The endorsement of the company books is one of the operations that every newly established SRL is required to carry out. Let’s see together how to do it correctly through its three phases of stamping, endorsement and payment of the tax and what happens if you are not punctual in the fulfillment.

Endorsement of company books: when it is compulsory and when one is exempt

Company books are registers with which a whole series of events or information relevant to the company is kept track. The companies have different obligations depending on the type (eg SRL or SPA). For SRL and SRLS the mandatory books are:

  • the shareholders ‘decision book where the results of the votes of the shareholders ‘ meeting have reported
  • the book of directors’ decisions which contains the resolutions of the administrative body (director or Board of Directors)
  • only when the board of statutory auditors is present in the organization of the company, is the book of decisions of the board of statutory auditors, which reports the decision-making activities of the statutory auditors, also mandatory

To keep the company books correctly, an SRL must carry out the validation correctly in its three different phases:

  • the marking  of books
  • the endorsement of the pages
  • the payment of an annual government grant fee.

Stamping and endorsement must be carried out for the first time immediately after the establishment of the company and subsequently every time the available pages of the book you already own are exhausted. The government concession tax, on the other hand, must be paid every year by March 16th.

endorsement of company books SRL new constitution

1. Stamping of corporate books

The first step of a correct endorsement is the payment of the stamp duty. This process is called ” stamping” because until recently it was carried out by inserting special stamps in the company books (now you can also pay electronically). Revenue stamps are stickers that can be glued on public deeds and documents to prove the payment of the related taxes.

The procedure begins with the counting and progressive numbering of all the pages that make up the book. At this point you will have to pay a € 16 stamp duty for every 100 pages or fractions of 100. For example, if the book has 217 pages you will have to pay € 16×3 = € 48 stamp duty.

You can pay this tax in two different ways:

  • online, using an F23 form to be paid through your bank or on the Revenue Agency website. Once the payment has been made, the details of the payment will be shown in the book
  • attacking on the books the required number of brands stamp duty of € 16. These can be purchased in any tobacconist’s or authorized public service (e.g. gaming offices) and must be pasted on the last page of the book.

2. Endorsement of the SRL and SRLS company books

The next step is the actual endorsement. The endorsement is the operation that serves to certify the authenticity of a document and prevent future alterations. It consists in affixing the seal of a public official (eg notary’s stamp) on each page so that these cannot be replaced or reversed in order. This operation can be carried out by a notary or by an authorized officer of the Register of Companies.

The cost of the endorsement depends on the person who carries it out:

  • in general, if carried out by the notary, the average cost is € 150 + VAT
  • if carried out at the Chamber of Commerce the cost is lower. In fact, € 25 of secretarial fees are paid for each book or register

The difference, as well as in the price of course, lies in the fact that by carrying out the operation at the notary, he will take care of all the phases and will be able to guarantee its correctness, while the operation at the chamber of commerce, although cheaper, must be carried out independently and will expose you to the risk of making mistakes. In fact, the books must be provided by the entrepreneur, respect certain characteristics and report a series of data correctly to avoid any sanctions.

3. Tax for endorsing corporate books

Finally, the last step to successfully complete the endorsement is the payment of the government license fee . For SRLs it is a lump sum that varies according to the share capital. The  amount due is € 309.87 if the share capital is less than or equal to € 516,456.90 and if capital is higher, the amount is € 516.46.

The payment methods vary depending on whether it is a newly established company or an existing company:

  • The newly formed company must make a deposit on a giro account held by the Inland Revenue
  • Existing companies will have to pay via an F24 form

Late or omitted payment of the tax and active repentance

For newly established companies, all the formalities we have seen must be carried out before submitting the declaration of the start of business which is generally carried out by the accountant at the time of opening the company’s VAT number. For this reason, the first endorsement is made already at the time of the establishment of the company by the notary. Existing companies, on the other hand, will have to fulfill these obligations every year by March 16.

The ‘ non-payment of the annual fee for authentication of corporate books is punished with an administrative fine ranging from 100% to 200% of the tax due. If you are late with payments but the dispute has not yet arrived, you can regularize your position with active repentance.  This procedure allows reducing the penalties to be paid. The sooner the situation is regularized, the lower the penalty will be.