Simple partnership
(società semplice) General partnership
(società in nome collettivo – s.n.c.) Limited partnership
(società in accomandita semplice – s.a.s.)
Non-commercial activity Commercial and non-commercial activity Commercial and non-commercial activity Incorporation
Is not subject to specific form, except for those form required by the nature of the assets contributed (contributions) (art. 2251 c.c.).
Also, there are not rules that provide for the content.
Incorporation
Are provided rules concerning the form and the content of the partnership agreement.
Regular and irregular general partnership
Incorporation
Are provided rules concerning the form and the content of the partnership agreement.
Regular and irregular limited partnership
Contributions
No restriction is provided for the assets which can be conferred as contribution.
It can be conferred any assets (goods or services) that can be economically valued and that is useful for the achievement of the corporate purpose.
Partners use of goods which is owned by the partnership.
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Contributions
No restriction is provided for the assets which can be conferred as contribution.
It can be conferred any assets (goods or services) that can be economically valued and that is useful for the achievement of the corporate purpose.
Partners use of goods which is owned by the partnership.
Regulation for the partnership’s assets and for the integrity of the partnership capital.
Contributions
No restriction is provided for the assets which can be conferred as contribution.
It can be conferred any assets (goods or services) that can be economically valued and that is useful for the achievement of the corporate purpose.
Partners use of goods which is owned by the partnership.
Regulation for the partnership’s assets and for the integrity of the partnership capital.
Partners’ participation in profits and losses Ban of the leonine pact.
Legal criteria provided for the participation in profits and losses.
Right of the partners to have their profits.
Partners’ participation in profits and losses Ban of the leonine pact.
Legal criteria provided for the participation in profits and losses.
Right of the partners to have their profits.
Partners’ participation in profits and losses Ban of the leonine pact.
Legal criteria provided for the participation in profits and losses.
Right of the partners to have their profits.
Partners’ liability for partnership obligations
Partnership
Partners
Partners’ liability for partnership obligations
Partnership
Partners
Partners’ liability for partnership obligations
Partnership
Partners: general partners and limited
Limitation to the unlimited liability Liability of new partners
Liability of ceased partners (relationship dissolution)
Limitation to the unlimited liability Liability of new partners
Liability of ceased partners (relationship dissolution)
partners
Partnership’ liability and partner liability Prior enforcement of partnership
assetsexception
Partnership’ liability and partner liability Prior enforcement of partnership
assetsautomatic
Irregular general partnership
Partnership’ liability and partner liability Prior enforcement of partnership
assetsautomatic
Partner’s personal creditors
1) assert his/her rights to the profits due to the partner/debtor
2) perform conservative acts on the quota due to the partner in the liquidation
Liquidation of the partner’s quota
Partner’s personal creditors
1) assert his/her rights to the profits due to the partner/debtor
2) perform conservative acts on the quota due to the partner in the liquidation
Liquidation of the partner’s quota
Partner’s personal creditors
1) assert his/her rights to the profits due to the partner/debtor
2) perform conservative acts on the quota due to the partner in the liquidation
Liquidation of the partner’s quota Administration
disjunctive administration
conjunctive administration
Administration
disjunctive administration
conjunctive administration
Administration only general partners
disjunctive administration
conjunctive administration Power of representation
To whom it is attributed by law
Limitation of the power of representation
Power of representation
To whom it is attributed by law
Limitation of the power of representation
regular general partnership
irregular general partnership
Power of representation
To whom it is attributed by law
Limitation of the power of representation
regular general partnership
irregular general partnership Managing partners
appointment
removal
powers and duties
Managing partners
appointment
removal
powers and duties
Managing partners general partners
appointment
removal
powers and duties
Non-managing partners
powers of information and control Non-managing partners
powers of information and control Non-managing partners limited partners
powers of information and control
prohibition of interference
--- Partners non-competition duties Partners non-competition duties
Amendments to the instrument of incorporation
consent of all partners
recording in the Business register
Amendments to the instrument of incorporation
consent of all partners
transfer of quotas
recording in the Business register
irregular general partnership
Amendments to the instrument of incorporation
consent of all partners
transfer of quotas (general partners quotas, limited partners’ quota)
recording in the Business register
irregular limited partnership
Dissolution of the relationship between partner
and partnership
death
withdrawal
exclusion (by law or optional) Liquidation of the partner’s quota
Dissolution of the relationship between partner and partnership
death
withdrawal
exclusion (by law or optional) Liquidation of the partner’s quota
Dissolution of the relationship between partner and partnership
death
withdrawal
exclusion (by law or optional) Liquidation of the partner’s quota Partnership dissolution
grounds of dissolution
Partnership dissolution
grounds of dissolution
Partnership dissolution
grounds of dissolution Liquidation procedure and the extinction
procedure
cancellation
Liquidation procedure and the extinction
procedure
cancellation (regular and irregular general partnership)
Liquidation procedure and the extinction
procedure
cancellation (regular and irregular limited partnership)
Company limited by shares (società per azioni - s.p.a.)
Partnership limited by shares
(società in accomandita per azioni – s.a.p.a.)
Company limited by quotas
(società a responsabilità limitata – s.r.l.)
Closed CLS - Open CLS (listed CLS) Simplified CLQ
Incorporation
- by simultaneous incorporation or by public subscription
- form of the instrument of incorporation - content
- conditions for the incorporation (minimum capital required Euro 50.000, …)
- filing and recording of the instrument of incorporation – effects
- business name
transactions carried out before the registration
Incorporation
- content: general and limited partners
- business name
Incorporation
- The incorporation by public subscription is not allowed
- content
- conditions for the incorporation (minimum capital required Euro 10.000, …)
Nullity of the company - cases
- consequences Single-member CLS
- publicity and contributions - liability of the single member
Not possible Single-member CLQ
Contributions - cash
- assets in kind, receivables valuation
Failure to make contributions
Contributions - cash
- assets in kind and receivables valuation - work and services valuation
Failure to make contributions
Potentially Risky Acquisitions Potentially Risky Acquisitions
Share
- Main features - Value
- Rights incorporated
- Ordinary shares and special categories of shares
circulation of shares
restrictions to the transfers
Share
- General partners shares
Quotas
- Main features
special rights
circulation of quotas
restriction to the transfer
transferor’s liability for outstanding payments Company’s transactions involving own shares
- Subscription - Purchase
Company’s transactions involving own quotas For CLQ, it is absolutely forbidden to subscribe or purchase their own quotas, accept their own quotas as collateral, or provide guarantees for their purchase or subscription
Withdrawal and exclusion
Reimbursement of quota Shareholders’ meeting
- Ordinary shareholders’ meeting - Extraordinary shareholders’ meeting
competences delegable to the administrative body
- Shareholders’ general meeting - Special class shareholders’ meetings - Plenary shareholders’ meeting - Procedure for the calling
- Persons who can attend the shareholders’
meeting
Quotaholders’ decision - Competences
- Collegial decision-making method (default rule)
- Other methods: written consultation or on the basis of consent expressed in writing - Quotaholders’ meeting procedure - Persons who can attend the meeting - Quorum
- Chairman, minute - Representation
- Constitutive quorum and deliberative quorum
- Chairman, secretary, minute - Representation
- Conflicts of interest between a shareholder and the company
- Shareholders’ agreement on voting rights
Invalidity of the shareholders’ meeting resolutions
- Annullability - Nullity
- Plenary quotaholders’ meeting
Invalidity of the quotaholders’ meeting resolutions
- Annullability - Nullity Administrative body (traditional system)
- Structure
- Directors’ powers and duty - Appointment/removal - Causes of ineligibility - Duration of the office - Replacement mechanisms - Remuneration
- Board of directors:
how it works, bodies with delegated functions
- Directors’ interests
- Power of representation (limitations) - Directors’ liability
Administrative body
- Competence of the extraordinary shareholders’ meeting, and it is also required the approval of all the general partners
- the removal must be approved with an extraordinary shareholders’ meeting resolution
Directors - structure:
- sole director
- board of directors (decision-making procedure)
- disjunctive management and conjunctive management
- directors’ conflict of interest
- Power of representation (limitations) - Directors’ liability
The board of statutory auditors - Composition
- Requirements - Appointment - Duration - Remuneration
- Termination of the office (replacement)
The board of statutory auditors
- Limited partners may not vote in resolutions concerning the appointment and removal of statutory auditors and the exercise of the liability action against them
Monitoring of management
Quotaholders’ powers of controls
Board of statutory auditors
- Statutory auditors’ duties and powers - Accounting audit functions
- Functioning of the board of statutory auditors
- Reporting issues to the board of statutory auditors
- Liability
External audit of accounts
Alternative management and control systems
two-tier system (supervisory board and management board)
one-tier system (board of directors and management control committee)
Financial statements
documents
Procedure for its approval
Amendments to the bylaws - Field of application - Procedure
- Right of withdrawal Increase of the share capital
- Material (or paid) share capital increase (Right of pre-emption)
- Nominal (or free) share capital increase Reduction of the share capital
- Material share capital reduction (creditors’
opposition)
Amendments to the bylaws
- majority provides for the extraordinary shareholders’ meeting, and it is also required the consent of all the general partners
Amendments to the bylaws - Field of application - Procedure
- Right of withdrawal Increase of the share capital
- Material (or paid) quota capital increase (Right to subscribe)
- Nominal (or free) quota capital increase Reduction of the share capital
- Material quota capital reduction (creditors’
opposition)
- Nominal share capital reduction (due to losses)
- optional
- mandatory (affecting or not the legal minimum capital)
- Nominal quota capital reduction (due to losses)
- optional
- mandatory (affecting or not the legal minimum capital)
Bonds
- Characteristic - Types
- Bonds issuance limits (and exceptions) - Issuance procedure
- Convertible bonds
- Organization of bondholders
bondholders’ meeting
bondholders’ common representative
Quotaholders’ loans Debt securities
Dissolution and liquidation - Grounds
- Liquidation procedure - Cancellation
