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TOMASI IMMOBILIARE & Consulting.TNX
Via XIII Martiri n.72
30027 - San Doną Di Piave (VE)
Tel.: 00390421330586
Tel.: 00391782241501
Tel.: 00391782272964
Fax: 00391786029114
E-mail: 
Sito Internet: 11974@fiaip.it
Presentazione:
Videoconference on Msn Messenger or Skype
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News
EMERGENZA TERREMOTO IN ABRUZZO
http://regione.abruzzo.it/
TERREMOTO: CONTO CORRENTE POSTALE 10400000 E BANCARIO IT69L0300215300000410000000
La Regione Abruzzo comunica di aver attivato un fondo di solidarietą in favore delle popolazioni colpite dal sisma del 6 Aprile. Chi vuole fare donazioni puņ versare un contributo in denaro sul conto corrente postale 10400000 o sul conto corrente bancario IT69L0300215300000410000000 presso Unicredit Banca di Roma (per donazioni dall'estero codice Swift B R O M I T R 1 7 7 5). La causale č Regione Abruzzo - donazione per il sisma.
www.redcross.org
The American Red Cross helps vulnerable people around the world to prevent, prepare for, and respond to disasters, complex humanitarian emergencies, and life-threatening health conditions.
The American Red Cross accomplishes this goal by working within the International Red Cross and Red Crescent Movementthe worlds largest humanitarian network with more than 180 Red Cross and Red Crescent national societies and more than 100 million volunteers. In all our work, we abide by the seven fundamental principles: humanity, impartiality, neutrality, independence, voluntary service, unity, and universality.
www.peta.org target=_blank>
www.peta.org
People for the Ethical Treatment of Animals (PETA), with more than 1.6 million members and supporters, is the largest animal rights organization in the world.
PETA focuses its attention on the four areas in which the largest numbers of animals suffer the most intensely for the longest periods of time: on factory farms, in laboratories, in the clothing trade, and in the entertainment industry. We also work on a variety of other issues, including the cruel killing of beavers, birds and other "pests," and the abuse of backyard dogs.
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. STUDIO INTERMEDIAZIONI PER OPERAZIONI IMMOBILIARI & CONSULENZA ECONOMICO - FINANZIARIA
La TOMASI IMMOBILIARE & PARTNERS assiste il Proprietario e l'Acquirente in tutte le operazioni nascenti in seno ad una trattativa di compravendita di immobili e/o complessi immobiliari, approfondendo tutti gli aspetti, legislativi, finanziari, amministrativi e fiscali, con un'ulteriore assistenza legale professionale. Con la sua presenza nella FIAIP ( Federazione Italiana Agenti immobiliari professionali) e nella C.E.I (Confederation Europeene de l'Immobilier) siamo in grado di trattare un'immobile in qualunque punto dell'Europa.
. Tipologia delle principali proprietą Immobiliari trattate
SETTORE A
Immobili Residenziali
SETTORE B
Strutture Alberghiere
Proprietą Particolari
(Isole, Castelli, Ville antiche)
Aziende Vitivinicole
Aree Industriali
Immobili Direzionali
Porti Turistici
Centri Commerciali gią realizzati o da realizzarsi
Aree Commerciali
Immobili a Reddito
Iniziative Turistiche da realizzarsi
Aziende Agricole
Quote di Societą Immobiliari
SETTORE C
CONSULENZA FINANZIARIA INDIPENDENTE
Professionalitą ed indipendenza sono i principi guida dell'attivitą.
FINANCIAL ADVISORY
We deliver high performance in global financial consulting service enabling organizations faster responce to their projects and investment needs, generating improved efficiency and greater value from the financial market. Our Partners are currently working in 56 countries with global industry leaders in virtually all industry segments as well as key local and central government departments in both mature and emerging markets.
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BASED IN ITALY, TOMASI IMMOBILIARE , OFFERING A RANGE OF EXCLUSIVE PROPERTIES: HOTEL STRUCTURES,PARTICULAR PROPERTY,Islands, Castles, ancient Villas, Industrial, Immovable areas Directional, Tourist Ports, Centers Trade, Areas Trade, Immovable to Yield, Tourist Initiatives, Agricultural Companies, Quotas Real estate Societies.
To list your italian property or to open a dialogue you can contact us at our e-mail to the attention, we are member of FIAIP and CIMLS as Real Estate Brokerage.
Our staff will support you in the selection of relevant properties and the arrangement of the viewings.
We will recommend professional legal support with on site italian Lawyer.
Italy - The Buying Process menu
Country profile
Political system and administrative divisions
Italy is a Parliamentary Republic established by the 1948 Constitution.
Sovereignty belongs to the people who exercise it as laid down by the Constitution.
The Italian Republic acknowledges and guarantees human rights. All citizens have equal social status without regard to their gender, race, language, religion, political opinions or their personal and social conditions.
The Constitution stipulates a democratic state with powers divided between the Executive, the Parliament and the Judiciary.
Administrative divisions
The Constitution states that the Italian Republic consists of Municipalities, Provinces, Metropolitan Areas and Regions.
Italy is divided into twenty Regions, five of which have a special status (Valle d'Aosta, Trentino-Alto Adige, Friuli-Venezia Giulia, Sicilia and Sardegna).
The Italian regions are divided into 103 Provinces and 8,101 Municipalities
Parliament
The Italian Parliament has two Chambers: the Chamber of Deputies and the Senate.
The two houses have much the same powers and functions.
But there are these differences:
number of MPs (630 sit in the Chamber of Deputies; 315 in the Senate)
the electoral system (Senators are elected in single regional constituencies while Deputies are elected in smaller local constituencies)
age of voters (18 years for the Chambers of Deputies, 25 for the Senate)
age of MPs (Deputies must be at least 25 and Senators 40 to be eligible).
The main functions of Parliament are:
definition of national policies
control of legislation.
President of the Republic
The President of the Republic is the Head of State and represents national unity.
The members of Parliament in plenary session, with delegates from each region, elect the President for a seven-year term.
The President:
promulgates laws and issues decrees with the force of law
can ask Parliament to re-examine a law
can dissolve Parliament then call parliamentary elections
commands the armed forces
declares war according to the decision of Parliament
chairs the Superior Council of the Judiciary (CSM)
appoints Senators for Life
nominates the Prime Minister and in accordance with his indications also the Ministers
nominates a third of the judges of the Constitutional Court
ratifies international treaties.
The President mediates during political crises.
Government
The Government must have the confidence of both Chambers and consists of the Prime Minister and the Ministers jointly constituting the Council of Ministers.
The Prime Minister conducts, and is responsible for, general government policy.
The Council of Ministers sets the Government's general political agenda. It also governs all aspects of the Executive.
The Government may issue non-constitutional decrees if delegated by both Chambers. When necessary, it may issue non-constitutional decrees that Parliament must approve within 60 days.
Within the Government, important inter-ministerial committees manage issues concerning more than one Ministry:
The Inter-ministerial Committee on Prices (CIP)
The Inter-ministerial Committee for Economic Planning (CIPE)
The Inter-ministerial Committee for Credits and Savings (CICR).
According to the Constitution, the Constitutional Court passes judgment on disputes over the constitutional legitimacy of laws or of decisions with the force of law issued by the State or Regional Councils, on disputes between branches of government over the division of State and Regional Council powers and on allegations directed at the Head of State.
Legal system
In the Italian legal system the jurisdictional functions are divided into:
ordinary, practiced by ordinary magistrates
administrative, practiced by the Regional Administrative Courts (TAR)
accounting, performed by the Court of Auditors in public accounting
tax-related, performed by the Provincial Tax Commission and the Regional Tax Commission on tax matters.
The judicial process is one of the three fundamental functions of the democratic state along with the legislative and the executive functions.
Reforms
The Italian Government is committed to promoting reform policies on a national and local level.
National reforms
The Italian government has carried out several structural reforms to improve long-term growth and competitiveness, such as company law, tax system and labor market reforms.
It is also committed to promoting and supporting business internationalization, R&D as well as e-government procedures to simplify red-tape.
Federal Reforms
Constitutional Law No. 3 of October 18, 2001, has enhanced the regional legislative powers. Regional governments have gained new powers in several important areas such as foreign trade, education and local government. Furthermore, regional governments intervene in the legislative process of the EU when European laws deal with regional matters.
Nevertheless, the central government remains responsible for the following issues:
Foreign Policy
Immigration
Religious Affairs
Defence
National currency
Electoral Laws
Central Public Administration
Public Safety
Citizenship
Justice
Minimum levels of Healthcare Services
Guidelines on Education
PensionsElectoral Laws for Provinces and City Councils
Environmental Protection.
Local taxation
Local taxation grants financial autonomy to Regions, Provinces, City Councils and Metropolitan Cities (art. 119 of the Constitution). Thus local governments may establish and levy their own taxes. and pay their due to the central government.
The regional Council for Local Authorities
The regional Council for Local Authorities co-ordinates city and provincial councils within the same Region.
Participation of local government representatives in Parliament
A transitional law gives local government representatives the right to take part in the works of the Parliamentary Commission for Regional Affairs with the aim to support the establishment of a Chamber of Regions.
Setting up a business
New Business Environment
Foreign companies looking to invest in Italy have the same kinds of choices and guarantees for setting up business that other leading developed countries offer.
Following a thorough reform of Italian business law in early 2003, the legal framework for companies can now be considered one of the most modern and dynamic in Europe. The reform amended and supplemented portions of the Italian Civil Code (ICC) and modified Italy's Unified Rules on financial intermediation (Law 58/1998, known as the 'TUF') which now include specific provisions for listed companies.
The TUF has been significantly amended by means of law no. 262 dated December 28, 2005 which provides rules aimed to safeguard savings.
Overall the 2003 reform successfully introduced:
Changes to the structure of commercial companies (Joint Stock Company, Limited Liability company) which simplify and speed up the procedures for establishing a business
New financial instruments for companies to create special categories of shares
New rules providing greater flexibility and choice in corporate governance
Corporate responsibility for groups clarifying issues related to liability, transparency and publicity.
Business solutions
Prospective foreign investors wanting to set up a business in Italy may either:
establish a representative office, Branch; or
incorporate a company with a more permanent presence.
It may also set up a representative office to explore local marketing and business opportunities and later decide to incorporate a company.
Foreign investors that prefer to establish a more stable organization may incorporate a company.
The joint stock company (societą per azioni) and limited liability company (societą a responsabilitą limitata) are the most common types.
For both, liability for social obligations is limited to the company's corporate assets.
Representative Office&Branch
Foreign companies intending to establish a representative office must comply with certain formalities at local Company Registries. The following information should be filed: corporate details of the representative office, personal details of the individual(s) accountable for the representative office, together with the responsible Company Registry. Failing to comply, the individual(s) accountable for the representative office are personally liable, without limitation, for the office's obligations.
Branch Office
Foreign investors not intending to incorporate an Italian subsidiary may conduct their business in Italy through a branch office. It's considered as a permanent establishment and is consequently subject to corporate income tax and must keep proper books and file its VAT returns as well as the annual financing statement of the parent company including profit and loss accounts.
The following documents are required to register a branch office in Italy:
Certified copy of the deed of incorporation and by-laws of the parent company
Certificate of good standing of the parent company
Application for the VAT number of the branch and for the tax code number of the legal representative of the parent company and of the manager
Registration of the deed of deposit in an official foreign Companies' Register of chamber of Commerce.
Joint Stock Company
An S.p.A. has autonomous legal personality and is therefore a separate entity from its shareholders. It has its own assets and resources, on which its creditors must rely completely for redress. The participation of stockholders is represented by shares of stock.
Incorporation
One may establish an S.p.A. either by executing a contract or by the unilateral act of a single shareholder. An S.p.A. can also be participated by partnerships (provided they are not informal partnerships) or by other S.p.A.s. The minimum equity capital required is 120,000 Euro. There is no limit on the company's lifetime.
Incorporation Procedure
A summary of the main steps:
executing contract (or unilateral act) with articles of association and bylaws, in the form of a notarial public deed
full underwriting of the equity capital
bank deposit of one fourth of the financial contribution or the entire contribution in case of unilateral formation
checking for special legal requirements, eg, government authorization for activities envisaged by the company
checking with the Notary Public about the essential conditions required, by law, to form the company
filing by the Notary Public of all documentation with the Company Registry within 20 days of the signing of the articles of association.
Contributions
Contributions can be in money, in kind and/or by assignment of credits, of which, the latter two must be paid in full when underwriting the corresponding shares. A designated expert of the competent territorial court estimates the contributions and renders sworn statements regarding their value.
Shareholders Agreements
These bind signatory shareholders only, and may cover:
voting trusts concerning the exercise of voting rights in the company or its subsidiaries
selling syndicates limiting the transfer of shares in the company or in its subsidiaries
agreements for exercising a dominant influence over the company or its subsidiaries.
The maximum duration of shareholders agreements is five years renewable. If the duration is unlimited, participants may withdraw giving six-months prior notice.
Governance
Following the ICC reform, there are three alternative models of governance for S.p.A.s:
Ordinary model: Company management is entrusted to a Board of Directors. Controlling powers over the Board of Directors are attributed to the Board of Statutory Auditors.
One-tier model: Company management is entrusted to a Board of Directors, which appoints from amongst its members a Committee for the Control of Operations.
Two-tier model: A Shareholders Meeting appoints a Supervisory Board, which appoints a Management Board entrusted with the company's management.
Individuals linked to the company or to its subsidiaries and affiliates by an employment contract or by a consultancy relationship which may affect their independence may not be appointed as members of the Supervisory Board.
The tiered models are alternatives open to both listed and unlisted companies. The choice depends on the system best suited to that business's requirements.
The ordinary model allows the corporate bodies concerned to maintain their independence.
The one-tier model allows more flexibility for efficient communications between the Board of Directors and the Committee for the Control of Operations.
Finally, the two-tier model, which transfers many of the Shareholders Meeting's powers to the Supervisory Board, is most likely to suit listed companies.
Directors have authority to act, in the extraordinary and ordinary course of business, to achieve the company's objectives, within the law and the articles of association. The Board or the Managing Director represents the company vis-ą-vis third parties. Unless bylaws provide otherwise, a majority of the Board's members is necessary to validate Board meetings, and resolutions require approving by a majority of attending members.
The Bylaws of listed companies which have adopted the ordinary model should provide that members of the board of directors are elected on the basis of candidates list and that at least one member is elected amongst the candidates of the list presented by minority shareholders.
Furthermore, in case the board of directors is composed by more than seven members, at least one member should meet the integrity, experience and independence requirements provided for the members of the Board of Statutory Auditors.
In listed companies which have adopted the one tier model candidate elected by minority shareholders should meet the integrity, experience and independence requirements provided for the members of the Board of Statutory Auditors.
The election of the members of management bodies of listed companies shall occur by secret ballot.
Directors hold office for three financial years. The directorship may end by natural expiry, resignation, removal, death or personal inability (eg, ineligibility).
Directors are jointly liable for the company if they:
Act outside the duty of diligence imposed by law and the company's bylaws
Fail to supervise or intervene where necessary in the actions of their subordinates
Fail to avoid prejudices to the company
Fail to comply with the duties imposed by law.
Controls
Statutory Auditors
Statutory Auditors (SA) duties include: reviewing the accounting system; auditing the accounts; supervising business compliance with the law and the articles of association; properly controlling the company's management; and ensuring the effectiveness of the governance rules and of the organization.
The Board of Auditors (BA) has three or five regular members and two alternate members.
An SA term in office may end following natural expiry, resignation, personal inability, removal (following a Shareholders Meeting resolution and court approval), and death.
In listed companies the Chairman of the BA must be appointed by the SM amongst the statutory auditors elected by the minority shareholders. Furthermore the law provides for certain limits to the possibility to cumulate appointments whose content shall be set forth in a regulation to be enacted by CONSOB (Commissione Nazionale per le Societą e la Borsa).
Bylaws of listed companies should also provide for the appointment of an executive in charge of the preparation of the accounting documents of the company who should certify the truthfulness of the information relating to the economic and financial condition of the company disclosed to the market.
In listed companies the Chairman of the BA must be appointed by the SM amongst the statutory auditors elected by the minority shareholders. Furthermore the law provides for certain limits to the possibility to cumulate appointments whose content shall be set forth in a regulation to be enacted by CONSOB (Commissione Nazionale per le Societą e la Borsa).
Bylaws of listed companies should also provide for the appointment of an executive in charge of the preparation of the accounting documents of the company who should certify the truthfulness of the information relating to the economic and financial condition of the company disclosed to the market.
External Controls
Listed companies shall allow a general accounting control and assessment of their financial statements, including consolidated and extraordinary balance sheets by any external auditing company (AC) listed on a special CONSOB register.
The AC verifies the regular keeping of the company accounts and the consistency of the financial statements with the company's books and accounting records. The Shareholders Meeting appoints the AC, whose mandate runs for six financial years, renewable once only after three years have elapsed following the first mandate. In such a case the responsible of the AC for the auditing activity must be replaced with another responsible.
AC (and their shareholders, directors and internal auditors) are banned to provide to companies which have appointed them to act as external auditing company services other than auditing services.
A Judicial Authority exercises judicial control over the S.p.A.'s management. If directors are suspected, in breach of their duties, of committing serious operational irregularities that may prejudice the company or one or more of its subsidiaries, shareholders representing one-tenth of the share capital or one-twentieth in companies with recourse to the equity capital market, may present the facts in court with a complaint.
If a breach exists and/or cannot be remedied, the Court may order appropriate provisional measures and call a Shareholders Meeting. It may also remove Directors and/or Statutory Auditors and appoint a judicial administrator to initiate legal actions for damages suffered by the company.
Listed Companies
Foreign and Italian companies that access the Italian financial markets must be subject to the rules and procedures of Borsa Italiana S.p.A, as well as the Commissione Nazionale per le Societą e la Borsa (CONSOB) the public authority in charge of regulating transparency and correct behavior by securities market participants and of the disclosure of complete and accurate information to the investing public by listed companies.
Management bodies of the companies which access the Italian financial markets must adopt in compliance with general principles enacted by CONSOB rules aimed to ensure transparency and correctness in transactions with related parties. Control bodies supervise compliance with such regulation and must refer about thereof to the SM.
For further information: http://www.consob.it/eng_index.htm
Shareholders meetings
The Board of Directors or in certain circumstances the BA, the Committee for the Control of Operations or the Supervisory Board, may convene a Shareholders Meeting.
The SM convenes to provide annual approval of the financial statements, when there is a majority of vacant posts on the Board of Directors, when the company loses a third or more of its capital, or at the request of a qualified minority of shareholders.
Approval of the financial statements must occur within 120 days from the closing of the financial year. The bylaws may provide for a longer term which in any case cannot exceed 180 days if the company is required to prepare consolidated financial statements or when special needs related to the organisation and structure of the company require it.
In listed companies the SM may be convened on request of two members of BA.
The SM's prerogatives vary depending on the company's rules of governance (ordinary, one-tier, or two-tier), and the type of meetings (regular or special). Special quorums decide the constitution of the SM and whether to adopt resolutions.
One may annul an SM resolution within ninety days if it contravenes the law or the articles of association. Resolutions are null and void if their purpose is unattainable or unlawful, if the SM does not convene, or there are no minutes of the SM meeting.
Shareholders' right to withdraw
There is a special procedure for the withdrawal of shareholders who disagree, are absent or abstain from resolutions on certain matters.
Shareholders can also withdraw from unlisted companies of unlimited duration by giving 180 days prior notice.
In listed companies, they can withdraw if, following a merger or a de-merger, unlisted shares are attributed, or if the SM approves a resolution for the de-listing of the company. Companies without access to equity capital markets can specify additional causes of withdrawal.
Winding up
An S.p.A. liquidates:
When its term expires
If the company's purpose is attained or considered impossible to attain
If the SM fails to operate or is continuously inactive
If capital falls below the legal minimum for losses and is not restored
If withdrawing shareholders cannot be reimbursed
Upon resolution of the SM
For any other causes contemplated in the articles of association
Because of bankruptcy or compulsory administrative liquidation
Because of an imbalance in the value of ordinary and saving shares (or other shares with limited voting rights) for listed companies.
Governance
Following the ICC reform, there are three alternative models of governance for S.p.A.s:
Ordinary model: Company management is entrusted to a Board of Directors. Controlling powers over the Board of Directors are attributed to the Board of Statutory Auditors.
One-tier model: Company management is entrusted to a Board of Directors, which appoints from amongst its members a Committee for the Control of Operations.
Two-tier model: A Shareholders Meeting appoints a Supervisory Board, which appoints a Management Board entrusted with the company's management.
Individuals linked to the company or to its subsidiaries and affiliates by an employment contract or by a consultancy relationship which may affect their independence may not be appointed as members of the Supervisory Board.
The tiered models are alternatives open to both listed and unlisted companies. The choice depends on the system best suited to that business's requirements.
The ordinary model allows the corporate bodies concerned to maintain their independence.
The one-tier model allows more flexibility for efficient communications between the Board of Directors and the Committee for the Control of Operations.
Finally, the two-tier model, which transfers many of the Shareholders Meeting's powers to the Supervisory Board, is most likely to suit listed companies.
Directors have authority to act, in the extraordinary and ordinary course of business, to achieve the company's objectives, within the law and the articles of association. The Board or the Managing Director represents the company vis-ą-vis third parties. Unless bylaws provide otherwise, a majority of the Board's members is necessary to validate Board meetings, and resolutions require approving by a majority of attending members.
The Bylaws of listed companies which have adopted the ordinary model should provide that members of the board of directors are elected on the basis of candidates list and that at least one member is elected amongst the candidates of the list presented by minority shareholders.
Furthermore, in case the board of directors is composed by more than seven members, at least one member should meet the integrity, experience and independence requirements provided for the members of the Board of Statutory Auditors.
In listed companies which have adopted the one tier model candidate elected by minority shareholders should meet the integrity, experience and independence requirements provided for the members of the Board of Statutory Auditors.
The election of the members of management bodies of listed companies shall occur by secret ballot.
Directors hold office for three financial years. The directorship may end by natural expiry, resignation, removal, death or personal inability (eg, ineligibility).
Directors are jointly liable for the company if they:
Act outside the duty of diligence imposed by law and the company's bylaws
Fail to supervise or intervene where necessary in the actions of their subordinates
Fail to avoid prejudices to the company
Fail to comply with the duties imposed by law.
Controls
Statutory Auditors
Statutory Auditors (SA) duties include: reviewing the accounting system; auditing the accounts; supervising business compliance with the law and the articles of association; properly controlling the company's management; and ensuring the effectiveness of the governance rules and of the organization.
The Board of Auditors (BA) has three or five regular members and two alternate members.
An SA term in office may end following natural expiry, resignation, personal inability, removal (following a Shareholders Meeting resolution and court approval), and death.
In listed companies the Chairman of the BA must be appointed by the SM amongst the statutory auditors elected by the minority shareholders. Furthermore the law provides for certain limits to the possibility to cumulate appointments whose content shall be set forth in a regulation to be enacted by CONSOB (Commissione Nazionale per le Societą e la Borsa).
Bylaws of listed companies should also provide for the appointment of an executive in charge of the preparation of the accounting documents of the company who should certify the truthfulness of the information relating to the economic and financial condition of the company disclosed to the market.
In listed companies the Chairman of the BA must be appointed by the SM amongst the statutory auditors elected by the minority shareholders. Furthermore the law provides for certain limits to the possibility to cumulate appointments whose content shall be set forth in a regulation to be enacted by CONSOB (Commissione Nazionale per le Societą e la Borsa).
Bylaws of listed companies should also provide for the appointment of an executive in charge of the preparation of the accounting documents of the company who should certify the truthfulness of the information relating to the economic and financial condition of the company disclosed to the market.
External Controls
Listed companies shall allow a general accounting control and assessment of their financial statements, including consolidated and extraordinary balance sheets by any external auditing company (AC) listed on a special CONSOB register.
The AC verifies the regular keeping of the company accounts and the consistency of the financial statements with the company's books and accounting records. The Shareholders Meeting appoints the AC, whose mandate runs for six financial years, renewable once only after three years have elapsed following the first mandate. In such a case the responsible of the AC for the auditing activity must be replaced with another responsible.
AC (and their shareholders, directors and internal auditors) are banned to provide to companies which have appointed them to act as external auditing company services other than auditing services.
A Judicial Authority exercises judicial control over the S.p.A.'s management. If directors are suspected, in breach of their duties, of committing serious operational irregularities that may prejudice the company or one or more of its subsidiaries, shareholders representing one-tenth of the share capital or one-twentieth in companies with recourse to the equity capital market, may present the facts in court with a complaint.
If a breach exists and/or cannot be remedied, the Court may order appropriate provisional measures and call a Shareholders Meeting. It may also remove Directors and/or Statutory Auditors and appoint a judicial administrator to initiate legal actions for damages suffered by the company.
Listed Companies
Foreign and Italian companies that access the Italian financial markets must be subject to the rules and procedures of Borsa Italiana S.p.A, as well as the Commissione Nazionale per le Societą e la Borsa (CONSOB) the public authority in charge of regulating transparency and correct behavior by securities market participants and of the disclosure of complete and accurate information to the investing public by listed companies.
Management bodies of the companies which access the Italian financial markets must adopt in compliance with general principles enacted by CONSOB rules aimed to ensure transparency and correctness in transactions with related parties. Control bodies supervise compliance with such regulation and must refer about thereof to the SM
Shareholders meetings
The Board of Directors or in certain circumstances the BA, the Committee for the Control of Operations or the Supervisory Board, may convene a Shareholders Meeting.
The SM convenes to provide annual approval of the financial statements, when there is a majority of vacant posts on the Board of Directors, when the company loses a third or more of its capital, or at the request of a qualified minority of shareholders.
Approval of the financial statements must occur within 120 days from the closing of the financial year. The bylaws may provide for a longer term which in any case cannot exceed 180 days if the company is required to prepare consolidated financial statements or when special needs related to the organisation and structure of the company require it.
In listed companies the SM may be convened on request of two members of BA.
The SM's prerogatives vary depending on the company's rules of governance (ordinary, one-tier, or two-tier), and the type of meetings (regular or special). Special quorums decide the constitution of the SM and whether to adopt resolutions.
One may annul an SM resolution within ninety days if it contravenes the law or the articles of association. Resolutions are null and void if their purpose is unattainable or unlawful, if the SM does not convene, or there are no minutes of the SM meeting.
Shareholders' right to withdraw
There is a special procedure for the withdrawal of shareholders who disagree, are absent or abstain from resolutions on certain matters.
Shareholders can also withdraw from unlisted companies of unlimited duration by giving 180 days prior notice.
In listed companies, they can withdraw if, following a merger or a de-merger, unlisted shares are attributed, or if the SM approves a resolution for the de-listing of the company. Companies without access to equity capital markets can specify additional causes of withdrawal.
Winding up
An S.p.A. liquidates:
When its term expires
If the company's purpose is attained or considered impossible to attain
If the SM fails to operate or is continuously inactive
If capital falls below the legal minimum for losses and is not restored
If withdrawing shareholders cannot be reimbursed
Upon resolution of the SM
For any other causes contemplated in the articles of association
Because of bankruptcy or compulsory administrative liquidation
Because of an imbalance in the value of ordinary and saving shares (or other shares with limited voting rights) for listed companies.
Shares
Shares are represented by certificates
Shares issued by a listed company or by companies whose shares are widely distributed among the public are dematerialized by law. S.p.A. shares are registered. Under the bylaws, share transfers may be limited for up to five years.
Pre-emptive rights and acceptance clauses may apply if shareholders maintain their rights to withdraw, or the company and/or the other shareholders have to buy up the shares on offer.
Categories of shares with different rights regarding the incidence of losses may be created . The law requires creating special shareholders meetings for each category of shares.
Sole Shareholder
The sole shareholder is a person (legal or physical) who is the beneficiary of all the shares.
During insolvency, he/she has unlimited liability for the company's obligations:
if contributions were made illegally, and
failing fulfillment of the obligations to make public information about the sole shareholder, a change of sole shareholder, or creating (or restoring) a plurality of shareholders.
Financial instruments
Financial instruments carrying property or administrative rights
An S.p.A. may issue special financial instruments against work, services or assets contributed by shareholders or third parties. Such instruments do not carry ordinary voting rights and are not allocated against the equity capital. They can benefit from fixed or indexed dividends and can undergo losses as provided by the bylaws. Owners of such instruments have the right to be informed about the company's activities and to vote on some matters.
Asset and loan allocations to specific projects
An S.p.A. may isolate assets and allocate them exclusively to a special project. One may specify in the financing contract that all or part of the revenues deriving from the project repay all or part of the allocation. If the requirements for separating the assets are satisfied, then the company is liable for the project's obligations only up to the amount of the assets specifically allocated.
Bonds
The Board of Directors issues bonds unless laws or bylaws state otherwise. Bonds, bearer or registered, are issuable in an amount not exceeding twice the combined sum of the paid-in capital, legal reserve fund, and the statutory reserves under the latest approved financial statements.
For the purposes of calculating such amount also the amounts relating to the issuance of guarantees in any manner issued in favour of other companies including foreign companies should be taken into account.
The Italian Civil Code (ICC) sets out terms of issuance, obligations and rights of bondholders, meetings of the bondholders and, if any, the share ratios applicable for converting bonds into shares.
Funding
The S.p.A. may raise:
Funds
Bills of exchange
Polizze di credito commerciale, where the company borrows from another entity and guarantees repayment, assignable to third parties, by a standby letter of credit
Cambiali finanziarie, these are similar to bills of exchange
Investment certificates.
Quotas represent the extent of member participation. The SRL is accountable with its own assets for the obligations it undertakes.
The minimum capital required is 10,000 Euro.
Incorporation
The SRL can have unlimited duration. Contributions include money and, depending on the articles of association, any items of economic value including services supplied by quota holders, if adequately guaranteed.
Upon formation, each quota holder shall pay in one fourth of his/her money contribution and the full premium.
The articles of association and the bylaws shall be in the form of notarial deeds.
Limited liability company with sole quota holder
A sole quota holder SRL requires a unilateral deed, full payment of the capital contribution, and certain disclosure requirements.
Should a sole quota holder acquire an existing, non-sole quota holder SRL, he/she shall disclose publicly the changes of quota holders and cover outstanding contributions.
During insolvency, sole quota holders are liable without limitation if contributions remain unpaid or disclosure requirements about them are incomplete.
Funding
The SRL may receive financing from quota holders. Reimbursement ranks after repaying the company's creditors. Any reimbursement made within the year preceding a bankruptcy declaration must be returned. Issuing bonds is allowable under the articles of association if subscribed to only by professionals investors.
Management
The company is managed by one or more quota holders unless the bylaws provide otherwise. Management of the company may be entrusted also to third parties.
The bylaws may grant quota holders special administrative rights such as the right to appoint directors or a veto on certain resolutions or appointments. Directors may serve unlimited terms.
The available models of management are:
Sole managing director
Board of Directors (BoD) by adopted resolutions or by written consultations among members
Several Management
Joint management.
Directors shall always adopt resolutions collectively on financial statements drafts, merger and de-merger projects, and capital increases. Management may act on behalf of the SRL vis-ą-vis third parties within the limitations given in the Company Registry.
Directors are jointly and severally liable towards the company for breach of their duties under the law and the bylaws, and towards quota holders and third parties for damages resulting from their negligent or fraudulent actions.
This liability may not apply if there is evidence that they had disagreed with, or opposed the breach concerned. Any quota holder authorizing damaging actions would be jointly and severally liable along with the directors.
Quotas and Quota Holders
Quota holders may adopt resolutions either collectively or by written consultation for:
Approving financial statements and distributions of dividends
Appointing directors and statutory auditors
Amending bylaws
Operations entailing substantial changes in the company's purposes or quota holders' rights
Matters expressly referred to in the bylaws.
Quota holders may assign various patterns for distributing dividends and covering losses (not necessarily proportional to contributions). Dividends, however, are paid only out of profits actually accrued and shown in the regularly approved financial statements. Patterns aimed at excluding entirely one or more quota holder from profits or losses are null.
Quota Holders Agreements
The limitations on S.p.A. shareholders' agreements (link to S.p.A.) are not applicable to SRLs unless it acquires control of an S.p.A.
Withdrawal of Quota Holders
Quota holders may withdraw:
If the company's purpose or model changes
In case of disagreement about a merger or de-merger
In case of repeal of liquidation
If causes of withdrawal are deleted from the bylaws
If the company undertakes transactions substantially altering its purpose
If the company's registered office moves abroad
If the quota holder disagrees with approved amendments to individual quota holders' rights regards the company's management or distributing profits
If the SRL has unlimited duration.
Circulation of Quotas
The company cannot purchase its own quotas, grant guarantees, or loans thus enabling third parties to purchase quotas. If the bylaws forbid transferring quotas, including upon death, quota holders may withdraw. The bylaws, however, can prohibit withdrawal before two years from the forming the company or subscription of the relevant quota.
Transfers of quotas must be certified acts or notarial deeds, deposited with the Company Registry and registered in the quota holders' ledger. This renders the transfer enforceable against the company and third parties
Controls
Appointment of a Board of Auditors (BA) is mandatory only if:
The SRL's capital exceeds 120,000 Euro, or
Certain thresholds (related to assets, profits, number of employees) are exceeded.
The rules governing the powers of the BA are the same as those for S.p.A.s.
The company may also elect to turn over administrative control to the BA while an accounting firm takes over accounting control.
Other types of companies
General partnerships (societą in nome collettivo)
All members of the SNC are jointly and severally liable for the obligations assumed by the company. Nonetheless, creditors of the SNC cannot claim payments from the members until after all remedies against the SNC have been exhausted.
The SNC, although it is not a legal person (it is not incorporated), can to certain extents be regarded as an autonomous entity distinguished from its members.
Limited partnerships (societą in accomandita semplice) both having unlimited liability for the partners.
General members are jointly and severally liable without limits for the obligations of the partnership whilst silent partners are only liable to the extent of their contributions.
The business name must consist of at least the name of a general partner, and a mention of the limited partnership status. The rules governing the general partnership are applicable to the limited partnership insofar as they are compatible with this model. The article of association must include the names of the general members as well as those of the silent partners.
Partnership limited by shares (societą in accomandita per azioni)
There are two categories of members: general partners, who are liable jointly and severally liable without limitation for the partnership obligations, and special partners who are liable within the limit of subscribed capital. Creditors of the SAPA cannot claim payments from the general partners until after all remedies against the company have been exhausted.
Participations are represented by shares. General partners are directors by operation of law and are subject to the same duties as the directors of an S.p.A.. Rules concerning the Shareholder Meeting and the Board of Statutory Auditors of the S.p.A. are also applicable, to the extent compatible, to the SAPA.
Groups
After the 2003 reform of business law in the Italian Civil Code (ICC) the concept of the 'group' and its ties to companies changed considerably.
A Group is not an autonomous legal entity.
Direction of the companies in a Group may follow a common economic strategy but are distinct from each other as well as the Group. Each company is subject to the laws for the model under which it is incorporated.
Parent company resolutions do not, therefore, directly affect subsidiaries or controlled companies even if intended for direction and coordination.
Nevertheless, the group's interests can be pursued through acts, which may initially affect the interest of the subsidiary. The final result of the group's act, however, must eventually favor the individual subsidiary.
Duties of Parent Companies
Parent companies must disclose publicly financial information and other sensitive data regarding subsidiaries, controlled companies and affiliated entities.
Parent companies are liable towards shareholders and creditors of their subsidiaries and controlled companies if such companies are mismanaged.
Duties of Subsidiaries
Subsidiaries and controlled companies must make public their links with the group's other companies and the parent company's powers of direction and coordination, as recorded at the Company Registry.
They must also explain the reasoning behind any of their decisions derived from their dependence on a group. Shareholders of subsidiaries or controlled companies may withdraw from the company under specific circumstances.
Litigation - Corporate proceedings
Dispute Resolution
The 2003 reform of the Italian Civil Code (ICC) amended comprehensively dispute resolution mechanisms for corporate disputes.
Out of Court Conciliation Procedure
This procedure is chaired by a private or public entity registered with the Ministry of Justice. It does not prevent the parties having recourse to ordinary courts. Should the court believe the relevant bylaws to be broken, it may suspend the trial and fix a term for filing the conciliation request.
Special Judiciary Proceeding
There are two special procedures, ordinary and summary, for corporate disputes within the ordinary judicial procedure. The competent court has jurisdiction to deal with these specific procedures.
Arbitration
The ICC reform amended arbitration clauses in company bylaws dealing exclusively with corporate matters. Disputes over the courts' mandatory interventions during the lifetime of a company and public interest pursued by companies are excluded from arbitration.
The reform also amended the terms for appointing arbitrators, precautionary measures, incidental questions, intervention of third parties, and appealing against international arbitration.
There is also a simplified arbitration procedure for disputes arising among the managing members of SRLs and partnerships about the company's management.
Bankruptcy
Failure by a company to meet its obligations may result in bankruptcy proceedings.
The 'Italian Bankruptcy Law' provides pre-liquidation, rehabilitation, or moratorium procedures aimed, providing certain conditions are met, at avoiding bankruptcy.
The bankruptcy procedure
There are two pre-requisites for bankruptcy proceedings:
It involves a commercial entrepreneur, whether an individual or a company; and
It must be in a state of insolvency.
Insolvency occurs when a business cannot pay its due debts by ordinary means, and the situation is permanent and not a temporary difficulty.
Bankruptcy proceedings are unavoidably collective because they concern all a debtors assets, and the interests of all the creditors. Equality of treatment applies to creditors, subject only to cases of legal priority.
During the bankruptcy procedure certain categories of the businesss acts or contracts may be subject to claw back actions, provided that certain requirements are met.
Such requirements have been recently amended following the coming into force of Law Decree no. 35 dated March 14 2005 converted by Law no. 80 dated May 14 2005 which has widened number of acts which may not be subject of claw back actions.
On January 9 2006 the Italian Government has enacted a legislative decree aimed to reform the regulation applicable to bankruptcy procedures. Such decree whose provisions shall entirely come into force in June 2006 provides for the following changes:
the acceleration of bankruptcy legal proceedings;
to enlarge the competences of the creditors committee;
to amend the personal consequences of the bankruptcy;
to amend the effects of the revocation;
to reduce the term of exercise of claw back action; to modify the consequences of bankruptcy on the existing legal relationships including on the assets destined to a specific project;
to modify the regulation of the provisional carry out of the business of the bankrupt company;
to modify the debts assessment procedure, reducing the timing and simplifying the regulation applicable to the claims filing;
the preparation by the receiver of a restructuring plan containing the timing and modalities envisaged for the liquidation of the assets;
to modify the allocation of the assets reducing the timing of the procedure and simplifying the fulfilments associated thereof;
to amend the rules applicable to bankrupt composition (concordato fallimentare) reducing the timing and envisaging the subdivision of the creditors into classes;
to introduce the debts discharge;
to abrogate the summary bankruptcy procedure and moratorium (amministrazione controllata).
Pre-liquidation procedures
Italian bankruptcy Law provides three special instruments for pre-liquidation, rehabilitation, and moratorium procedures, which enable a debtor to avoid a bankruptcy declaration:
Composition or deed of arrangement (Concordato preventivo): Available to companies and individuals in business and supervised by the courts. The debtor enters into a deed of arrangement with its creditors for settling its outstanding debts through available assets.
Moratorium (Amministrazione controllata): Available to companies in temporary financial difficulties, when a moratorium is likely to enable it to reorganize its business. Supervised by the courts, a moratorium may last a maximum two years. The courts may terminate it at any time should the commissioner appointed by the Court report that the procedure no longer protects the interests of the creditors.
Arrangement for debt restructuring (Accordi di ristrutturazione dei debiti): Available to individuals and companies it is constituted by an arrangement reached between the debtor and creditors representing at least 60% of the receivables towards the debtor.
The agreement should be filed with the competent companies' register and must be homologated by the Court.
Special procedures apply to particular types of companies:
Compulsory administrative liquidation (Liquidazione coatta amministrativa)
This procedure applies to certain types of businesses depending on both the sector and number of employees, eg, insurance companies, credit institutions and co-operative societies.
Extraordinary administration (Amministrazione straordinaria)
This particular insolvency procedure applies to industrial and commercial enterprises with 200 employees or more and whose debts amount to no less than two-thirds both of the assets and of income derived from the latest financial year.
Real estate
Introduction
Real estate law is governed mainly by the Italian Civil Code, and by special laws for specific issues.
Real estate development projects and renovation works require approval by local authorities entailing administrative licenses and permits.
Real estate assets may be:
Stand alone assets
Part of a joint property ('condominio'). Specific provisions of the Italian Civil Code (ICC) apply to assets forming part of a coproperty
Part of a going concern. Rules relating to the transfer of a business apply.
There are four titles for classifying real estate assets:
Full ownership
Long lease
Lease of business
Usufruct and Right of Common.
Real estate
Purchase contracts
Agreements for purchasing or selling real estate properties, and creating or transferring real estate rights, must be in writing.
These agreements are enforceable following registration with the local real estate registry.
A real estate sale in Italy is void unless the seller holds a valid administrative building concession for the property.
Purchase contracts can be:
Preliminary contracts
Final contracts
Forward sale agreements.
Preliminary contracts are the most common since both parties must fulfill certain conditions (eg, the satisfactory outcome of the necessary title searches) before entering into the final contract.
Real estate
Real estate under construction
Recent Legislative Decree 20 June 2005 no. 122 has provided for a regulation aimed to protect purchasers of real estate under construction.
Real estate under construction are deemed those buildings for which the construction permit has been released and whose building procedure is ongoing or those building whose construction procedure is at stage which does not enable the release of the fitness for use certificate.
In particular the above mentioned Legislative Decree provides for:
the obligation of the construction company to file a performance bond for an amount equal to the amount paid by the purchaser, the obligation for the construction company to deliver an insurance policy aimed to cover the purchaser from eventual risks for defects showed up following the execution of the purchase contract; specific provisions to be inserted in the purchase contract;
a specific regulation for situations of financial crisis of the construction companies;
the creation of a fund aimed to provide the reimbursement of the purchasers which have suffered a loss upon bankruptcy of the construction company.
Real estate
Residential Rental Agreement
Specific provisions regulate residential rental agreements and apply to all properties except those seen as having historical, artistic, archaeological or ethnic significance.
There are two general types of rental agreements:
Unregulated agreements: the parties can determine the rental rate and any periodic increase. These agreements run for four years, renewable, with some exceptions, for additional four-year terms
Regulated agreements: these must comply with the standards terms and conditions, national and local, of standard agreements negotiated between landlords associations and the main tenants associations.
In both cases, tenants may terminate their agreement at any time, but must give six-months prior written notice to their landlord.
Clauses and agreements either indicating a term exceeding that set by law, or a rental rate higher than that declared in the written and registered rental agreement, or in the standard agreement, are null and void.
Real estate
Commercial Rental Agreement
Rental agreements for commercial properties follow separate specific rules.
Commercial properties include those for industrial, commercial, tourist, business, workshop or similar use. Commercial rental agreements must be for a minimum term of six years, or nine years for hotels and similar businesses.
These are automatically renewed for another six, or nine- year term, unless either party gives the other twelve months, 18 months for hotels, prior written notice of its intention to leave.
Also, a landlord can deny renewal upon expiration of the first contractual term if he/she needs to use the property:
As his/her own domicile
For productive activity carried out by himself/herself or by a close relative
To carry out substantial restructuring of the property.
The rent is set by the parties, subject to any periodic increase required by law.
If the landlord terminates the rental agreement other than for just cause, he/she must give the tenant compensation for the loss of goodwill, equaling 18 months rent, or 21 for hotels leases.
Compensation doubles if the landlord then rents out the same property within one year to someone in the same or a similar business as the original tenant.
There is no right to compensation if the property is for:
Businesses without direct contact with the general public
Professional business or temporary activity
Secondary properties in railway stations, ports, airports, highways, service areas, hotels and tourist resorts.
Any provisions or agreement limiting the contractual term set by law or introducing terms favoring the landlord in violation of the rent control (equo canone) law are null and void.
Real estate
Real estate investment funds
The regulatory framework for real estate funds sets out:
Terms and conditions for real estate assets contribution to closed-end real estate investment funds
Terms of real estates assets contributions from, or sales of real estates assets to, managing company shareholders of the relevant fund, or companies affiliated with the managing company.
The investment fund can hold, at most, real estate of its managing group equaling 60% of the fund's aggregate value.
It can take up loans amounting to 60% of the value of the real estate assets held.
Also, it can hold interests in real estate companies active in construction.
Real estate
Financing acquisition
Type of Acquisition Vehicle
The acquisition of real estate assets is through a special purpose vehicle.
Limited liability companies (S.r.l. - Societą a responsabilitą limitata) are used especially for tax reasons.
Security Package
A customary security package in a real estate acquisition would include:
Pledge on the shares or quotas of the vehicle
Mortgage for the acquired estate
Pledge on the bank accounts of the company holding the estate
Pledge on the VAT receivables for the tax authorities.
Also, under Italian banking law, mortgages granted to secure mortgage loans are not subject to claw back action if mortgage registration takes place at least ten days before the bankruptcy declaration.
Financial Assistance Rules
Italian law prohibits financial assistance from a company to a buyer for the latter's acquisition or subscription of the company's shares.
This applies to all types of limited liability companies, making it illegal to directly use the target's assets to finance the acquisition or to secure the loan received by the buyer.
This provision remains in full force after the updating of Italian company law in 2004.
With the 2004 Company Law, merger-based leverage buy-out transactions are legal in Italy, subject to compliance with the Italian Civil Code. This applies to mergers between companies, one of which has incurred debt in order to purchase a controlling stake in the other, if, as a result of the merger, the latter's assets are an implicit guarantee or source for the repayment of the debt.
Certain formalities apply when implementing a merger between an acquiring company that has incurred debt and the target company.
The merger plan must indicate the sources of funds available to the company after the merger for meeting its obligations.
The directors must show that the surviving company has sufficient funds to repay the acquisition debt and file a business and financial plan giving details of such sources.
Real estate
Due diligence checks
Due diligence verifications in real estate transactions cover various items relating to:
Encumbrances, restrictions on the seller's freedom of sale
Before purchasing real estate, prospective buyers should conduct an appropriate ownership (cadastral) search to ensure against encumbrances, in particular of mortgages or easements.
Archaeological restrictions
Italy's Ministry of Culture1 has a pre-emptive right to the sale or transfer of any real estate property in Italy with historical or archeological value or significance.
Perspective purchaser of real estate properties with historical or archeological value or significance must notify the Ministry of any transfer or sale involving such properties. Statutes or contractual provisions may also establish such pre-emptive rights.
Town planning restrictions
Each Italian municipality decides the permitted use of real estate properties under its jurisdiction in keeping with local laws and regulations.
Inter vivos (inherited) property deeds, involving partition of co-owned so-called diritti reali (rights enforceable against third parties), are null without a certificate from the local authorities stating the property's intended destination.
The certificate is mandatory for establishing or transferring any real estate rights, irrespective of type or destination. It must mention the intended destination of the property in accordance with local area regulations. Any subsequent change in the destination or use of the property requires the local authorities' advance approval.
The certificate provides any prospective buyer with information on the terms, conditions and limits applying to the property under sale.
Constructions Permits
These are required only for:
Construction of new buildings
Urban restructuring
Restructuring works modifying the structure, size and/or use of a property.
Other real estate works do not require prior authorization if the relevant local authorities receive administrative notice.
Environmental Issues
Italian environmental regulations are for public safety.
Some provisions relate to reclaiming polluted land or facilities. If pollution levels exceed the legal threshold, the owner or occupier of the polluted property or the party responsible for the pollution is liable.
He/she must bear all the costs necessary for reclaiming the area or implementing specific safety measures preventing future pollution.
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