SRL Share Capital in Italy: €1 to €10,000

The Three Capital Tiers: Standard SRL, Reduced-Capital SRL, and SRLS

Three formation paths are available under Italian law. Each comes with its own capital range, contribution rules, and ongoing obligations.

The SRLS (Società a responsabilità limitata semplificata, Art. 2463-bis) shares the same capital range as the reduced-capital SRL but carries additional constraints: an SRLS can be formed only by natural persons (if a company later acquires a quota, the company loses SRLS status, continues as an ordinary SRL and must drop 'semplificata' from its name, per the Ministry of Economic Development opinion of 15 February 2016, prot. 39365), and the bylaws must follow the fixed ministerial model with no permitted modifications. In return, no professional notary fee is charged for the SRLS deed. For a detailed breakdown of these two paths, see our SRLS vs. SRL comparison.

For reference, the SpA (Società per azioni) requires a minimum capital of €50,000 (Art. 2327 CC).

Paid-In Rules at Formation (Art. 2464)

How much you must actually hand over at the notary on deed-signing day depends on the company structure and the number of founding members.

Multi-member SRL (standard capital, €10,000 or more): At least 25% of cash contributions must be paid to the directors named in the deed at the time the notarial deed is signed (Art. 2464 §4). The remaining 75% may be called in by the directors at any time after incorporation.

Single-member SRL (unipersonale) formed by unilateral deed: The entire 100% of cash contributions must be paid in at deed signing (Art. 2464 §4). If this rule is not complied with, or single-member status is not published in the Registro delle Imprese (Art. 2470), the sole member is liable without limit, if the company becomes insolvent, for obligations arising while they held the whole quota (Art. 2462 §2). See our single-member SRL rules guide for full details.

Reduced-capital SRL and SRLS: 100% of cash contributions must be paid in at deed signing, regardless of the number of founders (Art. 2463 §4).

Newly single-member SRL: If a multi-member SRL later becomes single-member (one person acquires all quotas), remaining unpaid contributions become due within 90 days of that change (Art. 2464 §7).

Non-resident founders: No bank deposit is required before notary day: the cash is paid to the directors named in the deed, and the deed states the means of payment (Art. 2464 §4). The same paragraph allows the payment to be replaced by an insurance policy (polizza assicurativa) or a bank guarantee (fideiussione bancaria) for at least the corresponding sum, with the characteristics set by decree of the President of the Council of Ministers. Contact our team to discuss which payment method applies to your situation.

Non-Cash (In-Kind) Contributions

Any economically valued asset may be contributed to an SRL: property, intellectual property, receivables, and other assets are all permitted (Art. 2464 §2). Cash is the default unless the deed of incorporation specifies otherwise (Art. 2464 §3).

In-kind contributions carry two strict requirements. First, the quotas corresponding to those contributions must be fully paid at the moment of subscription, not deferred (Art. 2464 §5). Second, a sworn appraisal (relazione giurata) by a registered auditor or a registered audit firm must be prepared and attached to the deed of incorporation (Art. 2465). The appraiser is liable for damage caused to the company, its members and third parties (Art. 2465, referring to Art. 2343 para. 2).

Note that reduced-capital SRLs and the SRLS accept cash contributions only; in-kind contributions are not available on those paths.

The Mandatory Legal Reserve for Low-Capital SRLs (Art. 2463 §5)

This is the most commonly misreported rule in Italian SRL capital law. Many sources cite a 5% reserve obligation for low-capital companies. That figure is wrong for this scenario. The statute states "un quinto" (one-fifth), meaning 20%, not 5%.

Under Art. 2463 §5 of the Codice Civile, an SRL with capital below €10,000 must allocate at least 1/5 (20%) of annual net profits to a legal reserve each year. The obligation continues until the combined total of capital plus accumulated reserve reaches €10,000.

Worked example:

In Year 2 of this example, the reserve only needs to reach the €10,000 combined threshold; once that threshold is met, the obligation stops. Until then, the full 1/5 allocation is mandatory.

The reserve may only be used for two purposes: allocation to capital, or coverage of losses. If it is drawn down for either purpose, the 1/5 annual allocation must resume until the threshold is reached again (Art. 2463 §5).

This is not the same as the standard Art. 2430 reserve. For a standard SRL with capital of €10,000 or more, the Codice Civile requires a separate reserve under Art. 2430: 5% of net profits each year until the reserve equals 20% of capital. That 5% figure applies only to standard-capital SRLs. For low-capital SRLs, the Art. 2463 §5 rule (1/5, or 20%) applies instead.

SRL Quotas vs. Shares: What Foreign Founders Need to Know

An Italian SRL does not issue shares. Instead, ownership is divided into quotas (quote di partecipazione) under Art. 2468 of the Codice Civile. Understanding this distinction matters for foreign founders, particularly those accustomed to US corporate equity mechanics.

Key points about SRL quotas:

• Each member holds one quota by default, representing their proportional interest in the company. The bylaws may permit multiple quotas per member (Art. 2468).
• Quotas cannot be represented by shares or offered to the public, except through equity crowdfunding (Art. 100-ter TUF), and are not traded on any exchange. There are no stock certificates.
• Special individual rights on profits or management decisions may be assigned to specific members through the bylaws (Art. 2468).
• A quota transfer takes effect towards the company from the filing of the authenticated transfer deed with the Registro delle Imprese, which the notary makes within 30 days; if the same quota is sold to several buyers, the one who first registers in good faith prevails (Art. 2470).

For US founders: standard US equity-incentive mechanics (stock options, RSUs, warrants) are not directly available in SRL form. Quota-based participation agreements serve a similar function but are structured differently. If equity incentives are a priority, discuss the formation structure with us before signing the deed.

Capital Increases After Formation (Art. 2481)

If the business grows and additional capital is needed, an SRL can increase its share capital after formation. One precondition applies: a capital increase cannot be carried out until all contributions from prior issuances have been fully paid in (Art. 2481 §2).

The process follows five steps:

1. Confirm all previously due contributions are fully paid (Art. 2481 §2 precondition).
2. Shareholders' meeting resolves the increase, or directors resolve it if the bylaws have delegated that authority (Art. 2481 §1).
3. If directors resolve the increase: notarial minutes are required, prepared without delay (Art. 2481 §1).
4. File and register the resolution at the Registro delle Imprese per Art. 2436.
5. New contributions are paid in per Art. 2481-bis: at least 25% of the cash subscribed plus any share premium, 100% where the sole member subscribes, and fully paid at subscription for any in-kind contributions (with sworn appraisal per Art. 2465).

For more on registration and filing requirements, see our guide on how to register an SRL in Italy.

Voluntary Capital Reduction and the 90-Day Creditor Window (Art. 2482)

Capital may also be reduced voluntarily, down to the Art. 2463 statutory minimum. The method is either to reimburse members for a portion of their quotas or to release members from unpaid contribution obligations (Art. 2482 §1).

Creditor protection applies automatically. The reduction decision cannot be executed until 90 days have elapsed from its registration at the Registro delle Imprese (Art. 2482 §2). During that period, any creditor whose claim predates the registration may file opposition.

The four-step process:

1. Shareholders' meeting resolves the reduction (the resulting capital cannot fall below the Art. 2463 minimum).
2. File the resolution at the Registro delle Imprese.
3. Wait 90 days: pre-existing creditors may oppose during this period (Art. 2482 §2).
4. If no creditor has filed opposition after 90 days: execute the reduction by reimbursing quotas or releasing unpaid obligations.

For questions on costs involved in capital changes, see our overview of the cost to open an SRL.

When Capital Is Eroded by Losses: Director Duties and Deadlines

Capital erosion from trading losses is one of the highest-risk areas for SRL directors. Art. 2482-bis and Art. 2482-ter set out mandatory response obligations. Failure to act on time exposes directors to personal liability under Art. 2476 (note: Art. 2392 is the SpA rule and does not apply here).

The "without delay" standard in Italian law (senza indugio) means as soon as the directors become aware of the triggering condition. Waiting for the next scheduled board meeting is not sufficient in most cases.

From our practice, low-capital SRLs benefit from early legal advice when losses mount. Get in touch to discuss capital restructuring or recapitalization options.