name
• The registered office address
• The corporate purpose (business activity)
• How partners contribute capital and the value of those contributions
• How profits and losses are shared
• Rules for company management and legal representation
• Conditions for partners joining, exiting, or being replaced
• Procedures for dissolving and liquidating the company

You'll also need to set up:

• A certified email address (PEC)
• A digital signature
• A digital ID (SPID)
• E-invoicing software to manage the company’s digital documents

The founding deed and statute must be sent via PEC to the Business Register using the Single Communication (Comunicazione Unica)–a one-stop process that also handles:

• Issuing a VAT number and tax ID for the S.a.s.
• Registering with INPS (Social Security)
• Opening a position with INAIL (for employees or working partners)
• Registration with the Business Register
• Enrolment in the local Chamber of Commerce
• Submitting a start-of-activity notice to the SUAP (One-stop shop for business registration)

Business bank account

An S.a.s. can open a business account to manage its finances and handle capital contributions or profit distributions. By law, a business account is only mandatory if annual revenue exceeds €400,000.

In practice, however, a dedicated business account is almost always essential. Anti-money laundering laws and basic tax management require that personal and company funds stay separate.

Without one, accounting gets messy, and you risk making avoidable mistakes. From the Tax Agency’s perspective, unclear financial flows can cause issues during audits or when claiming deductions.

Vivid Money offers a business account made for your S.a.s.:

• Italian IBAN
• Payment cards with cashback
• SEPA and SWIFT transfers
• Interest on your balance
• Investment tools
• Integration with accounting software
• And much more

Get your finances set up from day one. Open your Vivid business account and benefit from features built for modern partnerships–no monthly fees, instant transfers, and smart tools to help your business grow.

Setup and management costs

The cost to open an S.a.s. can vary, but generally revolves around a few key items.

Notary fees for drafting the founding deed typically average around €2,000, depending on the professional and the complexity of the agreement. The registration tax adds about €200.

Opening a business bank account may cost around €100, although Vivid Money offers a zero-fee plan for businesses (you can compare plans here).

Running an S.a.s. comes with minimal fixed costs. If annual revenue stays below €400,000 for services or €700,000 for other activities, the company can choose simplified accounting. This helps streamline admin, cut down on paperwork, and lower annual expenses compared to full accounting.

Bonus tip: To save time on repetitive tasks, many businesses also explore automation through tools like Vivid’s digital employees.

Taxation

An S.a.s. is not required to file public annual financial statements, but it must submit an annual income tax return. The business uses a transparency tax model, meaning each year, the company’s profits are allocated to the partners according to their ownership share.

Each partner then declares their share of the income in their personal tax return and pays IRPEF (personal income tax) based on their individual tax bracket.

In short, taxes are paid at the personal rate, not the corporate tax rate applied to capital companies.

The S.a.s. is also subject to IRAP (Regional Tax on Productive Activities), typically set at around 3.9% of company profits.

INPS contributions

The general partner (accomandatario) is always required to register with the INPS Artisans and Merchants scheme, regardless of their ownership percentage or whether they also have a separate salaried job. They must pay fixed social security contributions four times a year, plus variable contributions when paying income tax instalments and final balances.

The limited partner (accomandante), on the other hand, is not required to register with INPS or pay contributions on their ownership share–unless they are actively involved in running the business.

However, if they do take part in operations, they lose the protection of limited liability.

When is it worth choosing an S.a.s.?

The società in accomandita semplice (S.a.s.) is often chosen in family-run businesses or ventures where trust between partners is key.

For example, my own family’s business is an S.a.s.: my father, who runs the company, is the general partner, while my mother is a limited partner with no active role in operations.

The S.a.s. is a solid choice for simple business models, especially for startups or traditional businesses that don’t involve significant financial risk. Having both general and limited partners creates a balance between those who manage and those who invest.

S.a.s. or S.n.c.?

Compared to a società in nome collettivo (S.n.c.), the S.a.s. allows you to bring in investors who are only exposed to the capital they contribute.

In an S.a.s., the limited partner can stay completely out of day-to-day operations and still retain their limited liability.

The general partner, meanwhile, has the same rights and responsibilities as in an S.n.c.

S.a.s. or S.r.l.?

Compared to an S.r.l. (limited liability company), the S.a.s. has lower setup and running costs and allows for simplified accounting.

That said, an S.r.l. protects all partners from personal liability and provides more flexibility in how the share capital is structured.

While the S.r.l. does involve higher costs and more bureaucracy, it offers stronger legal protection–for everyone involved.

As the business grows, the need to protect personal assets becomes more important. That’s why many S.a.s. eventually transition into an S.r.l.

Dissolution, bankruptcy, and the death of a partner

An S.a.s. can be dissolved under certain circumstances:

• Fulfilment of the company’s corporate purpose
• Decision by the partners
• Absence of either partner category (general or limited)

If the company no longer has at least one general partner and one limited partner, it has six months to appoint replacements–otherwise, it is automatically dissolved.

In the event of bankruptcy, creditors can go after the personal assets of general partners. Limited partners, on the other hand, only risk losing the capital they contributed.

During liquidation, creditors also have the right to claim from the liquidation share received by limited partners.

If a general partner dies, their share is paid out to their heirs–unless the statute or founding agreement says otherwise.

For heirs to take over as new general partners, approval from the remaining partners is required. If no replacement is found, the company must be dissolved.

A limited partner’s share can be transferred upon death or sold–with the approval of the partners holding a capital majority.

The same applies if a general partner dies: their role and share do not transfer automatically. Unless otherwise specified in the statute, the share is paid out to the heirs.

Non-bankrupt S.a.s. status

Some S.a.s. companies may be classified as non-bankruptable. This applies if the business is not considered economically significant–meaning that in the last three financial years, it has not exceeded any of the following thresholds:

• €200,000 in gross annual revenue
• €300,000 in total annual assets
• €500,000 in total liabilities

In this case, the company cannot be declared bankrupt by a court and is not subject to insolvency proceedings.

However, the general partners’ personal assets remain at risk and can still be seized to cover the company’s debts.