Limited Liability Company: What is it and Types of SRL

Limited Liability Company

The limited liability company or SRL is the most used type of joint stock company. It has a flexible structure and allows it to carry out an economic activity by limiting the risk of the shareholders to the amount invested. There are several types of SRL. Let’s see them together in detail.

What is a SRL and what it means?

The meaning of the abbreviation SRL is a limited liability company. This type of company allows to carry out an economic activity and to limit the liability of the shareholders to the investments made (contributions in money, goods or work). The contributions of the shareholders become the property of the company which is liable for the debts of the business with its own assets (perfect patrimonial autonomy). Generally, the company is formed by two or more partners. However, it is also possible to establish an SRL with a single shareholder (single-member SRL).

The sum of the contributions of the shareholders constitutes the share capital. Each shareholder is assigned a share of the capital which is usually proportional to the value of the contributions made. The share entitles the shareholder to receive the profits from the company’s business and to participate in the shareholders’ meeting to make the most important decisions. For example, in a company with capital of € 1,000, one partner has a share of € 700 and another of € 300. The first shareholder is entitled to 70% of the profits and votes at the meeting, the second to 30%.

limited liability company srl

Types of limited liability companies

Limited liability companies are divided into:

  • Ordinary SRL (Article 2463 of the Italian Civil Code)
  • Simplified SRL (Article 2463 bits of the Italian Civil Code)
  • SRL innovative startup (Article 25, 2nd paragraph of Legislative Decree 179/2012)

All three types of SRL allow to limit the liability of the shareholders in carrying out the economic activity that is described in the corporate purpose. However, there are some important distinctions you need to know in order to choose the right company for your business.

Ordinary SRL

This is the most flexible form of Sal. The company can carry out any type of business. The minimum share capital is € 1 and there is no maximum limit. Shareholders can be both natural persons and other companies. Those who choose to open an ordinary SRL can customize the company’s statute, regulating every aspect of its organization. To set up the company, you must go to a notary to check and sign the documents necessary for the establishment.

Simplified SRL

A simplified SRL or SRLS is a limited liability company with reduced set-up costs but which has some limitations compared to an ordinary company. In particular, whoever constitutes an SRLS does not have to pay the fee to the notary. However, you still have to incur some expenses and pay some taxes for the establishment. Furthermore, the company statute is standard and cannot be customized and the shareholders can only be natural persons. Another difference between SRL and SRLS concerns the maximum share capital, which in a simplified company cannot exceed € 9,999, which could lead to some difficulty in finding an investor and obtaining financing.

A very similar type of company was the limited capital limited liability company, introduced in 2012. However, in 2013 this type of company was eliminated and all limited capital limited liability companies already established are now qualified as simplified limited liability companies.

SRL innovative startup

It is a company that mainly deals with developing, manufacturing and selling innovative products or services with high technological value. Like an ordinary SRL, the share capital of an innovative start-up has no amount limits and the company can have both natural persons and other companies as shareholders. However, you must have all the startup requirements required by law. Innovative startups can access some important concessions, such as ministerial guarantees on bank loans.

Administration of the limited liability company

The administration of the limited liability company can be entrusted to a single director or to two or more directors. If the administration is entrusted to more than one person, a board of directors (or Board of Directors) is formed which decides by majority. The directors have the task of making decisions on the management of the company and are responsible for their actions towards the shareholders (for more details, see the responsibilities of the directors).

There are also other forms of administration, adopted in specific cases:

  • the separate administration provides that each director can decide on his own initiative without the need for the consent of the other directors
  • the joint administration requires that decisions must be taken by all directors unanimously.

Accounting control body

In addition to the directors, in some cases it is also mandatory to have the statutory auditing body that the company can entrust to an auditor or to a supervisory body (sole auditor or board of statutory auditors). It supervises the company’s accounts, compliance with the principles of correct administration, the adequacy of the administrative and accounting structure adopted by the company, etc.

The appointment of the supervisory body is mandatory if the company:

  1. is required to prepare consolidated financial statements (financial statements of the parent company of a group of companies)
  2. controls a company obliged to carry out the statutory audit
  3. has exceeded at least one of the following limits for two consecutive years:
    – € 4 million of balance sheet assets
    – € 4 million of revenues from sales and services
    – 20 employees employed on average during the year

Share capital and contributions

To open the company, the shareholders must pay the contributions that make up the share capital. The initial capital is used to provide the company with the financial means necessary to start the business. The minimum capital of the SRL can be as low as € 1 even if it is recommended to pay a larger amount. Generally, the first contributions are made in cash. However, it is also possible to confer goods or a work activity. In these cases, the value of the contribution must first be certified by an expert.

After the constitution, the shareholders can choose whether to keep the initial capital of the company or to make a capital increase in case of need. To do this, you will need to go to the notary.

Establishment of a limited liability company

For the establishment of a limited liability company, the first step is the stipulation of the articles of association and the deed of incorporation for SRL. These documents regulate the functioning of the company and must be signed by the shareholders in the presence of a notary.

After signing the documents by the notary, there are some mandatory requirements to establish the SRL. The main ones are:

  • open the VAT number of the company
  • prepare and endorse the mandatory company books
  • register the company in the business register within 10 days of incorporation (this is done by the notary)
  • submit notices of the start of business

The costs for the establishment of the SRL are those relating to the notary’s fee, taxes and expenses. On average, the total cost to open an SRL is around € 1,500 + VAT + about € 600 of taxes. With our SRL incorporation service you can open your company in 7 days with 1 year of legal support 100% online. The service costs € 999 + VAT + Approximately € 600 in taxes and includes everything you need to set up your company with the full assistance of experienced professionals. You will be able to create and customize the articles of association and articles of association online in minutes and verify them with an experienced professional. Subsequently, you will be put in contact with a notary who will proceed with the establishment of the company. For the first year you can then create tailor-made contracts and request consultations with professionals for any need of the new business (e.g. contracts for suppliers and customers, commercial agreements, trademark registration, privacy and website terms and conditions).

Once the company is established, it will be necessary to complete the formalities to start the business and correctly manage the accounting. Generally, the costs of the first year of activity are around € 2,500 + VAT for the accountant’s fees and € 700 for taxes. Our customers can request the accounting service at the price of € 299 + VAT + € 700 of taxes for the first quarter. This price includes all the necessary formalities after the establishment of the company.

 

How to Open an E-Commerce: What You Need and Costs?

E-Commerce

To open e-commerce, it is necessary to comply with some basic steps required by law that vary according to the type of site chosen for your business. Let’s see together how to do it best and how much it costs to start an online business.

What is e-commerce

E-commerce is a traditional online store where users buy directly from the owner of the site that sells their products. The entire sales process, therefore, involves only two parties: the owner of the site and the user who buys.

E-commerce differs from e-marketplace where, on the other hand, multiple vendors or external suppliers are put in contact with users. In fact, in the e-marketplace there are three parties: the owner of the site, external sellers and users.

The steps to open an e-commerce site

The first step to open an e-commerce is to create the website where the products or services will be sold. To do this, you can contact a developer or take advantage of the solutions offered by various dedicated platforms (e.g. Woo Commerce, Shopify, etc.). These platforms are easy to use and ready to use, but they have the disadvantage of often having a commission on sales. On the contrary, creating your own tailor-made site involves an initial expense but guarantees the freedom to customize it in every detail and avoid commissions.

Another important aspect is the type of e-commerce that is chosen to sell online. In particular, e-commerce can be a website or app that sells tangible products such as computers and smartphones or digital services on subscription (e.g. software as a service or SaaS). Furthermore, it is possible to create the online store with its own warehouse or without warehouse (drop hipping) and use an external supplier to ship the products directly to customers.

To sell online, the business owner must post a set of mandatory information and data on the site. This is a necessary fulfillment to guarantee transparency to its users and to avoid penalties. Specifically, just report the following data:

  • name and surname of the owner or company name
  • VAT number (necessarily on the home page)
  • Economic and Administrative Index number (REA)
  •  paid-up share capital and relevant data (only for companies)
  • data on licenses or authorizations necessary for the sale of particular products (optional)
  • certified e-mail PEC address (optional)

Generally, this information is indicated in the lower section of the site (footer) together with the privacy documents.

What it takes to create an online store

If you want to start a new business from scratch you need to open a commercial enterprise. In these cases, the company can be opened as a sole proprietorship or as a company (SRL, SRLS, SPA). With the sole proprietorship the shopkeeper cannot have partners but has reduced costs for opening and management. With the company, on the other hand, the costs are higher both in terms of expenses for the establishment and for taxes, however, the owner is not directly liable for the debts of the company and can involve other shareholders.

If the opening of e-commerce is just another sales channel, instead, it is possible to use an already started business. In this case, it is not necessary to open a new firm or company. In fact, it is sufficient to communicate the additional activity to the business register and modify the ATECO code of the activity with your accountant.

Is it possible to start the business without a VAT number?

It is possible to sell on the internet without opening a VAT number only if the sale is occasional. This occurs when the sale is made sporadically and not continuously. For example, when a private individual sells their used smartphone on an ad site.

When you want to open an online shop, however, the VAT number is mandatory. In these cases, in fact, a continuous commercial activity is carried out which requires some specific requirements. In particular, in addition to having to open the VAT number, it is mandatory to register with the business register, submit the certified report of the start of business (SCIA) and register with INPS for social security contributions.

The documents needed for the site

All online sellers must respect the privacy and rights of their users. In fact, an e-commerce must publish a series of mandatory information documents.

The information on privacy

To work at its best, the site often collects some personal data of users and saves cookies on their computer to track their choices. In these cases, it is necessary to publish on the site:

  • a Privacy Policy (or Privacy Policy): to specify how user data is processed and to ensure correct and transparent processing
  • a Cookie Policy: to inform users of the cookies that store their data and that are saved on their browser

The conditions of sale for customers

E-commerce companies are also required to publish general conditions of sale. It is a document that contains the terms and rules that apply to purchases and use of the platform by users. In particular, this document includes:

  • the characteristics of the goods and services for sale and the relative prices
  • the commercial guarantees applicable to physical and digital products
  • the methods of payment, shipping and delivery
  • the information on the right of withdrawal and its methods of exercise
  • any limitations of liability (e.g. protection of intellectual property, etc.)

The seller must ensure that the terms of sale are accepted by customers before making a purchase. Furthermore, it is necessary to send them an order confirmation after the purchase has been made.

The other requirements to be respected

In addition to the basic steps to open an e-commerce, additional requirements must be met. In particular, the owner must have all the moral requirements required to open a shop of any kind such as not having been definitively convicted of receiving stolen goods or money laundering. In addition, there are additional requirements depending on the type of product sold such as the HACCP certificate required for the sale of food products preserved or produced by the e-commerce owner.

How much does it cost to open an e-commerce?

An e-commerce has the advantage of having lower costs than a physical store. Generally, in fact, an online business does not have to bear the costs of renting a location and does not have to pay contributions and salaries for staff such as clerks and cashiers. Furthermore, if the activity is carried out in drop shipping there are not even the costs for logistics and for the rental of the warehouse where to store the goods.

Against this saving, online activity still involves some typical costs. Starting the shop, in fact, implies the costs for the development of the website, for the relative hosting contract and for the commercial management of the site. In particular, e-commerce often requires digital marketing and site optimization for search engines (SEO) with variable costs depending on the consultant to whom it is addressed.

Furthermore, to keep the business online, the costs vary if the legal form chosen is a sole proprietorship or a company. In fact, the costs for the sole proprietorship are lower and do not involve the fee of a notary (approximately € 200 for registration in the register of companies and maximum € 1,000 for SCIA). On the contrary, the costs of setting up an SRL are higher as those for the notary and taxes are added (about € 1,500 for an SRL and about € 400 for setting up a Simplified SRL).

The differences in costs are also present in the tax area for accounting management. In fact, the annual costs of the accountant change not only according to the tax regime but also to the type of business open. The sole proprietorship has lower costs starting from € 300 on a flat-rate basis, the company, on the other hand, has higher costs starting at least € 1,000 per year.

 

21 Tips to work better (and less)

work better

21 Tips to work better (and less)

1. Complete the most important tasks first.
This is the golden rule of time management. Identify two or three most important activities each day and do them before the others.

Once done, the day was already a success. You can move on to other things, or you can leave them waiting until tomorrow. You have done the essentials.

2. Learn to say “no”.
Having a lot of commitments can teach you how to juggle and how to manage our time. However, you can easily get lost. It is, therefore, necessary to learn how to decline opportunities. Your goal should be to make only those commitments that you know you can handle.

3. Get at least 7-8 hours of sleep.
Most people need 7-8 hours of sleep to function optimally.

Listen to your body and don’t underestimate the value of sleep.

4. Give your full attention to one thing at a time.
Close all other browser windows. Put the phone away, out of sight and turn off the ringer. Find a quiet place to work or listen to music if that helps. Concentrate on this task. Nothing else should exist. Immerse yourself in it.

5. Don’t always postpone.
Most of us are plagued by the urge to procrastinate. It seems so easy and you always manage to postpone something, so why not? Instead, you will feel infinitely better each morning if you do one of the things you postponed the day before.

6. Don’t let the details waste too much time.
Often some activities take us much, much longer than they should because we focus on a few small details. Avoid focusing on them, finish the job and correct once completed.

7. Make fundamental work habits.
If you have to do the same thing every day, like writing, calling, planning, organize it in such a way that it becomes a habit. It is much simpler.

8. Be aware of the amount of time the Internet takes up.
Social networks, e-mail, a few games on the smartphone, some internet research waste a lot of time and reduce productivity.

Be aware of how much time you spend on these activities, noticing how they are sucking your commitment and you will start using them less. A tip: decide to check your mail 2/3 times a day, to use social networks for a set time. You will gain a lot of time.

9. Set a time limit for completing a task.
Instead of just working on a project and thinking, “I’ll stay here until I’m done,” try thinking, “I’m working on this for three hours.”

The time constraint will push you to be more efficient.

10. Take a time break between one activity and another.
When we run from one commitment to another, it is difficult to appreciate what we are doing and to stay focused and motivated. Allow yourself a break, it will be like a breath of fresh air for your brain. Take a short walk, meditate, or do some other exercise to clear your mind.

11. Do one thing at a time.
One of the fastest ways to overwhelm yourself is to think about the to-do list.

Don’t do 2 things at a time, just focus on one activity, alone, don’t worry.

12. Exercise and eat healthily.
Numerous studies have linked a healthy lifestyle with work productivity.

Getting enough sleep, exercise, and eating healthy things give you more energy, clear your mind, and allow you to focus on things more easily.

13. Do less.
Doing less is another way of saying to do the things that really matter.

Slow down, write down what needs to be done and focus on that. Doing fewer things that create more value, rather than wasting time doing many unimportant things.

14. Use weekends, but just a little.
On weekends, working only 2-4 hours a day can really reduce your workload during the week. Once finished, dedicate yourself to your things, to free time, to your children.

15. Create organizational systems.
Being organized saves a lot of time.

Create a document filing system. Make sure all things have a place, which you store, in your room. Unsubscribe from the mailing lists if you do not wish to receive news. Simplify, simplify, simplify.

16. Do something while waiting.
We often have empty times where we usually don’t do much. Waiting rooms, queues, time on the subway, in the gym, etc. Find things to do in these moments.

17. Lock yourself in a room.
No distractions, no excuses.

Sometimes, the only way you can get something is to isolate yourself in a room. If so, be aware of this and act accordingly.

18. Will and commitment.
Be steadfast. Be committed. Be professional.

A firm will to do what you decide to accomplish will take you everywhere.

19. Grouping of tasks to be done consecutively.
Let’s say you have to make two estimates, write three essays, make two videos. Instead of tackling this job in any order, group the tasks to be done consecutively.

Different tasks require different ways of thinking, so it makes sense to allow your mind to keep flowing instead of unnecessarily switching to something that requires reorientation.

20. Find time for stillness.
In this very fast world where you go, do and never stop, too many people don’t find the time to be alone and still. Still, it is extraordinary what stillness can do. Action and inaction should both play a key role in our life.

Find time in your life to be silent and do nothing: it reduces anxiety and shows that there is no need to constantly rush. And it will become easier to find your enjoyable job.

21. Eliminate the non-essential.
I know this has already been mentioned one way or another, but it is one of the most helpful tips. Our lives are filled with excess. As we identify the excess and remove it, we become more and more in touch with what is relevant and what is worth our time.

One last tip (the best).
There is one last tip I want to give you. If you have to remember one thing from this post, remember this: pleasure should always be the goal. Work can be a game.

We are so caught up in the frenzy that we forget to enjoy what we are doing. Even when we focus on working better, we are still often too focused on doing other things.

Always ask yourself: What can I do to spend more time and enjoy what I am doing?

The goal should be to organize your schedule in a way that you are satisfied with living the details of your daily life, even while you are working.

This may seem like a pipe dream, but it is more possible than ever in today’s world.

Be curious. Be open to opportunities. Get to know yourself. Embrace your passions. Wonderful things can happen.

 

What are the Articles of Association and Constitutive Act SRL?

Articles of Association

Bylaws and Constitutive Act SRL are the documents necessary to set up a limited liability company and regulate its operation.

The deed of incorporation contains the information on the shareholders and on the company necessary to establish it (e.g. the name of the SRL, the amount of the share capital, the data of each shareholder and the contributions made). The statute, on the other hand, governs the corporate organization and contains the rules on administration, the shareholders’ meeting, the transfer of shares, etc.

The limited liability company is the most used type of company among the corporations. It is characterized by an autonomous patrimony separate from that of the shareholders who are not personally liable for any debts of the company. Furthermore, the SRL is a very flexible company as it can also be established with a share capital of € 1. This allows the entrepreneur to start his own business with low initial amounts.

When using the statute and deed of incorporation of an SRL

Articles of association and deed of incorporation can be used for each SRLregardless of the economic sector in which the company will have to operate. For example, you can set up a marketing company, software development company, a construction company, a physical or online store.

The same documents make it possible to establish both an SRL with several partners and a single-member SRL. The latter is a limited liability company with a single shareholder and has some particularities compared to a normal SRL (e.g. the sole shareholder must fully pay the share capital at the time of incorporation).

The articles of association and the articles of association of an SRL can also be used to open an innovative startup. It is a particular type of company that produces and markets innovative goods and/or services with a high technological value and enjoys some economic and fiscal benefits. The qualification of an innovative startup is acquired only when all the requirements envisaged by the specific legislation are met.

These documents cannot be used, however, for a simplified SRL (SRLS). It is a SRL with lower set-up costs but with some limitations (e.g. shareholders only natural persons and maximum restricted capital). For this company, it is necessary to use the appropriate statute and deed of incorporation for standard simplified and non-customizable SRL.

The limited liability company carries out a commercial activity and therefore has a profit-making purpose. If you want to start a ‘ non-profit activities (non-profit) to pursue solidarity purposes or social utility must form an association. In this case, it will be necessary to create statutes and articles of association by association.

How an SRL is established

Once the deed of incorporation and statute have been created, it is possible to establish the SRL with the assistance of a notary. This is the most flexible and fastest solution as it allows you to customize the statute a lot and the times are well defined. Furthermore, the notary will check the documents and take care of the necessary formalities (e.g. registration in the register of companies).

With the same documents, it is also possible to proceed with the establishment of an innovative startup SRL. In this case, the notary, in addition to verifying the articles of association and deed of incorporation, will verify the existence of all the requisites necessary to register the company in the special section of the business register.

The innovative startup can also be established without a notary with an online procedure. This procedure guarantees savings on formation costs but has limitations. For example, the statute must correspond to the ministerial model and is not entirely modifiable and the times for the practice are usually longer than those of the notary.

LexDo.it offers a complete service that allows you to set up your SRL in any way, according to your needs. You will receive the advice of an experienced lawyer who will frame your case and guide you in creating the statute and deed of incorporation. You can then choose whether to make an appointment with the notary or choose the online establishment procedure for your innovative startup. Finally, you will have legal support for one year to create tailor-made contracts and request consultations with lawyers on any legal issue.

What does the model of statute and deed of incorporation of an SRL contain?

Our documents of incorporation and statute for SRL meet all legal requirements and have been drawn up on the basis of the ministerial model of the articles of association and statute for SRL and innovative startup (Article 4, paragraph 10-bis, Legislative Decree no. 3 of 2015, converted by law n.33 of 2015). The main clauses concern:

  • Corporate purpose: the description of the activities that the society can play
  • Innovative startup: specific clauses if the company produces goods and/or services with a high technological value
  • Company data: the name, registered office and place of incorporation of the company
  • Personal details of the shareholders: surname, name, residence, citizenship, tax code, profession and marital status of each shareholder (both physical and legal)
  • Share capital and contributions: the cash payments to which the shareholders undertake to endow the company with the initial share capital
  • Shareholders’ decisions: to indicate the matters falling within the competence of the shareholders (e.g. the approval of the financial statements and the appointment of directors) and the methods for adopting their decisions
  • Withdrawal of the shareholder: to regulate the voluntary exit of the shareholder from the company and the cases in which the right of withdrawal is granted
  • Shareholder exclusion: the circumstances, conditions and methods by which a shareholder can be excluded
  • Administration: to specify the type of administration, the composition of any Body, the powers and duration of the company’s administrative body
  • Participation shares: to regulate the allocation of shares to shareholders (in proportion or not to the contributions) and the methods of transferring them, with any limitations
  • Capital increase: to regulate the right of shareholders to subscribe the newly issued quotas and the destination of the quotas issued at the time of the capital increase
  • Deadline: to fix the duration of the company.

Once you have downloaded your documents, we will guide you step by step to complete all the necessary subsequent tasks.

Information you need

To complete the documents, all the data of the shareholders and administrators are required.

Remember that our service does not generate simple facsimiles of the articles of association and deed of incorporation SRL. Based on your choices, the system automatically processes documents customized to your needs, guaranteeing their legal correctness.

The documents can be modified in all their parts without time limits. Don’t worry so if you don’t have all the information available right away, you can always enter it later.

Other names

  • Incorporation act SRL
  • Bylaws SRL
  • Company Statute SRL
  • Unipersonal SRL Constitutive Deed
  • Unipersonal SRL Statute
  • Statute and deed of incorporation of an innovative startup

Other useful templates and facsimiles

  • Simplified SRL Statute and Deed of Incorporation: to create the founding documents of a simplified single-member or multi-member limited liability company and regulate its operation
  • Work for Equity for Innovative Startups, SRL or SPA: to create a work for equity plan with the assistance of a lawyer and a notary
  • Shareholders ‘Agreements: to regulate the vote in the shareholders’ meeting, the transfer of shareholdings, the management of corporate powers, etc.
  • Term Sheet for Investments: To determine the main points on which the future investment agreement will be based
  • Letter of Intent (Memorandum of Understanding): to define the current status of negotiation and regulate its continuation
  • Non-Disclosure Agreement: to protect you if you have to share confidential information