Documents to Form an Italian SRL as a Foreign Founder: 2026 Checklist

A practical checklist for foreign individuals and corporate shareholders: what the deed must contain, what the notary must verify, and which cross-border formalities depend on your country and signature route.

The short answer

There is no single statutory bundle of documents that every foreign founder must produce. The file is built in three layers, and only the first two are set by Italian law in any detail:

1. What the deed must contain. Article 2463 of the Civil Code requires a public deed stating, for each shareholder, the name or company name, the date and place of birth or the state of incorporation, the domicile or registered office and the citizenship. Those details have to come from documents, and they have to match across the whole file.
2. What the notary must check. Notaries are among the obliged entities under the anti-money-laundering decree, Legislative Decree 231/2007. Article 19 requires the notary to identify the client and the beneficial owner and, where the client is a company, to verify that the person signing actually has power to bind it.
3. How a foreign document becomes usable in Italy. A document issued abroad may need an apostille or consular legalisation and an Italian translation. Whether it does depends on the country, the type of document and whether a treaty removes the formality.

The rest of this article turns those layers into a checklist. It does not claim that every item below is required in every case: the tables label what is a legal check, what follows from the notary's practice, and what depends on your structure.

If you have not yet chosen the structure, the guide to opening an SRL in Italy as a non-resident covers the steps, the reciprocity rule and the two signing routes. This article assumes the decision is made and the notary has been instructed.

First, decide how you will sign

The document set depends on the signature route, so settle this before collecting papers.

Route A: the digital public deed by video conference.

Article 2 of Legislative Decree 183/2021 allows an Italian notary to receive the deed of incorporation of an SRL or SRLS as an electronic public deed, with the parties attending by video conference. The company must have its registered office in Italy, the share capital must be paid entirely in cash by bank transfer to the notary's dedicated account, and the parties must be identified electronically and sign with a qualified electronic signature. The Consiglio Nazionale del Notariato describes the platform and the notary's role.

Route B: a special power of attorney.

You sign a power of attorney abroad before a notary, have it apostilled or legalised, add an Italian translation, and your representative signs the deed in Italy. This is the route for contributions in kind, for a shareholder who cannot use an accepted electronic identity, and for structures the online procedure does not cover.

Both routes end with the same deed and the same Business Register filing. What changes is who signs, where, and which documents have to travel.

Layer 1: the deed has to state facts you can document

Article 2463 is not a document list, but it tells you which facts the notary cannot improvise. For every shareholder the deed must state:

• the surname and name, or the company name;
• the date and place of birth, or the state of incorporation;
• the domicile, or the registered office;
• the citizenship.

For a company shareholder, that means a recent extract from its home register and its constitutional documents, not a self-declaration. For an individual, it means a valid passport or identity card and a consistent spelling of every name. A middle name omitted in one document and present in another is a common reason for a file to be sent back.

The same article requires the deed to state the company name, the comune of the registered office, the business activity, the share capital and contributions, each shareholder's quota, the governance rules, the persons appointed to administer the company and the approximate incorporation costs. The notary will draft those points with you; they are not documents you collect.

Article 2463 also applies articles 2329, 2330, 2331, 2332 and 2341 to the SRL. Article 2330 is the filing rule: the notary must deposit the deed with the Business Register within ten days, a term reduced from twenty by Law 12/2019. The company acquires legal personality on registration under article 2331.

Layer 2: what the notary must verify before signing

The anti-money-laundering file is separate from the company-law file, and it is independent of the state of the beneficial owner register.

Under article 19(1)(a) of Legislative Decree 231/2007, the notary identifies the client and verifies identity from an unexpired identity document. Where the client is a company, the notary must verify the actual existence of the power of representation and obtain the information needed to identify and verify the signatories. That requirement is the reason for several of the corporate documents described below: the notary is not collecting paper for its own sake, but establishing that the person signing can bind the shareholder.

Under article 19(1)(b), the notary identifies the beneficial owner at the same time, using public registers, information provided by the client or other means. Article 20 then sets the criteria: a direct or indirect holding of more than 25% of the capital is the first indicator; control through other means comes next; where neither identifies a natural person, the residual criterion is the legal representative, administrator or director. The Bank of Italy's FAQ on beneficial ownership, prepared with the Ministry of Economy and the UIF, confirms that the ownership and control criteria apply in that order.

In practice the notary may ask for a written beneficial ownership declaration and an ownership chart. The decree does not prescribe a form: it allows the notary to rely on public registers, information provided by the client or other means. The declaration is evidence, and the notary may cross-check it against registers and corporate documents. If the shareholder is itself owned by a company, expect to document each layer up to a natural person, not only the immediate parent.

Two practical points follow. First, the notary may rely on identification carried out by a foreign notary where that notary is subject to equivalent anti-money-laundering duties; where the power of attorney comes from a country without that equivalence, the notary may need to identify the principal as well. The Consiglio Nazionale del Notariato's FAQ sets out that practice. Second, if the required checks cannot be completed, the anti-money-laundering rules require the notary to refrain from the engagement. That is why an incomplete ownership chain stalls a closing rather than producing a conditional deed.

The notary's checks are risk-based, and they can extend beyond identity and ownership to the origin of the funds used in the operation. The Consiglio Nazionale del Notariato's guidance on the anti-money-laundering questions lists the origin of the funds among the information that may be requested where the nature of the operation or the client's profile makes it necessary. The bank's later source-of-funds review is a separate exercise; it is not the first or only occasion on which the question can arise.

The beneficial owner register is a separate duty, and the latest notice reports it as suspended

Article 21 of the same decree requires companies with legal personality to communicate their beneficial ownership data to the Business Register. That duty belongs to the company, not to the notary, and it is not the same as the notary's client due diligence.

The latest Chamber of Commerce notice available at the time of writing, dated 4 August 2026, states that the register remains suspended. The Chamber of Commerce of Cuneo's notice records that, after the Court of Justice's judgment of 21 May 2026, the Council of State proceedings resume with a first hearing in May 2027, and that until then the filing duty, periodic confirmation, sanctions, sample checks and third-party access remain suspended. The national portal still accepts communications on an optional basis. No later official notice lifting the suspension was located at the time of writing. Check the position when you incorporate; do not assume that the suspension removes the notary's own checks.

Layer 3: apostille, legalisation and translation

A foreign document cannot simply be handed to an Italian notary because it looks official. The Italian Ministry of Foreign Affairs explains the two mutually exclusive routes:

• Consular legalisation. Documents issued by foreign authorities must be legalised by the Italian diplomatic or consular representation in the country where they were formed. Legalisation certifies the capacity of the public official who signed and the authenticity of the signature.
• Apostille. In countries party to the Hague Convention of 5 October 1961, the apostille replaces legalisation. It is issued by the competent authority of the state where the document originates, not by an Italian office.

The Ministry's page on legalisation sets out both routes and notes that Italy has also signed bilateral and multilateral conventions that simplify the circulation of certain documents. Neither formality applies automatically where a treaty or convention exempts the document in question. That is why the answer to "do I need an apostille?" is country-specific and sometimes document-specific.

Italy has been a party to the Apostille Convention since 11 February 1978. The HCCH status table listed 130 contracting parties at 30 June 2026, with new accessions at different stages. Check the table on the date you act: a country that is not yet a party, or whose accession is subject to an objection, follows the consular route.

What the apostille does and does not do

Under articles 2, 3 and 5 of the Convention, the apostille certifies only the authenticity of the signature, the capacity in which the signatory acted and, where relevant, the identity of the seal or stamp. It does not certify that the content is accurate, that the company is solvent, or that the resolution is valid under its own law. The notary still checks the substance.

The Convention applies to public documents, including administrative documents, notarial acts and official certificates placed on privately signed documents. A commercial register extract or a notarial power of attorney normally falls within that list; a private board resolution does not, so the apostille is usually placed on a notarial or official certification of the signature rather than on the unsigned resolution alone.

Electronic apostilles exist. The HCCH states that an e-Apostille cannot be refused simply because it is electronic and must be accepted by contracting parties. Whether a particular notary wants a paper original or accepts a digital file is a separate operational question: ask before the documents are couriered.

Translation into Italian

The Ministry's page on translation conformity states that a foreign act to be used in Italy must be accompanied by an Italian translation certified as conforming by the competent diplomatic or consular representation or by an official translator, unless a treaty or convention dispenses with the translation. The same page notes the exception for multilingual standard forms under Regulation (EU) 2016/1191, where the receiving authority considers the form sufficient.

Two qualifications matter. Regulation 2016/1191 covers the public documents listed in it, largely civil-status and related certificates, and is not a blanket exemption for commercial files. Which documents need a certified translation is a question for the notary, and the translator's signature may itself need authentication. Ask in writing before ordering translations, and do not assume that one translated bundle covers every document in the file.

Checklist A: foreign individual shareholders and directors

Item	Why it comes up	Status
Valid passport or accepted identity card	Article 19(1)(a) requires identification from an unexpired document	Legal check
Italian tax code	May be needed for the deed or the bank; for the Register filing, a foreign non-resident can rely on the article 4 DPR 605/1973 data instead of an Italian code	Check with the notary and the Register; not uniform
Evidence of the reciprocity check for non-EU individuals resident abroad	Article 16 of the preliminary provisions to the Civil Code makes civil rights conditional on reciprocity	Legal condition, checked by the notary
Beneficial ownership information	Article 19(1)(b) and article 20	Legal check; no prescribed form
Information on the origin of the funds	The notary's risk-based due diligence may require it where the operation or the client profile calls for it	May be requested; separate from the bank's checks
Proof of residential address	Used to complete the file and, later, the bank's KYC	Practice, not a universal statutory document
Acceptance of the office of director	Needed to document the appointment	Practice, usually in the deed

The tax code: consulate or Agenzia delle Entrate

An individual resident abroad can request the Italian tax code from the Italian diplomatic or consular representation in the country of residence. The Agenzia delle Entrate also explains the form AA4/8 route: the application can be filed at a territorial office or by certified email, and a non-EU applicant must attach a valid passport with any required visa, a residence permit or another accepted identity document. The Agenzia warns that the only valid tax code is the one it issues, not one generated by third-party software.

That route remains useful because a tax code may be needed for the deed, the bank, tax filings or the sole-shareholder declaration. It is not, however, a universal precondition for every foreign shareholder. MISE Circolare 5/V of 9 December 2020, published by the Chamber of Commerce of Modena, states that, in the cases it examines, the Business Register filing can be made with the data in article 4 of Presidential Decree 605/1973, with the foreign address in place of the Italian tax domicile, because no specific provision imposes an Italian tax code for register publicity. The notary and the Register may still ask for a code in a particular filing, and notarial guidance notes that the sole-shareholder declaration under modello P can require one for a foreign individual. Confirm the position with the notary and the Register before relying on either outcome.

The reciprocity check is not a document, but it decides the file

Article 16 of the preliminary provisions to the Civil Code admits foreigners to civil rights on condition of reciprocity. The Ministry of Foreign Affairs' page on rights and reciprocity explains that the check is not required for EU and EEA citizens, including legal persons, for non-EU nationals holding an Italian residence permit for work, self-employment, family, humanitarian or study reasons, and for stateless persons and refugees resident in Italy for at least three years. It also states that a bilateral investment treaty with Italy satisfies the condition for the matters it covers.

The Ministry adds that its country information has no legal value and is guidance only. Treat the check as a legal analysis, not a box on a form. Article 16 applies to foreign legal persons as well as to individuals: a company shareholder outside the EU and EEA needs the check unless a bilateral investment treaty or another exemption covers it. Settle it before paying for translations or apostilles.

Names, addresses and identity documents must agree

The deed reproduces the shareholder's data. If the passport spells a name differently from the company register extract, or the address in the tax code application differs from the address in the bank file, the notary or the register will ask for an explanation. Use one spelling everywhere, keep a note of any transliteration, and settle these details before the file is sent.

Checklist B: corporate shareholders

A foreign company can hold quotas in an ordinary SRL. The file is heavier because the notary has to establish both the company's existence and the signatory's power.

Item	Why it comes up	Status
Recent certificate of incorporation or register extract	Article 2463 requires the company name, state of incorporation and registered office; the extract evidences them	Legal check
Reciprocity check for a non-EU or non-EEA corporate shareholder	Article 16 of the preliminary provisions applies to foreign legal persons; a bilateral investment treaty may satisfy the condition	Legal condition, checked by the notary
Articles of association or constitutional documents	Used to identify the governing body and any internal approval required for the investment	Legal check, scope depends on the jurisdiction
Board or shareholder resolution authorising the subscription and the signature	Article 19(1)(a) requires verification of the power of representation; the resolution evidences the internal decision	Depends on the company's home law and the notary's assessment
Power of attorney for the individual who will sign	Article 1392: the power must be conferred in the form prescribed for the deed; the notary checks that the foreign form is equivalent	Legal check, assessed case by case
Ownership chart and beneficial ownership declaration	Articles 19(1)(b) and 20, including each intermediate layer	Legal check
Information on the origin of the funds	The notary's risk-based due diligence may require it where the operation or the client profile calls for it	May be requested; separate from the bank's checks
Italian tax code for the foreign company	The Register requires it "if existing"; form AA5/6 is the route where a code is needed	Not universal
Italian translation and apostille or legalisation	To make the foreign documents usable in Italy, where the applicable treaty or convention does not exempt them	Depends on country, document and treaty
Certificate of good standing	Sometimes requested as a freshness check	Practice; not every jurisdiction issues one

The register extract and the resolution are doing different jobs

The extract proves that the shareholder exists and who its legal representatives are. The resolution proves that this particular investment and this particular signatory were authorised. A notary may accept a certificate of incumbency, a secretary's certificate or equivalent evidence where the home system does not produce a board resolution in the Italian sense. What the notary cannot do is infer the power from the extract alone when the company's own law requires a decision by a corporate body.

If the shareholder is itself owned by a holding company, the same logic repeats up the chain. A chart that states the percentage at each level and matches the extracts gives the notary one consistent explanation.

The Italian tax code position is not uniform

For entities other than natural persons, the Chamber of Commerce of Modena notice reproduces instructions requiring the tax code "if existing", together with the name, legal form, state of constitution or seat and tax domicile in Italy or the registered office abroad. That remains the starting point for a foreign corporate shareholder.

For foreign non-resident individuals the position has been narrowed. The 2014 Modena notice says that natural persons entered with a role must have an Italian tax code, but MISE Circolare 5/V of 9 December 2020 states that the Register cannot require one for foreign non-resident persons where article 6 of Presidential Decree 605/1973 is satisfied by the article 4 data. A code may still be needed for the deed, the bank, a tax filing or the sole-shareholder declaration under modello P. Ask the notary and the Register which rule applies to your filing, and do not treat a code as either automatically mandatory or automatically unnecessary.

Where a code is useful, the Agenzia's AA5/6 page explains that the form is for entities other than natural persons that are not obliged to file a VAT start-of-activity declaration. A foreign holding company that is not VAT-registered in Italy typically falls within that description; a foreign company that will operate through an Italian permanent establishment does not.

Checklist C: signing by power of attorney

A power of attorney for an Italian deed is not a letter of authorisation. Article 1392 of the Civil Code provides that the power has no effect unless it is conferred in the form prescribed for the contract the representative must conclude. The deed of incorporation of an SRL is a public deed, so the power must be conferred in an equivalent public form; in practice it is signed before a notary, and the notary will confirm that the foreign form is accepted.

The practical file is

• The power of attorney, normally signed before a notary in the principal's country. It should be special, not general: identify the company to be incorporated, the shares or quotas to be subscribed, the capital, the power to sign the deed and the articles, and the power to make the declarations the notary requires.
• Apostille or consular legalisation on the notarised power where the country of signature requires it; a treaty or convention may exempt the document.
• An Italian translation certified by the consular office or an official translator, unless the applicable treaty or regulation dispenses with it.
• Evidence of the principal's identity and, for a company, of the signatory's power to grant the power in the first place.
• Beneficial ownership information, because the notary must identify the beneficial owner even when a representative signs.

Do not overload the power. A power to sign the incorporation deed does not automatically authorise the attorney to open a bank account, sign a lease or hire staff; those are separate mandates and, at the bank, a separate KYC process. Conversely, a power that is too narrow, for example one that authorises the deed but not the articles, may be rejected at the notary's desk.

Keep the original. The notary may retain it or a certified copy in the file, and obtaining a replacement from abroad can be inconvenient.

Checklist D: the online deed by video conference

The online route has legal conditions, not just technical ones. Under article 2 of Legislative Decree 183/2021

• the company must be an SRL or SRLS with its registered office in Italy;
• the share capital must be paid by cash contributions, transferred by bank to the notary's dedicated account under article 1(63) of Law 147/2013;
• the deed is received as an electronic public deed with the parties, or some of them, attending by video conference on a platform set up and managed by the Consiglio Nazionale del Notariato;
• the platform must identify the parties with electronic identification means at the substantial or high assurance level under article 8(2)(b) or (c) of Regulation (EU) 910/2014, verify the signature certificates, keep a continuous video link, display the deed, collect the signatures, preserve the deed and track every activity;
• the deed may be signed with a digital signature under the Italian digital administration code or another qualified electronic signature under the eIDAS Regulation; the platform may issue a compliant signature to a party who does not have one.

The standard articles of association are optional. Article 2(3) allows the notary to use the uniform models adopted by ministerial decree, which are drafted in English as well as Italian and published on each Chamber of Commerce website. Where those models are used, the notary's compensation is capped at the tariff in Table C reduced by half.

Two operational consequences are worth flagging. First, not every participant needs to attend: article 2(1) allows the notary to receive the deed with the requesting parties or only some of them present, so a mixed file is possible. Second, the binding constraint for a non-EU founder can be the electronic identity rather than the signature. Ask the notary before the closing whether your national electronic identity is accepted at the required assurance level. If it is not, the platform cannot identify you remotely, and the power of attorney route is the practical alternative. The notary remains responsible for identity, capacity and legality, and can stop the video procedure if a doubt arises.

The capital transfer deserves its own line. The money must reach the notary's dedicated account by bank transfer; a contribution in kind, a conversion of a shareholder loan or an offset against a receivable does not fit the online cash-only procedure. Keep the transfer reference clean and in the name of the subscribing shareholder.

What is not universally required

Several items are sometimes described as mandatory. They are not universal requirements, and it is worth confirming them before paying for them.

• An apostille on the passport. Identity is verified from the document or the electronic identity; the apostille is for foreign public documents filed in the case.
• An Italian tax code for every foreign shareholder. For entities the Register asks for it "if existing"; for foreign non-resident individuals MISE Circolare 5/V of 9 December 2020 allows the article 4 data instead of a code in the cases it examines. A code may still be needed for the deed, the bank or another filing; confirm with the notary.
• A certified translation of every page. The notary will say which documents need a certified translation; the Ministry's rule applies to the foreign act that must be used in Italy.
• Consular legalisation together with an apostille. They are alternatives, not a sequence.
• A standard bank reference letter. The notary may ask for information or evidence on the origin of the funds where the risk assessment requires it; the bank then carries out its own checks.
• A beneficial owner register filing before the deed. The duty exists, but the latest official notice located (4 August 2026) states that the register remains suspended; check the position, and note that the notary's checks are separate.

A sequence that avoids rework

1. Confirm the shareholder type and the signature route. Individual or company, video deed or power of attorney. The answer determines the list.
2. Fix the identity data. Renew the passport if it expires soon, and settle the spelling of every name and the address you will use.
3. Check whether an Italian tax code is needed, and obtain it if so. Consulate or Agenzia, with the attachments the Agenzia lists for non-EU applicants; for a foreign non-resident shareholder, confirm with the notary and the Register whether the article 4 data are enough for the filing.
4. Clear the reciprocity question for any non-EU individual or company before spending money on translations.
5. Collect the corporate documents, then authenticate them. Extract, articles, resolution, power of attorney. Apostille or legalisation, then translation.
6. Draft and sign. Either the power of attorney abroad or the video deed. Transfer the capital to the notary's dedicated account if the online route applies.
7. File and set up. The notary files within ten days. Then the company's tax and VAT position, the certified email address, the director's digital signature and the bank file.

The bank account guide for non-resident founders explains why the bank's KYC is a second, separate exercise: it re-identifies the company, the signatories and the beneficial owners, and it will ask for the deed, the register extract and the ownership chain again. Preparing the notary file well makes the bank file easier, but it does not replace it.

Common causes of delay

• A name that appears differently in the passport, the tax code certificate and the company extract.
• An apostille on an old extract, or on the wrong document, when the notary wanted the current register certificate.
• A translation that is accurate but not certified, or certified by a translator whose signature is not authenticated.
• A power of attorney that authorises the deed but not the articles, or that was granted by someone whose own power is not documented.
• An ownership chain that stops at the immediate parent company instead of reaching a natural person.
• A beneficial ownership declaration that does not match the percentages in the extracts.
• A contribution in kind or a loan conversion presented for the online cash-only procedure.

Frequently asked questions

Is there one official list of documents every foreign founder must provide?

No. The law sets the content of the deed and the notary's verification duties, but it does not publish a closed list of supporting documents. The notary decides what is sufficient in the individual case, and the requirements change with the type of shareholder, the country of origin and the signature route.

Do I need an apostille on my passport to form an SRL?

Normally no. The passport or identity card is used to identify you, not filed as a foreign public document. The apostille or legalisation question arises for documents you produce in the file, such as a foreign company's register extract, its articles or a power of attorney. Ask the notary if your case is unusual.

Is an Italian tax code required for a foreign company that owns an SRL?

Not universally. The Business Register's general instructions require the Italian tax code "if existing" for entities other than natural persons, together with the name, legal form, state of constitution or seat and tax domicile. A foreign corporate shareholder can obtain one with form AA5/6 where needed, but the absence of an Italian tax code is not by itself a bar to the investment.

Do I need an Italian tax code as a foreign individual shareholder?

Not necessarily. For a foreign non-resident individual, MISE Circolare 5/V of 9 December 2020 states that, in the cases it examines, the Business Register filing can use the article 4 data under Presidential Decree 605/1973 instead of an Italian tax code; for a company, the Register asks for the code "if existing". A code may still be needed for the deed, the bank, tax filings or the sole-shareholder declaration. Confirm with the notary and the Register before relying on either outcome.

Can I sign the deed from abroad without a power of attorney?

The usual remote route is the online incorporation procedure under article 2 of Legislative Decree 183/2021, for an SRL or SRLS with its registered office in Italy and share capital paid entirely in cash. The platform identifies the parties with electronic identification at the substantial or high assurance level and the deed is signed with a qualified electronic signature. If you cannot use an accepted electronic identity, the notarised power of attorney route is the established alternative; ask the notary whether any other modality is available for your case.

Does an EU passport remove the need for an apostille on company documents?

No. EU citizenship simplifies the reciprocity check, not the authentication of company documents. Regulation (EU) 2016/1191 removes legalisation for certain public documents between Member States, but it does not cover every commercial document. Check the specific document with the notary or the issuing authority.

Is the beneficial owner register filing required at incorporation?

The filing duty exists under article 21 of Legislative Decree 231/2007. The latest official notice located, dated 4 August 2026, states that the register remains suspended and that communications and periodic confirmations are still optional while the Council of State proceedings continue. Check the position before relying on it; the notary's own anti-money-laundering checks apply regardless.

Sources and further reading

• Article 2463 of the Civil Code — contents of the SRL deed.
• Article 1392 of the Civil Code — form of the power of attorney.
• Article 2330 of the Civil Code — filing with the Business Register.
• Legislative Decree 8 November 2021, no. 183 — online incorporation and video deed, article 2.
• Legislative Decree 21 November 2007, no. 231 — anti-money-laundering, current text, in particular articles 3, 19, 20 and 21.
• Agenzia delle Entrate — Italian tax code for individuals.
• Agenzia delle Entrate — form AA5/6 for entities other than natural persons.
• Ministry of Foreign Affairs — legalisation of documents.
• Ministry of Foreign Affairs — conformity of translations.
• Ministry of Foreign Affairs — rights and reciprocity.
• HCCH — Apostille Convention, status table and Apostille Section.
• Consiglio Nazionale del Notariato — SRL online.
• Bank of Italy, Ministry of Economy and UIF — FAQ on beneficial ownership and the register.
• Chamber of Commerce of Cuneo — beneficial owner register remains suspended, 4 August 2026.
• Chamber of Commerce of Modena — Italian tax code for foreign entities, general instructions.
• MISE Circolare 5/V of 9 December 2020 — Italian tax code of foreign non-resident persons and the Business Register.
• Notarial commentary on the Italian tax code of foreign shareholders and modello S.

If the shareholder structure includes a foreign parent, the choice between an SRL and an Italian branch also affects the documents and the tax treatment; the comparison of a branch and a subsidiary sets out the differences. For the VAT position after incorporation, see how to get an Italian VAT number.