Simplified limited liability company: is the SRLS right for your business?

A simplified limited liability company (SRLS) is a form of limited company designed to reduce the time and cost of launching small startups or early-stage business projects. It’s a legal structure that offers an accessible way to start a business with minimal upfront investment.

But how does it differ from a traditional SRL? What are the pros and cons of opening an SRLS—and what about costs, taxes, and legal obligations?

This guide covers everything you need to know to set up an SRLS in Italy, plus some helpful tips on how to manage it effectively with the right (and mandatory) business account and tools.

Summary

1. What is an SRLS?
2. How does an SRLS work?
3. Difference between an SRLS and an SRL
4. How to open an SRLS
5. SRLS costs
6. Limitations of an SRLS
7. SRLS taxation
8. How to convert an SRLS into an SRL
9. How to close an SRLS
10. FAQ

What is an SRLS?

A simplified limited liability company (SRLS) is a special type of SRL, regulated under Article 2463-bis of the Italian Civil Code. It falls within the category of capital companies, meaning it has its own share capital and legal personality, separate from the individuals who own it.

This gives the SRLS what's known as full asset separation: in case of debt or bankruptcy, each shareholder is only liable for the capital they’ve invested—not their personal assets.

Unlike partnerships, an SRLS must have at least one shareholder (a natural person). This can be just one individual, and despite the name, they don’t need to be under 35. In such cases, it’s referred to as a single-member SRLS (or SRLS unipersonale).

How does an SRLS work?

Simplified limited liability companies (SRLS) are often small or medium-sized businesses with innovative models and high growth potential. Their structure allows quick setup with minimal bureaucracy, making it easier to bring a business idea to market fast.

Functionally, an SRLS operates much like a traditional SRL, offering the same protection of personal assets through limited liability.

From an organisational perspective, all SRLSs are based on a standard deed of incorporation and statute defined by the official government template dated 23 June 2012. These documents cannot be customised or modified with additional clauses.

Only natural persons can set up an SRLS—legal entities such as other companies or organisations are not permitted.

The share capital can range from as little as €1 up to €9,999.99. If you wish to increase the capital beyond that limit, you’ll need to convert the SRLS into a standard SRL.

Over time, an SRLS can evolve into an SRL, allowing for a more complex structure in terms of governance, statutes, and tax planning.

Difference between an SRLS and an SRL

The main difference between a simplified SRL (SRLS) and a traditional SRL lies in the setup process. With an SRLS, the incorporation and statute documents follow a standardised template, making the procedure faster and more cost-effective.

Beyond the reduced bureaucracy, the minimum share capital required to open an SRLS is extremely low. While an SRL needs at least €10,000 in capital, an SRLS can be started with just €1.

However, this amount must be paid in full at the time of incorporation. Unlike SRLs, where shareholders can initially pay just 25% and complete the payment later, an SRLS does not allow deferred contributions.

Another key point: contributions in kind—such as goods or services—are not allowed when forming an SRLS. Only cash is accepted, whereas traditional SRLs do allow these alternative contributions.

Additionally, only natural persons can be shareholders in an SRLS. Legal entities (like companies or associations) are not permitted, whereas they are allowed in an SRL.

Both forms of company must be incorporated in front of a notary. However, unlike an SRL, setting up an SRLS doesn’t involve paying a notary’s fee.

How to open an SRLS

Even though setting up an SRLS is fast and cost-effective, involving no notary fees, a notary’s presence is still legally required. Here’s what the setup process typically involves:

• preparing the deed of incorporation and statute
• paying in the share capital
• registering for a VAT number and tax code
• registering with the Italian Business Register (Registro delle Imprese)

It’s also mandatory for the shareholder to set up:

• a certified email address (PEC)
• a digital signature service
• e-invoicing software
• a dedicated business bank account

Deed of incorporation and statute

The SRLS uses the official template for both the deed of incorporation and the statute, which define how the company operates. These documents must include:

• the company’s business purpose (oggetto sociale)
• the personal details of all shareholders and anyone taking on an administrative role, whether or not they are shareholders themselves

The documents must be signed in full in front of a notary. Each shareholder must also present valid ID and their Italian tax code.

Share capital

To open an SRLS, the minimum legal share capital is just €1, and the maximum is €9,999.99. The full amount must be paid at the time of incorporation, but there’s no holding requirement—these funds can be used immediately to cover business expenses or investments.

That said, opting for symbolic capital may impact how your business is perceived. Banks, suppliers, and potential clients are less likely to trust a company that only invests €1 in itself. For businesses that need financing, partnerships, or supplier credit, starting with a stronger capital base is a smarter move.

Business account for SRLS

Under Italian law, a capital company like an SRLS must have a separate business account—not a personal account owned by its shareholders. So before meeting with the notary and paying in your capital, you’ll need to open a dedicated business account.

Today, there are fast and flexible online options that are ideal for startups and small businesses. Vivid Money offers an SRLS-ready business account with features that support your growth from day one:

• Italian IBAN
• fast online setup
• manage everything via app or desktop
• physical and virtual debit cards
• cashback on purchases
• accounting and invoicing tools
• multi-user access for your team
• built-in business travel booking
• treasury tools for saving and investing business funds
• integrations with operational and admin software

Explore Vivid Money plans and open your SRLS business account online in just a few minutes.

Registering your SRLS

Once the notary has approved the company’s incorporation, the next step is to request a VAT number, register with the Italian Business Register (Registro delle Imprese), and complete the registration with the local Chamber of Commerce.

While it’s possible to manage this process yourself via the ComUnica portal, it’s often worth relying on a qualified accountant—especially when dealing with a capital company. They’ll handle the paperwork correctly and help you avoid costly mistakes.

SRLS costs

It’s often said that an SRLS is cheaper to set up than a traditional SRL. That’s true when it comes to incorporation costs—but once the company is up and running, the ongoing expenses are more or less comparable to those of a standard limited company.

Setup costs

Opening an SRLS isn’t completely free. While you won’t pay a notary’s fee, there are several other startup expenses to consider, including:

• registration tax payable to the Italian Revenue Agency (Agenzia delle Entrate)
• Chamber of Commerce fees for registration
• accountant or tax advisor fees
• purchase of corporate books (e.g. minutes of meetings, directors’ resolutions) and stamp duty
• opening a dedicated business bank account
• setting up a mandatory certified email address (PEC) and digital signature
• subscribing to an e-invoicing service

On average, setup costs come to around €1,000—plus the share capital (which technically isn’t a cost, as it remains the company’s asset).

Ongoing costs

Every year, you’ll need to budget for a few standard operating costs. For example:

• Chamber of Commerce annual fee: calculated based on the previous year’s IRAP (regional tax), with a minimum of €100 and a maximum of €20,000
• Annual financial statement filing: approximately €127.40 (€62.40 for secretarial fees, €65 for stamp duty)
• Official company report (visura camerale): around €7 for the standard version, or €8 for the historical version

The largest variable cost is your accountant’s fee, which depends on your business volume and complexity—but it rarely falls below €2,000 per year. Note that SRLS companies are not eligible for simplified accounting or the flat-rate tax regime.

Business account costs

Traditional banks often charge high maintenance fees for corporate accounts, but modern digital banks now offer much more accessible options. Many neobanks—including Vivid Money—offer zero-fee plans and even ways to earn returns on your account balance. This makes them an ideal choice for startups looking to keep overheads low while gaining access to powerful business tools.

Limitations of an SRLS

The main purpose of the SRLS is to offer a lean, low-cost legal structure—often appealing to young entrepreneurs starting their first business.

It’s a great fit for early-stage ventures, but over time, this structure can show its limits.

Standardised deed and statute

An SRLS must use a fixed template for its deed of incorporation and statute, with no room for personalisation beyond a few legally permitted tweaks. This means you can’t include things like:

• custom governance rules
• preferential rights for shareholders
• pre-emption clauses on shares

For some founders, this is a significant constraint. If you foresee needing more flexibility in how your company is governed, it’s better to go with a standard SRL from the start.

Only natural persons allowed as shareholders

SRLS companies can only have individuals as shareholders. This restriction prevents legal entities—like other companies or holding firms—from joining the ownership structure later on.

That limitation can become an obstacle if, in the future, your business seeks outside investment from corporate partners or larger entities.

Capital cap

An SRLS can have share capital of up to €9,999.99. If your business grows and you want to increase that amount, you’ll be required by law to convert the SRLS into a standard SRL.

Lower credibility with banks

A very low share capital can also hurt your company’s creditworthiness. Banks and lenders may view limited capital as a sign of low commitment or higher risk. If you're applying for loans, bank guarantees, or overdraft facilities, having minimal capital can work against you—something that’s far less common with a traditional SRL.

SRLS taxation

From a tax perspective, an SRLS does not enjoy any special advantages compared to a traditional SRL. The company is subject to the same tax regime, including:

• IRES (corporate income tax), applied at a flat rate of 24% on annual taxable income
• IRAP (regional production tax), with a base rate of 3.9%, which may vary depending on the region
• VAT and all other taxes related to commercial transactions

Dividend distribution

Profit distribution to shareholders follows standard rules: dividends can only be paid out once the financial statements are approved and all legal reserve requirements have been met.

Dividends paid to individual shareholders are subject to a flat withholding tax of 26%.

If a shareholder holds a qualified shareholding (more than 25% of the company’s capital), different tax treatment applies to their portion of taxable income under Italian tax law.

Tax on directors' compensation

The remuneration of an SRLS director is not treated as a dividend. Instead, it is considered personal income and taxed under IRPEF (personal income tax) based on the individual’s income bracket.

How to convert an SRLS into an SRL

To convert a simplified SRL (SRLS) into a traditional SRL, you’ll need to amend the company’s statute—this must be done in front of a notary.

The process doesn’t involve closing the SRLS or opening a new company. Your VAT number and all existing legal relationships remain unchanged.

During the conversion, you can update the statute with custom clauses and, if needed, bring in new shareholders—including legal entities, which are not allowed in an SRLS.

You’ll also need to meet the minimum share capital requirement for SRLs, which is €10,000. At least 25% of this amount must be paid in at the time of the transformation.

When is conversion mandatory?

You’re legally required to convert your SRLS into an SRL if:

• your share capital exceeds €9,999.99
• you want to add a company or other legal entity as a shareholder
• you wish to customise the statute with specific clauses

Costs of conversion

Converting to an SRL is considered an ordinary legal act. It doesn’t benefit from the simplified setup process that applies to SRLS companies, which means you’ll need to pay full notary fees.

How to close an SRLS

Closing an SRLS still requires a notarial deed, but there is now a simplified digital procedure available.

The dissolution must follow the official legal template and be submitted to the Italian Business Register (Registro delle Imprese). The same document must also be sent to the Italian Revenue Agency (Agenzia delle Entrate) to officially close the company’s VAT position.