SRLs: Does Opening a Company for €1 Actually Work? Real Costs and Limits

In a Nutshell

The SRLs (Società a Responsabilità Limitata Semplificata — Italy's simplified limited-liability company) is a leaner version of the standard SRL with one real advantage: the notary's deed for incorporation is free by law. You can open it with as little as €1 in share capital. Where many people get confused is that the costs are not truly zero — after incorporation, an SRLs carries the same annual obligations as an ordinary SRL.

At a Glance

Opening cost	Notary fee: €0 (by law). Stamps + Chamber of Commerce fees + company books: roughly €450–700. Share capital: from €1 to €9,999.
Timeline	1–7 days from the notarial deed to registration in the Companies Register.
Where in Rome	A notary enrolled with the Rome Notarial Council + Camera di Commercio di Roma (via ComUnica, handled by the notary).
Documents	ID and Codice Fiscale (Italian tax ID — your personal 16-character code) for all shareholders, cash capital, company name and purpose, registered address in Rome.

What the SRLs Is and Where It Comes From

The SRLs was introduced by DL 1/2012 under the Monti government and is governed by art. 2463-bis of the Civil Code. It was designed to lower the entry barrier for anyone who wants limited-liability protection without the costs of a full SRL.

Originally it was reserved for people under 35, but DL 76/2013 removed the age cap. Today anyone can open one, at any age.

The key features:

• Share capital between €1 and €9,999.99 (the moment you hit €10,000 it becomes an ordinary SRL)
• Notary incorporation deed is free: no professional fee, no stamp duty on the deed, no secretarial charges
• The deed must follow the standard template set by DM Giustizia 138/2012 — you cannot modify it
• Natural persons only as shareholders (no companies, legal entities, or associations)
• Capital must be paid in cash only, handed to the notary at the moment of signing

What It Really Costs to Open an SRLs in Rome

The notary charges you nothing for the deed — that part is true. But there are other costs to factor in:

Item	Amount
Notary incorporation fee	€0 (by law, DL 1/2012)
Deed stamp duty	€65
Chamber of Commerce secretarial fees	€90
Registration tax	exempt
Company books certification	€100
Annual Chamber of Commerce fee, Rome (first year)	~€200
Share capital (recommended minimum)	€100–500
Total to open	roughly €450–700 + capital

Then come the recurring annual costs, identical to those of an ordinary SRL: an accountant between €1,500 and €3,000, the annual Chamber of Commerce fee of around €200, plus IRES (Italian corporate income tax) at 24%, IRAP (regional business tax) at 3.9%, IVA (Italian VAT), and INPS (Italy's social-security agency) contributions.

What You Cannot Do with an SRLs

The biggest constraint of the SRLs is the standard incorporation deed: you cannot add custom clauses. No right of first refusal between shareholders, no drag-along or tag-along provisions, no special voting thresholds. If you need specific shareholder protections, the SRLs is not for you — you need an ordinary SRL.

Beyond that:

• You cannot have companies as shareholders: natural persons only. A holding company cannot own shares in an SRLs.
• You cannot contribute assets, machinery, patents, or property: cash only.
• Every year you must set aside 20% of profits as a legal reserve until the combined total of capital plus reserve reaches €10,000. That money cannot be distributed as dividends.

When an SRLs Actually Makes Sense

The SRLs is the right choice if:

• You are just starting out and have limited capital available
• You do not need to customise the articles of association
• All future shareholders are natural persons
• You want to move quickly — incorporation takes 1–7 days
• The business does not require contributing assets or intellectual property

It is not the right choice if you expect rapid growth, already have institutional investors interested, or know upfront that you will need specific statutory clauses. In those cases it is more efficient to go straight to an ordinary SRL.

How to Open an SRLs in Rome: Step by Step

Before visiting the notary, prepare the following: the company name (it must include the words "Società a Responsabilità Limitata Semplificata" or the abbreviation SRLs), the business purpose with the relevant ATECO activity codes, the registered office address in Rome (a shareholder's home address is acceptable), and the cash capital.

Check that the name you have chosen is available on the Registro Imprese (Italy's Companies Register) before booking the appointment.

At the notary you sign the public deed using the standard DM 138/2012 template. Bring your ID, the Codice Fiscale of all shareholders, and the cash. The notary holds the capital temporarily.

After signing, the notary has 20 days to register the company in the Companies Register via the ComUnica electronic filing system. ComUnica automatically notifies the Chamber of Commerce, Agenzia delle Entrate (Italy's tax-revenue agency, which assigns a Partita IVA — Italy's VAT number required to invoice), INPS, and INAIL (Italy's workplace-injury insurance institute).

Once registered, open a bank account in the SRLs's name and ask the notary to transfer the share capital to it. If your activity requires a SCIA (certified notice of commencement of business) or a municipal permit, submit it through Rome's SUAP (Sportello Unico delle Attività Produttive — Rome's one-stop business desk).

What Happens When the SRLs Becomes Too Small

When you want to raise capital above €9,999, bring in a company as a shareholder, or customise the articles, you convert the SRLs into an ordinary SRL through a shareholders' resolution and a notarial amendment deed — which this time does cost money: €1,000–2,000.

There is also an automatic transformation scenario: if over time you accumulate profits in the legal reserve until the combined capital plus reserve reaches €10,000, you effectively end up with a structure equivalent to an ordinary SRL.

Mistakes to Avoid

1. Do not pay the notary for the incorporation deed. The notary fee is zeroed by law under DL 1/2012. If a notary asks for a fee for the SRLs incorporation itself, they are in breach of the law. You can report them to the Rome Notarial Council.
2. Do not think the SRLs costs nothing after opening. Annual accounts, an accountant, Chamber of Commerce fees, IRES and IRAP — you pay all of these exactly as with an ordinary SRL. The saving is only at incorporation.
3. Do not try to customise the deed. Clauses added to the standard template are void. If you already have specific statutory needs, go straight to an ordinary SRL and save yourself the trouble.
4. Do not contribute assets instead of cash. The law only allows cash. An in-kind contribution makes the deed voidable.
5. Do not forget the legal reserve. 20% of profits each year is mandatory until capital plus reserve exceed €10,000. Distributing it as a dividend exposes you to personal liability.

Special Cases

Sole shareholder: You can open a single-member SRLs (SRLs Unipersonale). The entire capital must be paid in at the moment of incorporation — no instalments.

Non-shareholder director: This is allowed. The director's fee is taxed as income assimilated to employment.

Foreign shareholders: EU and EEA citizens can open an SRLs without restrictions, just like Italian citizens. Non-EU citizens holding a valid Italian residence permit are treated the same. For non-EU citizens not resident in Italy, the reciprocity condition with the Ministry of Foreign Affairs (MAECI) must be verified first — see our dedicated article on that topic.

Excluded sectors: Banking, insurance, and financial activities require corporate forms with much higher minimum capital. Regulated professions — lawyers, accountants, doctors, notaries — require instead an STP (Società tra Professionisti — the specific professional-partnership structure).

Official Sources

• Consiglio Nazionale del Notariato
• Camera di Commercio di Roma
• Registro Imprese — Costituzione
• MIMIT — Costituzione impresa
• Agenzia delle Entrate — Imprese

Legal references: DL 24/01/2012 n. 1 converted into L. 27/2012; DL 28/06/2013 n. 76 art. 9; DM Giustizia 138/2012; art. 2463-bis Codice Civile; artt. 2462-2483 Codice Civile; D.Lgs. 175/2014.