companies and sole proprietorships [Last Updated 17/11/2010]
undertake an economic activity involves firstly the choice of form to be taken to the operating business. So there may be individual entrepreneurs (one person) or collective (group of people organized in society).
Sole proprietors Within undertakings individual entrepreneur is the parent company and assume the risks and is considered a sole proprietor also
the family business in which an entrepreneur of the family members and others who work together (spouse, relatives by affinity up to the third degree or second degree ). These employees are recipients of a share of income produced by the company.
The craft business can be both individual and corporate, is governed by Law 443/85 [see ]. Even
agricultural enterprise can be individual or corporate.
Company
Society is an organization of people and goods intended to achieve a productive purpose, it is a separate legal entity from the people of the partners: it has its own heritage, its own name and its headquarters. Together
associations, foundations and committees, the company is considered, by law, legal person .
However, the law does not recognize the legal capacity all these collective organizations, but only to those who have perfect fiscal autonomy and, therefore, for companies, only those capital.
The corporate form allows more people to invest more than the company and individual to share the risks.
According to art. 2247 cc of "the company is established through contract by which two or more people give goods or services for the joint exercise of economic activity in order to divide the profits."
from this article that all profit companies have the following characteristics:
1) social contract : all societies are constituted by a contract between two or more persons (with the possible exception of the one-person spa and SRL), the social contract is also called act constitutive .
This can be a "public act " or a "deed " (need to log in).
- The instrument is a document drafted by a lawyer with whom the same notary certifies that the statements of the parties and the facts described in the document are actually occurring in his presence or his gestures, in addition, before signing the contract The notary has the obligation to verify the actual intention of the parties to conclude and has no obligation to inform and clarify to the content and effects of the contract.
The notary has the same obligations in the case of private writing authenticated by him.
- The deed is a document drawn up and signed by the parties whose signature is authenticated by a notary public.
2) contributions : all those who come into society must pool of assets with other members in cash or in kind benefits or services that work, all this forms the capital.
In exchange for assets contributed in the company, the transferor will get a stake in the form of share or share (in other words become the owner of a "slice" of the company). The assets transferred
become part of the assets of the company and the shareholder may recover its contribution or only at the time of the dissolution of the company (which remains an active and ever after satisfying the creditors) or disposing of its stake to third parties or withdraw from the society, but only in cases where it is permitted.
remember that the "contribution" shall not include the actual delivery of goods or services but only the assumption of the obligation (give or take )
3) joint operation of a business : each member must be able to participate in the decisions to be taken to carry on the business economica necessaria al raggiungimento dell' oggetto sociale .
4) divisione degli utili : l’attività economica viene esercitata allo scopo di conseguire degli utili e di dividerli tra i soci.
Ogni socio quindi ha diritto di partecipare agli utili e l’onere di partecipare alle perdite.
Tuttavia ciò non significa che ciascun socio debba parteciparvi in uguale misura e neppure che la partecipazione agli utili debba essere proporzionale al conferimento effettuato.
Unico limite a tale libertà è quello stabilito dal divieto del patto leonino (chiamato così perché consentirebbe ad uno o più members to do the "lion's share ') that the agreement with which one or more members are excluded from all participation in the profits or losses. The member companies
Who does not want to associate with anyone and intends to operate as a separate enterprise but at the same time avoiding the unlimited liability in the event of bankruptcy, may be an SRL or with single-member SPA single name or .
In this case, if it complies with the requirements of the Act (payment of the entire share capital of the company dell'unipersonalità communication to the business register, etc..), We get the benefit of liability limited.
companies can be classified in several ways
1) Based on the purpose can be distinguished:
- -profit company (SS, SNC, SAS, SRL, SPA, SAPA) that profit-making that is of gain;
- mutual benefit societies (cooperatives, mutual insurance companies) that are designed to provide members with the same goods, services or job opportunities on terms more favorable than those offered by the market.
2) According to ' fiscal autonomy (degree of separation from the personal assets of members of society) are distinguished:
- partnerships
- corporations . The
partnerships include partnerships the general partnership and limited partnership .
feature of partnerships is flawed fiscal autonomy that is the fact that the company's assets can not be separated distinctly from that of shareholders. The
corporations instead include limited company the company limited by shares and limited liability company.
characteristics of this company is the autonomy that is the perfect balance sheet assets of members is clearly separated from that of society.
3) According to ' objects (nature of business) are distinguished:
- society such as non-commercial partnerships that can play only in activities other than those required by 'Art. 2195 cc;
- company commercial (SNC, SAS, SRL, SPA, SAPA) that can do business but also non-commercial, must be recognized that only commercial companies involved in trading are subject to failure
The company is dissolved (art. 2272 cc):
- OUT OF TIME;
- to achieve the corporate purpose;
- impossible to achieve the object;
- for willingness of all partners;
- for want of a plurality of members if not restored within six months;
- for other reasons provided by the social contract.
SCHEME SUMMARY COMPANY '
Meaning:
- Organization of people and goods intended to achieve a productive purpose
elements or features :
-
social contract - duty
-
joint exercise of economic activity - Division useful purpose
most common classification:
- s. of people: - ss - snc - sas;
- s. Capital: - srl - spa - Sapa;
- s. mutual: - Cooperatives - mutual Insurance
Partnerships: features
- need at least two partners to set up;
- can be made by public deed (deed) or by private deed;
- being subject to failure if it carries on business.
corporations: characteristics
- can also provide the company with a single member (except SAPA);
- need for the establishment of the deed;
- being subject to failure if performing is made.
Common characteristics of partnerships and capital
Partnerships Autonomy Capital imperfect
members liable for company's debts without limit (ie with all their property present and future) and
severally (the lender may require payment of the debt by any of the members who
can then compensation from the other members).
In SAS, general partners benefit of limited liability company with share capital
Autonomy Capital perfect
members liable for company's debts
limited to paid-up capital, except for limited partners who have unlimited
of SAPA and severally
Soc people
Administration The administration is entrusted to members only, severally (each member), or jointly
treatment (all together), or just to some members, but only if it provides for the constitution.
Soc capital Administration
There may be a member, Administrative Directors and non-members, however, the directors are appointed by the shareholders
per Soc. Control
control the regularity of the acts undertaken by the directors is given directly to members
Soc cap. Control
control the regularity degli atti compiuti dagli amministratori è effettuato indirettamente dai soci tramite un organo interno detto collegio sindacale o comitato di sorveglianza.
S oc. di pers. Cessione quote sociali
Le quote del socio sono intrasferibili senza il consenso degli altri soci (salvo diversa disposi-
zione inserita nell’atto costitutivo). Se muore un socio la sua quota si trasferisce agli eredi solo
con il consenso di questi ultimi e degli altri soci. Tuttavia i soci possono liquidare la quota agli eredi.
S oc. di cap. Cessione quote sociali
I soci possono trasferire liberamente la loro quota di partecipazione without changing the constitution. In case of death of a partner's share is transferred automatically to the heirs.
Soc Pers. Changes to the constituent
must be unanimously
Soc cap. Changes to the constituent
must be a majority of people
Soc. Other
No member may engage in activities in competition with the activities of the company, unless the consent of other shareholders. In this case, the failure of the staff member is automatically excluded from the competitor company
of Soc ch. Other
the personal lives of members is not significant on the company for which the members can also play activity in competition with the company's activities
