What Is an SRL? Complete 2026 Guide to Romanian & Italian Limited Liability Companies

Last verified: April 2026

Disclaimer: This guide is for informational purposes only and does not constitute legal, tax, or financial advice. Always consult a qualified professional for your specific situation.

Key Takeaways

• An SRL is a Limited Liability Company, a popular legal entity in both Romania (Societate cu Răspundere Limitată) and Italy (Società a Responsabilità Limitata), which shields owners' personal assets from business debts.
• Romania's SRL is highly accessible, requiring a minimum share capital of just RON 200 (approx. €40) and offering a favorable micro-enterprise tax regime starting at 1% of revenue.
• Italy provides two main SRL options: the traditional SRL, requiring €10,000 in share capital for greater flexibility, and the simplified S.r.l.s., which can be started with as little as €1.
• The formation process in Romania is generally faster (3-5 business days) and can be done remotely, while Italy's process requires a public notary and takes approximately 1-2 weeks.
• Romania is often favored by startups and digital entrepreneurs for its low costs and simple tax system, whereas Italy is ideal for businesses seeking to establish a strong presence in a major G7 economy.
• As of 2026, Romania has updated its micro-enterprise tax regime, limiting it to companies with revenues under €100,000, making strategic planning crucial.

What Is an SRL? A Shield for Modern Entrepreneurs

The SRL is a cornerstone of European business, representing the Limited Liability Company structure in both Romania (Societate cu Răspundere Limitată) and Italy (Società a Responsabilità Limitata). This legal form is the most popular choice for small and medium-sized enterprises (SMEs) in both countries, and for a good reason. It establishes the company as a distinct legal entity, separate from its owners (shareholders).

At its core, the SRL provides limited liability, which means the personal assets of the shareholders—such as their homes, cars, or personal savings—are protected from the company's debts and legal obligations. If the business faces financial trouble or a lawsuit, the owners' potential loss is capped at the amount they invested in the company's share capital. This legal shield makes the SRL a secure and trusted vehicle for entrepreneurs to pursue their ventures without risking personal financial ruin, a fundamental concept in modern commerce [1].

Key Characteristics: Romania vs. Italy

While the principle of limited liability is the same, the specifics of forming and managing an SRL in Romania versus Italy differ significantly. These differences in capital requirements, shareholder rules, and administrative flexibility are critical factors in deciding which jurisdiction is right for your business.

Here is a comparative overview of the key features for 2026:

Formation Requirements: A Step-by-Step Guide

Navigating the incorporation process is a critical first step. While both countries are EU members, their bureaucratic procedures are distinct. Romania's process is celebrated for its speed and efficiency, often allowing for fully remote setup, whereas Italy's process is more formal, mandating the involvement of a public notary.

Romanian SRL Formation Process

The Romanian process is streamlined and can be completed in under a week with proper preparation [2].

1. Reserve Your Company Name: The first step is to check the uniqueness of your desired company name and reserve it with the National Trade Register Office (ONRC). This can typically be done online.
2. Draft the Articles of Association: This is the company's constitutional document. It outlines the business's activities, shareholder details, director appointments, and internal governance rules. We at Incorporator.io can help you draft a document that aligns with your goals.
3. Deposit the Share Capital: The minimum share capital of RON 200 must be deposited into a temporary bank account opened for the purpose of incorporation.
4. File the Dossier with ONRC: A complete file, including the articles of association, proof of capital deposit, shareholder and director affidavits, and specimen signatures, is submitted to the ONRC. Upon review and approval, the company is officially registered and receives its registration number.

Italian SRL Formation Process

The Italian process is more formal and requires professional guidance due to the mandatory notary involvement [3].

1. Obtain Italian Tax Codes (Codice Fiscale): All non-resident shareholders and directors must first obtain an Italian tax identification number. This is a prerequisite for any formal transaction in Italy.
2. Draft the Public Deed of Incorporation: A public notary must draft the company's articles of association (atto costitutivo) and bylaws (statuto). For a simplified S.r.l.s., a standard template is used.
3. Execute the Deed Before a Notary: All shareholders (or their legal representatives with a power of attorney) must sign the incorporation documents in the physical presence of the notary.
4. Open a Bank Account and Deposit Capital: The required share capital (€2,500 for a traditional SRL, or the full amount for an S.r.l.s.) is deposited into a company bank account.
5. Register with the Business Register (Registro delle Imprese): The notary is responsible for electronically filing the executed deed with the Italian Business Register. The company is legally formed upon registration and simultaneously receives its VAT number (Partita IVA).

Advantages and Disadvantages: A Balanced View

Choosing the right jurisdiction requires a clear-eyed assessment of the pros and cons. Romania's primary advantages are cost and simplicity, while Italy offers the prestige and market access of a G7 economy.

Comparison with Other Business Structures

The SRL is not the only way to do business. It's important to understand how it compares to other common legal forms.

• Sole Proprietorship (Persoană Fizică Autorizată in Romania, Ditta Individuale in Italy): This is the simplest business form, with no legal distinction between the owner and the business. Crucially, it offers no liability protection. All business debts are the owner's personal debts. The SRL is far safer for any venture with financial risk.
• Joint-Stock Company (Societate pe Acțiuni - SA in Romania, Società per Azioni - SpA in Italy): This structure is designed for large corporations that intend to raise capital from the public. It requires a much higher minimum share capital (e.g., €90,000 for a Romanian SA, €50,000 for an Italian SpA) and is subject to stricter regulatory and reporting requirements. The SRL is the more appropriate and manageable choice for nearly all startups and SMEs.

Best Use Cases: Which SRL Is Right for You?

Your business goals should dictate your choice of jurisdiction.

Choose a Romanian SRL if:

• You are a startup, digital nomad, or solo consultant seeking a low-cost, low-bureaucracy entry into the EU market.
• Your projected annual revenue is under €100,000, allowing you to benefit from the 1% or 3% micro-enterprise tax rate [5].
• Speed and the ability to incorporate remotely are your top priorities.
• Your business model is straightforward and does not require complex shareholder agreements.

Choose an Italian SRL (Traditional) if:

• You are an established business or have secured funding and need to project an image of stability and prestige.
• Your business requires a physical presence in Italy to serve its large domestic market.
• You have multiple partners or investors and need the flexibility to create custom rules for governance and profit distribution.
• You operate in a regulated industry where the S.r.l.s. form is not suitable.

Choose an Italian S.r.l.s. (Simplified) if:

• You are a young entrepreneur or testing a business idea with minimal personal capital.
• Your business is very simple, and you do not foresee needing custom bylaws or bringing in corporate shareholders.
• Your primary goal is to establish a legal entity in Italy at the lowest possible upfront cost.

FAQ: Answering Your Key Questions

Q: Can a non-resident foreigner own 100% of an SRL in Romania or Italy? A: Yes. Both countries permit 100% foreign ownership of an SRL. There are no requirements for a local partner or director, making them fully accessible to international founders.

Q: What is the real total cost to set up an SRL? A: In Romania, including all fees, you can expect a total cost of €500 - €900 for a standard remote formation package. In Italy, due to mandatory notary fees, the cost is higher, typically starting from €2,000 - €3,000 for a traditional SRL, plus the capital deposit [6].

Q: Do I need to travel to Romania or Italy to open the company? A: For a Romanian SRL, the entire process can be handled remotely through a power of attorney granted to a law firm or corporate service provider. For an Italian SRL, while you can also use a power of attorney, the process is often smoother if you are present to sign before the notary.

Q: What are the ongoing annual costs? A: Annual costs include accounting services (typically €100-€300/month depending on complexity), filing of annual financial statements, and any registered office fees. Romania is generally less expensive for ongoing administration.

Q: How does the Romanian micro-enterprise tax work if I have no employees? A: If your Romanian SRL has zero employees during a fiscal year and your revenue is below the €100,000 threshold, you will pay a tax of 3% on your total revenue. If you hire at least one full-time employee, this rate drops to 1% [5].

Q: Can I convert an Italian S.r.l.s. to a traditional S.r.l. later? A: Yes, it is possible to convert a simplified S.r.l.s. into a traditional S.r.l. This requires a notarial deed and an increase of the share capital to at least €10,000. This is a common step for businesses that outgrow the limitations of the simplified form.

Sources

[1] Wikipedia, "Società a responsabilità limitata," https://en.wikipedia.org/wiki/Societ%C3%A0_a_responsabilit%C3%A0_limitata [2] Invest Romania, "Launching Your Company in Romania in 2026: A Simplified Guide," https://www.investromania.be/es/company-creation/launching-your-company-romania-2026-simplified-guide [3] Lawzana, "Setting up an S.r.l. in Italy: A 2026 practical guide," https://lawzana.com/articles/italy/setting-up-an-srl-in-italy-a-2026-practical-guide-399 [4] BMA Legal, "Romania: Tax and Legal Changes in 2026 - Corporate, VAT...," https://bmalegal.ro/romania-tax-legal-changes-2026/ [5] PBS Worldwide, "The 1% tax rate for micro enterprises in Romania: a game changer for 2026," https://www.pbsworldwide.com/taxes/1-tax-rate-micro-enterprises-romania-game-changer-2026 [6] Your Business in Italy, "SRL vs Sole Proprietorship in Italy (2026): A Complete Comparison," https://yourbusinessinitaly.com/en/blog/srl-vs-sole-proprietorship-italy-2025-complete-comparison [7] Mihai Attorneys at Law, "How to Incorporate a Company in Romania in 2026," https://www.mihaiattorneys.com/news-and-insights/how-to-incorporate-a-company-in-romania-in-2026-the-complete-guide-for-foreign-founders [8] PWC, "Taxes on corporate income - Italy," https://taxsummaries.pwc.com/italy/corporate/taxes-on-corporate-income