View
4
Download
0
Category
Preview:
Citation preview
SIMPLE, GENERAL, LIMITED
PARTNERSHIPS
General remarks
Italian and European company law –
dott. Giulia Gabassi
2
No “corporate” model
Liability of members
Every member having unlimited liability is director and
has the power of legal representation
Unanimous consent to amendments
Italian and European company law –
dott. Giulia Gabassi
3
SIMPLE PARTNERSHIP
GENERAL
PARTNERSHIP
LIMITED
PARTNERSHIP
APPLICABLE RULES…
Italian and European company law –
dott. Giulia Gabassi
4
SIMPLE
PARTNERSHIP
GENERAL
PARTNERSHIP
LIMITED
PARTNERSHIP
SIMPLE PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
5
General remarks
Contributions
Participation in profits and losses
Management
Representation
Liability
SIMPLE PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
6
GENERAL REMARKS
No commercial business
No particular requirements of form for the deed of
incorporation
Amendments only unanimously
SIMPLE PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
7
CONTRIBUTIONS
TANGIBLE ASSETS
ENJOYMENT OF RIGHTS
RECEIVABLES
WORK
SIMPLE PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
8
PARTICIPATION IN PROFITS AND LOSSES
Articles of association
limits
Proportional
Equally
Leonine pact
SIMPLE PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
9
MANAGEMENT
Unlimited liability = management and representative
Jointly or severally
Powers and duties
MEMBERS’ SUPERVISION
SIMPLE PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
10
REPRESENTATION
Every managing partner
Object
Limits/revoke: 1396 c.c.
SIMPLE PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
11
LIABILITY
Partnership’s creditors partners
Some or all partners? 2267 c.c.
Beneficium excussionis (2268 c.c.)
New partner?
Partner’s creditor
GENERAL PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
12
GENERAL REMARKS
REPRESENTATION
PROFITS AND LOSSES
LIABILITY
GENERAL PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
13
GENERAL REMARKS
Rules of SIMPLE PARTNERSHIP are applicable
Entry in the Business Register
what happens if not…? 2297 C.C.
Article of incorporation
Non-compete obligation (2301)
GENERAL PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
14
REPRESENTATION
General
Limits
GENERAL PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
15
PROFITS AND LOSSES
LIMITS
GENERAL PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
16
LIABILITY
Of partners: beneficium excussionis (≠ simple
partnership)
Partner’s creditor
NO ENTRY IN THE BUSINESS REGISTER: general
partnership “irregular” consequences?
LIMITED PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
17
PARTNERS, MANAGEMENT AND
LIABILITY
GENERAL REMARKS
LIMITED PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
18
PARTNERS, MANAGEMENT AND LIABILITY
PARTNERS HAVING
UNLIMITED LIABILITYPARTNERS
HAVING LIMITED
LIABILITY
LIMITED PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
19
PARTNERS HAVING UNLIMITED LIABILITY
Manage the partnership
Are personally, jointly and severally liable
LIMITED PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
20
PARTNERS HAVING LIMITED LIABILITY
Don’t manage the partnership
Are liable only for the contributions
LIMITED PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
21
WHAT HAPPENS IF
manage the partnership
or
let their name been filed in the partnership’s name?
PARTNERS HAVING LIMITED LIABILITY
THEY HAVE UNLIMITED LIABILITY FOR ALL
THE DEBTS
LIMITED PARTNERSHIP
Italian and European company law –
dott. Giulia Gabassi
22
GENERAL REMARKS
Applicable rules of general and simple partnerships
Sale of the quota
PARTNERSHIPS LIMITED BY SHARES
Italian and European company law –
dott. Giulia Gabassi
23
JOINT STOCK COMPANY
WINDING-UP
Italian and European company law –
dott. Giulia Gabassi
24
CAUSES
Term expiry
The purpose of the partnership is realised or there is the
ascertained impossibility of its realisation
Decision of the partners
Sole partner
Causes in articles of association
Italian and European company law –
dott. Giulia Gabassi
25
Common rules
Managing partners > only urgent acts
Liquidators
WINDING-UP
TERMINATION OF THE PARTICIPATION
Italian and European company law –
dott. Giulia Gabassi
26
DEATH
WITHDRAWAL
EXCLUSION
Italian and European company law –
dott. Giulia Gabassi
27
DEATH
TERMINATION OF THE PARTICIPATION
ARTICLES OF ASSOCIATION LEGAL RULES
WINDING-UP CONTINUATION
PAY OFF THE QUOTA
TO THE HEIRS
Italian and European company law –
dott. Giulia Gabassi
28
WITHDRAWAL
TERMINATION OF THE PARTICIPATION
UNLIMITED TERM (OF
THE PARTNERSHIP)
LIMITED TERM
3 MONTHS NOTICE ONLY IF JUST CAUSE
Italian and European company law –
dott. Giulia Gabassi
29
EXCLUSION
Failure to fulfill obligations
Disqualified/ debarred
Contributions impossible
Bankrupt declaration
The creditors have obtained the liquidation
TERMINATION OF THE PARTICIPATION
Italian and European company law –
dott. Giulia Gabassi
30
EXCLUSION
Majority of partners
Notification
Possible opposition
TERMINATION OF THE PARTICIPATION
Italian and European company law –
dott. Giulia Gabassi
31
LIQUIDATION OF THE QUOTA
Determined on the basis of the financial situation of the
partnership on the winding up date
TERMINATION OF THE PARTICIPATION
Italian and European company law –
dott. Giulia Gabassi
32
De facto partnership
Vs
Hidden partnership
Vs
Apparent partnership
Recommended