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A company can be:
- an SPA (società per azioni or joint stock company)
- an SAPA (società in accomandita per azioni or publicly traded partnership),
- an SRL (società a responsabilità limitata or private company limited by shares).
These are organisations of people and resources for the joint operation of a productive activity, with full economic independence: thus, only the corporation with its assets is liable for the corporation's debts. The shareholder's exposure therefore is limited to the capital contributed: he has no personal responsibility, not even of a subsidiary nature, for the company's liabilities (except when required by law).
The system of joint-stock companies was radically reformed in order to increase their competitiveness in domestic and international markets. The central theme of the corporation was changed to emphasise private autonomy, particularly in the preparation of the memorandum and articles of association which govern not only the company's creation but also the conduct of future operations.
The shareholder has no direct power of administration and control over the company, but may give his vote at a shareholders' meeting and participate in the election of directors and auditors. This does not prevent him from being appointed as a director and taking on the relevant responsibilities.
The joint-stock company operates by way of three bodies: the shareholders' meeting, with powers limited to major decisions for the institution, its board of directors, which is responsible for the management of the company and implementation of its goals, and the (internal) auditors, a body for the control and supervision of the activities of the directors.
The Role of the Notary
There are various types of companies that may carry out business activities: the choice depends not only on the nature of those who want to set up the company but also the circumstances that underlie its formation. For this reason, early contact should be made with the notary, who will be able to illustrate the opportunities and consequences, in terms of risk and responsibility, that each business model entails.
The assistance of a notary in the setting up of the company is essential. The preparation of a good memorandum and articles of association will ensure that the company is governed by valid durable organisational rules that will be able to handle any situation or circumstance and that will also facilitate the economic development of the company without falling into litigation and disputes.
In 2000 the check by the courts (technically called “homologation”) for the creation of new companies was abolished and consequently the notary, who is now in charge of the prior legality check, has taken over that responsibility. Since 2000, therefore, a share-capital company, which until then needed about 150 days from its formation to its effective operation can now be operational on the day of the deed, or at most in a few days. In Italy there is virtually no corporate litigation. Further emphasising the role of preventive justice entrusted to the notary in corporate matters is a recent provision of the law that provides for the immediate entry of the deeds drawn up by the notary in the company register, leaving the latter to carry out its checks after the fact.