Enterprises and Company Law – Special types of Italian limited liability companies

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The Italian Association of Italian corporations (“Assonime”) (*), with Circular no. 29 of October 30, 2012, analysed the main characteristics of the two types of limited liability companies recently introduced into the Italian legal system: the limited liability company simplified (the so-called “S.r.l.s.”), governed by Article 2463-bis of the Italian Civil Code, and the limited liability company having a small capital (the so-called "S.r.l.c.r.”) which is provided for by Article 44 of Law Decree 83/2012. According to Assonime these two types of companies are not to be considered as two autonomous and independent figures, whilst they should be viewed as belonging to a single overall type of “limited liability company having a small capital” (corporate capital of at least EUR 1, but less than the amount of EUR 10,000) of which the S.r.l.s., intended for young entrepreneurs, is considered a “sub-type”: where the company’s quotaholders structure is composed of individuals under the age of 35 years, the company benefits from a specific simplified discipline; when the age-limit is overcome by the quotaholders, the regulation shall conform to the general S.r.l.c.r.. In any case, both types are related to the general category of limited liability company (“S.r.l.”), whose rules are applicable for all aspects which are not expressly regulated by the law. As for the standard model of Deed of Incorporation imposed by the law to the S.r.l.s. (save the limited option to introduce supplementary clauses), Assonime specifies that the S.r.l.c.r. is not required to conform to standard models.

(*) Assonime is an Italian association who aims at improving the industrial, commercial, administrative and fiscal legislation in Italy: promotes studies and researches on law and economics; publishes data and news of the sector; organizes seminars and work groups on issues of interest for the companies; represents the point of view of the Italian companies towards Italian, European and international institutions.

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