ITALY Law and Practice Contributed by: Francesco Di Carlo and Flavio Acerbi, FIVERS Studio Legale e Tributario
FIVERS Studio Legale e Tributario Via Paleocapa 5 20121 – Milano Italy Tel: +39 023 041 331 Email: letizia.cattaneo@5rs.it Web: www.5rs.it
1. Introductory 1.1 Forms of Corporate/Business Organisations
• società semplice (SS), the simplest form of partnership used primarily for professional or agricultural activities. An SS is not allowed to engage in commercial business activities and its partners have unlimited liability. Capital companies may be set up as: • società a responsabilità limitata (SRL), a lim - ited liability company mostly used for small to medium-sized enterprises (SMEs), where corporate capital is divided into quotas (not shares), the participants are referred to as “quota-holders” and corporate governance rules are flexible; or • società per azioni (SPA), a joint stock com - pany mostly used by medium to large-sized enterprises and those wishing to access capital markets, where corporate capital is divided into shares and corporate governance rules are more rigid and must follow one of three possible governance models (see 3.1 Bodies or Functions Involved in Governance and Management ). “Hybrid” companies may be set up as: • società in accomandita semplice (SAS), where corporate capital is divided into quotas (and not shares); or • società in accomandita per azioni (SAPA), where corporate capital is divided into shares.
The Italian legal system encompasses a variety of corporate/business forms, each with differing levels of liability, governance and capital require - ments. A preliminary distinction may be drawn between: • partnerships ( società di persone ), where participants are often also directors and have unlimited liability; • capital companies ( società di capitali ), where directors may also be non-participants and participants have limited liability (save for extraordinary circumstances provided for under applicable law); and “hybrid” compa - nies, which have two categories of partici - pants: participants with unlimited liability and management powers ( accomandanti ) and participants without management powers and limited liability. Partnerships are mostly used for small-sized enterprises and may be set up as: • società in nome collettivo (SNC), a general partnership where all partners have unlimited liability); or
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