The life of a company

Extract

[...] It's possible only for agriculture, any commercial activities are forbidden. Every decision is made with unanimous consent of each partner article 2252, because there is a contract between all of them. Even if you have 99% of the possession of the partnership your voice counts exactly as the other ones, or there is a special disposition. No special form of contract, and it cannot be amended without the consent of everyone (sauf exception). You could add a special clause about liability to limit it to the contribution in capital, cash, real estate, patent brought by the partner. [...]

[...] That permits us to give the direction of the company to its creator, but he won't take a major part of the profit, then the investors won't get the possession of the company but will take a major part of the profit. The incorporation of this company is made through a notary who's going to draft a deed. Then the 50k should be deposited in the notary bank account. Or you can open a bank account in the name of the future company. You need to appoint the board of directors and the board of statutory auditors; they are accountants who are going to check the activity of the company. The last point is compulsory and quite expensive. III. [...]

[...] It costs a lot of money. (no need in a SRL, except if your turnover is really high) Auditors should manage the activity of directors, and in case of conflict of interest the responsibility could be split between directors and auditors. They should know all the board of director 'decision and can only in case of lack of transparency tell we weren't in possession of all the information. You've a board of director at the moment you have 2 directors, it's more secure to have at least 3 individuals instead of one. [...]

[...] Article 2437 when one of the shareholders leaves the company with his capital, thus it is now under the law that you have to close the company. It's possible to start a liquidation procedure and then avoid it. A liquidation doesn't have a fixed period because the liquidator has to reach agreement with the creditors, and sometimes they never agree. II. Fiscal consequences Under liquidation you're not obliged to pay all taxes, but only for three years. Specific clauses permit shareholders to dissolve the company under particular conditions. Duty of director: they should manage the company in a conservative way. [...]

[...] - SRL semplificata with a capital of 1 euro If you are under the age of 35 you could set up a company with a capital of 1euro. The notary is free of charge in this case of company. The main difference between these companies is the capital. Then in SPA you get shares, and in SRL you get a virtual part of the capital but not a title. In SPA shares could be frozen by shareholders that means the shareholder loses his vote power etc., while in SRL only the judge could do it. [...]