Open a Unipersonale SRLS: The Sole Shareholder and the Costs

Sole Shareholder

Find out what it is and how to open a single-member SRLS. Let’s see together the obligations of the sole shareholder and the costs of setting up and managing the company. Let’s analyze the advantages and disadvantages of an individual simplified SRL compared to other possible forms of business to start your business.

What is a simplified single-member SRL?

The simplified SRL (SRLS) is a particular type of limited liability company that has low set-up costs but has different limits compared to a normal SRL. An SRLS is a single member when it has a single shareholder. The shareholder can only be a natural person since legal persons (eg companies) cannot be members of an SRLS.

Like the ordinary SRL, the simplified SRL also has financial autonomy perfect. In other words, the company’s assets are completely separate from the personal assets of the sole shareholder. In the event of corporate debts, therefore, the creditors can only be satisfied on the assets of the SRLS and not on the assets owned by the shareholder.

The unipersonal SRLS has the obligation to communicate the presence of a single shareholder to the business register. Failure to comply with this obligation results in the loss of the limitation of liability. In fact, the separation between the company’s assets and the personal assets of the shareholder is canceled, which becomes attackable by creditors. The qualification of a company with a sole shareholder must also appear in the documents, correspondence and any official communication of the company next to the name of the company (eg the company “Beta SRLS” in contracts, letters and on its website must always write “Beta SRLS – the single-member company”). Failure to comply with this rule may result in economic sanctions.

The simplified SRL has some differences compared to an ordinary SRL, as the simplified company has limitations on the share capital and on the statute. The capital cannot exceed € 9,999 and must be paid in full to the constitution and the statute is a standard ministerial model that cannot be customized.

SRLS unipersonale

Open a single shareholder SRLS

There is no special procedure to open a single-member SRLS. The constitution is the same as that of a simplified company with several partners.

The first step is the drafting of the articles of association and statute for a simplified SRL. These are the documents necessary to create the company and contain the data of the sole shareholder and the rules on the administration and operation of the company. Since these are standard models, the rules present cannot be modified.

It is then necessary to go to a notary to proceed with the establishment of the company by means of a public deed. In fact, it is currently not possible to establish an SRLS without a notary. The professional, in addition to verifying the lawfulness of the activity to be carried out, generally takes care of any other necessary fulfillment (eg registration of the company in the register of companies). For the establishment of an SRLS, the law provides that no fee is due for the notary to whom only the mandatory taxes will have to be paid.

Costs of a simplified single-member company

In order to carry out your business with a sole shareholder SRLS, you need to consider various expenses for opening costs, management costs and taxation.

As regards the establishment of a simplified company, given that the fee is not due to the notary, the sole shareholder will have to pay only the taxes provided for the establishment for a total of € 410 (registration tax and registration fees to the of commerce).
Our  SRLS constitution service has a cost of € 99 + VAT  + € 410 of taxes. Includes full assistance from experienced professionals and everything you need to set up your company quickly and easily with 1 year of 100% online legal support.
After the establishment, you can create tailor-made contracts and request consultations with professionals for any need of the new business (eg contracts for suppliers and customers, commercial agreements, trademark registration, privacy and website terms and conditions).

After the establishment, the cost of endorsing the compulsory company books and the annual and management costs will have to be borne. These costs are completely the same as those of an SRL. To give some examples: the annual chamber dues for the following years, the taxes for the filing of the financial statements and the endorsement of the company books. The most important expense in the annual management of the company, however, is the cost of the accountant for managing the accounting. Generally, the remuneration to be paid to this professional can reach approximately € 2500 per year + € 700 of initial taxes.
Our customers can also request the online accounting service at the price of € 299 + VAT for the first four months, over € 700 of initial taxes. This price includes all the necessary formalities after the establishment of the company.

Finally, the taxation on the company’s income (IRES, with a rate of 24%) and the contributions that the sole shareholder is required to pay to INPS if he is a worker in the company must be considered (approximately € 3,800 if the income does not exceed € 15,878, otherwise a rate of 24.09% applies).

Advantages and disadvantages of this company

Opening a single-member SRLS is not the only option for starting a new business. It is also possible to do this with a sole proprietorship or, as already seen, with an ordinary SRL. Let’s see the main advantages and disadvantages of a simplified single-member limited liability company in relation to other possible individual business forms.

SRLS with sole shareholder or sole proprietorship?

From the point of view of opening costs, there is not much difference between a simplified limited liability company with a sole shareholder and a sole proprietorship (VAT number). The taxes to be paid for the establishment of a new SRLS are around the same figures as for the registration of a company.

In general, compared to the sole proprietorship, the simplified company has the advantages of a separate wealth from the personal one and taxation with a fixed rate. In fact, the IRES rate for companies is blocked at 24%, while the owner of a company pays IRPEF with rates that increase as the income produced increases. Furthermore, the opening of the company guarantees the possibility of bringing new partners into the company in the future, while the sole proprietorship remains a form of exclusively personal activity.

On the other hand, opening a VAT number is easier and faster. There is no need to go to a notary and management costs are even lower. Furthermore, the annual management costs are also much lower than those of a single-member SRLS. Last but not least, it is necessary to consider that for activities whose turnover does not exceed € 65,000, the VAT number allows you to benefit from a flat-rate tax regime that according to which only 5% of taxes will be paid for the first 5 years of activity and 15% for subsequent years)

Establish SRLS or unipersonal SRL?

If, on the other hand, you have chosen to open a company, it is necessary to consider whether the simplified SRL is really preferable to an ordinary limited liability company. In this case, the only advantage of an SRLS is represented by the savings on the costs of setting up, given the gratuity of the notary. There are, however, some disadvantages to consider for the simplified SRL:

  • the share capital tied to a maximum of € 9,999 which can lead to difficulties in receiving the credit from banks
  • the statute is standard and cannot be modified and prevents the company from regulating the functioning of the company according to one’s needs (e.g. limitation clauses cannot be inserted regarding the circulation of shares)
  • the impossibility of having another company as a shareholder in the future. In fact, as we have seen, only other natural persons can be members of a simplified SRL.

Given these limits, often, those who open an SRLS are forced to transform it into an ordinary company after some time, incurring significant costs from the notary (equal to those of a new establishment of an ordinary SRL). It could therefore be more convenient to set up an ordinary single-member limited liability company right away in order not to have the aforementioned disadvantages.