Corporations (under Italian Civil Code)

Introduction.

In the Italian legal system, there are two types of companies: partnerships and corporations.

Corporations: types and main characteristics.

Corporations include:

- joint-stock company (“società per azioni”);

- limited liability company (“società a responsabilità limitata”);

- partnership limited by shares (“società in accomandita per azioni”).

These three types of corporations are grouped together because of the following common features:

a) Limited liability of the shareholders.

From an economic point of view, the partners risk in the enterprise only the money or assets they have contributed to the company. The so-called 'benefit of limited liability' is enjoyed by all partners in the joint-stock company and the limited liability partnership. In the limited partnership with share capital, on the other hand, there are two categories of partners: the limited partners, who have limited liability, and the general partners, who retain unlimited liability for the company's obligations.

b) The power to administration is separate from partner status.

Membership automatically confers only the power to concur in the appointment of directors.

The internal organization of the company is divided into a plurality of bodies, each with a specific competence:

- Shareholders' Meeting. The body representing the shareholders, competent on matters determined by law. In particular, in the traditional system, it is competent to appoint and dismiss directors.

- Administrative body (usually, a board of directors), which may be composed of non-members and is competent for the management of the social enterprise.

- Control body: mandatory in the joint-stock company; merely possible in the limited liability company.

c) Membership is freely transferable.

In such partnerships, the personal qualities of the partner lose their importance and the partners are only taken into account for the share of capital subscribed. Therefore, the substitution of the partner's person does not require any amendment of the partnership contract and does not imply the consent of the other partners. Membership becomes an exchange value and is intended for circulation. In the joint-stock company, circulation is facilitated by the fact that shareholder status is represented by a title: the share, transferable according to its law of circulation.

Partnerships (referral).

For more details see page: Partnerships (under Italian civil code).

References.

F. Galgano, Diritto commerciale. Le società, 18° ed., Zanichelli, Bologna, 2013, p. 29 ss.;

G. F. Campobasso, Diritto commerciale, 2, Diritto delle società, 10° ed., Utet Giuridica, Milano, 2020, p. 38 ss.;

G. Meruzzi, Complemento di diritto commerciale, 1, Impresa, società in generale e società di persone, 2° ed., Egea, Milano, 2019, p. 159.