1. Wednesday, 14th November 2012
SERAFINO Matteo Luca, Università degli Studi di Parma – Dipartimento di Economia
SAIA Angelo, Università degli Studi Milano Bicocca – Facoltà di Economia
MARINO Leonardo , Università degli Studi di Parma – Dipartimento di Economia

2. INTRODUCTION
(#) Partnerships (#) Partnerships
1.UNLIMITED A. Les Sociétés des personnes (#) A. Società di persone (#)
LIABILITY • Snc (Société en nom collectif) • Snc (Société in nome collettivo)
COMPANIES • Scs (Société en commandite simple) • Sas (Società in accomandita semplice)
2.LIMITED (*) Join-stock companies (*) Join-stock companies
LIABILITY A. Les Sociétés des Capitaux (*) A. Società di Capitali (*)
COMPANIES • Sa (Société Anonyme) • Spa (Società per azioni)
• Sas (Société par actions simplifiée) • Sapa (Società in accomandita per azioni)
• Sasu (Société par actions unipersonnelle)
• Sca (Société en commandite par actions)
B. Les Sociétés à responsabilité limitée B. Società a responsabilità limitata
• Sarl (Société à responsabilité limitée) • Srl (Società a responsabilità limitata)
• Eurl (Enterprise unipersonnelle à • Srls (Società a responsabilità limitata
responsabilité limitée) semplificata)

3. 1. UNLIMITED LIABILITY COMPANIES
(#) Partnerships
A. Les Sociétés des personnes (#) A. Società di persone (#)
• Snc (Société en nom collectif) • Snc (Società in nome collettivo)
 Share Capital: there is not a minimum amount fixed by law;
 Number of partners: minimum 2 without maximum;
 Partners’ responsibility: jointly and severally liable for the
company obligations;
 Capital Injections: cash injection, contribution in kind;
contribution in industry, generally not included in the share capital;
 Management: if nothing is stated in the statute of the  Management: if nothing is stated in the statute of the
company all the partners are managers; Otherwise, can be company all the partners are managers with differences in the
either nominated at the beginning in the statute of the execution of the decisions (JOINT SIGNATURE – DISJOINT
company (STATUTORY MANAGER)or later in a meeting of SIGNATURE); Otherwise, can be either nominated at the
the General Assembly (NON STATUTORY MANAGER). beginning in the statute of the company (per Atto
Unanimous vote, except contrary clause. There is not a Costitutivo)or later in a meeting of the General Assembly (per
maximum duration for which the manager has to be in Atto separato). In the second case is not defined if the vote has
charge, except contrary clause included in the statute. to be anonimous or by majority. There is not a maximum
duration for which the manager has to be in charge, except
contrary clause included in the statute.
 Powers, duties and responsibilities: managers have to
take all the actions in order to achieve the company goals.
They have to keep the accounting records, prepare the
financial statement and convene the members’ meetings.
They have to administrate with care and are jointly and
severally liable to the company.

4. 1. UNLIMITED LIABILITY COMPANIES
(#) Partnerships
A. Les Sociétés des personnes (#) A. Società di persone (#)
• Scs (Société en commandite simple) • Sas (Società in accomandita semplice)
 Share Capital: there is not a minimum amount fixed by law;
 Number of partners: minimum 2, respectively 1  Number of partners: minimum 2, respectively 1
commandité and the other commanditaire; accomandatario and the other accomandante;
Partners’ responsibility: limited to the amount of the  Partners’ responsibility: limited to the amount of the
contribution to the company for the commanditaire; contribution to the company for the accomandante;
unlimited responsibility for the commanditè partners for unlimited responsibility for the accomandatario partners for
the company debts; the company debts;
 Capital Injections: cash injection, contribution in kind for both types of partners;
contribution in industry, generally not included in the share capital, only for commanditès
and accomandatari partners;
 Management: the only partners that can be manager of the
company are commandités (France) and accomandatari
(Italy). The same rules applicable respectively to the Snc in
France and the Sas in Italy, have here to be respected for the
nomination of the manager(s).
 Powers, duties and responsibilities: the managers of
the Scs and the Sas have the same powers, duties and
responsibilities as the managers of the Snc of both countries,
Italy and France. It is not to forget that only one type of
partners can be nominated as a manager (commanditè,
accomandatario).

5. 2. LIMITED LIABILITY COMPANIES
(*)Join-stock companies
A. Les Sociétés des Capitaux (*)
•SA (Société Anonyme) - Anonymous Company
 Share Capital: minimum € 37000 with (Ltd.) or without (PLC) an offer to general public of the
shares;
 Number of partners: minimum 7;
 Partners’ are represented by the shares that they own, which are freely negotiable;
 Partners’ responsibility: limited to the amount of their contributions to the company;
 Shares transmission:
• shares transmission within shareholders is allowed without any restriction;
• shares transmission to third parties can be allowed by a statutory clauses if the partners agree on
that;
• in case of death of one of the shareholders the shares that were owned by the deceased can be
transmitted by testament;
• shares can be transmitted through the implementation of a leasing contract if this is allowed by
the statutes of the company. As the shares transmission to third parties, the partners should come
up with an agreement on that in order to allow or forbid it.;

6. 2. LIMITED LIABILITY COMPANIES
(*)Join-stock companies
A. Les Sociétés des Capitaux (*)
•SAS (Société par actions simplifiée) – Simplified join-stock company
 Share Capital: can be freely determined in the statutes of the company (offer to general public of the
shares is forbidden);
 Number of partners: minimum 2;
 Partners’ are represented by the shares that they own;
 Partners’ responsibility: limited to the amount of their contributions to the company;
 Shares transmission in the SAS can be restricted by certain clauses determined in the statutes of the
company:
• an inalienability clause that cannot exceed ten years;
• a clause that provide that should be an agreement before each shares transmission;
Moreover, shares may be subject to lease;
•SASU (Société par actions simplifiée unipersonnelle) – Simplified
sole proprietorship join-stock company
 The SASU is a SAS created by a sole partner, or a SAS that become a SASU after that a shareholder buy all
the shares of the company, thus, becoming a sole partner.

7. 2. LIMITED LIABILITY COMPANIES
How does the Société Anonyme work?
With the Board of Directors
ALL THE FUNCTIONS CONCENTRATED IN ONE PERSON
The chairmanship of the Board of Directors and the general direction
is entrusted to a sole individual. (President- General Director)
General Assembly of the
Shareholders
designates
Elects after the proposal of the President of the Board
of Directors
Board of Directors
elects from among its members
President of the Board of Directors assist
Deputy General Director (s)
(to who is delegated also the general direction)

8. 2. LIMITED LIABILITY COMPANIES
How does the Société Anonyme work?
With the Board of Directors
FUNCTIONS DIVIDED BETWEEN TWO PEOPLE
The chairmanship of the Board of Directors and the general
direction is entrusted to two people. (President of the
Board of Directors – General Director)
General Assembly of the
Shareholders
designates
Elects after the proposal of the General Director
Board of Directors
elects from among its members
assist
President of the Board of Directors General Director Deputy General Director (s)
(OBLIGATORY)

9. 2. LIMITED LIABILITY COMPANIES
How does the Société Anonyme work?
With the Supervisory Board
The Société Anonyme headed by an Executive Board, under the supervision of the Supervisory Board, meets few followers in
France.
General Assembly of the
Shareholders
designates
Supervisory Board Elects
(Supervisory function)
Director
President of the Director
(Direction function)

10. 2. LIMITED LIABILITY COMPANIES
(*)Join-stock companies
A. Società di capitali (*)
•Spa (Società per Azioni) – Join-Stock Company
 Share Capital: minimum € 120000 with (Ltd.) or without
(PLC)an offer to general public of the shares;
 Number of partners: minimum 2;
 Partners’ are represented by the shares that they own, which are freely negotiable;
 Partners’ responsibility: limited to the amount of their contributions to the company;
 Shares transmission:
• 2 types of shares: BEARER SHARES and NOMINATIVE SHARES;
Moreover ,the shares’ circulation is restricted by 3 clauses:
• PRE-EMPTION CLAUSES;
• CLAUSOLE DI GRADIMENTO;
• CLAUSOLE DI RISCATTO;
• (Società per Azioni Unipersonale) – Sole Proprietorship Join-Stock
Company
 The Spa Unipersonale is an Spa with a sole partner.

11. 2. LIMITED LIABILITY COMPANIES
How does the Società per azioni work?
There are two different types of system
TIER SYSTEM TWO-TIER SYSTEM
General Assembly of the 0 level General Assembly of the
Shareholders Shareholders
designates designates designates
Board of Directors Supervisory Board Supervisory Board
1st level
(Controlling Functions) (Auditing functions) (Controlling and Auditing functions)
Set up within the company
and composed by indivuals
with special requirements
of indipendence and elects
professionalism
2nd level Board of Directors
If PLC  External Auditing is obligatory

12. 2. LIMITED LIABILITY COMPANIES
(*)Join-stock companies
A. Les Sociétés des Capitaux (*)
•SCA (Société en commandite par actions)
 Share Capital: minimum € 37000 with (Ltd.) or without (PLC) an offer to general public of the
shares;
 Number of partners: minimum 4: 1 partner commandité + 3 partners commanditaires;
 Partners’ responsibility: limited to the amount of thecontributions to the company for
commanditaires partners; unlimited responsibility of the commanditè partners;
 Only the commandités partners can become managers of the company;
Capital Injections: cash injection, contribution in kind for both types of partners; contribution in
industry, generally not included in the share capital, only for commanditès partners;
 Shares transmission:
• shares transmission within shareholders is allowed without any restriction;
• shares transmission to third parties can be allowed by a statutory clauses if the partners agree on
that;
• in case of death of one of the shareholders the shares that were owned by the deceased can be
transmitted by testament;
• shares can be transmitted through the implementation of a leasing contract if this is allowed by
the statutes of the company. As the shares transmission to third parties, the partners should come
up with an agreement on that in order to allow or forbid it.

13. 2. LIMITED LIABILITY COMPANIES
How does the Société en commandite par
actions work?
Partners
designate Les commanditaires Les commandités
Auditor elect designate
controls Supervisory Board Manager(s)
(Supervising functions) (Managing Functions)

14. 2. LIMITED LIABILITY COMPANIES
(*)Join-stock companies
A. Società di capitali (*)
•Sapa (Società in accomandita per azioni)
 Share Capital: same rule applicable to the SPA;
 Number of partners: minimum 2: 1 partner accomandatario + 1 partner accomandante;
 Partners’ responsibility: limited to the amount of thecontributions to the company for
accomandanti partners; unlimited responsibility of the accomandatari partners;
 Only the accomandatari partners can become managers of the company;
Capital Injections: cash injection, contribution in kind for both types of partners; contribution in
industry, generally not included in the share capital, only for accomandatari partners;
 Shares transmission:
• shares owned by accomandatari partners are freely negotiable;
• shares bought from accomandatari partners give the right to the buyer to become a partner, but
without the possibility to become manager;
• in case of death of one of the shareholders the shares that were owned by the deceased can be
transmitted by testament;
• shares can be transmitted through the implementation of a leasing contract if this is allowed by
the statutes of the company. As the shares transmission to third parties, the partners should come
up with an agreement on that in order to allow or forbid it.

15. 2. LIMITED LIABILITY COMPANIES
How does the Società in accomandita per
azioni work?
As we noticed for the SPA there are three organs with differents tasks
General Assembly of Board of Directors Supervisory Board
the Shareholders
Has only deliberative functions for Has managing functions. Has supervising functions.
the most significant decisions
related to the “life of the The most important difference between
company”. the Board of Directors of an SPA and
the Board of Directors of a SAPA is
related to the fact that in the latter there
are two type of partners and only the
accomandatari partners can be part of
it.

16. 2. LIMITED LIABILITY COMPANIES
B. Les Sociétés a responsabilitée limitée B. Le società a responsabilità limitata
• Sarl (Société à responsabilité limitée) • Srl (Società a responsabilità limitata)
 Share Capital: can be freely fixed in the Statute of the  Share Capital: the minimum is fixed by law in € 10000; the
company. It is divided in participation shares. maximum is € 120000. In fact if the share capital growhts so
that overcomes this threshold the Srl has to be converted in an
Spa.
 The partners are represented by the participation shares that they hold;
 Number of partners: minimum of 2; maximum of 100;  Number of partners: minimum of 2; if the company
if the company is established by a sole partner we will is set up by a sole partner we will have a Srl
have an EURL (Enterprise Unipersonelle a Unipersonale;
responsabilité limitée);
 Partners’ responsibility: limited to their contributions to the
company;
 Capital Injections: cash injection, contribution in kind;
contribution in industry, generally not included in the share
capital;
 Management: in the SARL we can have different type of  Organs of the SRL: for the organs of the SRL, is applicable
managers according to the amount of participations shares what has been said previously for the SPA and SAPA;
that they hold:
• Majority Manager > 50% of the share capital;
• Minority Manager < 50% of the share capital;
• Not-associated Manager: he is a third, external to the
company,that has been nominated as a Manager.

17. 2. LIMITED LIABILITY COMPANIES
B. Le società a responsabilità limitata
• Srls (Società a responsabilità limitata semplificata)
 Inserted in the Italian Company Law with the Law number 27, 2012;  MONTI GOVERNMENT
The aim is to give one opportunity more in the actual context of general crisis felt among people.
 Share Capital: from € 1 to € 9999;
 Partners’ responsibility: limited to their contributions to the
company;
 The partners have to be obligatory younger than 35:
 Number of partners: minimum 2;

18. CAUSES OF DISSOLUTION
We distinguish three natures of common causes of dissolution:
• Once reached the deadline stated in the Statute of the
company;
LAW CASES • Realisation or termination of the company purpose;
• Cancellation of the partnership agreement;
VOLUNTARY • If all the partners agree on the anticipate dissolution;
• When specific events predicted at the beginning in the Statute
CAUSES of the company happen;
• When all the powers, duties and responsibilities become held
by a sole partner if the situation is not regularised in one year
from the verification of the situation itself;
JUDICIARY • The judiciary dissolution for right causes:
CAUSES - arguments within partners that do not permit the normal
operation of the company;
- non-performance of his/her obligations by one of the
partners;
• Difficulties met in reaching the company purpose;
• Judiciary liquidation.

19. CAUSES OF DISSOLUTION
We distinguish also other causes of dissolution according to the type of company:
LIMITED • The net assets becomes lower than the half of the share capital;
• The share capital becomes lower than the requested minimum;
LIABILITY • The number of partners becomes lower than the legal minimum.
COMPANIES
UNLIMITED • Death or occured incapacity of one partner;
LIABILITY • Revocation of one of the STATUTORY MANAGER;
• The decision to ban or to declare the inability of a partner.
COMPANIES

20. References - Download
• L’essentiel du Droit des Sociétés 2012 (Gualino – Lextenso éditions)
• Diritto delle Società, Diritto Commerciale Vol. 2 – Gianfranco
Campobasso (UTET)
• Material found on the internet

21. THANKS
THANK YOU for your
attention.
We hope that we have been
as much clear as possible.
END