Which legal forms can be used for a business in San Marino, and how do they differ in liability?

A business can use an impresa individuale, lavoro autonomo, SNC, SRL or SPA, subject to the relevant access rules. SNC partners have joint and unlimited liability, while SRL and SPA generally limit liability to company assets.

Which authority authorizes a business to operate in San Marino, and when does its licence become effective?

The Ufficio Attività Economiche (UAE) issues the Autorizzazione ad operare for industrial, service, artisanal, retail and wholesale activities. It becomes effective when the UAE receives it or on a requested future date no more than 30 working days later.

What minimum capital and filing steps apply when forming an SRL or SPA business in San Marino?

The standard minimum capital is €25,500 for an SRL and €77,000 for an SPA; an SRL may use a €9,000 derogation if the full cash contribution is made within 60 days. A San Marino notary prepares the public deed and Statuto, and OPEC deposits them in the Registro delle Società.

Which taxes and recurring filings does a company operating in San Marino usually face?

Ordinary corporate IGR is generally 17% of taxable profit, while San Marino has no IVA and generally applies a 17% monofase import tax, subject to exceptions. Companies file annual XBRL financial statements through OPEC, submit IGR declarations through the PA portal and maintain their annual licence.

What must a foreign business do to operate in San Marino for more than 180 days?

It generally needs UAE authorization, must meet the same substantive rules and must provide ownership transparency. A local preposto domiciled with a San Marino commercialista or avvocato/notaio is also required.

What steps complete the closure of a registered business in San Marino?

Voluntary closure requires liquidation documents, notification to the Tribunal Cancelleria or Commissario della Legge, registry updates and final radiazione by the UAE. Dissolution is not complete until radiazione is recorded; administrative compulsory liquidation is opened by the Banca Centrale di San Marino under the applicable procedure.

Business in San Marino

Business in San Marino can take the form of an impresa individuale, lavoro autonomo, or a company such as an SNC, SRL or SPA. Economic activity generally requires authorization from the Ufficio Attività Economiche (UAE), followed by a COE and activity licence, while companies also register through the Registro delle Società. The choice affects personal liability, minimum capital, tax treatment and filing duties. Ordinary taxable company profit is generally subject to 17% IGR, and imports generally carry a 17% monofase tax, with exceptions and conditional incentives.

Tip

Choose the simplest form that matches your work, staffing, liability exposure and growth plans. Lavoro autonomo may fit qualifying solo work without employees, while an SRL or SPA may be more suitable when separate legal personality or limited liability matters. Confirm the UAE authorization, sector permissions, tax treatment and recurring filing duties before committing funds or starting activity.

byGiulia&Lorenzo

San Marino's formal business framework covers several legal and practical forms. An impresa individuale is run by a resident natural person. Lavoro autonomo covers qualifying self-employed work without employees, including the person's own non-subordinate intellectual, administrative, artistic, sporting or skilled manual service. A company can be formed as a Società in Nome Collettivo (SNC), Società a Responsabilità Limitata (SRL) or Società per Azioni (SPA). SNC partners have joint and unlimited liability, while SRL and SPA generally limit liability to company assets. A resident individual or legal person normally needs an Autorizzazione ad operare from the Ufficio Attività Economiche (UAE) before starting economic activity. The licence categories include industrial, service, artisanal, retail and wholesale activities. One or more licences may be possible, subject to incompatibilities and any sector-specific qualifications or nulla-osta from the Congresso di Stato. The authorization takes effect when the UAE receives it or on a requested future date up to 30 working days later. The COE application is automatic and free; after payment, the licence is released, followed by controls generally within the applicable 30- or 15-working-day period. Company formation uses a public deed and Statuto prepared through a San Marino notary. The OPEC procedure deposits the deed in the Registro delle Società; the deposit deadline is no more than 15 working days, and the official decision takes approximately 3 working days. The company acquires legal personality when registered. Standard minimum capital is €25,500 for an SRL and €77,000 for an SPA. An SRL may use the €9,000 derogation when the full cash contribution is made within 60 days. A sector may require higher capital or additional permission. The 2026 electronic practice fee is €350 for an SRL, €500 for an SPA and €170 for an SNC, excluding notary, consultancy, capital, premises and sector-permit costs. A foreign company or self-employed provider operating in San Marino for more than 180 days follows the UAE authorization process and the same substantive rules, with ownership transparency and a local preposto domiciled with a San Marino commercialista or avvocato/notaio. Foreign construction or installation activity lasting 2 to 30 days generally uses a 15-day authorization, limited to two authorizations per year and valid for up to 90 days. A one-day activity uses an activity notification. Sector-specific rules can change these requirements. A business must maintain its annual licence and pay the related tax under Annex C. Companies file annual financial statements in XBRL through OPEC and update the Registro delle Società when the name, seat, capital, ownership interests or shares, purpose, directors, auditors, transformation, merger, split, sole shareholder status or pledges change. The public register records ownership and management, capital, purpose, balance-sheet deposit dates, liquidators and court measures. IGR declarations are filed through the PA portal; companies and other taxable businesses generally settle the June balance and make two advance payments under current PA guidance. San Marino has no IVA. The monofase import tax is generally 17%, with reduced categories and possible refunds on re-export. Ordinary corporate IGR is generally 17% of taxable profit. A qualifying new business may receive an 8.5% rate for its first five years and exemption from certain release or renewal fees for its first three years, but eligibility conditions apply. Separate regimes cover innovative start-ups and some investment or reinvestment incentives. Public procurement requires registration in the Registro Unico dei Fornitori, and a digital domicile may be relevant for foreign businesses. Changes such as transferring shares or assets, changing capital, purpose, seat or management, or carrying out a transformation, merger or split are normally filed through OPEC and the Registro delle Società. A typical Registry response takes about 5 working days. ASE-CC can provide non-mandatory assistance with formation, certificates, registry extracts, financial statements, digital signatures and internationalization. Voluntary closure requires assembly minutes, notification to the Tribunal Cancelleria or Commissario della Legge, the UAE registry entries, liquidator changes, revocation and final radiazione. Court liquidation follows the applicable procedures under Law 47/2006. Liquidazione coatta amministrativa under Law 165/2005 is opened by the Banca Centrale di San Marino (BCSM), which appoints the liquidator. Dissolution is not complete until radiazione is recorded. In 2026, the tax-office practice fee for a liberatoria radiazione is €30 for an analogue filing or €15 electronically.