Srl with 1 euro of share capital: what risks for those who work with it

In brief: an srl with 1 euro of capital is lawful: art. 2463 c.c. allows a capital from 1 euro to less than 10,000 euros, and the simplified srl (art. 2463-bis) always falls within that range. Capital, however, does not guarantee creditors: for debts only the company answers, with its assets (art. 2462). What counts are net equity, financial statements, protests and shareholders.

Is an srl with 1 euro of capital lawful?

Yes. In October 2026 the Civil Code provides two routes for an srl with capital below 10,000 euros: the reduced-capital srl, admitted by the paragraph that Decree-Law (d.l.) 76/2013 added to art. 2463, and the simplified srl of art. 2463-bis, with capital from 1 euro to less than 10,000.

The general rule remains that of art. 2463, second paragraph, no. 4: capital "not less than ten thousand euros". Decree-Law 76/2013 (art. 9, para. 15-ter), converted by Law 99/2013, added that it may be set "at an amount less than ten thousand euros, at least equal to one euro". The same decree removed from the simplified srl the age limit for shareholders (previously under 35): today any natural person may set one up, with a public deed on a standard model with non-derogable clauses.

Who answers for an srl's debts if it does not pay?

The company, with its assets, and nobody else: art. 2462 c.c., first paragraph, says so. Shareholders do not pay the company's debts out of their own pocket, neither in a srl with 1 euro nor in one with 100,000, except for the exception of the sole shareholder or a personal guarantee they have signed.

The exception is narrow: in case of insolvency, the sole shareholder answers without limit for the obligations arising while the shareholding was entirely theirs, if the contributions were not made in accordance with art. 2464, or until the publicity required by art. 2470 has been carried out (art. 2462, second paragraph). In practice, your claim is worth as much as the assets the company will have when you have to collect.

Why does share capital not tell you how solid an srl is?

Because it is the sum the shareholders have committed to contribute, not what the company owns today. Profits and losses move it away from reality: an srl with 10,000 euros of capital may have negative net equity, while one with 1 euro may have built up a substantial one through profits.

Solidity is measured by net equity, that is, what the company owns less what it owes, and it is read in the financial statement filed with the Registro Imprese (Companies Register). For the reduced-capital srl, art. 2463 requires setting aside to reserve at least one fifth of net profits until the reserve and the capital together reach 10,000 euros; the reserve may be used only to increase capital or cover losses. But it is fed only by profits: a company that makes losses accumulates nothing.

What to look at instead of share capital?

Five public data points: net equity from the last filed financial statement, the date of that statement, protests and insolvency proceedings, shareholders, directors and beneficial owner, and an estimated credit line to compare with what you are about to expose yourself to.

• Net equity: if it is negative, debts exceed what the company owns. To read it without being an analyst, see how to tell from the financial statements whether a company is in difficulty.
• Date of the last financial statement: one more than 18 months old is an old snapshot. A newly incorporated company may not have one yet: see how to assess a company with no filed financial statements.
• Protests and insolvency proceedings against the company, with source and date.
• Shareholders, directors and beneficial owner: with minimum capital, the people behind the company weigh more.
• Estimated operating credit line: an order of magnitude of the exposure the company can sustain, always an estimate.

The subscribed and paid-in capital appears in the Registro Imprese extract; the simplified srl must also state it in its deeds, correspondence and on its website space (art. 2463-bis).

How to protect yourself if you work with a minimum-capital srl?

With standard contractual tools, proportionate to the exposure: advance payment or down payment, staged deliveries, a modest initial credit line that grows with punctual payments, and a personal guarantee from a shareholder or director. These are prudential criteria, not obligations: the decision remains yours.

• Advance payment or down payment upon order confirmation: it shifts part of the risk before delivery.
• Staged deliveries: the next part is delivered only after payment of the previous one, so that the exposure remains that of a single tranche.
• Modest initial credit line, to be widened after a few orders paid on time: see how much credit to grant a customer with no credit history.
• Personal guarantee from the shareholders: with a surety bond the guarantor binds themselves personally towards you (art. 1936 c.c.) and answers with their own assets; if it covers future supplies, it must state the maximum guaranteed amount (art. 1938 c.c.). Have the text drafted by a lawyer and check who signs: see how to check a guarantor or surety.

What does the Verifica report show about a minimum-capital srl?

The Verifica report (19€) compares the exposure you declare with the estimated operating credit line and flags, with source and date, the cases that matter here: negative net equity or net equity below two thirds of the capital, capital below one tenth of the declared exposure, a company incorporated less than 12 months ago, a last financial statement more than 18 months old.

It also shows protests and insolvency proceedings, shareholders, directors, beneficial owner and, when the source provides them, net equity and the date of the last financial statement. A missing data point remains absent, never estimated.

The micro-product Rating and operating credit line (9.90€) shows only rating and estimated credit line: with a minimum-capital srl you also need the financial statement and the people behind the company, so the full report is better here. Neither of the two says whether the company will pay: they show public facts and an estimate.