The Italian joint stock company, also known as SpA or Società per Azioni, is often referred to as a public limited liability corporation because it is permitted to exchange its shares on the capital market. Large corporations that use a lot of money will benefit more from this kind of corporate structure. The joint stock corporation is a specific kind of limited liability entity with a distinct legal personality. The corporation, not the individual shareholders, is represented in the contracts and responsibilities that are made.
Requirements in Italy to form a joint stock company
There are some prerequisites to be satisfied to form a joint stock company in Italy. The corporation will first need at least one stakeholder who is not necessarily an Italian citizen. Foreign investments in certain sectors are subject to a few limitations, nevertheless. To register a SpA in Italy, the following conditions must also be met:
- A board of auditors must be appointed by the firm;
- There must be a minimum of one director;
- 50,000 euros in share capital; and
- Annual accounts must be submitted to the Registrar of Companies.
Italian models of how to run a joint-stock business
An Italian joint stock company may issue several kinds of shares since it is allowed to trade on the capital markets. Shares of various types, such as convertible stock or preferred stock, may be exchanged. Varying share types provide the shareholder with different rights to participate in the operational and financial management of the business. Share certificates, which represent shares, are necessary for trading. Three distinct models for managing a joint stock corporation are possible:
The traditional model
In this model, the board of directors, or the single administrator (if there is only one person in charge), has the authority to govern the business, while the board of auditors is responsible for overseeing the fairness and legality of the management’s actions and choices. They are both chosen during shareholder meetings. The divide between management and control is at its greatest under this arrangement.
The dualistic model
Two arms are proposed at the shareholder meeting: an auditing board and a management arm.
The monistic model
The “Comitato per il Controllo sulla gestione” will oversee the conduct of the board of directors, who were elected at the shareholder meeting, while the board of directors will run the firm.
Italy’s creation of a joint stock company
Two steps are involved in the establishment of a joint stock company: the creation of the atto constitutive, or deed of incorporation, and registration with the Companies Registry. To establish a joint-stock company legally, it is also necessary to confirm the following:
- the entire share capital subscribed;
- the payment of 25% of the cash contributions and adherence to the civil code’s provisions for the contributions of goods in kind and credits;
- the existence of government authorizations and other conditions that may be mandated by special laws to be able to establish the company, concerning its specific purposes.
Composing the deed of incorporation of the joint stock company
The following information is included in the deed of incorporation of an s.p.a. according to Italian Civil Code Article 2328:
- the last name and first name or designation (for a legal person);
- the date and state of incorporation;
- the citizenship of the shareholders and any promoters, as well as the number of shares assigned to each of them;
- the name and town of the company’s headquarters and any satellite offices;
- the activity that is the corporate object;
- the amount of subscribed and paid-up capital;
- the number and any nominal value of the shares;
- the name and denomination of the selected administrative structure;
- the number of directors and their responsibilities, designating which of them is the company’s representative;
- the entire, at least approximate, cost of the company’s formation expenditures;
- the number of members on the board of statutory auditors;
- the length of the company or, in the event of an indefinitely constituted business, the maximum period of one year after which a shareholder may resign.
Enrollment in the company register
The joint-stock company’s deed of incorporation is stipulated by the notary after which the directors submit it, along with all the supporting documentation, to the appropriate company registry office (the one where the SPA’s registered office is located). This should be done within ten days, demonstrating compliance with the established requirements. Following Article 2330 of the Civil Code, the notary can also do that. The registration of the s.p.a. in the company register must be done concurrently with the filing of the deed of incorporation. Thereafter, the company register office makes the registration of the s.p.a. in the company register after having verified the formal regularity of the documentation. If the notary or the directors do not make the deposit, each shareholder may do it at the expense of the company.
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