Our legal system regulates various types of companies, which differ according to the type of management as well as the type of liability of the company members.
Therefore it is very important to understand which type of company is best suited to the specific needs of the case and to the achievements of specific goals.
The notary helps to take a prudent and appropriate decision, collecting and analyzing all necessary and relevant information.
Essentially we distinguish between partnerships and corporations.
Even though partnerships are legal subjects, they do not have their own legal personality. For that reason, all or single partners are liable for the obligations of the company, also with their own private capital.
Corporations are characterized by their own legal personality: exclusively the capital and the assets of the company can be subjected to the obligations of the company - but not the private capital and the private assets of the members.
The following company structures are to be considered as partnerships:
- The Simple Partnership
- The General Partnership
- The Limited Partnership
The following company structures are to be considered as corporations:
- The Stock Company
- The Limited Partnership by Shares
- The Limited Liability Company
The choice of the company structure is connected to various elements, such as, the type of business (commercial or agricultural), the amount of company capital to invest, the establishment and administrative costs, the general business risks.
THE ROLE OF THE NOTARY in the establishment of a company
It is recommended to call in a notary to be advised on the opportunities and consequences associated with the choice of a certain company model – as well as regarding risks and liability aspects.
In company establishment proceeding the notary takes on a fundamental role. The preparation of a professional notarial formation deed and statute is extremely important for the longevity, legitimation and organization of the company and it provides a guarantee for the solving of issues in potentially difficult situations in the future. Therefore the company can focus more on their business and avoid any disputes.
In the year 2000 the judicial control “omologa” for the establishment of a company was abolished. Consequently the notary took over the preventative control of the legitimation and is therefore responsible and liable. For this reason, a corporation can, for example, start their business fairly quickly, within a matter of days, as the judicial control and the associated waiting period of 150 days was abolished. In Italy company law legal disputes are extremely rare. Furthermore, the company will be registered almost immediately at the Chamber of Commerce whilst depositing all necessary documents. This Chamber of Commerce is a control authority “in second instance” and contributes to the preventative control of legitimation.