Partnerships

Partnerships can be:

  • general partnerships (non-commercial) (società semplici, or S.s.)
  • general partnerships (commercial) (società in nome collettivo, or S.n.c.)
  • limited partnerships (società in accomandita semplice, or S.a.s)

These are partnerships that do not have legal personality and do not have complete capital independence, so the partners are expected to offer unlimited liability (not only the partnership but the partner too is liable for the obligations and debts of the  partnership; he answers with the whole of his assets, present and future) and there is joint and several liability (a creditor of the partnership has the option to contact any of the partners with unlimited liability and demand of him alone the repayment of the debt) for the obligations taken on by the partnership, except for a few exceptions regulated by law. 

In general, in a partnership, each partner: 

  • has the authority to administer the company (subject to the exceptions provided for by law). 
  • cannot transfer his share of the partnership without the consent of the other partners, either by deed inter vivos or upon death. In the case of succession the heirs have no right to become partners; they only have a right to compensation equal to the actual value of the portion of the partnership subject to succession. (If they are to enter the partnership, the consent of the other partners in the company is needed, obviously in addition to the consent of the heirs, except in the case of the portion of the limited partner). Clauses allowing free transferability of shares inter vivos are considered legitimate, as are legal provisions that regulate the transfer of shares in the case of inheritance: the notary's advice can help in drafting them, within the law, so that they can come into effect in time of need.