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A will apparently executed in 2012 by John Payne, leaving most of his estate to his son by his first marriage, has been overturned on the grounds that the attesting witnesses' evidence was unreliable. The England and Wales Court of Appeal instead admitted to probate an earlier will leaving everything to Payne's second wife, despite significant doubts about that will's execution and attestation, too. FATTO

The Privy Council ruling in Investec v Glenalla is being welcomed as good news for Guernsey, by reassuring settlors that assets in a Guernsey or Jersey trust are protected from creditors even if the trustee unreasonably incurs a liability or acts in breach of trust and thus invalidates its indemnity. The decision will prove to be of huge importance to settlors, beneficiaries and trustees across the offshore world, said Nick Robison of Guernsey law firm Babbé, which represented the trustees. FATT

Further comment has appeared on the England and Wales Family Court's decision to pierce the corporate veil in the financial remedy case of Akhmedova v Akhmedov (2018 EWFC 23 Fam). The judge considered it necessary to go against the long-standing legal principle, in response to Farkhad Akhmedov's 'continuing campaign to defeat his ex-wife by concealing his assets in a web of offshore companies', and issued orders to aid her enforcement of the judgment in the Isle of Man and Dubai FATTO

ESTATE DISPUTES: Some important judgments from last month

Currency repatriation requirements were extended on 14 April to cover loans issued by Russian residents to foreign borrowers, reducing the opportunities for businesses to shift funds abroad through non-repayable loans.

Trustees cannot simply brush aside beneficiaries' request for information

ESTATE DISPUTES: Hallyday family wins estate asset freeze while forced-heirship litigation continues

INTERNATIONAL - SPAIN: Foreign nationals can sue government over inheritance tax discrimination, following Supreme Court ruling

INTERNATIONAL - FRANCE: Legal entities must comply with reporting obligations by April

PHILANTHROPY: Ikea's late founder structured business as three foundations

INTERNATIONAL - AUSTRALIA: Consequences of using foreign trusts for capital gains

INTERNATIONAL - UK: Legislation this summer on register of foreign property-owners

INTERNATIONAL - FRANCE: Wealth property tax has significant effects for non-residents

The Japanese government's 2018 tax reform bill abolishes the recently introduced rule under which the heirs of a long-term resident foreigner who died outside Japan remain liable to Japanese inheritance tax (IHT) on estate assets anywhere in the world. The rule had threatened to derail the government's efforts to attract foreign talent to live and work in Japan, because it meant IHT liability could follow a foreign national for up to five years after leaving the country.

TRUST - NETHERLANDS: Tougher regulation of trust offices

INTERNATIONAL - AUSTRALIA: Foreign investors to pay annual charge on vacant properties

GERMANY: Expat businessman challenges exit tax for move to Switzerland

INTERNATIONAL - JERSEY: Apple says relocation of Irish subsidiary does not reduce its tax liabilities

WEALTH MANAGEMENT - FRANCE: Foreign resident's children cannot invoke forced heirship law

INTERNATIONAL - UK, TRUSTS: online trusts register is delayed

SWISS BANKING: Sweden and the Netherlands demand names of Swiss Banks clients

AUSTRALIA: New tax on foreign owners of unoccupied homes

INTERNATIONAL - INDIA: Highest court rules that three days per year is enough to create permanent establishment

INTERNATIONAL - UK: Doubts cast on non-dom reforms' commencement date

INTERNATIONAL - Cayman Islands: Beneficial ownership regime ready for launch

INTERNATIONAL - European Union: Taxation at source must take into account non-resident taxpayer's domestic costs

SOCIETA' - Corporate Governance

New Zealand to enact tighter foreign trust disclosure rules

INTERNATIONAL - Canadian notary must reimburse buyer stuck with non-resident seller's CGT bill

When a property conveyance takes place, the Italian tax laws stipulate the payment of certain taxes and charges which generally must be paid, at the time the notarial contract is stipulated, to the notary himself who thus undertakes the “irksome” task of tax collector. Such taxes are mostly payable by the purchaser. At the time of purchase, the system taxes the “wealth” indirectly manifested by the purchaser which consists of the price paid for the purchase of the property (so-called i

The italian Notary

A sale or purchase proposal is a document the parties may sign before the conveyance proper. It consists, alternatively, of a manifestation of the owner's willingness to sell to a probable purchaser or a manifestation of a possible purchaser's willingness to buy from the owner: in both cases by acceptance of the proposal, believe it or not, the contract of sale is concluded and becomes binding for both parties. Furthermore, the purchase or sale proposal is usually irrevocable: the signato

It often happens that, after a prospective property has been inspected and chosen, substantial agreement is reached with the other party even if this is not yet formalized in written form. It is advisable to contact a notary at this early stage before signing the preliminary contract (the so-called “compromesso”). In the preliminary contract, both signatories undertake to stipulate the definitive sale contract by a certain date and on given conditions. The preliminary agreement (even i

The following are examples of what needs to be included in a proposal for sale or purchase and in a preliminary contract: - the precise description of the asset or assets; - the exact identification of the owner or owners and of the purchaser or purchasers; - the obligations of the vendor and of the purchaser; - the price of the sale and method of payment; - the conditions of the conveyance and relevant guarantees; - documentation of the history of the asset or assets; -

Notaries and real estates

Notaries and real estates

Notaries and citizens

Notaries and business

For many years now, in Italy and throughout the world,  the associative phenomenon has encountered ever greater consideration, in addition to a growing enthusiasm. The explanation of this progressive attention may be found in the ever more widespread awareness that the ideas, dreams and projects that each individual nourishes in the course of his/her existence may be concretely expressed, not only through acting in isolation, also by following a path which leads a number of persons to join f

The Notary as existing in Italy belongs to the “latin (o roman)  notarial system”. The “latin notary” system is largely spread around the world, adopted by approximately 71 countries, mostly belonging to the civil law system. Although the same word “public notary” is used within the “common law” legal systems, it must be underlined very clearly from the beginning that the concept (the meaning) behind the word in the civil law system and in the common law system is completely, absolutel

In civil law jurisdictions, the notary:1) is a lawyer;2) is also a "public officer" who performs public functions;3) is a specialized lawyer who draws "authentic deeds";4)  is a professional who is compelled to keep the original deeds in legal custody, as a public records office;5)  is  a multi-party counselor,  with  a specific, traditional "anti-trial" role.

The notarial profession has always been, and continues to be, one that is more than ready to adopt new technology. It is sufficient to recall that from the 1960s on, any and all notaries' offices moved rapidly from traditional typewriters and duplicators to the most sophisticated photocopiers and PCs with large-capacity memories. The reason for notaries' particular attention to technological developments of this kind is evident. For over 2000 years the notary's job has been to create and con

Since 12 September 2002, the Consiglio Nazionale del Notariato has been registered in the public list of certifiers of digital signatures held by AIPA, as the certification authority for Italian notaries. The digital signatures of Italian notaries may be verified on the site http://ca.notariato.it. Based on the rules and the certification authority's operations manual, CNN certifies notaries' digital signatures in the exercise of their functions and so guarantees to third parties not only

The vendor has the right to receive the full amount of the agreed price from the purchaser at the time the sale contract is settled. Frequently the vendor has already received an advance payment on that price, generally as a deposit: in that case he will have the right to receive the difference to make up the full agreed price. The vendor has the option to allow the purchaser a deferral of payment, with or without interest. It is up to the discretion of the vendor (based on the trust h

Having broached subjects from the vendor's point of view as well, it is useful to recall that the burdensome INVIM (a tax originally levied on the vendor consequent upon his sale of a property) has been definitively abolished, to the great relief of the notary as well, given not only the complexity of calculating it but also (as always) the irksome role of tax collector that the law imposed on him. Nevertheless, it is helpful to emphasize that the vendor may still have to pay certain sums

Mention must be made of the distinction between real rates and nominal rates. The nominal rate is the percentage of interest that formally appears in the contract and which regulates the home loan operation. In reality, however, the effective cost of the loan is inevitably conditioned by a whole series of other factors: first of all, by various expense items  (survey, review and closure expenses; collection or encashment expenses; third-party agency costs; tax and insurance expenses; othe

As from 1 January 2006, it has been possible to meet the taxation requirements on some real estate transfers at the land registry's valuation, regardless of the price agreed and shown in the contract. The rule that first introduced the price-value concept was Article 1, Paragraph 497 of Law no. 266 of 23 December 2005 (2006 Budget); there were two subsequent amendments: Article 35, Paragraph 21 of Legislative Decree no. 223 of 4 July 2006, converted with modifications into Law no. 248 of

The rate of interest is usually set in percentage terms; it may be fixed, which means it is the same for the whole duration of the loan, or variable, which means it is determined with reference to changing parameters that are set by objective, impartial criteria. For example, Euribor is an average quotation for variable rates calculated using objective criteria in the EU financial markets; while I.R.S. (interest instalments swap) is the financial reference parameter for establishing the cost

Following marriage, unless an explicit declaration to the contrary is made at the time of the ceremony, spouses find themselves in a shared property arrangement, this being the automatic legal regime in force in our system since 20/9/1975. This means that any purchase made by a spouse during the marriage is subject to legal community (or, simply put, is common property) with the other. The law excludes (to take a few of the more important cases) only assets acquired by donation or inherit

The rules governing this matter are extremely complex and may be schematically simplified by looking at a subjective profile and an objective profile. As regards the former, there are two main types of tax linked to real estate conveyances: stamp duty (imposta di registro) (and the related mortgage and cadastral taxes) and VAT. Whether one tax or the other is applied depends mainly but not exclusively on the nature of the vendor. Stamp duty is applicable in all cases where the vendo

One of the essential elements in the negotiation of a home loan is the delay allowed for  repayment of the capital, i.e. the duration. In general terms, one may say that the longer the duration of a home loan the lower the amount of each repayment instalment, which gives the borrower more breathing space; all this, however, means paying overall a larger amount in  interest, precisely because the capital is repaid more slowly. The practice also is that a longer duration

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.

Legalization is indispensable for a foreign public document to be valid in Italy. It consists only of the official certification - by the competent Italian consular or diplomatic authority abroad – of the legal status of the public official (or functionary) who has signed the document and the authenticity of his signature. If the document is issued by a foreign authority in Italy, it must be legalized by the Prefect in the district in which the foreign authority is located (except for the

Italian law attempts to facilitate and encourage people to buy their own primary home (their so-called “primary residence” ["prima casa"]) through various reductions in taxes for the purchaser. Specifically, at the time of purchase, the purchaser pays 3% (stamp duty) if he buys from a private person or 4% (VAT) if he buys from a company (except for a few odd cases), plus a fixed charge for registering the transfer and mortgage (presently a total of Euro 336.00).A foreigner, too, may take advanta

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 company has a life of its own which is independent from that of its partners: it will go on living even after its partners die or it can be dissolved and wound up even if its partners are alive.All companies have a legal status and as such they have assets that are distinct from those of the partners that constitute the company. They have a name, a registered office and, hence are legal entities that are quite distinct from the individuals making up the company.They are non-personified col

Home loans are generally guaranteed by a mortgage and so are the preserve, in our legal system, of the notary. The presence of the notarial profession has become more significant with the recent increase in the number of such contracts, a result of the lower cost of money (though this is still subject to fluctuations) and improvements in living standards that allow an ever greater number of citizens to aspire to the ownership of their home and often of a second home as well. Year after ye

After long years of waiting, the decree-law that introduces greater protection for the purchasers of houses that are in the process of being built has finally been published in the Official Gazette (6 July 2005, n° 155).  The measures introduced under this new law will have a major impact: indeed, according to estimates made by trade associations, since 1995 more than 200,000 Italian families have been involved in thousands of bankruptcies of construction firms. Decree Law n° 122 of 20 Ju

When someone dies it is advisable to immediately obtain information on the transfer of the succession, that is, it has to be ascertained whether the succession – in the case in point – will be regulated by the law (since the deceased person has not left a will) or else, wholly or in part, by a will.Death is a grave and important event, on the basis of which different provisions of the law may take effect, besides the will of the deceased;  in order to avoid even important unforeseen consequences

Fluctuations in the cost of money may, in some cases, make it advisable to “make running changes” to the terms of a mortgage: such changes, in economics, are known as renegotiation. There are various legal methods for achieving this: a) discharge of the old home loan and granting of new financing with a new mortgage (“replacement” home loan); b) merely changing the terms of the old home loan (renegotiation in the strictest sense); c) from 2 February 2007, subrog

In general the purchase/sale is the contract having the purpose of transferring the ownership of a house or the transfer of some other right for the equivalent of a price;  more generically it could be said that the purchase/sale of real estate is the formal agreement by means of which one party, called the seller, transfers to another, called purchaser, the ownership of a given property against payment of the price agreed on. Our juridical system, in view of the extreme importance of rea

As may be observed above, the role of the notary is important in guaranteeing the statements the vendor usually makes at the time the sale takes place. In particular, the vendor is obliged to make known how the asset he is about to sell came into his hands. It may be that he purchased it for a consideration in the normal way, or that he has occupied it for a sufficient number of years to avert any danger of eviction. It may be, however, that the property was donated to the vendor or

In a property conveyance, right from what we have called the preparatory phase before the definitive contract, the notary plays a rather delicate and important role: determining whether in fact the vendor is free to sell the asset and whether the purchaser in his turn may legitimately acquire it. For example - to cite just a few of the more important aspects - the notary's tasks include certifying the personal identity of the parties (in other words that the vendor and hence the owner of

A conveyance differs substantially from an exchange, a donation or a division. In an exchange, there is the reciprocal transfer of certain properties from one owner to another: basically, this means one property is exchanged for another but the exchange may also be accompanied by the passing of a sum of money as a balance if there is a difference in value between the properties exchanged. In a donation, there is always, as in the conveyance, the transfer of real estate, but there is no

Sales must be subject to stamp duty (so sales subject to VAT are excluded) and the purchasers must be physical persons who are not acting in the interests of a commercial, artistic or professional business activity. So the price-value system also applies to sales made by companies, businesses or entities, so long as the purchasers are "physical persons" and the transaction is subject to stamp duty (not VAT). In other words, in addition to all sales where both parties are “private”, the price-val

Law no. 52 of 1996 introduced rules into the Italian legal system to protect the consumer in his contractual relations with professionals. In order to rationalize regulations which have been complicated by a long sequence of amendments, a Consumer Code was recently published (Legislative Decree no. 206 of 6 September 2005), which contains a thorough reworking of most of the consumer-protection rules. Article 3 of the Consumer Code defines a "consumer" as a physical individual who acts

The price-value mechanism is applicable on condition that the contract document shows the full price agreed: "If even part of the agreed price is hidden, taxes are due on the whole amount and there is a fine of from fifty to one hundred per cent of the difference between the taxes due and those already levied on the amount declared, after subtracting the amount of any fine”.

A home loan is a contract whereby one party, called the lender (usually a bank), transfers a given sum of money to a second party known as the borrower, so that the latter may use it for a given time in exchange for paying the former an amount representing interest. To this outline of the essential structure and functions of the contract must be added that a home loan includes various clauses that are not always immediately comprehensible but are necessary for regulating all the relations

Latin notaries  (at least  in Europe)  have a law degree. They may or may not have passed the bar examination. In  Italy, however, they are not allowed to practice both legal professions at the same time. To be allowed to practice the notarial profession, they must get through a very rigorous and competitive examination and, unlike the solicitors, their number is fixed by the law. In most civil law countries, the Latin notary is compelled to avail his services to whoever asks for th

The Consiglio Nazionale del Notariato (C.N.N.) is the professional order of notaries. It is made up of 20 notaries directly elected by all practising notaries in three-yearly elections. There is a limit of two consecutive mandates. The three members of the Audit Committee are elected according to the same procedure.The 20 elected councillors, after they are installed in office, nominate a President, a Vice President, a Secretary and an Executive Committee. The tasks of the Consiglio Na

As said before, an "authentic"  or "public"  deed is a legally reliable instrument, whose trustworthiness is guaranteed by the Latin Notary who executed it.

In order to avoid the notary's fees, which like any other professional service are calculated on the real price, becoming a possible disincentive for the application of the new rule, the lawmakers stipulated that those fees should be reduced; the reduction is set at 30 per cent. The National Council of Notaries, in order to ensure the full application of this new regulation and to meet the demands of Consumer Associations, has determined that the reduction should apply not only to the specific i

The law completes the range of measures introduced to protect the purchaser by extending to the purchaser the right to parcel out the loan and the mortgage on the building being built, and the prohibition on selling before the division of the loan into quotas, or before discharge of the mortgage or foreclosure where these are not taken over by the new purchaser (Articles 7 and 8). The purchaser of a house to be used as his/her home has the right of pre-emption in case of an auction (Art.

The Decree does not apply in general to all real estate transactions but only to those negotiations of buildings where the seller (called “builder”) sells a building that he or others have built (Article 1, paragraph 1, letter b). Hence the law applies not only to purchases from a builder (an individual or a firm), but also to the person or firm that sells a building built by a third party. According to the Decree a “purchaser” is an individual who purchases a building or who, even though

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

As has been seen above, in order to determine the type of tax and the amount and means of payment of the sums due for duties on the purchase of a so-called primary residence, one must first of all take into account the nature of the vendor. When the vendor is the company that built (or renovated) the property and four years have not elapsed since completion, the conveyance is subject to VAT that the purchaser must pay directly to the company and not to the notary, along with the payment o

The conveyance may rightly be considered the notarial transaction par excellence, considering all the actions the law imposes on the notary following settlement (to cite the more important ones: filing, cadastral registration, transcription, notification of the competent authorities specified by law etc.). It is the notary who writes the contract after having established the intentions of the parties and after having obtained all useful information and carried out all the necessary search

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

A foreigner may make a will, i.e. indicate in an official document to whom he intends leaving his property after his death. A foreigner also may give away assets during his lifetime.

If a foreign document is written in a language other than Italian, it must be accompanied by a translation into Italian certified as conforming to the foreign text: done either by the competent Italian diplomatic or consular authority, or by an official translator (who may also be an Italian notary who knows the foreign language).

This is a simplified – but absolutely rigid - form of legalization (in the sense that it must have  exactly all the formal characteristics stipulated in the sample attached to the Hague Convention of 5/10/1961 which governs it). It is valid in all the countries that have signed the Hague Convention of 5 October 1961 and replaces legalization amongst those countries alone.Like legalization, an apostille may be indispensable for a foreign public document to be valid in Italy.Like legalization, an

A joint-stock company must be set up through a public deed which must clearly indicate who the parties to the contract are. Such parties may be individuals but also legal entities (as for instance other joint-stock companies, partnerships, cooperatives or other bodies).The Memorandum of Association must indicate the Municipality in which the company has its registered office, which is where it operates, and the name of the company which must contain the wording “"società per azioni" or "s.p.

Any change, even only a purely formal change, in the clauses of the by-laws of a company is considered to be an amendment to the by-laws.  As a rule this competence belongs to the extraordinary shareholders’ meeting and the relevant decision must be written in the minutes by a notary public and then registered with the Register of Companies.The decision must be taken by a majority vote, any clause in the bylaws setting forth that unanimity is required to change the Memorandum of Association

If the parties wish to join forces by setting up a partnership, they can do this also by setting up a limited partnership (hereafter referred to as an s.a.s.).In general, the s.a.s. is governed by rules that govern the general partnership (for which in turn, reference is made to the rules laid down for informal partnerships), except for the specific provisions which will be examined below.Such a partnership is characterised by the presence of two categories of partners:- unlimited partners,

The limited liability company is intended for smaller companies than joint-stock companies, and the equity participation in the company has a personal connotation which is absent in the s.p.a.  In fact, it has a limited number of shareholders who are not personally responsible for the social security liabilities, even if they have acted in the name and on behalf of the company.The legislation in place as of 1 January 2004 has had a major impact on the limited liability company, which is an e

With the provisions that entered into force as of 1 January 2004, the dissolution of companies with share capital is governed by new rules.A company may be dissolved because: its term of duration has expired,  the corporate aims have been achieved or circumstances have set in that make it impossible to achieve them, the shareholders’ meeting cannot or will not function, the share capital has dropped to values below the minimum legal requirements (but the company may decide to reconstitute th

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

By law all unlimited partners are directors of the s.a.s..However, the Memorandum of Association may entrust the management to one or some of the unlimited partners, excluding the other unlimited partners from the management.Unlimited partners who are directors are governed by the same rules as those laid down for s.n.c. directors.Their liability is identical to that of the partners in an s.n.c., and is accordingly unlimited and joint, with the benefit that the corporate assets are used to p

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

From the historic and regulatory point of view, the joint-stock company is the prototype of the company with share capital whose body of rules apply to the limited partnerships with share capital (s.a.p.a.), with which it is compatible, and in some respects they are very close to the rules that govern the limited liability company, which however makes little reference to the rules on joint-stock companies, which consequently do not directly apply. The joint-stock company (s.p.a.) differs fro

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

Consortiums are formed between entrepreneurs who decide to set up a common enterprise for regulating and carrying different phases of their respective businesses. The consortiums too are of a mutual character, since the consortium’s activity is carried out in the interest of its member enterprises. “Regulating” given steps of the members’ enterprises is a typical function of internal consortiums, and may be non-competitive in nature, while the “carrying out” of given steps in the respecti

Once upon a time it was enough to say that a foreigner was someone who was not an Italian citizen. This definition – to be clear – is still valid. Except that Article 17 of the EC Treaty institutes a citizenship of the European Union which is attributed to anyone who is a citizen of a Member State. Belonging to the European Union brings with it various consequences, some of which are very important, like the prohibition on

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

In  share capital companies the financial autonomy is perfect in that the shareholders are accountable for the debts of the company only in proportion to the share they hold.This means:- that the personal creditors of a shareholder can never receive payment from the company;- that creditors of the company, in turn, can never expect the members to use their personal assets to pay for the company’s debts.The financial circumstances of the shareholder of a company with share capital will never

In setting up a company, it is desirable to be assisted by a notary who will help you choose the form of company that, from the organizational standpoint, is best suited to achieving the corporate purpose.From the organizational point of view, companies can be distinguished into the following types:a. PartnershipsThese include:- informal partnerships;- general partnerships;- limited partnerships. b. Companies limited by shares These comprise:- joint-stoc

Throughout the life of the company the partners may modify the partnership contract but this requires a unanimous vote, unless otherwise agreed and except for the case in which the company were to be turned into a  stock company, for mergers and spin offs, in which cases (unless otherwise decided in the shareholders’ agreement on which you should be advised by your notary) a simple majority is required by law.  The majority is established on the basis of the share of profits attributed to ea

Individuals interested in becoming partners, whether they be natural persons, companies, associations or in general, entities, must have the legal capacity to act, i.e. carry out transactions that are valid from a legal standpoint.Can joint-stock companies  be members of a partnership? The issue was a matter for debate up to recently, but an affirmative solution was provided by the law that entered into force as of January 1 2004.Participation by other entities in companies can give rise to

Individuals who set up a company do so because they want to carry out a given economic activity together with other individuals.  This activity is the corporate purpose and must be indicated in the Memorandum of Association.  It may be changed during the life-time of the company only in accordance with the amendment rules envisaged in the Memorandum of Association.The activity must be a productive activity, i.e. a business aimed at producing or trading goods or providing services, while it c

The relationship between a partner and the company ends automatically when the partner dies. Within six months from his death, the surviving partners have the duty of returning the share held by the dead partner to his heirs. The surviving partners are not obliged to accept that the heirs of the deceased member should succeed him by taking his place in the company.The surviving partners have two options they can choose from. They may either decide:- to wind up the company in advance;- to car