When Srls qualify as SMEs?
Limited Liability Companies (Srl – società a responsabilità limitata) may qualify also as Small and Medium-sized Enterprises (SME).
As of the date of this article, the requirements for a business to be classified as an SME are as follows:
- employing fewer than 250 employees, and
- having an annual turnover not exceeding EUR 50 million, or
- having an annual balance sheet total not exceeding EUR 43 million.
What are the advantages of SME Srls?
The Italian law grants several exemptions to SME Srls compared to the codified discipline of limited liability companies. Among these, we recall:
- the possibility to issue special categories of shares (quotas) with different rights, the determination of which – quite open, subject to the non-derogable limits of the law, such as the leonine pact – is left to the articles of association
- the possibility to issue “standardized” shares, meaning shares of equal value (divided into units of measurement like the shares of joint stock companies) and conferring equal rights among them
- the possibility to carry out transactions on its own quotas, provided they are framed within the scope of plans to incentivize the company’s collaborators that envisage the allocation to them of shares of capital
- the possibility to carry out public offerings of quotas also through equity crowdfunding portals
- the possibility to dematerialize the quotas, provided they are standardized quotas and the shareholders’ register is kept
This last possibility was introduced by the “legge capitaliw” (act of 5 March 2024, no. 21, art. 3) which amended art. 26 of the decree of 18 October 2012, no. 179, converted, with amendments, by the act of 17 December 2012, no. 221.
In essence, it will be possible for SME Srls to issue dematerialized and therefore electronic quotas and manage them through a centralized management system, exactly as is the case for listed joint stock companies.