San Marino company formation requires a clear plan for ownership, business activity and taxation. For 2026, entrepreneurs must distinguish the company’s income tax from the shareholder’s dividend tax. They must also assess where the company is managed and where the shareholder actually lives.
This guide explains the ordinary rules for a San Marino company and an individual shareholder. It also identifies the conditions behind the new-business incentive. The legal framework below was checked on 14 September 2026.
San Marino company formation: the legal steps
First, select a corporate form and define the proposed activity. Common forms include the società a responsabilità limitata (S.r.l.) and the società per azioni (S.p.A.). Foreign nationals may be shareholders and directors, subject to the applicable eligibility checks.
The ordinary minimum capital is €25,500 for an S.r.l. and €77,000 for an S.p.A. Special capital arrangements and regulated activities require a separate check. Share capital is funding for the company; it is separate from professional fees and registration costs. A local notary should confirm the applicable payment timetable for the chosen structure.
Under Law No. 47/2006, as amended, incorporation requires a public deed before a San Marino notary. The deed includes the articles of association. Registration gives the company legal personality. Certain activities require prior clearance or additional authorisation. See the Consulate’s company formation guidance and the Government’s business and company-register guidance.
For a practical assessment, prepare the ownership structure, directors’ details, proposed premises and business plan. Identify the ultimate beneficial owners and explain how the business will be funded. Next, coordinate the notarial work, registration and authorisation to operate. Arrange accounting and banking support before the first transactions. Bank account approval remains subject to the bank’s own checks.
San Marino company formation and corporate tax in 2026
San Marino’s general income tax is known as Imposta Generale sui Redditi, or IGR. Article 54(6) of Law No. 141 of 12 November 2025 sets a temporary 18% rate for the tax periods 2026, 2027, 2028, 2029 and 2030. It replaces the 17% rate for the income covered by that provision, including corporate income under Article 43 of Law No. 166/2013.
The rate applies to taxable income, rather than turnover or money moving through a bank account. The taxable result depends on the applicable rules for revenue, deductible costs and adjustments. Consequently, an older presentation referring simply to 17% does not describe the ordinary 2026 rate. Source: Law No. 141/2025, Article 54(6), official legislative text reproduced in PDF.
When can a new company obtain the reduced 9% rate?
Article 73 of Law No. 166/2013, as amended, provides a 50% reduction of the applicable rate for the first five eligible tax periods. Therefore, when the ordinary rate is 18%, the reduced rate is 9%. A company does not qualify simply because it has just been incorporated.
The principal conditions for a company include the following:
- The company must be newly established.
- Its shareholders and beneficial owners must meet the rules concerning similar business activities during the preceding twelve months.
- At least one employee must be hired within six months of the authorisation to operate. The provision permits a director to count if employed full time, under the stated conditions.
- A further employee must be hired within twenty-four months of that authorisation.
- The relevant ownership and employment requirements must continue to be satisfied.
The benefit is elective. Its starting point may be postponed within the statutory limit, no later than the first tax period following the start of the new activity. Eligibility must therefore be assessed alongside a realistic staffing plan and the actual commencement date.
Ufficio Attività Economiche Circular No. 4/2026, dated 19 February 2026, explains how the new-activity conditions operate. It addresses changes of legal form, transfers of businesses and continuity with previous activity. It also looks through corporate shareholders and fiduciary arrangements to the relevant owners and beneficiaries. Exceptions and special cases must be checked against the circular. Losing a statutory requirement can remove the relief for the current and subsequent tax periods. Sources: consolidated IGR legislation, Article 73 (official download) and UAE Circular No. 4/2026, official circular reproduced in PDF.
The 5% dividend tax and becoming resident in San Marino
Article 103(6) of Law No. 166/2013 provides a 5% final withholding tax in San Marino on profits distributed and paid by resident capital companies to individuals. Accordingly, an individual who is genuinely tax resident in San Marino and receives a dividend from such a company generally falls within that domestic rule.
However, residence is not what creates the 5% rate. The provision also covers payments to non-resident individuals. Residence matters because another country may tax the recipient’s income. A 5% deduction in San Marino does not establish that a shareholder living abroad has paid all tax due worldwide.
For example, an individual who remains tax resident in Italy must assess Italian taxation, the applicable treaty and any available double-taxation relief. The same separate analysis is needed for residents of the United Kingdom or another country. Foreign tax credits are subject to specific rules and documentation; they should not be assumed automatically.
Corporate shareholders have a different rule. Article 103(6) provides an exemption from the withholding for recipients other than individuals, subject to a declaration that they do not act on behalf of an individual. That provision should not be used as a shortcut to describe every holding or fiduciary arrangement as tax exempt. Source: consolidated IGR legislation, Article 103(6).
A numerical example: company tax and dividend tax
Assume €100,000 of taxable corporate profit, an individual shareholder and a lawful distribution of all profit remaining after corporate tax. The following simplified calculation isolates the two San Marino taxes:
| Calculation | Ordinary company | Qualifying new company |
|---|---|---|
| Taxable corporate profit | €100,000 | €100,000 |
| Corporate IGR | 18% = €18,000 | 9% = €9,000 |
| Profit after corporate IGR | €82,000 | €91,000 |
| 5% dividend withholding | €4,100 | €4,550 |
| Net dividend | €77,900 | €86,450 |
| Combined San Marino tax / initial profit | 22.10% | 13.55% |
The 5% applies to the dividend after company tax. Thus, the combined ordinary burden in this example is 22.10%, rather than 5% or a simple addition of 18% and 5%.
This illustration assumes that accounting profit available for distribution equals the post-tax amount shown. It excludes reserve requirements, losses, adjustments, costs, social contributions, indirect taxes and any foreign tax. The reduced-rate column applies only where all incentive conditions are met. It is not a quotation of a client’s overall tax burden.
Residence requires a separate legal assessment
Company registration and personal residence are separate matters. Incorporating a company does not itself grant a residence permit or settle the shareholder’s tax residence.
Article 10(2) of the IGR law identifies alternative domestic residence criteria. These concern registration as resident for most of the tax period, living in the territory for most of that period, or having the centre of vital interests there. The relevant facts must be assessed alongside any competing residence claim by another state.
Where a tax treaty applies, its residence rules must also be considered. For an individual with ties to Italy, this includes the treaty’s sequence concerning a permanent home, centre of vital interests, habitual abode and subsequent tie-breakers. An address, a company or a formal registration alone may not resolve competing claims. Source: San Marino’s official circular on Article 4 of the Italy–San Marino tax treaty.
For this reason, review the proposed move before fixing a dividend payment date. The review should cover family and economic ties, actual presence, accommodation, the business’s management and the relevant tax year. Administrative permission to reside and tax residence should each be documented.
Foreign dividends follow a different rule
A dividend paid by a company outside San Marino is a foreign-source dividend for this analysis. It must not be confused with a dividend from the San Marino company described above.
Article 13(1)(g) and (2)(e) of Law No. 166/2013 provides an optional separate tax regime for foreign dividends at 3% on the amount received net of foreign source taxes (netto frontiera). Article 103(7) deals with collection through a San Marino financial intermediary. The election, payment channel and source-country tax treatment need their own review. This does not mean a 3% worldwide effective tax rate. Source: consolidated IGR legislation, Articles 13 and 103.
Business substance, banking and continuing obligations
A sound San Marino company formation plan explains what the business will do and where decisions will be made. It also identifies the people, premises and resources needed for those activities. Cross-border management can raise residence or permanent-establishment issues, so incorporation documents should reflect the operating reality.
Budget for accounting, annual filings, authorisations, employment costs and transaction-specific taxes. Where the company pays interest, rents or other cross-border amounts, check the applicable withholding separately. The Finance Department’s Circular No. 1/2026 of 5 August 2026 provides recent guidance on specified payments to non-residents, including interest and leasing or rental income. It does not replace the dividend rule explained above. Source: Finance Department Circular No. 1/2026.
Our international company formation service coordinates the legal structure with the intended activity. Related assistance covers international tax coordination and foreign bank account applications.
Discuss San Marino company formation with the Studio
Contact Avv. Daniele Bertaggia, Founder and Managing Partner, to discuss the legal and tax coordination of your project. Dr. Gustavo Scriffignano supports corporate and banking matters. Justyna Pisyak coordinates appointments through the secretariat.
In your initial enquiry, outline your current country of residence, proposed business activity, ownership structure and whether you intend to relocate. The Studio can then identify the questions requiring local professional coordination and propose the next steps.
[email protected] · UK contact: +44 7865631327
General legal information, checked on 14 September 2026. Application depends on the facts, the relevant tax period and the law in each country involved. A tailored assessment is required before incorporation, relocation or a dividend distribution.