Partnerships (under Italian civil code)

1. Introduction.

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

2. Partnerships: types and main characteristics.

Partnerships include:

- the simple partnership (“società semplice”);

- the general partnership (“società in nome collettivo”);

- the limited partnership (“società in accomandita semplice”).

These three types of partnerships are grouped together under the name 'personal partnerships' because of the following common features:

a) Unlimited and joint liability of the partners for corporate obligations.

In the general partnership, all partners, without exception, are unlimited and jointly liable for the company's obligations (Art. 2291 of the Civil Code), whereas in the simple partnership, liability limitation agreements are admissible with effect vis-à-vis third parties, but only for partners who do not act in the company's name and on its behalf (Art. 2267 of the Civil Code).

The limited partnership, on the other hand, is characterized by the presence of two categories of partners: limited partners (“accomandanti”) and general partners (“accomandatari”). Only the latter are unlimitedly liable.

The partner in a partnership (albeit with the differences noted) therefore bears an unlimited business risk from an economic point of view: he will be liable for the company's obligations with all his present and future property.

b) The power of administration is directly linked to the status of partner (unlimited partner).

In partnerships, each partner with unlimited liability is for that reason solely a director of the company. Each thus contributes to the management of the partnership enterprise. The unlimited liability and the correlative participation in the administration make the personal qualities and conditions of the partner relevant. Hence the name 'partnerships' because the persons of the partners are crucial in them.

c) Untransferability of membership without the consent of the others.

Given the centrality of the persons of the partners, the partnership contract is set up as an intuitus personae, i.e. a contract in which the identity or qualities of the contracting parties are determinative of the consent of the others. The substitution of the person therefore implies a modification of the original agreements and requires the consent of the other partners.

3. Corporations (referral).

For more details see page: Corporations (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.