Società in accomandita semplice

(Limited Partnership)

What it is

The limited partnership (società in accomandita semplice, or S.a.s.) is characterised by the presence of two categories of partners:

• general partners (accomandatari), who are solely responsible for the administration and management of the partnership. They have unlimited joint and several liability for the partnership’s obligations and therefore are in a similar situation to that of members of an SNC;
• limited partners (accomandanti), who are not directors and who are responsible for the partnership’s obligations only to the extent of their investment, subject to certain exceptions regulated by law.

The partnership name must contain the name of at least one general partner and an indication that it is an SAS. If a limited partner agrees that his name be included in the partnership name he becomes, along with the  general partners, jointly and severally responsible without limit for the partnership’s obligations.

Administration and Representation

Limited partners cannot carry out administrative acts, nor deal or transact business on behalf of the company, except by virtue of a special power of attorney for each business matter. The limited partner who contravenes this prohibition assumes unlimited joint and several liability towards third parties for all the partnership’s obligations and may be excluded from partnership.

Limited partners can do their work under the direction of the directors and, if the articles of association permit, may authorise and give advice on specific transactions and carry out inspections and surveillance. They have the right to receive the annual accounts and monitor their accuracy. They have right of access to company books and other partnership documents.

It should be noted that, unless the articles of association provide otherwise, the appointment of directors and their dismissal (where a director was not appointed by the original partnership contract) requires the consent of the general partners and the approval of as many limited partners as represent the majority of the capital subscribed by them. Unanimity is not necessary.

The partnership interest of the limited partner is transmissible by inheritance. Unless otherwise provided for in the articles of association, the share of the limited partner may be transferred with the consent of partners representing the majority of the capital, again without unanimity.

Winding Up

In addition to the conditions for the SNC above, the limited partnership can be dissolved for want of general partners or limited partners; the law grants a period of six months to replenish both categories of partners.

During liquidation, too, limited partners retain the limitation of their liability for the obligations of the partnership; creditors who have not been satisfied in the liquidation of the partnership may enforce their rights against limited partners only for the portion of liquidation received by them.