Società per Azioni (S.p.A.)
A Società per Azioni is a public limited company by shares. This form of corporation better suits the needs of large businesses requiring a significant amount of capital
Share Capital and Shares
S.p.A. share capital may not be lower than € 50,000.00, and is divided into “shares”, which can be physically issued or dematerialized.
Capital can be paid up either by cash contribution or, whereby expressly provided in the Memorandum of Association, as an in-kind contribution or contribution of receivables, whose value shall be equal to the amount of capital subscribed.
In the case of multiple shareholders, subscribers shall pay up prior to the incorporation of the company at least 25% of the share capital by depositing it into the company’s bank account. In case of a single member, the entire share capital shall be paid up prior to the incorporation of the company.
Conversely, whereby paid in kind or via transfer of receivables, the share capital is to be paid in its entirety.
Shareholders’ Meetings
The Shareholders’ Meeting is the S.p.A.’s sovereign corporate body, i.e. the forum within which its shareholders form their will as to the company, then implemented by the managing body. The shareholders pass resolutions collectively. Resolutions legitimately passed during the meeting are binding for all shareholders, including those absent and those who voted against the resolution passed; nevertheless, in some cases it is possible for such parties to withdraw from the company, following procedures established by law.
Managing Body
The managing body is responsible for the management of the company. In performing ordinary and extraordinary management tasks, it is not bound to seek approval from shareholders for its actions, except for corporate administration acts expressly subject to shareholders’ approval as by law.
In any event, the managing body composition depends on the corporate governance model adopted by the company, even if under the so-called “ordinary” model (which is the more common one) the company management is entrusted to a managing body, either composed of multiple directors (i.e. Board of Directors) or a single director (i.e. Sole Director). The Board of Directors may delegate some of its administrative powers to an executive committee or to a Managing Director. The Managing Body may be also a corporate body, unless further legal provisions setting forth restriction or requirements related to certain type of companies.
Alternatively, the company may adopt the “one tier” and “two-tier” corporate governance.
Control Body and Audit
The control body is responsible for overseeing company management and/or auditing its accounts, although the latter may also be entrusted to an independent auditing firm.
Within the so-called “ordinary” model of corporate governance management control is entrusted to a Board of Auditors composed of either 3 or 5 statutory auditors and 2 alternate statutory auditors, while accounts are audited by an external auditor or auditing firm enrolled in the Register of Auditors.
