Your first pre-seed round in Italy: instruments, timelines and documents

For a first pre-seed round in an Italian SRL there are two main routes: a capital increase with investors entering directly, or an instrument that converts into quotas later, such as a SAFE. In 2026 the second became more attractive for individual investors: with ruling no. 137 of 8 July 2026, as reported by the specialist press, the Italian Revenue Agency (Agenzia delle Entrate) treated SAFEs as "in convertendo" investments, with a 65% personal income tax deduction from the year of the bank transfer. Either way, the choice must be made with a lawyer and an accountant, because it changes bylaws, governance and tax.

In short

• Capital increase: the investor joins the capital immediately. The Civil Code gives existing shareholders a proportional subscription right, unless the bylaws allow an offer to third parties.
• SAFE: an agreement to receive quotas in the future when defined events occur. Ruling 137/2026 treated it as an in convertendo investment for the 65% deduction.
• Tax conditions reported by the press: funds in a non-distributable reserve, a bank transfer with the correct reference, an application on the MIMIT platform before the transfer, a holding period of at least three years.
• Timelines: a network such as IAG states 1-2 months for selection and 3-4 months for due diligence and closing.
• Documents: deed and bylaws, cap table, term sheet, shareholder agreements, financial plan, key contracts.

Instrument 1: capital increase

This is the most straightforward form. The company resolves a capital increase, often with a share premium, and the investor subscribes the new quotas. Article 2481-bis of the Civil Code provides that, for an increase through new contributions, existing shareholders have the right to subscribe it in proportion to their holdings. The bylaws can allow the increase to be offered to third parties; in that case shareholders who did not consent have a withdrawal right.

Other points from the same article:

• the resolution sets the subscription deadline, which cannot be less than thirty days;
• at subscription, at least 25% of the subscribed capital must be paid, plus the full share premium if any.

Pros: clear structure, the investor is a shareholder from day one, the valuation is set. Cons: you must set a valuation today, and it goes through a notary.

Instrument 2: SAFE and in convertendo instruments

The SAFE (Simple Agreement for Future Equity) comes from US practice: the investor pays now and receives equity when a future event occurs, usually a later round, on terms set in the contract.

What ruling 137/2026 clarified, according to PMI.it, Informazione Fiscale and Diritto Bancario:

• the SAFE falls within "in convertendo" investments under art. 29-bis of Decree-Law 179/2012;
• the 65% deduction applies from the tax year of the bank transfer, without waiting for conversion;
• the funds must be booked in a non-distributable equity reserve exposed to business risk;
• non-conversion, or using the reserve to cover losses, does not cancel the benefit;
• returning the money within three years cancels the benefit.

PMI.it also reports these limits of the regime: the startup must have been in the special section for no more than three years, a maximum investment of 100,000 euro per tax year, the investor's stake no higher than 25%, compliance with de minimis limits, and an application on the MIMIT platform filed before the transfer. The same source notes that the 30% incentives under art. 29 are no longer available from 1 January 2026. We could not open the text of the ruling directly on the Agency's website: before relying on it in a real deal, have your accountant read it.

Pros: defers valuation, faster contract. Cons: it must be adapted to Italian company law, and the reserve and conversion mechanics must be drafted carefully.

Other instruments

Convertible loans and participating financial instruments ("strumenti finanziari partecipativi") also exist. Whether and how an SRL can use them depends on its bylaws and the applicable rules, including innovative startup status: this is an assessment for a professional, not something to copy from a template found online.

Realistic timelines

Based on the timelines stated by Italian Angels for Growth, a round with a structured network takes 1-2 months of scouting and selection and 3-4 months of due diligence and closing. Above 200,000 euro in commitments, IAG runs commercial, legal, tax and patent due diligence. Plan your cash accordingly: founders who start raising with three months of runway negotiate badly.

Documents to prepare

1. Corporate: deed of incorporation, current bylaws, company register extract, minutes of relevant resolutions.
2. Cap table: who owns what, today and after the round, including any convertible instruments.
3. Term sheet: amount, instrument, valuation or conversion mechanism, investor rights.
4. Shareholder agreements: vesting, leaver, drag-along, tag-along, reserved matters.
5. Financial plan: use of funds and the milestones the round must fund.
6. Key contracts: customers, pilots, critical suppliers, contractors, IP assignment.
7. Status: if you are an innovative startup, evidence of registration and requirements.

What to do before opening the round

1. Decide how much you need and to reach which measurable milestone.
2. Check with your accountant whether your investors care about the 65% deduction and what conditions it imposes.
3. Choose the instrument with your lawyer: capital increase or an adapted SAFE.
4. Prepare the data room and term sheet before the first meetings.
5. Check that your bylaws allow the transaction, for example offering quotas to third parties.
6. If you want to talk through your round structure, contact us.

Sources

• Italian Civil Code, art. 2481-bis, capital increase (Brocardi)
• PMI.it, SAFE contracts and the 65% deduction
• Informazione Fiscale, innovative startups and SAFE contracts
• Diritto Bancario, SAFE: the Revenue Agency's clarifications
• Italian Angels for Growth, startup section

This article is not legal or tax advice: every round must be structured with a lawyer and an accountant.

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