Sole proprietorship, SRLS, or SRL: how to choose a legal form when you start a business in Italy

By law, an SRLS pays no notary fee at all. That's about the one hard number in this comparison: everything else, what an ordinary SRL actually costs, who can keep using the flat-tax scheme, how much social security weighs, runs on different mechanics for each form, and the figures floating around online for the same questions often disagree with each other. What follows is what I found with a source I could check, and where I couldn't, I say so.

The difference that matters most: who's on the hook for debts

Before looking at costs, there's a question worth more than any figure: if the business goes badly, who pays? In a sole proprietorship, the owner and the business are legally the same thing: liable for debts with their entire estate, present and future, without limit (Article 2740 of the Civil Code). In an SRL or SRLS, only the company answers for its obligations, with its own assets: the shareholders' personal wealth stays separate (Article 2462).

There's an exception almost no online article mentions: in a single-member SRL, if the capital hasn't been paid in full, or the legal publicity required for a sole shareholder hasn't been filed, that limited liability falls away and the shareholder becomes personally liable again. It isn't a lawyer's footnote: it's the practical reason that, if you're choosing a limited-liability company to protect personal assets, the capital has to actually be paid in and the filing has to be done correctly, not just started.

What each form costs to open

A sole proprietorship has no minimum capital requirement: it opens with registration at the Business Register, which for online filings must be processed within 5 working days of submission (Presidential Decree 581/1995, Article 11, paragraph 8).

For an SRLS, capital runs from 1 euro to just under 10,000 euros, paid in cash in full at incorporation (Article 2463-bis), and by law the deed and its filing are exempt from stamp duty and secretarial fees, with no notary fee owed at all (Decree-Law 1/2012, Article 3). In practice, the cost is the capital itself, which stays as company assets rather than money spent.

For an ordinary SRL the minimum capital is 10,000 euros, or it can go as low as 1 euro paid in cash in full, setting aside at least a fifth of net profits to legal reserve until the total reaches 10,000 euros (Article 2463). The certain taxes are 200 euros in registration tax on the incorporation deed and a fixed 65-euro stamp duty on the filing, plus a separate, variable stamp duty on the notarial deed itself based on its length. The line that genuinely differs from one notary to the next is the fee: since 2012 professional tariffs have been deregulated, so there's no statutory price, and online estimates range from a few hundred to several thousand euros depending on what's included. The only real way to know what it'll cost is to ask for a written quote before committing, not to trust a figure on a site that sells the same service.

Taxes: who can stay on the flat-tax scheme, and who can't

The flat-tax scheme, with its 15% rate (5% for the first five years for those who qualify) below the 85,000-euro threshold in revenue or fees, is reserved by law for natural persons carrying on a business, art, or profession. An SRL or SRLS is excluded by definition, being a legal entity rather than a natural person: it isn't a matter of revenue, the scheme simply doesn't apply to it. An SRL is always taxed under the ordinary rules (corporate income tax, IRES).

There's a less-told overlap: someone who already runs a flat-tax sole proprietorship and at the same time controls, even indirectly, an SRL operating in the same or a related sector loses flat-tax status on the sole proprietorship. Worth factoring in before adding a company alongside an existing flat-tax business, because the consequence only shows up on the following year's tax return.

Social security: fixed versus proportional

Here the difference isn't just the number, it's the mechanism. Someone opening a sole proprietorship as a craftsperson or trader pays a fixed contribution to the IVS scheme that's owed regardless of turnover, even at zero revenue: for 2026 that's 4,521.36 euros for craftspeople and 4,611.64 euros for traders, plus a 24% rate (24.48% for traders) on income above the 18,808-euro floor.

Someone acting as director of an SRL or SRLS, on the other hand, owes nothing if they draw no director's pay: Gestione Separata contributions are proportional to compensation actually received. If pay is set, and the director has no other mandatory pension scheme and isn't already retired, several independent professional sources citing the same INPS circular point to a 35.03% rate (24% for retirees or those already enrolled elsewhere): I couldn't read the official circular myself, so I'm treating this figure as reported by consistent sources, not verified against the primary document.

Which form to choose, in practice

There's no answer that fits everyone, but the same three factors always matter. Risk: how exposed the business is toward suppliers, banks, and clients who could sue, and how much personal wealth there is to protect. Expected revenue: above 85,000 euros the flat-tax scheme doesn't hold anyway, and the tax gap between a sole proprietorship and a company narrows. And the horizon: if you expect to bring in a partner, an investor, or to sell the business one day, a limited-liability company is built for that, a sole proprietorship isn't.

Someone starting from zero, with contained risk, wanting to stay under the flat-tax threshold, often finds the sole proprietorship the simplest and least expensive way in. Someone with a real risk to cover already, or thinking big from day one, looks at the SRLS if starting capital is limited and shareholders are only natural persons, or the ordinary SRL if the bylaws need more flexibility. Either way, once you open a VAT number, you also take on the obligation to register a certified email address (PEC) with the Business Register, with specific penalties if it's missing: I've covered that in more detail in mandatory certified email for businesses.

If the business you're about to open will need to get found online, it's worth planning for that from the start, not after the first few months spent sorting out the paperwork: I cover that in website services. If you've already picked a form and want to work out how to build a digital presence around it, get in touch: a couple of lines about your situation are enough to start.