Partnerships
A partnership is characterized by the personal commitment of each partner to their work as a whole within the partnership. The individual partners are personally liable for the liabilities of the company (including their private assets) and each acts for the whole business. Possibilities for imposing limitations on individual partners’ liability are restricted.
The main types are:
- – Società in nome collettivo (S.n.c.) (general or unlimited partnership);
The company’s business name must contain the name of at least one of the partners and an indication that it is an unlimited partnership.
The members have unlimited liability for partnership obligations and there can be no agreement to the contrary. When seeking repayment of debts owed by the partner- ship, creditors must first enforce them against the part- nership before applying to the members. The unlimited partnership is subject to bankruptcy law with the contemporaneous bankruptcy of all partners.
The partners generally have separately exercisable powers of administration and representation. If agreed, powers of administration may be reserved to some members only.
Società in accomandita semplice (S.a.s.) (limited partnership)
The limited partnership has two categories of partners:
- – general partners (soci accomandatari), who are responsible for the administration and management of the com- pany and who have unlimited liability for the fulfillment of partnership obligations;
- – limited partners (soci accomandanti), who are not directors and will be liable for partnership debts within the lim- its of the investment made in the partnership, subject to certain exceptions governed by law.
The partnership name (business name) must contain the name of at least one general partner and an indication that it is a limited partnership.
If a limited partner’s name is included in the partnership name, he or she will have unlimited liability, jointly and severally with the general partners, for partnership debts.
Limited partners cannot perform acts of administration or negotiate or do business in the name of the partner- ship, except when granted a special power of attorney for specific business activities. Any limited partner who disregards this prohibition will take on unlimited liability for all partnership debts and may be excluded from the partnership itself.
