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Notaries
 
 
Front Office
 
 
Drafting of deeds and preparation of notary documents
 
 
 
Post-contractual tasks
 
Accounting
 
 
 
 

FAQ

Quotation requests
 
We prefer to meet our customers personally and to analyze every aspect regarding the specific case together.
This allows the notary to determine the real will of the parties and to find and suggest the most appropriate and practical solutions in favor of the customer and to provide an accurate and comprehensive quotation.
For those reasons we prefer not to give any quotation over the phone or by email.
The first meeting is free and not binding.
 
Contact: info@bbnotare.it
The role of the notary in the international area
 
The role of the notary in the international area is quite wide. A couple of examples as follows:

- European certificate of succession
- Purchases and disposals of properties in the Italian territory
- Cross-border merger and international corporate transactions
The role of the notary in the real estate
 
The role of the notary in real estate is quite wide. A couple of examples as follows:

- Preliminary contracts
- Purchasing contracts and barter agreements
- Donations
- Divisions
- Loan agreements
- Establishment of property rights/estate rights as usufruct, rights of residence, easements (servitutes)
Which kind of tasks a notary takes over in family law and the field of successions?
 
The role of the notary in family law and successions is quite wide. A couple of examples as follows:

- Drafting of testaments and publications
- Inheritance communications, heirship certifications, European certificates of succession
- Opening of lockers
- Acceptances and waiver of inheritances
- Establishment of inventories
- Matrimonial property contracts
- Family contracts
- Cohabitation agreements
- Biological testaments (patient decrees)
Which kind of tasks a notary takes over in the field of company law?
 
The notary has various functions in company law. A couple of examples as follows:

- Establishments, modifications, dissolutions of companies
- Shareholder transfers
- Mergers, demergers, conversions
- Bidding consortium’s, network contracts
- Lease agreements, transfer of companies and branches
- Family business succession
Contract and agreement requests
 
The notary is obligated to preserve the originals of public deeds for the full period of his activity. After ending his activity the deeds are deposited at the notary archive.
The firm issues the party with an authenticated copy of the deed, in digital format (by email at the provided email address) or on paper, which can be collected from our firm.
 
Contact: info@bbnotare.it
What is a so called “biological testament”?
 
With a biologic testament or a patient decree people can determine in writing and in a legally binding way, which kind of medical services they want to utilize or refuse in those cases in which they are incapable of deciding for themselves.

Who can draft a “biological testament“?
A biological testament can be drafted by any person over the age of majority and of sound mind by means of a notarial deed, notarial certified private document or in the form of a simple private document which is to be personally deposited at the civil registry office of the municipality of residence.
There is a legal requirement that the person must be informed by a doctor about the consequences of a patient decree.
Can I revoke my patient decree?
The biological testament can be revoked in the same form in which it was issued, and in urgent cases also verbally by declaration or video message recorded by a doctor and in the presence of two witnesses.
Can I nominate a person of trust who can represent me in front of the doctor?
The law also provides the possibility (but not the duty) of naming a person of trust in the case of incapability, who will decide together with the doctor the further medical proceeding and therapies according to the patient decree or, in extraordinary cases (when the patient decree is evidently incongruous, does not reflect the clinical status of the patient or new therapies are available which were unknown at the time the patient decree was drafted) to divert from it.
It is furthermore to underline, that there is no obligation to register biological testaments and that they are not subject to any tax or fee.

THE ROLE OF THE NOTARY in the drafting of biological testaments
The notary assists and guarantees that the patient decree of a person clearly reflects their true will and eliminates any misunderstandings or the risk of a legally invalid patient decree.

(source: https://www.notariato.it/it/famiglia/testamento-biologico)
What is the european certificate of succession?
 
The EU-Regulation n. 650/2012 introduced the so called European Certificate of Succession for inheritances after August 17, 2015. The goal of the legislator is to align the rules in cases of inheritances with cross border aspects, considering the multiplicity regulations in the different countries and to define the competency, the applicable law and the office in charge of the issuing of the documentation. This certificate can be used by heirs, legatees, heir executors and inheritance administrators to proceed in a country of the EU which is not the country where the inheritance proceeding/succession started.
In Italy the European certificate of succession is issued by the notary upon request from the heirs, the legatees, heir executor or inheritance administrators, as provided by the EU-Regulation.
Which requirements do i have to fulfill in order to apply for the so called “first home incentive”?
 
In the case of the purchase of a first home, both a reduction of the registration tax in favor of private people and a reduction of VAT tax in favor of companies applies, which is certainly an advantage for the buyer.
 
The following requirements are necessary:
- the apartment to be purchased must belong to a special cadastral category (excluded are the categories A/1, A/8 and A/9);
- the buyer can not be the sole holder of a property right, usufruct right, right of use or right of residence of another apartment or part of an apartment in the same municipality territory as the apartment to be purchased;
- the buyer can not be – also not partially – the owner of another property or holder of any usufruct right, right of use or right of residence in the Italian territory and can also not be the owner of an immovable property acquired previously by means of the same “first home incentive”;
- the buyer must reside in the municipality where the apartment to be purchased is located or transfer the residency to this municipality within 18 months from the conclusion of the purchasing agreement or be employed in the aforementioned municipality.
Cases of forfeiture of the incentives are provided by law, in which the repayment of the ordinary taxes together with a supplement and the default interest is mandatory.
 
(source: http://www.agenziaentrate.gov.it/wps/content/Nsilib/Nsi/Aree+telematiche/Casa/ Agevola zioni+per+acquisto+della+prima+casa)
Invoice requests
 
As of January the 1st 2019 all invoices for services provided to residents or people and companies in Italy must be issued electronically.
Our accounting department is available if further information is required, as well as for the transmission of an invoice copy in paper form.
 
Contact: buchhaltung@bbnotare.it
The liability of the company member
 
The liability of the company member/associate is strictly connected to the company structure choice. The risks and the liability changes significantly accordingly to the chosen type of company.
The liability can also change in reference to certain other circumstances, as for example, the company member’s position, the company member’s actions or in accordance to certain liability limitation agreements between company members “patti contrari” (if legally allowed).
In partnerships the company members are generally liable for the company obligations. If the company assets are not sufficient, for example, to pay debts, the company members have to pay out of their own pockets. Regarding civil law, creditors can resort to the private assets of the members in case the funds of the company are not enough to pay the debts. The company members are liable with all present and all future assets in reference to the company debts.
Corporations function in a different way: The company assets are strictly separated from the private assets. Creditors can only resort to the company assets but not to the private assets of the members. In the worst case the company member can lose all of the the assets which they contributed to the company, but not more than this. 
As an example for partnerships, in this particular case a simple partnership, it is stipulated by law that the liability is not limited to the company for their obligations, but is extended also to the company members, with their own private assets, who act in the name of and on behalf of the company and furthermore – unless otherwise specified in the regulations – also to all other company members who are not part of the management (art. 2267 c.c.). As a result of this legal regulation, a company member, even if not part of the management, is liable for the obligations assumed by other company members, with all his private assets. Nevertheless the possibility of limiting the liability for company members who are not part of the management is admitted by means of an internal company agreement. Legally this limitation of liability must be publicly disclosed in order to be effective against third parties.
Regarding corporations and, more specifically, limited companies, it is provided by law that the company member is not liable with his own private assets for company obligations. Those have to be covered by the company assets. In cases in which the corporation is established only by one company member, the civil law provides for the loss of the condition of limited liability under certain particular circumstances.
 
THE ROLE OF THE NOTARY in the choice of the right company structure 
The notary knows the pros and cons of every company model, also in reference to the associated risks and liability aspects and provides essential advice for all kinds of business activities. 
What is a “cohabitation agreement”?
 
With a cohabitation agreement an unmarried adult couple can regulate certain aspects of property rights, as well as the consequences of a termination of cohabitation. With the same cohabitation agreement it is also possible to regulate personal aspects, as for example, the nomination of a support administrator. The basic condition for this type of contract is the cohabitation of the couple, as well as reciprocal moral and mental support.
The cohabitation agreement has to be written by means of a public deed or a notarized private deed.
It is possible that other aspects are regulated with a cohabitation agreement as well: authorization of representation by the partner in the event of illness, regulation of financial circumstances in reference to cohabitation requirements and cohabitation in a general community of goods, etc.

THE ROLE OF THE NOTARY in the drafting of a cohabitation agreement
The need to draft a cohabitation agreement and to regulate one’s assets can come when a couple decides to live together permanently and for example decides to purchase a property.
The notary takes care of the cohabitation agreement and verifies that all aspects and needs are mentioned and covered paying particular attention to the weaker party.

(source: http://www.notariato.it/it/famiglia/contrattodiconvivenza)
What is a “rent to buy” contract?
 
The so called “rent to buy” contract is a new type of contract, whereby the landlord immediately transfers the possession and use of the property to the tenant (future buyer), with the obligation to pay the rent. In the contract the parties agree further, that at the end of the lease period, the tenant will either acquire the property, deducting the rent amount already paid, or dissolve the contract.
The proceeding can be divided in two phases: the use of the property, which is considered to be the basic element of the contract and the transfer of the ownership of the property, which consists only in a mere possibility in favor of the tenant. 
The particularity consists in the previously mentioned possibility to choose in favor of the tenant after the conclusion of the lease period: he can decide to purchase the property (with a real right of purchase) or he can decide to dissolve the contract.
With the annotation in the real estate register of the lease-purchase contract (annotation in the land register) the tenant/potential buyer receives a valuable protection. Regarding the use of the property, the annotation can be held against third parties; regarding the possibility of purchasing the property, the annotation has a similar effect as the preliminary purchase agreement.
For these reasons, the advantages the parties can receive by agreeing on this type of contract are clear:
The owner/seller reserves the right of ownership until the total purchasing price is paid, with the peculiarity that the lease agreement is not subject to binding lease agreement rules. Nevertheless he receives an economic advantage, as the property purchase is postponed, simultaneously keeping the right to receive the agreed rent during this period.
The advantages for the buyer consist in the immediate availability of the property without any obligations, as he can decide at the agreed end of the lease, either to buy the property or to dissolve the contract.
 
THE ROLE OF THE NOTARY in the “rent to buy” contract
The economic proceeding is quite complex and requires a number of specific verifications to be carried out, in particular so that the will of the parties is respected and applied. The notary will assist and advise you, guaranteeing full access to this new contract model with maximum security.
 
(source: http://www.notariato.it/it/casa/il-rent-buy)
What is a cross-border merger?
 
A cross-border merger is a transaction in which companies regulated by different law systems participate. 
The said transaction is regulated by art. 25, paragraph 3, Law n. 218/1995: in order to be valid the merger of legal entities must follow the respective law system under which the entities were established. Furthermore the Legislative Decree n. 108/2008 and the Italian civil code applies to compatible aspects for the Italian company concerned.
The procedure regarding the cross-border merge is characterized by a particular complexity and can be summarized as follows: the drafting of the merger plan; the approval of the merger plan; the drafting of the legal conformity certification, the merger transaction, the drafting of the final legal audit certification and ends with the deposit of those last three documents at the Chamber of Commerce.
The procedure starts in the same way as a national merger procedures with the merger plan. The law provides that the competent departments defined by the respective law systems draft together a “common merger plan”.
The plan must include, among other things, data regarding the participating companies, the previous establishment contract and the statute of the company to merge as well as all information mentioned in art. 1 Legislative Decree N. 108/2008. In the case of employment contracts with companies subject to incorporation, special attention is required. 
 
Therefore the merger plan has to be approved in accordance with the rules of change of statute of the Italian company.
Before signing the merger agreement the legal conformity certification must be issued and consists in a certification attesting that the merger is in line with each country’s procedures. For Italian companies this certificate is issued by the notary.
Lastly the final legal audit certification follows, which is also issued by the notary and deposited at the competent Chamber of Commerce.
 
(source: “La fusione transfrontaliera e internazionale” by Angelo Busani. And "http://elibrary.fondazionenotariato.it/articolo. asp?art=21/2104&mn=3")
Become a part of us!
 
If everyone is moving forward together, then success takes care of itself"
Henry Ford
 
Our goal is to provide the best possible professional legal and fiscal support and advice to individuals and businesses. For this reason, we are always on the lookout for motivated and reliable talents who want to become part of our dedicated team. We focus on the individual development of our employees and we highly value personal and professional growth.
This enables our employees to unfold their full potential.

If you are looking foreward to develop yourself within a dynamic environment, we cannot wait to get to know you.

Apply now at info@bbnotare.it!
Cases of company dissolutions
 
The modalities of a company dissolution are connected to the chosen type of company model. 
It is important to distinguish between partnerships and corporations.
Partnerships can be dissolved in the following cases (art. 2272 c.c.):
- by deadline expiration;
- by achievement of the business purpose or in case of impossibility to achieve the business purpose;
- by the will of all the company members;
- by the lack of the majority of members, if the majority is not restored within 6 months;
- under other circumstances specified in the company contract or partnership agreement.
With the dissolution the respective liquidators start with the formal liquidation of the company. The purpose of the liquidation process is to satisfy the company creditors and to distribute remaining company assets among the members (if there are any remaining assets). Afterwards the company will be removed from the register of the Chamber of Commerce.
Contrary to corporations, partnerships are not mandatory subjected to the liquidation process in the case that there are no remaining assets or liabilities.
In both cases the company dissolution is declared with a public deed or a notarized private deed.
 
Corporations are dissolved in the following cases:
- by deadline expiration;
- by achievement of the business purpose or in case of impossibility to achieve the business purpose;
- by impossibility to manage further the company or by a persistent inactivity of the general assembly;
- by a reduction of the company capital under the minimum provided by law.
In the case of corporation dissolution the liquidation process is mandatory, as a guarantee for the creditors. For that reason, the general corporation assembly has to nominate a liquidator (in the majority of cases a person from the management board or the control & advisory board is nominated), with the mission to settle all outstanding debts as well as recovering all company credits. Only after the liquidation balance sheet is approved, the company can be removed from the Chamber of Commerce Register.
What is “property leasing for residential use”?
 
The property leasing for residential purpose was introduced with the stability law n. 208/2015 and is a type of contract whereby a leasing company undertakes the obligation to purchase or build a property, chosen by the tenant, who has the right to reside for a certain time period and for an agreed payment amount and is furthermore entitled to purchase the property at a certain price after the agreed period.
This contract model should incentivize young people to buy a property for residential reasons and as a main domicile by means of a leasing contract and is a valid alternative financial model compared to classic mortgage loans with reasonable tax advantages.
The difference in reference to the classic loan agreement: with a classic loan agreement the applicant receives a certain amount of money for the purchase of the property with the annotation of the loan or mortgage in the land register as a security. In the case of property leasing for residential use, the tenant can use the property immediately and can acquire the property by exercising the right of repurchase after the agreed period.
People with an income lower then 55,000 Euro/year can also apply for “property leasing for residential use” and profit from certain advantages. 
Tax advantages consist in the deductibility of the lease rates and of the purchasing price. Furthermore a reduction of the registration tax is provided in the case of the purchase of a first home.
 
THE ROLE OF THE NOTARY in the “property leasing for residential use”
The notary can give valuable advice regarding this atypical contract model and special tax area and assist you in every related aspect.
 
(source: https://www.notariato.it/it/casa/il-leasing-immobiliare-abitativo)
What is a family capital fund?
 
With a family capital fund (fondo patrimoniale) a married couple can decide to attribute certain goods to the fulfillment of general family needs. That means that the family capital fund is established for a specific purpose and is subject to very specific rules.
The family capital fund can be established by the spouses but also by a third person - with the consent of the spouses.
Only real estate, registered movable assets, such as cars and boats and securities may be included in the fund.
What does establishing a family capital fund mean?
With the designation of certain goods and the attribution to the family capital fund, these goods are protected from creditors, whose claims are not attributable to credits accrued in the family interest. For the attribution of goods to family purposes, and accordingly to the family capital fund, no transmission of ownership is required.
The administration of goods, part of the family capital fund, follows the general rules of the joint property and can not be transferred, subjected to mortgages or pledges or restrictions without the consent of both spouses – and in the case of minors – without in addition the approval of the respective judge. Nevertheless the parties can also choose a different arrangement. The notary can also in this case give important advice and find the correct solution for your needs, reflecting your will.

THE ROLE OF THE NOTARY in the establishment of a family capital fund
The establishment of the family capital fund is carried out by means of a notarial deed in the presence of two witnesses, and will be recorded in the Land Registry.

(source: http://www.notariato.it/it/famiglia/fondo-pagtrimoniale)