Do you want to open an online business and need to decide if a Simplified limited liability business (S.r.l.s.) is the right choice? In this article, we provide important information about the S.r.l.s., including how to set one up, its advantages over other corporate forms, and the costs and taxes involved.

What’s in this article?

• What is an S.r.l.s.?
  
• Why set up an S.r.l.s.?
  
• How to set up an S.r.l.s.: Legal and administrative steps
  
• Digital solutions for payment management
  
• Costs for setting up an S.r.l.s.
  
• How much tax does an S.r.l.s. pay?
  
• Setting up a business in Italy from abroad: Why choose an S.r.l.s.?
  

What is an S.r.l.s.?

If you are thinking of setting up a Simplified limited liability business (S.r.l.s.), it is important to know what an S.r.l.s. involves and its characteristics. The S.r.l.s. was introduced in 2012 (Article 2463-bis of the Italian Civil Code) to increase access to entrepreneurship—especially for young people—while reducing economic and bureaucratic barriers. The S.r.l.s. has three key characteristics:

• Reduced share capital
  You can set one up with capital between €1–€9,999. The amount must be paid in full at the time of incorporation. This is an advantage, for example, if you want to test an ecommerce-type business model with minimal initial financial exposure.

• Standardized bylaws
  Legislation has arranged for “standard” bylaws that cannot be amended, with the exception of details such as name, registered office, corporate purpose, and shares. The advantage is twofold: fast turnaround time and reduced costs, as the notary will not need to have the deed customized.

• Limited liability
  As with any Limited liability business (S.r.l.), the entrepreneurial risk for this corporate form remains confined to the company’s assets. Personal assets are protected, which is an important consideration whether you are investing in an ecommerce site, a warehouse, or high-budget marketing campaigns.

The legal profile of an S.r.l.s. at a glance

Single-member S.r.l.s.: For independent businesses

A single-member S.r.l.s. is a simplified company form with only one shareholder who must be a natural person. This form is well-suited for independent businesses—such as ecommerce businesses or online services—because of its simple setup and limited liability.

Compared with an S.r.l.s. with multiple shareholders, there are no major operational differences. The only specific requirement is to clearly state the sole shareholder in the articles of incorporation and in official communications to the Chamber of Commerce.

If you set up an independent business, a single-member S.r.l.s. is not the only option. You can also consider sole proprietorship—which has very low costs and access to the flat-rate scheme—but does not protect your personal assets. Another alternative is the ordinary single-member S.r.l., which allows for more flexibility in bylaws and corporate management. It also entails higher incorporation costs and accounting obligations than an S.r.l.s.

In sum, a single-member S.r.l.s. is a good compromise between simplicity, asset protection, and low costs. It can be the ideal choice for starting out on your own with a solid and flexible legal setup.

Why set up an S.r.l.s.?

If you are considering the most suitable legal form for an ecommerce business, an S.r.l.s. is often the best choice. You can compare the benefits of an S.r.l.s. to those of a partnership—such as a General partnership (S.n.c.) or Limited partnership (S.a.s.)—and other corporations that are more complex and expensive to set up.

Key differences from partnerships

The main difference between an S.r.l.s. and a partnership lies in asset liability. In a partnership, shareholders have unlimited liability with their personal assets for the debts of the company. This means that if the business accumulates liabilities, creditors can claim directly on the shareholders’ house, car, or bank account. On the other hand, with the incorporation of an S.r.l.s., liability is limited to the capital contributed, even if it is symbolic in value (e.g., €1).

In addition, the S.r.l.s. allows you to assume a more structured and autonomous legal identity that facilitates access to partnerships, financing, international suppliers, and dedicated business banking services.

Key differences with other corporations

Compared with an ordinary S.r.l. or corporation, an S.r.l.s. allows you to start immediately with reduced capital and lower incorporation costs because of the use of standard bylaws and exemptions on stamp duties and Chamber of Commerce fees.

Despite these simplifications, an S.r.l.s. retains the same basic advantages of an ordinary S.r.l., such as the protection of personal assets and the ability to grow, hire staff, and access public funds.

What are the advantages of an S.r.l.s.?

Here are some reasons why it is advisable to choose an S.r.l.s. to start your business:

• Reduced starting costs
  You can set up an S.r.l.s. with just a few hundred euros, avoiding many of the fixed expenses involved in the traditional S.r.l. This is ideal if you want to test a project and have a limited budget.

• Limited liability
  As in all corporations, shareholders are liable only for what is invested in the company. Your personal assets are protected.

• Swift and simplified incorporation
  Because of standard bylaws and the ability to set up an S.r.l.s. online, the entire S.r.l.s. incorporation process is much faster than other corporate forms.

• Improved professional image
  Being a corporation—even if simplified—improves the perception of your brand among customers, business partners, and suppliers.

• Potential for growth and transformation
  If your business grows, you can easily convert an S.r.l.s. into an ordinary S.r.l., increase the share capital, and welcome new investors.

• Easier access to banking services and payment platforms
  Many banks and payment service providers require a corporate legal form to grant business accounts, payment gateways, and point-of-sale (POS) terminals. An S.r.l.s. offers you these possibilities.

How to set up an S.r.l.s.: Legal and administrative steps

To set up an S.r.l.s., you have to follow a series of administrative steps ranging from drafting the articles of incorporation to registering with the Business Register and obtaining any licenses for specific industries. Here are the main steps:

Verify age requirements

As of 2019—with Italian Legislative Decree 76/2013—the under 35 age restriction has been dropped. Currently, anyone can set up an S.r.l.s., as long as they are a natural person. However, there are still some basic requirements to meet:

• Shareholders and directors must not be interdicted (i.e., deprived of the capacity to act due to serious mental infirmity), incapacitated (i.e., with limited capacity to manage their own assets) or bankrupt (i.e., subject to bankruptcy proceedings without rehabilitation).
  
• Shareholders and directors must not have criminal convictions that constitute grounds for exclusion, especially for those who will go on to hold management positions.
  

Choose name and corporate purpose

As for your company name, choose a clear and recognizable name. For example, if your company deals with digital logistics solutions, “LogTech S.r.l.s.” might be a suitable name.

In addition, you must state the corporate purpose, which is a description of the economic activities your company intends to carry out. This establishes what the company can do and what activities it can legally engage in. It must be worded in a clear, lawful, definite, and specific manner to allow for the correct fiscal and administrative classification of the company, such as the Classification of Economic Activity (ATECO) code. For instance, the ATECO code for ecommerce is 47.91.10: “Retail trade of all types of products via the Internet.”

Draft the articles of incorporation and bylaws

Download the ministerial template from the Tuttocamere website and fill in the following fields:

• Registered office
  
• Subscribed capital
  
• Company shares
  
• Sole director or board of directors
  
• Optional clauses (e.g., duration of the company, withdrawal)
  

Sign with the notary

Appear before the notary with the following:

• Identity documents and tax code
  
• Criminal record certificate
  
• Payment of share capital in cash, by cashier’s check, or by wire transfer to the notary’s dedicated account
  

You can no longer open an S.r.l.s. without a notary. The law always requires a public deed. However, several notary firms offer online packages that reduce in-person visits to a single session or, as from 2024, with remote audio-video connection authenticated via Public Digital Identity System (SPID).

Register with the Business Register

The notary will electronically file the deed with the appropriate Chamber of Commerce, which then assigns the following:

• Tax code or value-added tax (VAT) number
  
• Economic and Administrative Index (REA) code
  
• Certified email (PEC) address
  

Within a few hours, you should receive the Chamber of Commerce certificate—a document issued by the Chamber of Commerce that contains all the economic, legal, and administrative information about a business entered in the Business Register.

Submit the Certified Notice of Business Start (SCIA)

Once you have registered with the Business Register, send the SCIA to the One-Stop Business Advisory Center (SUAP) of the relevant municipality. This step is necessary to start operating the business. You must submit the SCIA before actually starting the commercial activity.

Complete Single Business Communication (ComUnica) and operational startup

The Italian National Social Security Institute (INPS), Italian National Institute for Insurance against Accidents at Work (INAIL), and the Italian Revenue Agency are informed via ComUnica. If you don’t have employees, registration with INAIL is optional. You can also open a business checking account and link it to your online payment provider.

Obtain specific licenses and certifications

For most general ecommerce activities, no special authorizations are required beyond the submission of the SCIA. However, in some specific cases, it is necessary to obtain additional licenses or certifications. For instance, in the case of the online sale of food, it is necessary to appoint a person in charge with Hazard Analysis and Critical Control Points (HACCP) certification and notify the relevant Local Health Authority of the start of business activity using the standard template provided by the region.

How long does it take to set up an S.r.l.s.?

On average, setting up an S.r.l.s. takes 7–15 working days, but the time frame can vary depending on local factors and the efficiency of the entities involved:

• Document preparation and notary appointment: This takes 1–3 working days and involves collecting shareholders’ data, selecting a location, drafting the corporate purpose, and scheduling the appointment with the notary.
  
• Articles of incorporation and bylaw authentication (with the notary): This takes one working day. The notary authenticates the articles of incorporation according to the standard template provided for the S.r.l.s.
  
• Italian Revenue Agency registration: This also takes one working day. The notary will register the deed and apply for the company’s tax code.
  
• Business Register registration: This takes 3–7 working days. The Chamber of Commerce, Industry, Crafts and Agriculture (CCIAA) examines the file and registers the company, thus granting it full operation.
  

Can you set up an S.r.l.s. online?

Yes, it is now possible to open an S.r.l.s. online without lengthy in-person procedures. Because of the digitization of notary and chamber services, you can set up your S.r.l.s. company remotely via digital signature and video conferencing with the notary.

A number of specialized platforms offer turnkey packages for setting up an S.r.l.s. online, which include the articles of incorporation, application for a VAT number and a PEC address, and registration with the Business Register.

This is especially useful if you want to open an S.r.l.s. swiftly and inexpensively without physically going to the notary. However, it is important to ensure that a licensed notary handles the procedure and uses the standard bylaws required by law for setting up an S.r.l.s.

Digital solutions for payment management

If you are setting up an S.r.l.s., you must also decide how to receive payments for your products or services. Having reliable digital tools at the outset is important to protect cash flow and improve the customer experience. Stripe solutions can help you meet both needs.

Stripe Payments allows you to securely accept the most widely used credit cards and digital wallets, both domestically and abroad. With Stripe Checkout, you can embed a conversion-optimized payment form directly into your online store or redirect customers to a hosted payment page on Stripe, ensuring a fast and secure checkout process.

If you prefer total control over the layout of your payment form, Stripe Elements provides highly customizable interface components to create payment forms that are easily integrated into your website. Lastly, if your business model involves subscriptions or recurring charges, Stripe Billing automates charging procedures in just a few clicks, supporting all charging models from fixed rates to pay-as-you-go plans.

Costs for setting up an S.r.l.s.

Setting up an S.r.l.s. is one of the cheapest ways to start a business with a corporate form in Italy. The costs of setting up an S.r.l.s. are low because of laws that provide exemptions from stamp duty and Chamber of Commerce fees, the use of standard bylaws, and reduced notary fees.

However, to understand how much it costs to set up an S.r.l.s., it is important to consider all expenses, including ancillary costs (e.g., certified email addresses, endorsement of company books, and assistance from an accountant). Below is an estimate of the main costs involved in setting up an S.r.l.s. in 2025.

How much money is required to set up an S.r.l.s.?

** Annual CCIAA fees are mandatory contributions that all businesses registered or entered in the Business Register must pay each year to the Chamber of Commerce with territorial jurisdiction.

How much tax does an S.r.l.s. pay?

When setting up an S.r.l.s., it is important to know the taxes and contributions involved. Here are the main ones:

• Italian corporate income tax (IRES): 24%
  
• Italian regional tax on productive activities (IRAP): 3.9%
  
• VAT: Standard VAT rate at 22%
  
• Dividend withholding tax: 26%
  
• INPS: A minimum of 24%
  

The taxes and contributions are detailed below:

IRES

IRES is the main tax on corporations, including an S.r.l.s. It is applied to the net income for the year, which is the difference between deductible income and expenses. The current rate is 24%. For instance, if an S.r.l.s. records a taxable profit of €20,000 at the end of the year, it will pay €4,800 in IRES.

IRAP

The S.r.l.s. is also subject to IRAP—a tax that applies to the value of net production—with a standard rate of 3.9%. This can vary slightly depending on the region.

It is important to note that costs relating to employed staff are not fully deductible from net production value (i.e., from the IRAP tax base). For activities such as ecommerce or digital services, there are often no employees and limited expenditures on interest or staff. Accordingly, the IRAP tax base and tax payable both tend to be lower.

Conversely, if the company has employees, the related costs are not deductible for IRAP purposes. Even if a significant portion of income is spent on staff, the tax is still calculated on a higher tax base with a greater impact on the total amount to be paid.

VAT

VAT is an indirect tax that the S.r.l.s. must apply to the sales of goods and services. The standard rate is 22%, but reduced rates (e.g., 10% or 5%) can apply to particular categories of products or services.

The company collects VAT from customers on invoices issued (i.e., output VAT) and deducts it from the VAT paid to suppliers on purchases (i.e., input VAT). Each month or quarter, the S.r.l.s. is required to pay the difference between VAT collected and VAT paid to the Italian Revenue Agency. If the VAT credit exceeds the VAT debit, a credit is generated that can be used as compensation.

VAT management also involves formal obligations, such as issuing electronic invoices, periodic settlement, filing the annual VAT return and, in certain cases, adherence to special regimes (e.g., Italy’s One Stop Shop [OSS] scheme for online sales to EU customers).

Dividend withholding tax

If you decide to distribute profits among shareholders, dividends will be taxed at 26% as withholding tax. This taxation is in addition to the IRES already paid by the company, which is why many choose to reinvest the profits rather than distribute them immediately.

INPS

In addition to taxes, those who work in the S.r.l.s. must pay social security contributions. Methods and rates vary according to the role held and the activity performed:

• Directors
  If you hold the position of director—even a sole director—you must register with the INPS Separate Fund System if you receive compensation. The 2025 rate is 26.07%.** It is applied only on actual compensation received, not on corporate income or profit. There is no fixed minimum contribution. If you don’t receive compensation as a director, you do not have to pay INPS contributions for this activity.

• Operational working shareholders
  If you are a shareholder and work in the company on a permanent and habitual basis (i.e., managing orders, providing customer service, handling logistics), you must register with the INPS Trader Fund System. The fixed fees for 2025 are €4,460.64 for craftspeople and €4,549.70 for traders. The percentage rate is applied to income above the minimum (i.e., €18,555).

The obligation to register with the Trader Fund System covers all shareholders working in the company on a regular basis, even if they do not receive a salary. Please note: If you are both a director and a working shareholder, you will only have to pay contributions to one of the two INPS funds based on the activity you predominantly perform. INPS is responsible for evaluating which fund system to apply.

• Employees
  If your S.r.l.s. hires employees, the employer (i.e., the company) must pay social security and welfare contributions for employees according to the rates provided for each collective agreement applied.
  

Managing the tax and social security contributions of an S.r.l.s. can be complex. It is important to consult an accountant so you can operate in compliance with current regulations.

** Rates are confirmed or adjusted each year by ministerial decree. Always check the updated amounts before planning your budget.

Setting up a business in Italy from abroad: Why choose an S.r.l.s.?

If you want to start a business in Italy from abroad, an S.r.l.s. could be the ideal solution. It is particularly suitable for those who want to test the Italian market, set up a microbusiness or a startup with limited resources, avoid high initial costs, and operate from the outset in a structured and legal manner.

An S.r.l.s. is a corporate form designed to simplify starting a business, and you can set it up even if you do not reside in Italy. Requirements include obtaining an Italian tax code and providing identity documents—translated, if necessary—while a notary draws up the articles of incorporation using a standard template provided by law. As previously mentioned, the notary cannot charge fees, making incorporation much cheaper than for an ordinary S.r.l.

Share capital can start from €1 up to a maximum of €9,999.99 and must be fully paid at the time of incorporation. Despite its simplicity, the S.r.l.s. offers all the main advantages of a corporation: limited liability of the shareholders, the possibility of opening a business account, electronic invoicing, regular registration with the Chamber of Commerce, and full operation in the Italian market.