The limited liability company (SRL) is now the most widespread legal form in Italy for those who want to run a business in a structured way, protecting their personal assets and building a credible and long-lasting vehicle. Alongside the standard SRL there is the simplified (SRLS), designed for those starting out with limited resources. This guide explains, independently and comprehensively, what an SRL/SRLS is, how it works, how it is taxed, how much it costs and when it is truly worth it. This is not the step-by-step procedure to set it up (for that we refer you to the dedicated guide): here the aim is to help you understand the tool before using it.
Data updated to 2026. Where a 2026 value is not yet consolidated or depends on the Region, we point it out. The numerical simulations are indicative and simplified: tax planning must be tailored to the specific case with your accountant (commercialista).
What an SRL is and the principle of limited liability
An SRL is a corporation (società di capitali): a legal entity separate from the shareholders, with its own assets, its own VAT number (partita IVA) and its own tax code (codice fiscale). The capital is divided into quotas allocated to the shareholders in proportion to their contribution.
The core of its appeal is limited liability: for the company’s obligations, only the company is liable with its own assets. Under normal conditions, the shareholder risks only what they have contributed and not their personal assets (home, accounts, savings). This is the key difference compared to a sole proprietorship or a partnership, where the entrepreneur is liable with all their assets.
Beware, however: limited liability is not an impenetrable shell. It is reduced in several cases, including:
personal guarantees and sureties required by banks or suppliers (common practice for newly incorporated SRLs);
tax and social security debts for which the director may be liable in the event of specific conduct;
mala gestio, acts that worsen the financial distress or missed payments;
offences and the director’s liability towards the company, shareholders and third parties.
Asset protection is real and valuable, but it must be accompanied by proper management and orderly accounting.
Ordinary SRL and SRLS: the differences
Ordinary SRL and SRLS are the same corporate form: the incorporation rules and the flexibility of the articles of association change, not the tax regime nor the level of liability. The SRLS has three distinctive features:
Share capital from 1 to 9,999.99 euros, paid up in full in cash upon incorporation.
Standard, non-amendable articles of association, in line with the ministerial template (D.M. 138/2012): clauses cannot be customized.
Shareholders only natural persons: a company cannot be a shareholder of an SRLS.
The economic advantage of the SRLS lies in the incorporation: for the deed of incorporation the notary does not charge fees and the transaction is exempt from stamp duty (imposta di bollo) and secretarial fees. However, registration tax, the government concession fee, Chamber of Commerce fees and the other start-up costs are still payable. Also the ordinary SRL, since 2013, can be incorporated with share capital below 10,000 euros (down to 1 euro): in that case the capital must be paid up in full and one fifth of the annual profits is set aside in the legal reserve until it reaches 10,000 euros.
Feature
ordinary SRL
SRLS
Share capital
From 1 euro (below 10,000: full payment) with no maximum limit; with capital equal to or above 10,000 it is possible to pay in 25%
In short: the SRLS is convenient for starting while saving on the deed, but the saving is one-off. If you foresee investor shareholders, tailored agreements or a complex governance structure, the ordinary SRL is the right choice from the outset. The transition from SRLS to ordinary is always possible, but it entails an additional notarial deed.
Taxation of the SRL
The SRL is taxed at company level on the profit generated, with two main taxes:
IRES 24% on taxable income. For 2025 only, an incentive IRES rate of 20% was provided subject to stringent conditions; for 2026, as things stand, the measure does not appear to have been extended: the ordinary 24% applies (to be confirmed with the Legge di Bilancio (Budget Law)).
IRAP 3.9% (standard rate) on net value of production. Regions may vary it, typically between about 2.98% and 4.82%: check your Region’s rate.
The IRAP tax base is different from the IRES one: in general, interest expense and directors’ fees are not deductible, whereas the cost of permanent employees benefits from deductions. The effective tax is therefore not calculated by simply applying the two rates to the same profit.
Example – corporate taxation (profit €50,000)
IRES 24% on 50,000 = €12,000
IRAP 3.9% on 50,000 = 1,950 euro
Net corporate profit = 36,050 euro (corporate burden approx. 27.9%)
Shareholders’ taxation and director’s remuneration
The net profit remains in the company until the shareholders withdraw it. Two main routes, often combined: distribute dividends and/or pay remuneration to the director.
Dividends to shareholders
The distribution to individual shareholders (not under a business regime) is subject to a 26% final withholding tax, a definitive levy with no further IRPEF taxation and no social security contributions. Distributing the 36,050 euro in the example:
Gross dividend = 36,050 euro
26% withholding tax = 9,373 euro
Net to the shareholder = €26,677
Overall tax take on 50,000 = about 46.6%
This double taxation (first on the company, then on the shareholder) brings the effective burden to around 46–47% when the profit is fully distributed. If, instead, it remains in the business to be reinvested, the burden stops at corporate taxation only (about 28%).
Director’s remuneration
The director’s remuneration is a IRES-deductible cost (on a cash basis, if validly resolved) and therefore reduces the taxable profit. For the director, it is employment-type income, taxed under progressive IRPEF and subject to social security contributions; it is not deductible for IRAP purposes.
The choice between remuneration and dividends is a key planning issue: remuneration is preferable for smaller amounts (deductible, builds pension entitlements, but bears contributions and progressive rates), while dividends are often more efficient for larger amounts (fixed 26% rate, no contributions, but not deductible). The optimal mix must be designed case by case.
Social security: which INPS scheme
INPS Separate Scheme (Gestione Separata INPS): for a director who receives management remuneration. Contributions on the actual remuneration, with no minimum. For 2026, the rate for those with no other coverage is around 35%, with two thirds paid by the company and one third by the director, up to a cap of about €122,000 (to be updated with the annual INPS circular).
Traders’ Scheme (IVS) (Gestione Commercianti (IVS)): for a shareholder who works habitually and predominantly in the commercial business. It entails contributions on a minimum income (reddito minimale) (about €18,000–19,000) due even in the absence of profits, with a rate around 24%: it is a fixed cost to factor in.
Annual compliance and management costs
The SRL is required to adopt ordinary accounting: this is its true system cost. Main requirements: ordinary accounting and mandatory records; preparation and filing of the financial statements (bilancio); maintenance of corporate books; tax returns (Redditi SC, IRAP) with balance and advances; VAT compliance; social security management and, with employees, employer obligations.
Item
Indicative annual amount
Chartered accountant – ordinary accounting and returns
2,000 – 4,000 euro (over 5,000 for complex activities)
Annual fee to the Chamber of Commerce
About 100 – 200 euro
Government concession tax for corporate books
309.87 euro
Filing of financial statements (fees + stamp duty)
About 120 – 130 euro
PEC (certified email), digital signature, ancillary services
About 50 – 150 euros
In practice, even before generating profits, an SRL costs on average a few thousand euros per year in management alone: a figure that weighs on the cost-benefit assessment.
Advantages and disadvantages
Advantages: protection of personal assets; credibility with banks and suppliers; tax and financial planning (reinvesting profits at a limited tax burden); ease of admitting new shareholders and generational transfers; business continuity over time.
Disadvantages: higher management costs; formalities and rigidity (minutes, corporate books, deadlines); double taxation on distributed profits (about 46-47%); fixed social security cost for the shareholder-worker; protection not absolute in the presence of personal guarantees or the director’s liability.
When an SRL really makes sense
There is no magic threshold, but some indicators help. An SRL tends to be worthwhile when one or more conditions apply:
Stable and significant business income: as a rule of thumb, above 60,000-70,000 euros of annual profit the higher costs start to be offset by planning margins and the ability to reinvest under a reduced tax burden.
Need for asset protection: activities with contractual risks, liability toward third parties, inventory, or significant investments.
Reinvestment of profits: if the goal is to grow the company by keeping profits inside.
Multiple shareholders or entry of investors: the quota-based structure is the most suitable.
Scalable, long-term projects.
Example – profit of 100,000 euro fully distributed
IRES 24% = 24,000 euro; IRAP 3.9% = 3,900 euro; company net profit = 72,100 euro
26% withholding tax on the dividend = 18,746 euro; net to the shareholder = 53,354 euro; overall tax burden approx. 46.6%
The same profit, not distributed and reinvested, would be subject only to corporate taxation (approx. 27,900 euro), leaving over 72,000 euro for growth: this is where the SRL shows planning potential that a sole proprietorship and the flat-rate scheme (regime forfettario) do not offer.
In conclusion
The SRL is a powerful but not universal tool: it offers asset protection, credibility, and wide planning flexibility, in exchange for higher costs and greater formalities. The SRLS is its low-cost entry point, ideal for getting started, but with the limits of the standard bylaws. The right question is not SRL yes or no in the abstract, but: what is my level of profit, what level of asset risk am I taking on, how much do I want to reinvest, and with whom do I want to do business. Studio Ponchio is available to analyse the specific case and identify the most advantageous tax structure and strategy.
Guide to SRL and SRLS 2026
The limited liability company (SRL) is today the most widespread legal form in Italy for those who want to run a business in a structured way, protecting their personal assets and building a credible and long-lasting vehicle. Alongside the ordinary SRL there is the simplified (SRLS), designed for those starting out with limited resources. This guide explains independently and comprehensively what it is an SRL/SRLS, how it works, how it is taxed, how much it costs and when it truly makes sense. It is not the step-by-step procedure to set it up (for that we refer you to the dedicated guide): here the goal is to help you understand the instrument before using it.
Data updated to 2026. Where a 2026 value is not yet consolidated or depends on the Region, we point it out. Numerical simulations are indicative and simplified: tax planning must be tailored to the конкретe case with your accountant.
What is an SRL and the principle of limited liability
The SRL is a company limited by shares (società di capitali): a legal entity distinct from the shareholders, with its own assets, its own VAT number (partita IVA) and its own tax code (codice fiscale). The capital is divided into quotas (quote) allocated to the shareholders in proportion to their contribution.
The heart of its appeal is limited liability: for corporate obligations, only the company is liable with its own assets. Under normal conditions, the shareholder risks only what they have contributed and no, not their personal assets (home, accounts, savings). This is the key difference compared to a sole proprietorship or a partnership, where the entrepreneur is liable with all their assets.
Warning, however: limited liability is not an impenetrable shell. It is weakened in various cases, including:
personal guarantees and sureties required by banks or suppliers (common practice for newly incorporated SRLs);
tax and social security debts for which the director may be liable in the event of specific conduct;
mismanagement (mala gestio), acts that worsen the insolvency situation, or payments not made;
offences and the director’s liability towards the company, shareholders and third parties.
Asset protection is real and valuable, but it must be accompanied by proper management and orderly bookkeeping.
Ordinary SRL and SRLS: the differences
Ordinary SRL and SRLS are the same type of company: what changes are the incorporation rules and the flexibility of the articles of association (statuto), not the tax regime or the level of liability. The SRLS has three distinguishing features:
Share capital from €1 to €9,999.99, fully paid in cash upon incorporation.
Standard articles of association (statuto), not amendable, in accordance with the ministerial template (D.M. 138/2012): the clauses cannot be customized.
Shareholders only natural persons: a company cannot be a shareholder of an SRLS.
The economic advantage of the SRLS lies in the incorporation: for the deed of incorporation the notary does not charge fees and the transaction is exempt from stamp duty and secretarial fees. In any case, registration tax, government concession fee, Chamber of Commerce fees and the other start-up items are still payable. Also the ordinary SRL, since 2013, can be incorporated with capital lower than 10,000 euros (down to 1 euro): in that case the capital must be paid in full and one fifth of the annual profits is allocated to the legal reserve until it reaches 10,000 euros.
Feature
ordinary SRL
SRLS
Share capital
From 1 euro (below 10,000 full payment) with no maximum limit; with capital equal to or above 10,000 it is possible to pay 25%
In summary: the SRLS is convenient for getting started while saving on the deed, but the saving is one-off. If you expect investor shareholders, tailored shareholders’ agreements or complex governance, the ordinary SRL is the right choice from the outset. Converting from SRLS to ordinary is always possible, but it entails an additional notarial deed.
Taxation of the SRL
The SRL is taxed at company level on the profit generated, with two main taxes:
IRES 24% on taxable income. For 2025 only, a reduced IRES at 20% was envisaged subject to stringent conditions; for 2026, as things stand, the measure does not appear to have been extended: the ordinary 24% applies (to be confirmed with the Legge di Bilancio).
IRAP 3.9% (ordinary rate) on net value of production. The Regions may vary it, typically between about 2.98% and 4.82%: check the rate applicable in your Region.
The IRAP tax base is different from the IRES one: in general, interest expense and directors’ fees are not deductible, whereas the cost of permanent employees benefits from deductions. The effective tax is therefore not calculated by simply applying the two rates to the same profit.
Example – corporate taxation (profit 50,000 euro)
IRES 24% on 50,000 = 12,000 euro
IRAP 3.9% on 50,000 = 1,950 euro
Net corporate profit = 36,050 euro (corporate tax burden about 27.9%)
Taxation of shareholders and directors’ remuneration
Net profit stays in the company until the shareholders withdraw it. Two main routes, often combined: distribute dividends and/or pay remuneration to the director.
Dividends to shareholders
Distribution to shareholders who are individuals (not operating under a business regime) is subject to a 26% withholding tax (ritenuta a titolo d’imposta), a final levy with no further IRPEF taxation and no social security contributions. Distributing the 36,050 euro from the example:
Gross dividend = 36,050 euro
26% withholding = 9,373 euro
Net to the shareholder = 26,677 euro
Overall levy on 50,000 = about 46.6%
This double taxation (first at company level, then at shareholder level) brings the effective burden to around 46–47% when the profit is fully distributed. If instead it remains in the business to be reinvested, the burden is limited to corporate taxation only (about 28%).
Director’s remuneration
The director’s fee is a deductible cost for IRES purposes (on a cash basis, if validly resolved) and therefore reduces taxable profit. For the director, it is income treated as employment income, taxed with progressive IRPEF and subject to social security contributions; it is not deductible for IRAP purposes.
The choice between a fee and a dividend is a key planning issue: the fee is preferable for smaller amounts (deductible, builds up the pension, but is subject to contributions and progressive taxation), while the dividend is often more efficient for larger amounts (flat 26% rate, no contributions, but not deductible). The optimal mix must be structured on a case-by-case basis.
Social security: which INPS fund
INPS Separate Management (Gestione Separata INPS): for the director who receives a management fee. Contributions are calculated on the actual fee, with no minimum. For 2026, the rate for those without other coverage is around 35%, with two thirds borne by the company and one third by the director, up to a cap of about 122,000 euros (to be updated with the annual INPS circular).
Traders’ Management (IVS) (Gestione Commercianti (IVS)): for the shareholder who works habitually and predominantly in the commercial business. It entails contributions on a minimum income (reddito minimale) (about 18,000-19,000 euros) due even in the absence of profits, with a rate of around 24%: it is a fixed cost to be factored in.
Annual compliance and management costs
The SRL is required to adopt ordinary accounting (contabilità ordinaria): this is its true ongoing compliance cost. Main obligations: full accrual accounting (contabilità ordinaria) and mandatory bookkeeping entries; preparation and filing of the financial statements; keeping of corporate books; tax returns (Redditi SC, IRAP) with balance and advance payments; VAT obligations; social security management and, with employees, employer obligations.
Item
Indicative annual amount
Accountant (commercialista) – full accounting and tax returns
2,000 – 4,000 euros (over 5,000 for complex activities)
Annual fee to the Chamber of Commerce (Camera di Commercio)
About 100 – 200 euros
Government concession tax for corporate books (tassa di concessione governativa libri sociali)
309.87 euros
Filing of financial statements (fees + stamp duty)
About 120 – 130 euros
Certified email (PEC), digital signature, ancillary services
About 50 – 150 euros
In practice, even before generating profits, an SRL costs on average a few thousand euros per year in management/compliance alone: a figure that weighs on the cost-benefit assessment.
Advantages and disadvantages
Advantages: protection of personal assets; credibility with banks, suppliers; tax and financial planning (reinvesting profits with a limited tax burden); ease of admitting shareholders and generational transfers; business continuity over time.
Disadvantages: higher management costs; formalities and rigidity (minutes, corporate books, deadlines); double taxation on distributed profit (about 46-47%); fixed social security cost for the working shareholder; protection not absolute in the presence of personal guarantees or the director’s liability.
When an SRL is really worthwhile
There is no magic threshold, but some indicators help. An SRL tends to be worthwhile when one or more conditions apply:
Stable and significant business income: as a rule of thumb, above 60,000-70,000 euros of annual profit, the higher costs start to be offset by planning leeway and the possibility to reinvest with reduced taxation.
Need for asset protection: activities with contractual risks, liability towards third parties, inventory or significant investments.
Reinvestment of profits: if the goal is to grow the company by leaving profits inside.
More shareholders or entry of investors: the quota-based structure is the most suitable.
26% withholding tax on the dividend = €18,746; net to the shareholder = €53,354; overall tax burden approx. 46.6%
The same profit, if not distributed and reinvested, would bear only corporate taxation (approx. €27,900), leaving over €72,000 for growth: this is where the S.r.l. (limited liability company) shows the planning potential that a sole proprietorship (ditta individuale) and the flat-rate scheme (regime forfettario) do not offer.
In conclusion
The S.r.l. (limited liability company) is a powerful but not universal tool: it offers asset protection, credibility and broad planning flexibility, in exchange for higher costs and more formalities. The S.r.l.s. (simplified limited liability company) is the low-cost entry point, ideal to get started, but with the limits of the standard articles of association. The right question is not “S.r.l. yes or no” in the abstract, but: what is my profit level, how much asset risk I run, how much I want to reinvest and with whom I want to do business. Studio Ponchio is available to analyze the specific case and identify the most advantageous legal form and tax strategy.
Download the guide in Word
Leave your name and email: receive the guide and updates when the rules change. The download starts immediately after submission.
Scansiona il codice
Benvenuti nello Studio. Indicate la vostra richiesta per un primo orientamento.
In Safari, tap Share : the square with the upward arrow.
Scroll down the list and tap Add to Home Screen .
Tap Add at the top right: the firm’s icon appears with your other apps.
Apple does not allow websites to install themselves: the three steps have to be done by hand, and only once. This works in Safari: if the page is open inside another app, open it again in Safari.
Studio PonchioSTP