SRL vs SpA: which company form fits an Italian startup

One euro. That’s the smallest capital an Italian SRL can have, as long as you pay it in cash and in full. An SpA still needs €50,000. Between those two numbers sits a decision most founders take in one afternoon at a notary’s office, and live with for years.

This guide puts SRL vs SpA side by side, with the simplified SRL (SRLS) in between: capital, governance, investors, auditors and switching later. Each rule comes with its Civil Code article, so you can check it. New to all this? Start from the beginner’s map, from zero to a first round.

Italian company types for startups: what are the options?

Three forms cover nearly every Italian startup. The SRL, società a responsabilità limitata, is the private limited company, the SRLS its simplified version and the SpA, società per azioni, the joint-stock company. In SRL and SpA alike only the company answers for its debts (arts. 2462 and 2325). Each can register as an innovative startup, the special status for young high-tech companies, since the ministry opens it to any ‘società di capitali’. Read the innovative startup requirements and benefits before the notary drafts your corporate purpose.

The SRL is the default. Gianni & Origoni’s 2026 venture capital chapter for Legal 500 says early-stage startups are ‘most commonly incorporated’ as SRLs and often move to an SpA as bigger or foreign investors arrive. Germany’s GmbH, by contrast, needs €25,000 of capital, half of it paid in at registration (Germany Trade & Invest).

	SRL	SRLS	SpA
Minimum capital	€10,000, or from €1 if paid in full and in cash	At least €1 and under €10,000, in cash	€50,000
Paid in at signing	At least 25% of cash contributions, to the directors (all of it with a single founder)	All of it	At least 25% of cash contributions, into a bank (all of it with a single shareholder)
Who can found it	Individuals and companies	Individuals only; a company joining later turns it into an ordinary SRL	Individuals and companies
Bylaws	Drafted for you, with the notary	Ministerial standard model, clauses can’t be changed	Drafted for you, with the notary
Partners hold	Quotas, never shares	Quotas	Shares
Offer to the public	Only through crowdfunding platforms	As SRL	Possible, up to a stock market listing
Control body	Only past the art. 2477 thresholds	As SRL	Always; by default a board of three or five sindaci
Innovative startup status	Yes	Yes	Yes

How do you set up an SRL in Italy, or either of the others? With a public deed signed before a notary, who files it with the Registro Imprese, the companies register, within ten days (art. 2330). Founding from abroad? Read how to open a company in Italy as a foreigner.

Minimum capital: €1, €10,000 or €50,000?

Article 2463 sets the SRL’s capital at €10,000 or more. Since 2013 it can go down to €1, if contributions are in cash and paid in full to the directors. The catch: until reserve and capital reach €10,000 together, at least a fifth of each year’s net profit goes into a reserve that can only become capital or cover losses.

From €10,000 up, you needn’t pay everything on day one. At least 25% of the cash pledged, plus any share premium, goes to the directors at signing (art. 2464). Two founders in Padua subscribing €10,000 hand over €2,500. A sole founder pays it all.

The SpA starts at €50,000 (art. 2327), down from €120,000 until 2014. At least 25% of the cash goes into a bank at signing, all of it with a single shareholder, and work or services can’t count as contributions (art. 2342). Can you find €12,500? For a funded team, easily. For two founders with €3,000 between them, that’s your answer.

Capital isn’t what the company costs you, though. Fees are. NotaiOnline’s calculator (September 2026) puts the first year at €2,733 to €4,563 for an SRL, notary included, and €629.87 for an SRLS. The rest of the budget is in how much money it takes to start a startup.

SRLS vs SRL: when the cheaper form stops fitting

The SRLS (art. 2463-bis) is an SRL on rails. Only individuals can found it, capital is at least €1 and under €10,000, in cash, and the deed follows a ministerial standard model whose clauses ‘sono inderogabili’: they can’t be changed. In exchange, there’s no notary fee.

Those fixed clauses are the problem. Investors want terms written into the statuto, the bylaws: pre-emption, drag-along, particular rights, categories of quotas. None of it fits a model you can’t edit. And when a company or a fund buys in, a 2016 ministry opinion says the business becomes an ordinary SRL and must change its name.

So an SRLS suits a solo test, or two founders trying an idea with no investor in sight. Expect to raise within a year or two? Start as an ordinary SRL, even with low capital, rather than go back to the notary to rewrite the deed (art. 2480).

Governance and controls: who decides in each form

An SRL runs the way its deed says. By default its directors are partners chosen by the partners, but the deed can open the board to outsiders and let directors act jointly or separately (art. 2475); they can even serve with no end date. Partners may decide in writing if the deed allows it. Changing the deed takes a meeting and partners holding at least half the capital (arts. 2479 and 2479-bis).

An SpA is more formal. Directors serve three financial years at most (art. 2383). By default there’s a board or a sole director plus a collegio sindacale of three or five statutory auditors and two alternates, at least one of each from the official register (arts. 2380 and 2397); the bylaws may pick a two-tier or one-tier system instead. D.Lgs. 47/2026, in force since 29 April, rewrote parts of these rules and kept a control body in every system.

An SRL needs a control body only past a line. Art. 2477 requires a sindaco or an auditor if it prepares consolidated accounts, controls a company subject to audit, or for two years running exceeds one of three limits: €4 million of assets, €4 million of revenue, 20 employees on average. Three straight years under all three end the duty. By default it’s one person.

SRL vs SpA for investors: quotas, shares and listing

Here’s the real divide. SRL stakes are quotas, and art. 2468 says they ‘non possono essere rappresentate da azioni’: they can’t be shares, nor be offered to the public. Two openings soften this. SRL quotas can be offered on crowdfunding platforms under art. 100-ter of the Consolidated Law on Finance (see how equity crowdfunding works in Italy). And since 2017 an SRL that is an SME can create categories of quotas with different rights (Milan notaries, massima 171), which is how investor preferences get written in.

New investors still come in through a capital increase voted before a notary, and each transfer of quotas needs an authenticated signature and a Registro Imprese filing within 30 days (art. 2470). Here’s how a round closes through a capital increase in an SRL. Debt securities? Only if the deed allows them, and only for supervised professional investors (art. 2483).

Shares travel more easily. Gianni & Origoni call SpAs ‘better suited for more complex capital structures, multiple share classes and eventual IPO scenarios’, and find share option plans ‘more straightforward to implement’ there. Quotas can’t be offered to the public outside crowdfunding, so a company preparing for a listing on Euronext Growth Milan becomes an SpA first.

Does the form change how much equity, meaning ownership, you give up at seed? Rarely. If a US fund or accelerator is involved, read when a Delaware flip makes sense before you decide.

Converting an SRL into an SpA later

The Code calls it a transformation. For an SRL it’s a change to the deed: partners holding at least half the capital vote it, unless the bylaws ask for more (art. 2479-bis), in a public deed that takes effect after the last Registro Imprese filing (art. 2500). Partners who didn’t consent may withdraw (art. 2473), so talk to them first.

Then there’s capital. Picture a Milan SRL with €10,000 and a lead investor who wants an SpA: the new company needs €50,000, so plan the increase.

Why do investors ask? SpAs are ‘frequently perceived as more familiar to foreign investors’, say Gianni & Origoni, and they handle share classes and incentive plans better while keeping the IPO door open. If a term sheet makes conversion a condition, ask when, and who pays the notary. Not sure you’re ready for that talk? Our investor readiness test scores you on 12 questions and emails you an action plan.

Checklist: before you sign at the notary’s

1. Who could own part of the company in 18 months: founders only, angels, a fund, a corporate?
2. Count the cash you can pay in: all of it under €10,000, €2,500 for a €10,000 SRL, €12,500 for an SpA.
3. If a company or a fund might join, skip the SRLS.
4. Ask the notary for bylaws with room for investors: pre-emption, transfer limits, particular rights.
5. Decide who will be director, and for how long.
6. Protect the name too: register a trademark in the company’s name, not yours.
7. Save the SpA for a listing, a large international round or a share option plan.

This article is general information, not legal or tax advice. Company law changes: check the current text of the Civil Code and ask a notary or a lawyer before you incorporate.