We the Italians March 21, 2016 - 77 - Page 73

st # 77 MARCH 21 , 2016 The S.p.A. is set up by public deed before a notary, who records the deed and registers the company in the Companies Register for the area (the one in which the head office is located). Partnerships Partnerships do not have legal personality: the partners are liable for the obligations taken on by the partnership; so the partners pay the partnership’s debts (except for a few exceptions regulated The capital is divided into shares whose by law). There are the: value may be as low as one euro each (“face value”). The shares are freely tran- • Non-Commercial General Partnership sferable units. For its constitution the (Società semplice or S.s.) company requires a minimum capital A società semplice may be used only for of €50,000, of which at least 25% of the the exercise of a non-commercial ecoshare capital (equivalent to €12,500) nomic activity and, therefore, mainly farmust be paid into the hands of the direc- ming. The articles of association must be tors and that must be documented in the in writing. There is no minimum amount articles of association. of capital and the partners are fully liable for the debts of the partnership, unless In the event that the company is created otherwise agreed. This type of partnerwith only one partner, the full amount of ship is not subject to bankruptcy. The the share capital must be paid in. management and representation of the partnership are generally vested in each Limited partnership company (Società partner separately from the others, unless otherwise agreed upon by the parin accomandita per azioni, or S.a.p.a.) tners. The società in accomandita per azioni (S.a.p.a) is a company in which two dif- • Commercial General Partnership (Soferent groups of shareholders coexist: cietà in nome collettivo or S.n.c.); limited partners (soci accomandanti), The articles of association of this geneexcluded from directorships and liable ral partnership must be drawn up by only to the extent of their contribution, public deed or notarised private deed and general partners (soci accomanda- and must be lodged with the Registrar tari), directors by right, who are perso- of Companies. The company name (business name) must contain the name of nally and fully liable. As in the joint-stock company, participa- at least one of the partners and an intion in equity is represented by shares, dication that it is an S.n.c. There is no and, as in the limited partnership, mana- minimum capital. The partners are fully gement authority is vested in directors and severally liable for the partnership’s having unlimited liability, even if subsi- debts and there can be no agreement to the contrary. In any case, a creditor of the diarily, for the company’s debts. partnership cannot demand payment of WE THE ITALIANS | 73 www.wetheitalians.com