ITALY Law and Practice Contributed by: Maurizio Marullo, Giorgio Vagnoni, Claudia Marongiu and Pasquale Ambrosio Cepparulo, LAWP Studio Legale e Tributario
2. JV Structure and Strategy 2.1 Typical JV Structures Within Italian jurisdiction, there are two types of JV. Contractual JVs Contractual joint ventures are established through an agreement between the parties, defining roles, obliga - tions, and project duration, without creating a separate legal entity. This structure reduces set-up costs and allows greater flexibility and control. It also facilitates easier exit if the project fails. However, each party remains fully liable for JV-related obligations, and the limited operational integration may reduce synergies and complicate resource allocation, including hiring dedicated personnel. Corporate JVs Corporate joint ventures involve the incorporation of a separate legal entity by the co-venturers to carry out a joint project. Ownership can be equally shared or majority-held. Governance is regulated by a share - holders’ agreement and reflected in the company’s bylaws, which are enforceable against third parties and remain valid even after the agreement expires. The selection of the legal form to be used to incor - porate a corporate JV depends on size, scope and objectives of the venture, as well as the desired level of control and liability among the co-venturers. The legal forms commonly used are: • the limited liability company ( società a responsabil- ità limitata ‒ s.r.l.), which is characterised by a more flexible structure with a minimum share capital of EUR10,000 (although it is also possible to incorpo - rate limited liability companies with lower capital); and • the joint stock company ( società per azioni ‒ S.p.A.), which is a more rigid structure, requiring aminimum share capital of EUR50,000. The corporate JV assumes liability towards third par - ties, provides a clear legal framework, and allows for pooling of resources, better access to financing, and issuance of equity or debt instruments.
However, incorporation involves higher set-up costs, reduced flexibility in governance changes or exit, and may lead to partial loss of direct control ‒ though this can be mitigated through tailored governance clauses in the shareholders’ agreement and bylaws. Other Legal Structures Network of enterprises (rete di imprese) The network of enterprises requires a contractual agreement, established under Article 3 of Legisla - tive Decree 5/2009, which regulates collaboration between two or more independent businesses on specific projects or initiatives, without the need to establish a separate legal entity. This structure allows companies to share resources, expertise and knowl - edge while maintaining their autonomy and market presence. Implementation requires the adoption of a network programme, which is executed by the net - work itself. This type of structure it is often used when businesses are interested in monitoring and ensuring standards in the production process, leading to specific certifica - tions (eg, “Made in Italy”). The temporary association of enterprises is an aggre - gation of two or more companies formed to carry out a specific activity, with a duration limited to the time necessary for its completion. Each company partici - pating in the association gives a collective mandate to one of them, the so-called group leader company, which acts on behalf of the association to achieve the common objective. The primary purpose of these associations is to par - ticipate in public tenders and private contracts. Italian regulations do not provide a comprehensive frame - work governing them, but set forth sector-specific rules, notably in the context of public procurement projects. 2.2 Strategic Drivers for JV Structuring The choice between a contractual and corporate JV hinges on several key factors: Temporary association of enterprises (associazione temporanea di imprese)
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