The Società a Responsabilità Limitata (S.r.l.) it's a form of limited liabilities company that represents the most flexible and widespread form among joint-stock companies, it's intended for smaller companies. The Società a Responsabilità Limitata (S.r.l.) is governed in the Civil Code by articles 2462-2483.

The Società a Responsabilità Limitata (S.r.l.) presents intermediate characteristics between joint-stock companies and partnerships, sharing with the former the perfect patrimonial autonomy, with the shareholders who respond limited to their share of the corporate obligations, and with the partnerships the strong statutory autonomy in the discipline of relationships internal between shareholders. In the limited liability company for social obligations, only the company is liable with its assets.

Società a Responsabilità Limitata (S.r.l.) with sole shareholder or unipersonal

In the event of insolvency (bankruptcy) of the company, for the corporate obligations arising in the period in which the entire shareholding belonged to a single person, the latter is indefinitely liable when the contributions have not been made in accordance with the provisions of article 2464, or until when the disclosure prescribed with the filing at the business register office in whose district the registered office is established has not been implemented.

Constitution

The instrument of incorporation must be drawn up by public notary and must indicate:

1) the surname and first name or name, date and place of birth or state of incorporation, domicile or registered office, citizenship of each shareholder;

2) the name, containing the indication of limited liability company, and the municipality where the company's headquarters and any secondary offices are located;

3) the activity that constitutes the corporate purpose;

4) the amount of the capital, not less than ten thousand euros, subscribed and paid up;

5) the contributions of each shareholder and the value attributed to the credits and assets conferred in kind;

6) the participation fee of each shareholder;

7) the rules relating to the functioning of the company, indicating those concerning administration, representation;

8) the persons entrusted with the administration and any person in charge of carrying out the statutory audit;

9) the overall amount, at least approximate, of the expenses for the incorporation charged to the company.

Within 20 days of signing, the notary shall deposit the instrument of incorporation at the competent business register office (Camera di Commercio), simultaneously requesting the registration of the company in the register itself, which confers legal status on the company. For the operations carried out before registration, those who have acted are indefinitely and jointly liable to third parties. 

Contributions

The value of the contributions cannot be overall lower than the overall amount of the share capital. All the elements of the assets susceptible of economic evaluation can be conferred. Unless otherwise established in the deed of incorporation, the contribution must be made in cash.

At the signing of the instrument of incorporation, at least twenty-five percent of the contributions in cash and the entire premium or, in the case of constitution by unilateral deed, their entire amount (the entire amount in the case of an Srl with a single shareholder). The means of payment are indicated in the instrument of incorporation. The payment can be replaced by the stipulation, for at least a corresponding amount, of an insurance policy or a bank guarantee.

The minimum share capital is € 10,000.00, divided into shares that give each shareholder a power proportional to the share held, unless otherwise provided in the articles of association. All elements of the assets susceptible to economic evaluation can be transferred: money, credits, movable and immovable property, but also works or services in favor of the company, for which the presentation of an insurance or a bank guarantee that guarantees the obligations assumed by the shareholder.

Estimate of the contributions of goods in material goods and credits

Anyone who confers assets in material goods or credits must submit the sworn report of a statutory auditor or a statutory auditing company registered in the appropriate register. The report, which must contain a description of the assets or credits conferred, an indication of the valuation criteria adopted and the attestation that their value is at least equal to that attributed to them for the purpose of determining the share capital and any premium, must be attached to the instrument of incorporation.

Shares

The social rights are due to the shareholders in proportion to the shareholding owned by each. Unless the instrument of incorporation provide otherwise, the shareholdings of the shareholders are determined in proportion to the contribution. Without prejudice to the possibility that the instrument of incorporation provides for the attribution to individual shareholders of particular rights regarding the administration of the company or the distribution of profits, unless otherwise provided in the instrument of incorporation, the rights provided for in the preceding paragraph can only be modified with the consent of all shareholders.

Withdrawal of the shareholder

The instrument of incorporation determines when the shareholder can withdraw from the company and the relative procedures. In any case, the right of withdrawal belongs to the shareholders who have not allowed the change of the object or type of company, its merger or demerger, the revocation of the liquidation status, the transfer of the headquarters abroad, the elimination of one or more causes of withdrawal provided for in the instrument of incorporation and the completion of operations that involve a substantial modification of the object of the company determined in the instrument of incorporation or a significant modification of the rights attributed to the shareholders. The provisions on withdrawal for companies subject to management and coordination activities remain unaffected.

In the case of a company contracted for an indefinite period, the right of withdrawal belongs to the shareholder at any time and can be exercised with at least one hundred and eighty days' notice; the instrument of incorporation may provide for a notice period of longer duration as long as it does not exceed one year.

Shareholders who withdraw from the company have the right to obtain reimbursement of their shareholding in proportion to the share capital. To this end, it is determined taking into account its market value at the time of the declaration of withdrawal; in the event of disagreement, the determination is made through a sworn report by an expert appointed by the court, who also provides for the costs, at the request of the most diligent party.

The reimbursement of the shares for which the right of withdrawal has been exercised must be carried out within one hundred and eighty days from the communication of the same to the company. It can also take place through purchase by the other shareholders in proportion to their shareholdings or by a third party identified by the same shareholders. If this does not happen, the reimbursement is made using available reserves or, failing that, correspondingly reducing the share capital; in the latter case, the reduction of the share capital is applied and, on the basis of this, it is not possible to reimburse the shareholding of the withdrawn shareholder, the company is put into liquidation.

The withdrawal cannot be exercised and, if already exercised, is ineffective, if the company revokes the resolution that legitimizes it or if the dissolution of the company is resolved.

Shareholder exclusion

The articles of association may provide for specific cases of exclusion for just cause of the shareholder. In this case, the provisions of the previous article apply, excluding the possibility of reimbursement of the shareholding by reducing the share capital.

Company administration

The management of the company is carried out in compliance with the provision referred to in article 2086 of Civil Code, second paragraph, and is the sole responsibility of the directors, who carry out the operations necessary for the implementation of the corporate purpose. Unless otherwise specified in the instrument of incorporation, the administration of the company is entrusted to one or more shareholders appointed by decision of the shareholders.

When the administration is entrusted to more than one person, they constitute the board of directorsConsiglio di Amministrazione - a.k.a C.d.A. ). The instrument of incorporation may however provide, except as provided in the last paragraph of this article, that the administration be entrusted to them separately or jointly.

If a the board of directorsConsiglio di Amministrazione - a.k.a C.d.A. ) is constituted, the instrument of incorporation may provide that the decisions are adopted by written consultation or on the basis of the consent expressed in writing. In this case, the documents signed by the directors must clearly show the subject matter of the decision and the consent to the same.

Representation of the company

The directors have the general representation of the company.

The limitations on the powers of the directors resulting from theinstrument of incorporation or from the director's appointment act, even if published, cannot be opposed to third parties, unless it is proven that they have intentionally acted to the detriment of the company.

Conflict of interest of directors

Contracts concluded by directors who represent the company in conflict of interest, on their own behalf or on behalf of third parties, with the same can be canceled at the request of the company, if the conflict was known or recognizable by the third party.

The decisions adopted by the board of directors with the decisive vote of a director in conflict of interest with the company, if they cause financial damage, can be challenged within ninety days by the directors and, if current, by the board of statutory auditors or sole auditor. In any case the rights acquired in good faith by third parties, on the basis of acts carried out in execution of the decision, are safe.

Responsibility of directors and control of shareholders

The directors are jointly and severally liable towards the company for damages deriving from the non-observance of the duties imposed on them by law and by the deed of incorporation for the administration of the company. However, the responsibility does not extend to those who prove to be exempt from guilt and, being aware that the act was about to be performed, have shown their dissent.

Shareholders who do not participate in the administration have the right to have news from the administrators on the conduct of company affairs and to consult, also through trusted professionals, the company books and documents relating to the administration.

The liability action against the directors is initiated by each shareholder, who may also request, in the event of serious irregularities in the management of the company, that a precautionary measure to remove the directors be adopted. In this case, the judge can make the provision subject to the provision of a specific deposit.

In the event of acceptance of the request, the company, without prejudice to its right of recourse against the directors, reimburses the plaintiffs for the legal costs and those incurred by them for ascertaining the facts.

Unless otherwise provided in the articles of association, the liability action against the directors may be subject to waiver or settlement by the company, provided that it allows a majority of the shareholders representing at least two thirds of the share capital and provided that many shareholders do not object which represent at least one tenth of the share capital.

The provisions of the preceding paragraphs do not affect the right to compensation for damages due to the individual shareholder or to a third party who have been directly damaged by intentional or negligent acts of the directors.

Shareholders who have intentionally decided or authorized the carrying out of acts harmful to the company, shareholders or third parties are also jointly liable with the directors, pursuant to the preceding paragraphs.

The approval of the financial statements by the shareholders does not imply release of the directors and statutory auditors for the responsibilities incurred in the management of the company.

Auditor and statutory audit

The articles of association may provide for the appointment of a board of auditors ( a.k.a Collegio Sindacale ) or an sole auditor ( ak.a. Revisore Unico ), determining their competences and powers, including the statutory audit. Unless the articles of association provide otherwise, the board of auditors is made up of only one effective member so it wil be a sole auditor

The appointment of the board of auditors or the sole auditor is mandatory if the share capital is not less than the minimum established for joint stock companies (€ 120,000.00) or if the company:

a) is required to prepare consolidated financial statements;

b) controls a company obliged to carry out the statutory audit;

c) has exceeded one in three of the following limits for two consecutive years:

1) total assets of the balance sheet: 4,000,000 euros;

2) revenues from sales and services: 4,000,000 euros;

3) employees employed on average during the year: 20 units;

The obligation to appoint the board of auditors or the sole auditor referred to in letter c) of the third paragraph ceases if, for two consecutive financial years, one out of three of the aforementioned limits is not exceeded.

In the event of the appointment of a board of auditors, even sole auditor, the provisions on the board of statutory auditors envisaged for joint stock companies apply.

The shareholders' meeting that approves the financial statements in which the previously indicated limits are exceeded must arrange, within thirty days, for the appointment of the board of auditors or sole auditor. If the shareholders' meeting fails to do so, the court will make the appointment at the request of any interested party.

Compulsory companyl books

In addition to the books and other accounting records prescribed in article 2214 Civil Code, the company must keep:

  1. the shareholders' register, which must indicate the name of the shareholders, the shareholding pertaining to each, the payments made on the shareholdings, as well as the changes in the persons of the shareholders;
  2. the shareholders 'decision book, in which both the minutes of the shareholders' meetings, even if drawn up by public deed, and the decisions taken pursuant to the first sentence of the third paragraph of article 2479 Civil Code are transcribed without delay; the related documentation is kept by the company;
  3. the book of directors' decisions;
  4. the book of decisions of the board of statutory auditors.

The books indicated in numbers 2) and 3) of the first paragraph must be kept by the directors and the book indicated in number 4) of the first paragraph must be kept by the board of auditors.

Company contracts with the sole shareholder or transactions in favor of the sole shareholder are enforceable against the creditors of the company only if they result from the book indicated in number 3 of the first paragraph or from a written document with a certain date prior to the foreclosure.

Balance sheet and distribution of profits to shareholders

The financial statements must be drawn up in compliance with articles 2423, 2423-bis, 2423-ter, 2424, 2424-bis, 2425, 2425-bis, 2426, 2427, 2428, 2429, 2430 and 2431 Civil Code except for the provisions of article 2435-bis Civil Code. It is presented to the shareholders within the term established by the instrument of incorporation and in any case not exceeding one hundred and twenty days from the end of the financial year, without prejudice to the possibility of a longer term within the limits and under the conditions set out in the second paragraph of article 2364 Civil Code.

Within thirty days of the shareholders' decision to approve the financial statements, a copy of the approved financial statements must be filed with the business register office ( Camera di Commercio ), in accordance with article 2435 Civil Code.

The decision of the shareholders approving the budget decides on the distribution of profits to the shareholders.

Only the profits actually achieved and resulting from the regularly approved financial statements can be distributed.

If there is a loss of the share capital, there can be no distribution of profits until the capital is reinstated or reduced accordingly.

Profits paid in violation of the provisions of this article are not repeatable if the shareholders have collected them in good faith on the basis of duly approved financial statements, which show corresponding net profits.

Shareholders' decisions

The shareholders decide on the matters reserved to their competence by the instrument of incorporation, as well as on the matters that one or more directors or many shareholders representing at least one third of the share capital submit for their approval.

In any case, the following are reserved to the competence of the shareholders:

  1. approval of the financial statements and distribution of profits;
  2. the appointment, if provided for in the articles of association, of the directors;
  3. the appointment of the statutory auditors and the chairman of the board of statutory auditors or the person in charge of carrying out the statutory audit;
  4. amendments to the articles of association;
  5. the decision to carry out operations that involve a substantial modification of the corporate purpose determined in the instrument of incorporation or a significant modification of the rights of the shareholders.

The articles of association may provide that the decisions of the shareholders are adopted by written consultation or on the basis of the consent expressed in writing. In this case the documents signed by the shareholders must clearly show the subject matter of the decision and the consent to the same.

If in the instrument of incorporation there is no provision referred to what above and in any case with reference to the matters indicated in numbers 4) and 5) of the reserved to the competence of the shareholders as well as in the case provided for by the fourth paragraph of article 2482-bis Civil Code or when requested by one or more directors or a number of shareholders representing at least one third of the share capital, the decisions of the shareholders must be adopted by means of a shareholders' resolution pursuant to article 2479-bis Civil Code.

Each shareholder has the right to participate in the decisions and his vote is valid in proportion to his participation articles 2351, 2463, 2468 Civil Code.

Unless otherwise specified in the articles of association, the decisions of the shareholders are taken with the favorable vote of a majority representing at least half of the share capital.

Shareholders' Meeting

The instrument of incorporation determines the methods of calling the shareholders' meeting, in any case such as to ensure timely information on the topics to be discussed. Without this the call of Shareholders' meeting is made by registered letter sent to the shareholders at least eight days before the meeting at the address shown in the business register article 2366 Civil Code.

If the articles of association do not provide otherwise, the shareholder can be represented at the meeting and the relative documentation is kept in accordance with the provisions of article 2478 Civil Code, first paragraph, number 2).

Unless otherwise provided in the articles of association, the assembly meets at the registered office and is duly constituted with the presence of many shareholders representing at least half of the share capital and resolves by absolute majority and, in the cases provided for by numbers 4) and 5 ) of the second paragraph of article 2479 Civil Code, with the favorable vote of the shareholders representing at least half of the share capital.

The meeting is chaired by the person indicated in the instrument of incorporation or, failing that, by the person designated by the attendees. The chairman of the assembly verifies the regularity of the constitution, ascertains the identity and legitimacy of those present, regulates its development and ascertains the results of the voting; the results of these checks must be reported in the minutes.

In any case, the resolution is considered adopted when the entire share capital participates in it and all the directors and the board of statutory auditors are present or informed of the meeting and no one opposes the discussion of the matter.

Invalidity of shareholders' decisions

The decisions of the shareholders that are not taken in accordance with the law or the articles of association can be challenged by the shareholders who did not allow it, by each director and by the board of statutory auditors within ninety days of their transcription in the shareholders' decision book. The court, if it deems it appropriate and is requested by the company or by the person who has proposed the challenge, can assign a term not exceeding one hundred and eighty days for the adoption of a new decision suitable for eliminating the cause of invalidity.

If they could cause damage to the company, decisions taken with the decisive participation of shareholders who have, on their own behalf or on behalf of third parties, an interest in conflict with that of the company can be challenged in accordance with the previous paragraph.

Decisions having an illegal or impossible object and those taken in the absolute absence of information can be challenged by anyone who has an interest in them within three years from the transcription in the book of shareholders' decisions. Resolutions that modify the corporate purpose by providing for impossible or illegal activities can be challenged without time limits.

Amendments to the articles of association

Amendments to the instrument of incorporation are approved by the shareholders' meeting in accordance with article 2479-bis Civil Code. The minutes are drawn up by a notary and article 2436 Civil Code applies.

Capital increase

The instrumento of incorporation may grant the directors the faculty to increase the share capital, determining the limits and methods of exercise; the decision of the directors, which must appear in minutes drawn up without delay by a notary, must be filed and registered in accordance with article 2436 Civil Code.

The decision to increase the share capital cannot be implemented until the contributions previously due have not been fully carried out.

Capital increase through new contributions

In the event of a decision to increase the share capital by means of new contributions, the shareholders have the right to subscribe it in proportion to the shareholdings they own. The instrument of incorporation may provide, except for the case referred to in article 2482-ter Civil Code, that the share capital increase may also be implemented through the offer of newly issued shares to third parties; in this case, the shareholders who have not allowed the decision have the right of withdrawal pursuant to article 2473 Civil Code.

The capital increase decision provides for any share premium and the methods and terms within which the subscription right can be exercised. These terms cannot be shorter than thirty days from the moment in which the shareholders are informed that the capital increase can be subscribed. The decision may also allow, by regulating the procedures, that the part of the capital increase not subscribed by one or more shareholders is subscribed by the other shareholders or by third parties.

If the capital increase is not fully subscribed within the term established by the decision, the capital is increased by an amount equal to the subscriptions collected only if the resolution itself has expressly allowed it.

Without prejudice to the provisions of the second sentence of the fourth paragraph and the sixth paragraph of article 2464 Civil Code, the subscribers of the capital increase must, at the time of subscription, pay the company at least twenty-five percent of the subscribed capital and, if applicable , the whole extra charge. For the contributions of goods in kind or credits, the provisions of the fifth paragraph of article 2464 Civil Code apply.

If the share capital increase is subscribed by the sole shareholder, the contribution in cash must be fully paid at the time of subscription.

Within thirty days of the signing, the directors must file a certificate that the capital increase has been carried out for registration in the register of companies (Camera di Commercio).

Transfer of reserves to capital

The company can increase the share capital by attributing to it the reserves and other funds recorded in the financial statements as available. In this case, the participation fee of each shareholder remains unchanged.

Reduction of the share capital

The reduction of the share capital may take place, within the limits set by number 4) of article 2463, by reimbursement to the shareholders of the shares paid or by releasing them from the obligation of the payments still due.

The decision of the shareholders to reduce the share capital can be carried out only after ninety days from the day of the registration in the register of companies (Camera di Commercio) of the same decision, provided that within this period no social creditor prior to the registration has objected.

The court, when it deems the risk of damage to creditors unfounded or the company has provided a suitable guarantee, orders that the execution take place despite the opposition.

Capital reduction for losses

When it appears that the share capital has decreased by more than one third as a result of losses, the directors must immediately convene the shareholders' meeting for the appropriate measures.

A report by the directors on the financial situation of the company must be submitted to the shareholders' meeting, with the observations in the cases provided for by article 2477 Civil Code of the board of statutory auditors or of the person in charge of carrying out the statutory audit. Unless the articles of association provide otherwise, a copy of the report and the observations must be deposited at the company headquarters at least eight days before the meeting, so that the shareholders can view them.

At the meeting, the directors must give an account of the significant events that occurred after the drafting of the report provided for in the previous paragraph.

If within the following financial year the loss has not decreased to less than one third, the shareholders' meeting must be called to approve the financial statements and to reduce the capital in proportion to the ascertained losses. Failing this, the directors and statutory auditors or the person in charge of carrying out the statutory audit of the accounts appointed pursuant to article 2477 Civil Code must ask the court for a reduction in the capital due to the losses resulting from the financial statements.

The court, even at the request of any interested party, provides with a decree subject to complaint, which must be entered in the register of companies by the administrators.

Capital reduction below the legal minimum

If, due to the loss of more than one third of the capital, this falls below the minimum established by number 4) of article 2463 Civil Code, the directors must without delay convene the meeting to resolve the reduction of the capital and the simultaneous increase of the same. to a figure not less than the said minimum.

The possibility of deliberating the transformation of the company is reserved.

Causes for dissolution of the company

The limited liability company dissolves:

  1. for the expiry of the term;
  2. for the achievement of the corporate purpose or for the unexpected impossibility of achieving it, unless the shareholders' meeting, convened for this purpose without delay, resolves the appropriate amendments to the bylaws;
  3. for the impossibility of functioning or for the continued inactivity of the assembly;
  4. for the reduction of the share capital below the legal minimum, except for the provisions of articles 2447 and 2482-ter Civil Code;
  5. in the cases envisaged by articles 2437-quater and 2473 Civil Code;
  6. by resolution of the assembly;
  7. for the other causes provided for by the articles of association or by the statute.

The company is also dissolved for the other causes provided for by law; in these cases, the provisions of the following articles apply insofar as they are compatible.

The effects of the dissolution are determined, in the cases provided for by numbers 1), 2), 3), 4) and 5), on the date of registration with the business register office of the declaration with which the directors ascertain the cause and, in the hypothesis provided for by number 6) , at the date of registration of the related resolution.

When the articles of association or the articles of association provide for other causes of dissolution, they must determine the competence to decide or ascertain them, and to carry out the advertising obligations.