Società in accomandita per azioni

What it is

The società in accomandita per azioni (S.a.p.a, or limited partnership company) is a company in which two different groups of shareholders coexist:

• limited partners (soci accomandanti), excluded from directorships and liable only to the extent of their contribution;
• general partners (soci accomandatari), directors by right, personally and fully liable.

As in the joint-stock company, participation in equity is represented by shares, and, as in the limited partnership, management authority is vested in directors having unlimited liability, even if subsidiarily, for the company’s debts.

In practice, this corporate model has never been widespread, except in a few sporadic cases where it was used as a “family safe.” General partners are in fact directors by right and the rules on the appointment of new directors during the life of the company give a right of veto to those already in office, thus making the controlling group safe from attempts at takeovers by mopping up shares on the market.

Corporate Governance

Governance in the S.a.p.a. is substantially that of the joint-stock company, to the extent that the corporate types are compatible. All general partners are by right members of the board.

There are special rules laid down for the appointment and removal of auditors or members of the oversight body; an S.a.p.a. Listed on the stock exchange or subject to statutory audit has special rules for the appointment or dismissal of the external auditors.

Amendments to the articles of association must be approved not only by an extraordinary general meeting but by all general partners.

Winding Up

In general, the winding up and liquidation of an “S.a.p.a.” is governed by the same rules as for a joint-stock company, to which reference is made. In addition there is a specific reason for winding up of an “S.a.p.a.”: the resignation of all the general partners, if within one hundred and eighty days they have not been replaced.

During this period allowed for the replenishment of shareholders, the board of auditors or the supervisory board must appoint a provisional administrator (who may be a limited partner or a third party), whose powers are limited by law to the carrying out of acts of ordinary administration: he does not take on the role of general partner.

If there are no more limited partners, the company may continue operations, but problems can arise if it needs to adopt a resolution that the law reserves exclusively to the limited partners; hence the usefulness of contact with the notary to avoid falling into one of the causes for dissolution of the company (i.e. the impossibility of business functions or continued inactivity of the shareholders’ meeting).