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# 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
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