We the Italians March 21, 2016 - 77 - Page 74

st # 77 MARCH 21 , 2016 a debt of the partnership directly of a partner, but must first attach the partnership’s assets. The general partnership is subject to bankruptcy which also involves the bankruptcy of all partners. Management and representation are generally vested in each member separately from the others. Different arrangements are however allowed and management may be limited to only some of the partners. • Limited Partnership (Società in accomandita semplice or S.a.s.). The limited partnership is characterised by the presence of two categories of partners: - general partners (accomandatari), who are solely responsible for the administration and management of the partnership. They have unlimited joint and several liability for the partnership’s debts; - limited partners (accomandanti), who are not directors and who are respon- 74 | WE THE ITALIANS www.wetheitalians.com sible for the partnership’s debts only to the extent of their investment, except for certain exceptions regulated by law. The partnership (business) name must contain the name of at least one general partner and an indication that it is an S.a.s. If a limited partner agrees that his name be included in the partnership name he becomes, along with the general partners, jointly and severally responsible without limit for the partnership’s obligations. Limited partners cannot carry out administrative acts, nor deal or transact business on behalf of the partnership, except by virtue of a special power of attorney for each business matter. The limited partner who contravenes this prohibition assumes unlimited joint and several liability towards third parties for all the partnership’s obligations and may be excluded from the partnership.