ITALY Law and Practice Contributed by: Guido Alberto Inzaghi, Ivana Magistrelli, Silvia Gnocco and Gabriele Paladini, SI – Studio Inzaghi
6. Commercial Leases 6.1 Types of Arrangements Allowing the Use of Real Estate for a Limited Period of Time Italian law recognises two types of leases: • property leases; and A property lease concerns non-residential prop - erties (eg, office, retail and hotel) and residential properties. Property leases are mainly regulated by the Italian Civil Code, Law No 392/78 (in rela - tion to non-residential properties) and Law No 431/98 (in relation to residential properties). The Italian tenancy law on non-residential prop - erties was amended on 11 November 2014, allowing the parties to freely negotiate the terms and conditions of a lease if the lease provides for an annual rent higher than EUR250,000 and the building does not have historical value – so- called “large leases”. Business Leases A business lease covers a “going concern” or a business ( ramo d’azienda or azienda ) that might include a property. In this case, the lease is only regulated by certain provisions of the Italian Civil Code, so the parties are granted wider freedom to negotiate the terms and conditions of the lease. 6.2 Types of Commercial Leases • business leases. Property Leases The Italian tenancy law on non-residential prop - erties regulates leases concerning offices, retail properties and hotels. 6.3 Regulation of Rents or Lease Terms The parties are free to determine rent amounts.
The minimum share capital for SGRs, as set by the Bank of Italy, is EUR1 million, even though SGRs with reduced capital (not lower than EUR50,000) are allowed under certain circum - stances. SICAFs’ minimum share capital is also EUR1 million (the minimum capital is reduced to EUR500,000 for SICAFs reserved to profes - sional investors). For SICAFs entirely managed by external managers, the minimum capital is EUR50,000. 5.5 Applicable Governance Requirements A limited liability company is characterised by greater flexibility, and quota-holders have wider autonomy in shaping the company according to their needs through the provision of different rules within the by-laws, while a joint stock com - pany is governed by a large number of manda - tory provisions. See 5.1 Types of Entities Available to Inves- tors to Hold Real Estate Assets regarding the governance principles that apply to REIFs, SIIQs and SICAFs. 5.6 Annual Entity Maintenance and Accounting Compliance The annual entity maintenance and account - ing compliance costs depend on the amount of activities to be carried out. On average, for both types of company, costs range from EUR10,000 to EUR20,000. Auditors’ costs will be added.
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