Who is allowed to own an Italian company
Nationality is not, by itself, a barrier. EU and EEA citizens and companies can hold up to 100% of an Italian SRL with no extra formality, and the same applies to foreigners who already reside in Italy with a suitable residence permit.
The one real gate applies to non-EU nationals resident abroad and holding no Italian residence permit. For them, article 16 of the preliminary provisions to the Civil Code makes the enjoyment of civil rights — including holding shares, being sole shareholder, or being appointed director — subject to the reciprocity condition: Italy grants the right if the foreign country grants an equivalent right to Italian citizens. The check is run against the Ministry of Foreign Affairs database, and it is considered satisfied whenever a bilateral investment treaty with Italy is in force, which covers a large share of the world. This is a question to settle in the first week, not the last, because the notary will not sign without it.
Step 1 — Codice fiscale for every shareholder and director
Every individual named in the deed needs an Italian tax code. A non-resident foreign national can obtain it either by giving a written mandate to someone in Italy who files form AA4/8 at any Agenzia delle Entrate office, or by applying to the Italian consulate with jurisdiction over their place of residence. In practice the mandate route through your accountant is faster. Foreign corporate shareholders need an Italian tax code too.
More detail in our guide to codice fiscale and VAT for non-residents.
Step 2 — Share capital, and what €1 really means
An SRL can be incorporated with share capital of €1. That headline hides three rules worth knowing before you pick a number:
- Below €10,000 the entire capital must be contributed in cash and paid in full at incorporation — contributions in kind are not allowed at that level.
- Below €10,000, 20% of each year's profit must be allocated to the legal reserve until capital plus reserve reach €10,000, instead of the ordinary 5%.
- From €10,000 upwards, at least 25% of cash contributions must be paid in at incorporation — but 100% if the company has a single shareholder.
Undercapitalising also has commercial costs: Italian banks, landlords and public tenders read the Business Register extract, and a €1 company reads as a €1 company. Most foreign-owned operating companies choose €10,000 or more.
Step 3 — Signing the deed without flying to Italy
Option A: incorporation by video conference
Legislative Decree 183/2021, implementing EU Directive 2019/1151, allows an Italian notary to receive the deed of incorporation of an SRL or SRLS as a digital public deed with the parties attending by video conference on the notarial platform. The conditions are strict: the company's registered office must be in Italy, and the share capital must be contributed exclusively in cash, wired to the notary's dedicated account. Ministerial Decree 155/2022 approved the standard templates for the articles of association — published in English as well as Italian. Each participant needs an accepted electronic identification means and a qualified digital signature. The notary may stop the video procedure and require physical attendance if identity or capacity is in doubt.
Option B: power of attorney
The classic route, and the only one available where contributions in kind, non-standard articles or a more complex cap table are involved. You sign a special power of attorney before a notary in your own country; it is apostilled (or legalised, for countries outside the Hague Convention) and accompanied by a sworn Italian translation. Your representative then signs the deed in Italy.
Step 4 — After the notary
The notary files the deed with the Business Register of the competent Chamber of Commerce within ten days — the deadline in article 2330 of the Civil Code, halved from twenty by Decree-Law 135/2018 and applicable to the SRL and the SRLS — and the company legally exists from registration. In the same window your accountant handles the practical infrastructure: VAT number, certified email address (PEC), digital signature for the director, activity codes (ATECO), registration with INPS and INAIL if you will hire. The beneficial owners register held by the Chambers of Commerce is a separate matter: the filing duty exists under the anti-money-laundering decree, but the register's operation has been suspended by the Council of State since May 2024, and reactivation is under way following the Court of Justice of the EU ruling of 21 May 2026 — so check whether the filing window is open at the time you incorporate.
Realistic timeline for a non-resident founder: one to two weeks from the moment every tax code is in hand and the reciprocity check is cleared. Getting the tax codes is usually the longest leg.
The recurring costs nobody quotes upfront
Incorporation is a one-off. What follows is annual: bookkeeping and VAT filings, mandatory electronic invoicing through the Italian exchange system (SDI), the annual financial statements filed in XBRL with the Business Register, the corporate tax return, the Chamber of Commerce annual fee, and payroll if you hire. Budget for the running cost, not the setup fee — that is where foreign founders are most often surprised. See also taxes for a foreign-owned Italian company.