Business Structures in San Marino

San Marino offers several business entity types to suit different business needs. This guide provides a detailed comparison of each structure, including legal requirements, liability, and tax implications.

Limited Liability Company (S.r.l.)

The Societa a Responsabilita Limitata (S.r.l.) is the most popular business structure for small to medium-sized enterprises in San Marino.

• Minimum Share Capital: No minimum (some types) or €1
• Shareholders: Minimum 1, no maximum
• Directors: Minimum 1 (may be individual or corporate)
• Liability: Limited to share capital
• Taxation: Subject to CIT at 17%
• Audit: Required only above certain thresholds

Simplified S.r.l. (S.r.l.s.)

A simplified version of the S.r.l. designed for small businesses and startups:

• Minimum Share Capital: €1
• Shareholders: Maximum 3
• Simplified Registration: Reduced paperwork and costs

Joint-Stock Company (S.p.A.)

The Societa per Azioni (S.p.A.) is suitable for larger enterprises:

• Minimum Share Capital: €120,000
• Shareholders: Minimum 2
• Directors: Minimum 3 (board of directors)
• Liability: Limited to share capital
• Audit Requirements: Mandatory annual audit
• Taxation: Subject to CIT at 17%

Branch of a Foreign Company

A branch allows foreign companies to operate in San Marino without incorporating a separate legal entity:

• Liability: The parent company is fully liable for branch obligations
• Registration: Must register with the Companies Register
• Local Representative: Must appoint a resident representative
• Taxation: Branch profits taxed at CIT rate of 17%
• Financial Statements: Must file branch financial statements

Sole Proprietorship

The simplest business structure for individual entrepreneurs:

• Registration: Simple registration with the business registry
• Liability: Unlimited personal liability
• Taxation: Income taxed at personal PIT rates (0-35%)
• Social Security: Must register with SSD

Partnership

General partnerships and limited partnerships are available:

• General Partnership (S.n.c.): Partners have unlimited joint liability
• Limited Partnership (S.a.s.): Mix of general and limited partners
• Taxation: Profits are taxed at partner level (transparent entity)

Comparison Table