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The italian Notary

Notaries and business

A  "public officer" is a professional who performs "public functions". This means that he is vested by the State  with public authority and faith, which allows him to draw "authentic deeds"  (or "public deeds"). The “authentic deed” is the characteristic  "product" of the latin notary system. Even though  the notaries' discipline can show slight differences in  the different countries adopting the latin system, they all draw up authentic (public) deeds with the same legal meaning.

A property conveyance gives rise to a series of rights and obligations for both parties. For a number of the rights of one of the contracting parties, there are corresponding and equal obligations of the other party, so that the vendor and the purchaser find themselves involved in an interactive web of expectations to be met and duties to be performed. While some of these rights/obligations, such as the payment/receipt of the purchase price and the delivery/receipt of the property, are

A person may not always be able to express his intentions directly: for example, because he is abroad or far from the place in which he is supposed to sign a particular deed or contract.In such cases, it is possible to use a power of attorney, i.e. a document giving another person the power to undertake a material or legal act in one's stead.For example, if a husband is abroad and a purchase contract for a house must be signed urgently, the husband – before he leaves or from abroad – may give hi

When does one need a notary? The areas covered by Italian notaries are mainly:a) the purchase of a house or other real property;b) the formalization of a mortgage contract with a Bank;c) the preparation of powers of attorney so as to be represented by a third party;d) changes to property arrangements between spouses;e) applications to a court for authorizations regarding minor children;f) donation of assets;g) setting up of and changes to companies, and all relevant legal documents;h) acceptance

If a married person wishes to sell a property, it is necessary to check whether or not the consent of the other spouse is needed; If a minor or a person not of sound mind is the owner of an asset, a judge's authorization is needed for the sale as well as the intervention of that person's tutor or parent or legal representative; the same thing applies for a purchase by such persons; If an inherited asset is the common property of several heirs, before selling his share an heir must firs

Only legal security in business and private relationships allow for economic development; therefore a constitutional state must guarantee  legal security to its citizens. To this goal: 1) lawsuits  must be prevented, for as much as possible; 2) the citizens must have access  to public registers whose records are reliable and legally trustworthy. Clearly the reliability of the findings depends entirely upon the trustworthiness of the deeds entered. An authentic deed, drawn by a

The board of statutory auditors is the audit body of the joint-stock companies that adopt the traditional system:  it has the task of monitoring the company’s compliance with the law and the Memorandum of Association and has a supervisory function with regard to the actions of management. The Board of Auditors only exceptionally exercise accountancy control  and they do so only in closed companies, that is, companies which do not have recourse to the venture capital market, and only if envis

In early 2003 the Italian legislator issued a law decree (n° 6 of 17 January 2003) which thoroughly reformed companies limited by shares.  The declared aim was to simplify, where appropriate, and enrich, wherever possible, the rules governing such companies, with a view to increasing their competitiveness on both domestic and international markets.Many changes were made and the following results have been achieved:  a better, though still not complete, co-ordination between the rules governi

In general, the winding up and liquidation of an s.a.s. is governed by the rules set forth for general partnerships, to which the reader is referred (please refer to the related paragraph).However, besides the causes of dissolution that are the same for an s.n.c., there is another cause that is exclusive of the s.a.s., namely when there is only one category of partners left.In fact, it is envisaged that the s.a.s. is to be dissolved when only limited partners or only unlimited partners remai

Limited partners are excluded, in principle, from managing the company.However, they may negotiate or conclude individual deals on behalf of the company, providing they have received a specific proxy or authorisation empowering them to do so.Each limited partner is responsible for social security liabilities in a degree that is proportionate to the contribution they made to the company. Accordingly he/she does not assume any other risks, except that of losing the value of the capital he/she

The functioning of the company with share capital, in its traditional model, is based on the necessary simultaneous presence of three bodies:  the shareholders’ meeting, the board of directors and the board of statutory auditors, each of which has its own distinct sphere of competence. Accounts are audited by an auditor or by an audit firm, except for closed companies where this is decided in the By-laws.The shareholders’ meeting, which is a sovereign body since it is empowered to decide on

Limited partnerships with share capital is a modified form of a company with share capital in which permanent directors manage the company who have unlimited liability, also contingent liability, for  social security liabilities. The provisions that are specific for this type of company are reduced to a few which concern above all the management of the company by the unlimited partners.    The peculiar characteristic of this type of company consists in the co-existence of two different group

The dissolution and liquidation of an s.a.p.a. is governed in general by the rules put forth for companies with share capital and joint-stock companies, to which the reader is referred (please refer to the related paragraph).Besides the ordinary reasons for winding up a company with share capital, there is an additional reason which holds only for limited partnerships with share capital, i.e. the case in which all the unlimited partners step down from office and they are not replaced within

On the basis of the provisions in force as of 1 January 2004, the administration of joint-stock companies may be organised according to three separate models:  the traditional model, the monistic model (of Anglo-Saxon origin) and the two-tier model (of German origin).In the traditional model, the directors have the task of running the company, and are accordingly provided with the power of being pro-active i.e. promoting the decision-making activity of the meeting (power of initiative), of i

The rules described for the s.n.c. also apply to the establishment of an s.a.s.The Memorandum of Association must comply with the same requirements, in form and content, as those laid down for the s.n.c.An additional requirement is that the unlimited partners and the limited partners be distinctly indicated.The Memorandum of Association of the s.a.s. are to be entered in the Register of Companies. If this is not done the partnership is irregular and the provisions that shall apply are less favou

Co-operatives are associations of persons which are protected in the Italian Constitution:  in fact Article 45 of the Italian Constitution states: “the Constitution recognises the social function of co-operative societies that are based on the values of solidarity and that do not pursue goals of private profit”.In co-operatives predominant importance is ascribed to the social function, which consists in implementing a democratic decentralisation of the power of organisation and management of

Informal partnerships are the most elementary form of enterprise.The fundamental characteristic of an informal partnership is that the scope of its activities is limited to non-commercial profit-making economic activities.The scope of an informal partnership may therefore include:- agricultural activities, with certain limitations because:   the purpose of the enterprise cannot be merely that of using assets, but must consist in the joint operation of a business activity;  taci

Let us take the case in which the Parties decide to undertake an entrepreneurial activity by setting up  a partnership.What would the general characteristics of such a company be?First of all, as regards the unlimited and joint liability of the partners:- in the case of a general partnership, all the partners have unlimited and joint liability;- in the case of an informal partnership, all the partners have unlimited and joint liability, but there can be an agreement whereby the partners who

The management of a company is the activity of running the corporate enterprise. The power of management is the power of carrying out any activity that falls within the scope of the corporate purpose.When the management of the company falls on more than one partner (all or some), and the partnership contract makes no provision on how the power of management is to be exercised, then the notion of  separate management shall apply:  each partner is a director, that is, he has the power of manag