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The Italian Sas is comparable to the U.S. limited partnership, as both structures involve a mix of general partners with unlimited liability and limited partners with restricted liability. However, there may be differences in the specific rules and regulations governing the formation, operation, and taxation of limited partnerships in Italy and the United States. In both jurisdictions, the profits and losses of the partnership are allocated among the partners according to the partnership agreement, and partners are subject to personal income tax on their respective shares of the partnership income. Additionally, both Italian and U.S. limited partnerships require a partnership agreement outlining the terms and conditions of the partnership, including the division of profits and losses, roles and responsibilities, and procedures for dispute resolution or dissolution. In conclusion, a limited partnership (Sas) can be an attractive option for investors seeking to balance liability and management control, while leveraging the expertise and resources of multiple partners. Comparatively, the Italian Sas shares many similarities with its U.S. counterpart, though it is essential for investors to familiarize themselves with the specific rules and regulations governing these entities in their respective jurisdictions. 3. Corporations Corporations in Italy are legal entities separate from their owners, offering a higher level of complexity, structure, and formality compared to partnerships and sole proprietorships. The two primary types of corporations in Italy are the Joint Stock Company ( Società per Azioni , or S.p.A.) and the Limited Liability Company ( Società a Responsabilità Limitata , or S.r.l.). These types of entities provide limited liability for their shareholders, meaning that the owners are only responsible for the company's
debts and obligations up to the amount of their capital contributions. 3.1 Description of the types of business entities available in Italy. 3.1 .1 “Società per Azioni” (S.p.A.) An S.p.A is suitable for larger businesses and is characterized by a more complex management structure and stricter reporting requirements than an S.r.l. Governed by Articles 2325 to 2451 of the Italian Civil Code. The S.p.A represents the main corporate vehicle generally used for investments of significant value, either by foreign or domestic investors. An S.p.A is suitable for larger businesses and is characterized by a more complex management structure and stricter reporting requirements than a S.r.l.. A minimum capital of Euro 50.000 (fifty thousand euros) is required to set up an S.p.A. The capital of the S.p.A. is subdivided into shares and is required to be fully subscribed, although – save for the one sole shareholder case - only 25% of its value may be paid at the time of incorporation. The remaining subscription price is to be paid upon request of the administrative body of the company, in one or more installments. As mentioned above, the S.p.A. confirms the general principle of the limited liability of its shareholders in case of insolvency of the company, which will be limited to the maximum amount of the share capital actually subscribed by each shareholder. This principle is an exception if the S.p.A. is set up or is subsequently owned by a sole shareholder. Both such cases require that the sole shareholder must pay the entire share capital and must fulfil certain publicity
ILN Corporate Group – Establishing a Business Entity Series
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