Minutes of an S.r.l. meeting approving the annual accounts (Italy)
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This document is in Italian
The PDF you download is in Italian — that is the language it has to be filed in, so it is not translated. Everything on this page is here to tell you what it says.
For the members of an Italian S.r.l. approving the annual accounts: the minutes in Italian of the ordinary meeting, with chair and secretary, the call or a fully attended meeting, members present and holdings, the vote, the year's result and the allocation of profit or cover of a loss. The accounts must be put to the members within 120 days of the year end, or 180 if the articles allow (art. 2478-bis of the Italian Civil Code), and filed with the Companies Register within thirty days of approval. The accounts themselves, prepared by the directors, are attached.
- Made for use in Italy
- Last updated October 14, 2026
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When to use this document
- Your company's annual accounts in Italy are ready and the members have to approve them.
- Your accountant has asked for the meeting minutes in order to file the accounts.
- The year closed with a profit and the members must decide what to do with it.
- You need minutes of the members' meeting approving the annual accounts.
What you fill in
The details the document asks for.
- Company name
- Registered address
- Capital amount
- Company's codice fiscale (also its companies-register number)
- REA number (Chamber of Commerce economic and administrative index)
- Date of the meeting
- Time of the meeting
- Place of the meeting
- Financial year
- Financial year end date
- Chair
- Secretary
- How the meeting was called
- Share capital represented (as a percentage)
- Members present (in person or by proxy) and their holdings
- Net result (profit or loss)
- Result of the vote
- Allocation of profit or cover of loss
- Time the meeting closed
- City
- Date
Common questions
- By when must an Italian S.r.l. approve and file its annual accounts?
- The directors put the accounts to the members within 120 days of the financial year end; the articles may allow 180 days for companies preparing consolidated accounts or with particular needs linked to their structure and business, which the directors must explain (arts. 2364 and 2478-bis of the Civil Code). For a year ending on 31 December, the ordinary deadline is 30 April. Within thirty days of approval the accounts, with the minutes, are filed with the Companies Register.
- How is profit allocated in the minutes approving an Italian S.r.l.'s accounts?
- First, one twentieth of the profit goes to the legal reserve until that reserve reaches one fifth of the share capital (art. 2430 of the Civil Code, which applies to the S.r.l.); if the capital is below €10,000, at least one fifth of the profit, until reserve and capital together reach €10,000 (art. 2463(5)). The members may distribute the rest, put it to reserves or carry it forward, within the limits of the articles; a loss is covered from reserves or carried forward. If the members decide to pay out profits, the minutes must be registered with the Agenzia delle Entrate within thirty days, with the fixed €200 registration tax and stamp duty.
- Must every member sign the minutes approving an Italian S.r.l.'s accounts?
- No: they are signed by the chair of the meeting and the secretary who writes them, and copied into the members' decisions book. The meeting is valid if called as the articles provide or, without a call, if the whole capital is present and all directors and auditors attend or are informed and nobody objects (a fully attended meeting, art. 2479-bis of the Civil Code). The filing with the Companies Register is made with a digital signature, usually through the accountant or an intermediary.
How you can sign this document
- Print it and sign by hand. The signature lines in the document are left blank on purpose — sign on them in ink.
- Sign it yourself with a qualified electronic signature. If you already hold a QES — Evrotrust, B-Trust, StampIT, ZealiD or any qualified provider on the EU Trusted List, on a card, a USB token, in a mobile app or in the cloud — our signing guide explains step by step how to sign this exact file without invalidating it. Step-by-step help, and a way to check it worked
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