PARTNERSHIP

Partnerships are chosen when two or more individuals intend to make a business in together, without limitation of personal responsibility, It is regulated by articles 2291-2312 civil code.

The Partnership is subject, as provided for by article art. 2296 civil code, to compulsory registration in the Register of Enterprises where the company is established; this registration is performed with the deposit at the local Chamber of Commerce of the incorporation deed, with signatures of the subscribers authenticathed by a Notary public, within 30 days from the incorporation of the company. In case of omitted registration, the Partnership is not regular, consequently the relationship between its shareholders and third parties are regulated by civil code articles of Simple companies; however, it continues to apply the unlimited and joint personal responsibility of all the shareholders and the possibility of the company itself to be declared bankrupt.

The Partnership By-laws must contain, as per article 2295 civil code: the personal identification data of each shareholder, the company name, the shareholders who are Directors of the company having the legal representative of it, the legal address of the company and of secondary seats, the company purpose, the capital amount subscribed by each shareholder, the rules in order to assign profit and losses to each shareholder, the duration of the company.

The responsibility of the shareholders must be considered joint and unlimited.

The management of the company can be joint administration or several administration: in the first case, company operations can be managed only with the consent of all the Directors; unless differently provided for by the company By-laws, the Directors can perform severally only urgent acts, aiming to avoid possible damage to the company. In the second case, the management of the company is granted to each shareholder severally, each Director has title to oppose to another Director’s decision, before the resolution is implemented; on the opposition the final resolution is taken by the majority of the shareholders. As provided for by article 2260 civil code, Directors’ rights and obligations are regulated by the rules on agency; the Directors are jointly responsible towards the company for the fullfillment of the obligation arising for them from the law and from the company By-laws. However, those Directors who demonstrate to be exempt from fault, cannot be considered responsible for damages.

The creditors of the company, as provided for by article 2304 civil code, cannot claim the payment of their credits to each single shareholder, if they have not claimed before their payment to the company itself, even if the company is into liquidation. The termination of the partnership relationship with reference to a single shareholder are the exclusion, the withdrawal and the death of the shareholder himself; in this last case, the partnership relationship is terminated, unless differently provided by the company By-laws; the remaining shareholders can furthermore continue the Partnership with the heirs, when they agree. The cases of liquidation of the Partnerships are: the expiration of the duration; the achievement of the company purpose or the impossibility to achieve it; the unanimous resolution of the shareholders and the lack of shareholders’ plurality, unless the plurality of shareholders is established again within six months; the bankruptcy; the other liquidation clauses fixed in the company By-laws.

To request a not binding work proposal for the incorporation of a Partnership, please send an email to the address info@studioariotto.it or fax number +39 02 4817482.