Capital increase in an Italian SRL: how a round really closes

In Italy, a seed round in an SRL, the limited liability company most startups use, doesn’t close with a share certificate. It closes at a notary’s desk. The partners vote a capital increase, the investor subscribes new quotas and pays, and the notary has 30 days to file the minutes with the Registro Imprese, the companies register. Until that registration, the increase has no legal effect.

Here’s the whole route from signed term sheet to registered increase: the steps in order, how your valuation becomes nominal capital plus a share premium (worked through on €500,000), divisible and indivisible increases, what changes for innovative startups, the costs, and where investor tax breaks stand in October 2026. First round? Keep the map from zero to a first round open, and our guide to raising capital for a startup in Italy for the wider picture.

What is a capital increase in an SRL?

It’s how an SRL issues new quotas. An SRL has no shares (art. 2468 of the Civil Code): each partner holds a quota, a slice of capital with a nominal value. To let an investor in, the company raises its capital and the investor pays for a new slice. The partners decide in a meeting minuted by a notary (art. 2480), and unless the statuto, the articles of association, says otherwise, the vote needs partners holding at least half of the capital (art. 2479-bis).

Existing partners have the right to subscribe new quotas in proportion to their stakes (art. 2481-bis). So how does an outsider get in? Either the statuto allows the increase to be offered to third parties, in which case partners who didn’t agree may withdraw, or the partners give up their right. Pre-emptive rights ‘if not waived, may complicate new investments’, Gianni & Origoni warn in their 2026 Chambers guide. Settle it well before the notary’s date.

The statuto can also let the directors increase capital themselves, within set limits (art. 2481). Handy for tranches. A notary still writes the minutes.

Italian SRL funding round: the steps from term sheet to close

For a round with new anchor investors in a growth company, Gianni & Origoni put the whole process at three to six months. The notary comes in at the very end. In order:

1. Term sheet. Amount, valuation, rights, mostly non-binding. See the term sheet clauses that matter at seed.
2. Due diligence, or the investor’s homework. They go through your corporate records, accounts, IP and contracts. A tidy data room makes it shorter. Here’s what investors check, from seed to Series A.
3. Documents. Lawyers draft the investment agreement, the new statuto and the shareholders’ agreement.
4. Tax paperwork, if it applies. For investors to claim the 65% deduction, the startup’s legal representative files an application on the ministry’s platform before the investment.
5. The meeting before the notary. The partners vote the increase (amount, premium, who may subscribe, deadline, divisible or not) and any changes to the statuto.
6. Subscription and payment. The investor subscribes the new quota and pays at least 25% of its nominal value plus the entire premium.
7. Filing. The notary files within 30 days, and the increase takes effect on registration. Within 30 days of the subscription, the directors file a statement that the increase has been carried out.
8. Afterwards. Update the cap table. SRLs haven’t kept a shareholders’ book since March 2009, so the Registro Imprese is where your new partner shows up.

Not at step one yet? Our Fundraising Sprint gets the deck, the numbers, an investor-fit list and the data room ready in 14 days, with two mock meetings.

How valuation shows up in an SRL: nominal capital and share premium

This is where founders get lost, so let’s use numbers. The company is invented.

Say a Bologna SRL has €10,000 of nominal capital, all owned by its two founders. An angel is ready to put in €500,000 at a €2 million pre-money valuation, what the company is worth before her money arrives. Now imagine the whole €500,000 went into capital. She’d hold 500,000 of 510,000 euros, roughly 98%, and the two founders would be left with about 2%. The share premium, the sovrapprezzo, fixes that.

Each euro of existing capital is worth €200 (€2 million divided by €10,000). So the angel subscribes €2,500 of new capital at €200 per euro, which means €2,500 of nominal value plus €497,500 of premium.

	Before	Angel subscribes	After
Nominal capital	€10,000	€2,500	€12,500
Share premium	None	€497,500	€497,500 in an equity reserve
Price per €1 of capital	€200	€200	€200
Ownership	Founders 100%		Founders 80%, angel 20%
Valuation	€2M pre-money	€500,000 paid	€2.5M post-money

At subscription the law asks for at least 25% of the nominal part, €625 here, plus the entire premium: €498,125 on the day, nearly the whole cheque. The premium sits in a dedicated equity reserve, not in share capital (Borsa Italiana). Brescia’s chartered accountants call a fair premium the main tool against the economic dilution of existing partners. For the valuation maths itself, see pre-money vs post-money valuation, with a worked example.

Divisible or indivisible: what if not everyone pays?

An SRL increase is indivisible by default. If the full amount isn’t subscribed by the deadline, capital doesn’t rise at all; it rises by what was actually subscribed only if the resolution expressly says so (art. 2481-bis). That’s a divisible increase, an aumento scindibile. The resolution also gives partners a deadline to subscribe, at least 30 days from when they’re told the increase is open.

Which suits you? Picture €400,000 split among six angels. Indivisible protects the first angel from ending up alone in a half-funded company. Divisible lets the money in even if one angel drops out. Pick one early and write it into the term sheet, so nobody gets a surprise at the notary’s.

What changes for an innovative startup?

Is your company a registered innovative startup, with the tax and corporate benefits that status brings? Then your statuto can split quotas into classes with different rights, a power that comes from art. 26 of decree-law 179/2012. Some classes vote less, some don’t vote at all. Since 2017, any SRL that qualifies as an SME gets the same freedom (EC News). Preferred quotas can then carry a liquidation preference (being paid back first in a sale) or anti-dilution protection against a cheaper later round (Chambers).

Selling quotas to the public is another matter: the Civil Code bans it (art. 2468), and the exception, in art. 100-ter of the TUF, Italy’s consolidated finance law, works within the limits of EU Regulation 2020/1503, crowdfunding platforms included. See equity crowdfunding in Italy.

Innovative startups also pay no stamp duty or secretarial fees on Registro Imprese filings (InfoCamere). And a priced round can extend the status itself. One of the ways MIMIT lists to stay in the special section past year three is a reserve above €50,000 from a convertible loan or a share-premium capital increase, with R&D at 20% and the investor in a minority. A share-premium increase above €1 million by an investment fund opens further two-year extensions, up to four years. The full list is in our guide to innovative startup requirements and benefits.

Investor tax breaks in October 2026

MIMIT’s page, updated on 22 September 2026, describes the de minimis incentive as fully operative. Individuals deduct 65% of what they invest in an innovative startup from IRPEF, the personal income tax, on up to €100,000 per tax year, and must hold for at least three years. The startup can receive at most €300,000 of de minimis aid, the EU’s regime for small state aid, over three years. Its legal representative applies on the platform before the investment, not after.

And the 30%? The ministry’s general startup page still lists a 30% incentive, but it was last updated in April 2025. Check with your accountant before you mention it to an investor. More in our comparison of investor tax breaks in Italy and the US.

How much does it cost, and how is it done abroad?

NotaiOnline’s calculator (updated 24 September 2026) puts a €50,000 cash increase at €1,576 to €3,162 in all: €200 registration tax, €156 stamp duty, €90 secretarial fees, €32 archive tax and a notary fee of €900 to €2,200 plus VAT. A complex operation runs €1,905.40 to €3,967.20. The law fixes the back-end deadlines, 30 days for the notary and 30 for the directors. The months go on term sheet and due diligence.

Italy isn’t alone with its notary. In Germany a GmbH needs a notarised resolution passed by three quarters of the votes cast, and each new investor’s subscription must be recorded or certified by a notary (§§ 53 and 55 GmbHG). In the UK it’s paperwork after the fact: a private company sends the registrar a return of allotment within one month of issuing shares (Companies Act 2006, s. 555). Delaware leaves it to the board, up to the number of shares the charter authorises (§ 161). Need more? The charter must change first: board resolution, majority vote of the stock, filing with the state (§ 242).

Closing checklist for a capital increase

1. Read your statuto. Can new quotas go to third parties? Do you need quota categories for the investor’s rights?
2. Agree in writing how each partner will handle their subscription right.
3. Fix in the term sheet the amount, the pre-money, the price per euro of capital, divisible or not, and the deadline.
4. If investors want the 65% deduction, file the application before any money moves.
5. Send the notary the draft resolution and the new statuto early.
6. Plan the payment: at least 25% of the nominal part plus the full premium at subscription.
7. Diary the deadlines, notary filing within 30 days and the directors’ statement within 30 days of subscription. Then update the cap table.

This article is general information, not legal or tax advice. Corporate and tax rules change: ask your notary, lawyer or commercialista before you set a closing date or promise an investor a tax break.