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Società a responsabilità limitata (S.r.l. or srl) is a kind of legal corporate entity in Italy, which literally means (but is not entirely equal to) limited liability company. It has a similar form to società sportiva dilettantistica a responsabilità limitata (S.s.d a r.l.) for amateur sports-related companies and their corresponding regulations: article 90 of the Italian Law No.289 of 2002.[1]
Differing from società per azioni (S.p.A.), S.r.l. may not issue shares that have par value, but only the quota (Italian: quote) or units of the share capital. Moreover, the articles of association of S.r.l. allowed different allocations of profits and assets, which was more comparable to a limited partnership.[2] A fourth form of corporate entity, società cooperativa a responsabilità limitata (S.c.r.l. or S.c. a r.l.), was seen in the cooperatives of Italy.
Historyedit
The società a responsabilità limitata was introduced into the Italian legal system with the Civil Code of 1942 – previously, there was a joint-stock company by shares, which did not differ much from other joint-stock companies. The aim was to create a legal form that stood between partnerships and joint-stock companies. However, this goal was not fully achieved, as the società a responsabilità limitata lacked a proper autonomous discipline, a gap that was addressed by referring to that of the società per azioni.
Furthermore, the financial structure was quite limited, making the società a responsabilità limitata prone to the phenomenon of nominal undercapitalization. This was because the issuance of bonds was prohibited, and there was a ban on issuing special shares (all shares were equal and granted equal rights). The phenomenon of the so-called "financing by the partner" intensified, involving a loan from a partner to the company. This loan did not result in a capital increase and led the partner to play the dual role of a shareholder and a creditor. The negative effect was that what could have been a capital increase benefiting creditors (e.g., in the event of the insolvency of the company) instead became a concurrent debt with the claims of creditors.
The corporate form of the società a responsabilità limitata underwent significant innovation through the corporate law reform of 2003. Now, the società a responsabilità limitata, equipped with its autonomous discipline, appears as an intermediate and "hybrid" model between the società per azioni and partnerships. Some elements, such as the complete waiver of the principle of patrimonial liability under Art. 2740 of the Civil Code, bring it closer to the società per azioni. Simultaneously, other factors, such as organizational flexibility or the personality of the shares, are typical of partnerships. This raises an interpretative issue regarding which legal framework to use to fill any gaps in the società a responsabilità limitata model.
Referencesedit
^"Legge 27 dicembre 2002, n. 289: Artt. 54 – 95" (in Italian). Chamber of Deputies (Italy). Retrieved 14 August 2017.
^"A Review of Italian and UK Company Law" (PDF). ACCA. Retrieved 14 February 2017.
February 18, 2024
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This article needs additional citations for verification Please help improve this article by adding citations to reliable sources Unsourced material may be challenged and removed Find sources Societa a responsabilita limitata news newspapers books scholar JSTOR July 2022 Learn how and when to remove this template message You can help expand this article with text translated from the corresponding article in Italian January 2024 Click show for important translation instructions View a machine translated version of the Italian article Machine translation like DeepL or Google Translate is a useful starting point for translations but translators must revise errors as necessary and confirm that the translation is accurate rather than simply copy pasting machine translated text into the English Wikipedia Consider adding a topic to this template there are already 3 025 articles in the main category and specifying topic will aid in categorization Do not translate text that appears unreliable or low quality If possible verify the text with references provided in the foreign language article You must provide copyright attribution in the edit summary accompanying your translation by providing an interlanguage link to the source of your translation A model attribution edit summary is Content in this edit is translated from the existing Italian Wikipedia article at it Societa a responsabilita limitata see its history for attribution You should also add the template Translated it Societa a responsabilita limitata to the talk page For more guidance see Wikipedia Translation Societa a responsabilita limitata S r l or srl is a kind of legal corporate entity in Italy which literally means but is not entirely equal to limited liability company It has a similar form to societa sportiva dilettantistica a responsabilita limitata S s d a r l for amateur sports related companies and their corresponding regulations article 90 of the Italian Law No 289 of 2002 1 Differing from societa per azioni S p A S r l may not issue shares that have par value but only the quota Italian quote or units of the share capital Moreover the articles of association of S r l allowed different allocations of profits and assets which was more comparable to a limited partnership 2 A fourth form of corporate entity societa cooperativa a responsabilita limitata S c r l or S c a r l was seen in the cooperatives of Italy History editThe societa a responsabilita limitata was introduced into the Italian legal system with the Civil Code of 1942 previously there was a joint stock company by shares which did not differ much from other joint stock companies The aim was to create a legal form that stood between partnerships and joint stock companies However this goal was not fully achieved as the societa a responsabilita limitata lacked a proper autonomous discipline a gap that was addressed by referring to that of the societa per azioni Furthermore the financial structure was quite limited making the societa a responsabilita limitata prone to the phenomenon of nominal undercapitalization This was because the issuance of bonds was prohibited and there was a ban on issuing special shares all shares were equal and granted equal rights The phenomenon of the so called financing by the partner intensified involving a loan from a partner to the company This loan did not result in a capital increase and led the partner to play the dual role of a shareholder and a creditor The negative effect was that what could have been a capital increase benefiting creditors e g in the event of the insolvency of the company instead became a concurrent debt with the claims of creditors The corporate form of the societa a responsabilita limitata underwent significant innovation through the corporate law reform of 2003 Now the societa a responsabilita limitata equipped with its autonomous discipline appears as an intermediate and hybrid model between the societa per azioni and partnerships Some elements such as the complete waiver of the principle of patrimonial liability under Art 2740 of the Civil Code bring it closer to the societa per azioni Simultaneously other factors such as organizational flexibility or the personality of the shares are typical of partnerships This raises an interpretative issue regarding which legal framework to use to fill any gaps in the societa a responsabilita limitata model References edit Legge 27 dicembre 2002 n 289 Artt 54 95 in Italian Chamber of Deputies Italy Retrieved 14 August 2017 A Review of Italian and UK Company Law PDF ACCA Retrieved 14 February 2017 Retrieved from https en wikipedia org w index php title Societa a responsabilita limitata amp oldid 1208624531, wikipedia, wiki, book, books, library,
