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Italian Business Law

What type of Italian business entities are available under Italian business law?





Q: What type of Italian business entities are available under Italian business law?

Italian Partnerships and Italian Corporations

Italian business law provides for a limited number of kinds of Italian business entities one can choose to form the structure of his or her Italian company.

The fundamental distinction is between the “società di persone” (an Italian partnership similar to US and New York partnerships) and the “società di capitali” (an Italian corporation similar to US and New York corporations):

Società di Persone

The ‘società di persone’ are Italian partnerships characterized by the 'autonomia patrimoniale imperfetta’ (imperfect autonomy of the assets), so that the assets of the partnership and the ones of its partners are joined together:
the Italian partners are, jointly and severally liable (without limits) for the obligations of the partnership, aside from the exceptions defined by law or by the same partners

Società di Capitali

The ‘società di capitali’, on the contrary, are Italian limited liability companies characterized by the so-called ‘autonomia patrimoniale perfetta’ (perfect autonomy of the assets) so that the assets of the corporation are not mixed up with the ones of its partners:
The partners are liable for the debts of the corporation within their equity, aside from the exceptions defined by law.

Società di persone (Italian partnerships):

Società semplice: is an Italian partnership owned and run by individuals and in which there is no legal distinction between the owners and the assets.

Società in nome collettivo (abbreviated S.n.c.): it is an Italian general partnership owned by two or more partners who have full, joint and unlimited liability for its debts and obligations.

Società in accomandita semplice (abbreviated S.a.s.): is an Italian limited partnership business entity in which the managing partners (so-called ‘accomandatari’) are liable jointly and without limits for the debts of the partnership whereas the standard partners (so-called ‘accomandanti’) are liable within the limits of their equity.

Società di capitali (Italian corporations):

Società per azioni (abbreviated S.p.A.): is an Italian limited liability company whose capital is divided into shares (called ‘azioni’) and whose members (shareholders) are only liable for its debts within the limits of the capital stock. The minimum required starting capital for an S.p.A. is € 120,000. The shares, which can be offered to the general public, can be transferred by endorsement or bought and sold on stock exchange. Only S.p.As can be listed in stock exchange market.

Società a responsabilità limitata (abbreviated S.r.l.): is an Italian limited liability company whose capital is divided into stakes (called ‘quote’) and whose members are only liable for its debts within the limits of the company assets. The minimum required starting capital for an S.r.l. is € 10,000. The S.r.l. is the more common kind of corporation as it can be easier run: it is characterized by perfect autonomy of the assets, like an S.p.A., but at the same time, its organizational flexibility and the existence of personal stakes (and not shares) make it more similar to a partnership.

Società in accomandita per azioni (abbreviated S.a.p.a.): is a hybrid form of an Italian company partially limited by shares that involves two different categories of shareholders, some with and some without limited liability: in particular, standard shareholders (‘accomandanti’) have limited liability while managing shareholders (‘accomandatari’) have full liability. Notwithstanding this, S.A.P.As are very similar to S.p.As, even though they are fairly uncommon.

Lastly, a ‘società cooperativa’ (or ‘co-op’) is a particular Italian business organization owned and run by individuals for their mutual benefit.

Please be advised this article is being provided for informational purposes only.  This article is not intended to provide, and should not be relied on as a source of, legal advice. Marzano Lawyers PLLC expressly disclaims all liability based on any information contained in this article.


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