Secretarial fees
Payable to the Chamber of Commerce with territorial jurisdiction, with an amount that varies by type of filing.
Companies · Chamber of Commerce filings
Filing financial statements with the Business Register
Thirty days from approval, XBRL format, a complete file and a digital signature. It is a mechanical procedure, but it is also one where mistakes are paid for with penalties charged personally to each director.
01 · The obligation
Who must file, and what
Filing with the Registro Imprese (the Italian Business Register kept by the Chamber of Commerce) is compulsory for all limited companies: SRL, SRLS, SPA, SAPA and cooperatives. It also applies to dormant companies, which file financial statements with minimal figures.
Partnerships do not file financial statements, but they remain subject to the other Chamber of Commerce obligations.
The filing is the responsibility of the directors. In practice it is prepared and transmitted by the appointed professional, who adds their own digital signature as the delegated filer after receiving a specific mandate.
Filing is not simply sending files: the whole package must be internally consistent, with amounts that match across the statements, the notes to the accounts and the minutes. Inconsistencies trigger requests for correction that lengthen the process and can cause the deadline to be missed.
02 · Due dates
When the financial statements must be filed
The deadline is thirty days from the date on which the shareholders' meeting approves the financial statements, not from the end of the financial year.
For a company whose financial year matches the calendar year and which approves within one hundred and twenty days, this means filing by the end of May. If approval takes place within the longer period of one hundred and eighty days, the filing moves back accordingly.
- 31 DecemberEnd of the financial yearFor companies whose financial year matches the calendar year
- Within 120 daysOrdinary approvalShareholders' meeting, normally by 29 or 30 April
- Within 180 daysDeferred approvalOnly in the cases allowed by the articles of association, with reasons given by the directors
- 30 days from approvalFilingElectronic transmission of the file to the Business Register
- Within 30 days of the deadlineReduced latenessThe penalty is reduced by one third if the filing is made within this period
The penalties
They are administrative and fall on each director, not on the company. On a board of three members they are multiplied by three.
- Ordinary penalty for failure to file or late filing, for each director
- Reduction of one third if the filing is made within thirty days of the deadline
- A higher amount for companies without a collective management body in certain cases
- Prolonged failure to file can lead to the company being struck off the Business Register ex officio
03 · Documents
What the filing contains
The XBRL format structures the data according to a standard taxonomy, updated periodically by the competent body. Each item in the financial statements must be matched to the correct element: a wrong match produces financial statements that are formally filed but with figures that cannot be compared, and in some cases the filing is suspended.
The notes to the accounts in XBRL are not an automatic conversion of the text: they require the tables set out in the taxonomy to be filled in. This is the part that needs the most care and where requests for correction are concentrated.
- Financial statements in XBRL format: balance sheet, income statement and, where compulsory, cash flow statement
- Notes to the accounts, also in XBRL under the current taxonomy
- Management report, where the exemption does not apply
- Minutes of the shareholders' meeting approving the accounts, with the resolution on how the result is allocated
- Report of the board of statutory auditors or of the statutory auditor, if appointed
- List of shareholders at the date of approval, for companies required to file it
- Declaration of conformity with the originals, made by the appointed professional
04 · Fees and duties
How much filing costs
Filing involves paying secretarial fees (diritti di segreteria) to the Chamber of Commerce and stamp duty, both paid electronically at the time of transmission.
The amounts are set nationally and vary according to the type of filing and the legal form of the company. Social cooperatives and some other categories are exempt.
On top of these comes the professional fee for preparing the XBRL file and transmitting it, which is separate from the fee for drawing up the financial statements.
Stamp duty
Paid virtually at the time of electronic transmission.
Digital signature
Needed to sign the filing: that of a director or of the delegated professional.
Annual fee
A separate item from the filing, due every year by the payment deadline for income taxes.
05 · To avoid
The mistakes that get a filing suspended
Minutes with an inconsistent date
The approval date in the minutes must be compatible with the deadlines in the articles of association and with the filing date.
Amounts that do not match
The totals in the XBRL statements must match those cited in the notes to the accounts and in the minutes.
Outdated taxonomy
A new version is published every year: using the previous year's gets the filing rejected.
Allocation of the result missing
The minutes must contain the resolution on how the profit is allocated or how the loss is covered.
Auditors' report missing
If a board of statutory auditors has been appointed, its report is a required part of the file.
Legal reserve not set aside
Until it reaches one fifth of the share capital, at least 5% of the profit must go to the legal reserve.
A suspended filing does not stop the clock: if the correction arrives after the thirty days, the filing is late in every respect. That is why it is wise not to submit it on the last possible day.
Frequently asked
The questions that keep coming up
Does the deadline run from the end of the financial year or from approval?
From approval. The thirty days are counted from the date of the minutes of the shareholders' meeting that approved the financial statements, not from 31 December.
It is the most common calculation error, and it leads to late filings even in companies that approved their accounts on time.
Do I have to file even if the company is dormant?
Yes. The obligation applies regardless of whether the company is trading. A company with no transactions still files financial statements, with minimal or zero figures.
Repeated failure to file is one of the grounds that can lead to the company being struck off the Business Register ex officio.
Who signs the filing?
The filing is signed digitally by a director, or by the appointed professional who acts as the person delegated to file, declaring that the documents conform to the originals.
Delegating to a professional is the most common arrangement, and it does not transfer responsibility for the obligation, which stays with the directors.
Can I file financial statements that have not been approved?
No. Filing presupposes approval by the shareholders' meeting, and the minutes are a required part of the file.
If the meeting is not held on time, the problem is not the filing but the approval: the meeting must be called, even late, and the thirty days run from then.
How long does it take to prepare the filing?
With the financial statements already approved and the file complete, preparing the XBRL and sending it takes a few working days.
It takes longer when documents are missing from the file or when the notes to the accounts have to be reworked under that year's taxonomy. It is wise to allow at least two weeks' margin before the deadline.
Let's talk
Thirty days from approval, not from the end of the financial year
This is the most frequent confusion. The deadline runs from the date of the minutes of the shareholders' meeting, and has to be calculated from there.