- Posted by Francesca Dimunno
S.r.l.s. company aspects
Italian law establishes the possibility of incorporating two different types of limited liability company: s.r.l. aka “società a responsabilità limitata” or s.r.l.s. “società a responsabilità limitata semplificata”.
Law n. 24 March 2012 n. 27, introduced in the Italian civil code article 2463 bis, establishes the possibility of incorporating an s.r.l.s.. The aim of introducing this kind of corporate entity was to encourage young people under the age of 35 to set up their own business. As from year 2013, the age limit of under 35 years old no longer applies and anyone can incorporate this kind of corporate entity. Minimum share capital necessary to incorporate this kind of limited liability company is € 1 whilst the maximum share capital is € 9.999. In the event the shareholder/s wishes to increase the share capital to more than € 9.999, it will be necessary to transform the s.r.l.s. to s.r.l..
It is important to highlight that only individuals can be shareholders of this kind of company: corporate entities are not allowed to be shareholders. An s.r.l.s. is also incorporated via an Italian Notary Public, but Italian law establishes that for this company no fee is due to the Notary, although fixed costs and taxes of approximately euro 350 must be paid. Another important aspect that characterizes an s.r.l.s. is that the bylaws are set and cannot be modified or customised to the real needs of the specific entity. In the light of all these aspects, in particular the poor flexibility of this company type, that is less easy to incorporate because Notary publics are less willing to schedule completion dates due to the absence of fee and, in general, the lower trust the company has on the market, it is mostly advisable to opt for directly incorporating an s.r.l..
If you are looking for more information or advice on Company Law issues or would like assistance for Company incorporation, drafting of the Memorandum and Articles of Association, contact one of our professionals, by filling out the form below