LIMITED LIABILITY COMPANY

La limited liability company (S.R.L.) is regulated by articles 2462 – 2483 civil code. The S.R.L., like the S.p.A. (see specific page), being an autonomous legal entity, is obliged for company’s obligations only with its quota capital; the minimum quota capital is fixed in euro 10.000,00 and for this reason, in addition to more simple administration rules and powers granted to shareholders, the S.R.L. is the most suitable company form for enterprises having reduced dimension compared to share companies (S.p.A.s).

The incorporation of the S.R.L. must be done by a Notary public, the incorporation deed must contain the information required by article 2463 civil code. The incorporation deed must be filed in the local Register of Enterprises; consequently, ‘till when the S.R.L. is enrolled in the Register of Enterprises, for company’s obligations are responsible jointly and without limitation its shareholders. It is possible to establish an S.R.L. with a sole shareholder.

As required by art. 2464 c.c. the incorporation of the S.R.L. requires the subscription and payment of at least 25% of the quota capital; the contributions by cash can be replaced also by an insurance or bank guarantee for same amount.

In the S.R.L.s the capital cannot be represented by shares, consequently the participation to the capital will be represented by “quotas”; shareholders’ rights, unless differently provided for by company By-laws, are proportional to each quota capital. Quotas can normally be transferred without limits, however the By-laws can forbid or limit their circulation.

Shareholders’ rights are in S.R.L.s greater than those granted to shareholders in S.p.A.s: these rights, in addition to the traditional ones like participation to shareholders’ meeting, vote, dividends (also in case of liquidation) proportionally to the participation quotas, are: to receive, for those shareholders not participating to company administration, from Directors periodic update on company affairs and to inspect, also by mean of consultants, compulsory company books and documents pertaining to the company management (article 2476 civil code); right to claim for responsibility of Directors (article 2476 civil code); option right on new participation quotas in case of capital increase (article 2481 bis civil code). to receive, for those shareholders not participating to company administration, from Directors periodic update on company affairs and to inspect, also by mean of consultants, compulsory company books and documents pertaining to the company management (article 2476 civil code); right to claim for responsibility of Directors (article 2476 civil code); option right on new participation quotas in case of capital increase (article 2481 bis civil code).

The termination of the limited liability company, with reference to a specific shareholder, in addition to the clauses fixed by the company By-laws, as per article 2473 civil code are:

• in case the company is established with an undeterminated duration, with a notice of at least 180 days or with the major notice fixed by the By-laws, not exceeding in any case one year; nel caso di società a tempo indeterminato in qualunque momento salvo l’obbligo del preavviso con almeno 180 giorni o il maggiore statutariamente previsto, purchè non superiore ad un anno;
• in case the company, with the opposite opinion of the shareholer himself, has resolved about the company type or the company object;
• in case acts substantially modifying the company object or shareholders’ rights are implemented;
• merger or split of the company;
• transfer of the legale head office abroda;
• voluntary liquidation revocation;
• cancellation of one of withdrawal clauses set in company By-laws.

The S.R.L.s deliberative bodies are:

• The shareholders’ meeting, which - as provided for by article 2479 civil code - is competent for the annual financial statement approval and the distribution of dividends; it appoints, when stated by company By-laws, the directors and resolves about their compensation; it appoints the statutory auditors and resolves about their compensation; it resolves about modification of company By-laws; it resolves about the decision to implement acts substantially modifying the company object fixed by company By-laws or modifying in a significant way shareholders’ rights. The shareholders’ meeting, furthermore, resolves on subjects assigned to it by the company By-laws and on those subjects that one or more directors or shareholders representing at least 1/3 of the share capital submit to its approval. The By-laws can admit that shareholders’ meeting resolution are adopted by mean of written consultation or written consent.
• The directors: article 2475 civil code states that, unless differently provided for by company By-laws, the administration pertains to one or more shareholders. If several directors are appointed, the By-laws can state that administration is exercised jointly or severally; it can also admit that decisions are adopted by mean of written consultation or written consent. Directors represent the company. Articles 2475 ter and 2476 civil code states, respectively, the cases of conflict of interest upon directors and directors’ responsibility in these cases.
• The statutory auditors: the company By-laws can provide for the appointment of statutory auditors or of a sole auditor, granting powers and responsibility. In case the quota capital of S.R.L. is higher than the minimum one fixed for S.p.A. (Euro 120.000,00) or in the case that for two subsequent years the limits fixed by article 2435 bis civil code are exceeded, the appointment of legal auditor is compulsory; with reference to this last provision, the statutory auditors appointment is terminated when for two subsequent years two of the above said limits are not exceeded.

The S.R.L. is terminated for clauses provided in article 2484 civil code and for bankruptcy procedures.

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