LIMITED PARTNERSHIP

The shareholders of the Limited Partnership, regulated by articles 2313-2324 civile code, belong to two cathegories:

• limited liability shareholders, who are obliged only to the subscription of the share capital. They are consequently responsible for company obligations only within the limit of the subscribed quota capital (except they agreed to include their name in the company name, case in which they assume unlimited and joint responsibility towards third parties), in case of company bankruptcy they do not incur in bankrupt procedure.


• unlimited libility shareholders, they assume unlimited and joint responsibility for company obligations, to this shareholder’s cathegory is reserved the administration of the company. They have power of attorney severally, unless it is differently provided for by company By-laws. The limited partnership is not an autonomous legal entity, however, like ordinary Partnerships, it can perform commercial activity.

The incorporation of a limited partnership must be done by Notary deed, with signatures of the subscribers authenticated by a Notary public; it is compulsory to register in the Register of Enterprises where the company is established the notary deed of incorporation; in absence, it will be considered an irregular limited partnership, 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 management of the company, as said above, is reserved to unlimited responsibility shareholders; limited responsibility shareholders have, however, the possibility to work observing Directors’ instructions, to perform single affairs provided they are supplied of special power of attorney, to resolve about the approval of the annual financial statements. In case a limited liability shareholder performs management acts, he will assume unlimited and joint responsibility.

The termination ot the limited partnership 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. With specific reference to limited partnership, as provided for by article 2323 civil code, a further clause for liquidation happens when one of the two main category of shareholders is missing, unless it is replaced of six months; however, in the case all unlimited shareholders are missing, limited liability shareholders can appoint a temporary Director, (among themselves or third parties) who is authorized to perform ordinary administration. The cases of liquidation of the limited 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 one or both categories of shareholders, 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 Limited Partnership, please send an email to the address info@studioariotto.it or fax number +39 02 4817482.