The differences, side by side
| S.R.L. | S.A. | |
|---|---|---|
| How the capital is divided | Into quotas | Into shares |
| Transferring to an outsider | Needs the other members' prior and express consent, and they have a right of first refusal | Free, by endorsement, without asking permission |
| Who runs it | One or more managers | A board with president, secretary and treasurer |
| How many people it takes | One can be enough to run it | Three different people on the board, plus a statutory auditor |
| Statutory auditor | Not required | Mandatory, and cannot hold power of representation |
Which one suits you
One question decides it: do you want to be able to stop someone new from getting in? If the answer is yes, the S.R.L. If what you want is for entering and leaving to be quick, the S.A.
| The S.R.L. usually fits when… | The S.A. usually fits when… |
|---|---|
| A few members who know each other — family, two friends, a married couple | There will be several investors, or there will be later |
| You want control over who joins | You need holdings to transfer quickly |
| You do not want to find three people to fill a board | Someone requires that structure to deal with you or raise capital |
| It is to hold a property or protect an asset, with no complex operation | You already have the four people it takes |
What does NOT change between them
A lot of confusion lives here, so it is worth saying plainly. Both are equally liable for tax, both pay the corporate tax, both file the beneficial owners declaration, and both keep their obligations whether they trade or not. Neither is “more serious” or “more respectable” in the eyes of the tax authority.
For a foreign owner
The S.R.L. is what most foreign buyers end up with, and usually for the right reason: a property held by two people who want control over who joins, with no board to staff. Two practical notes:
- You do not need to be a resident to be a member or a manager of either.
- A company that holds property and does nothing else is still a company. It owes the annual tax and its information returns — see the dormant company.
And if you are going to rent that property out, the company becomes the taxpayer: the invoices go out in its name and it files its own returns. The detail is in the Airbnb tax guide.
Whichever you chose, the invoicing is the same
The company's identification goes in once and every document goes out in its name, with the right identification type.
See how it worksAbout this article. The characteristics of each form come from the Commercial Code: the consent requirement and right of first refusal for quota transfers, the composition of the board, and the mandatory auditor in an S.A. Choosing and incorporating either is a matter for a notary.
Verified as of 24 September 2026. This is information, not legal advice.
Sources: Current legal texts (Sinalevi) National Registry