A limited partnership (SAS) is a company consisting of a minimum of two people (legal or natural) for commercial or non-commercial purposes. In this legal form there is always a general partner with unlimited personal responsibility and a limited partner with limited personal responsibility based on the quota conferred by him. The general partner, in addition to having to respond to creditors with his own assets, also manages the company. The limited partner instead has no decision-making power and is not required to respond with his assets to any creditors. But how do you open a limited partnership and what are the responsibilities of the members and the costs?
- How to open a limited partnership
- Open a limited partnership: all the steps
- The articles of association
- Registration in the Register of Companies
- The costs of a limited partnership
- Managing a limited partnership: now it’s up to the partners
How to open a limited partnership
The opening of a limited partnership is taken care of by the Civil Code in book V of the work with articles from 2313 to 2324. As mentioned above, it is a form of partnership where there must always be at least two partners, one limited partner who replies with his own assets and one limited partner who answers only with his own shares. Members can be legal or natural persons and there is no maximum number of participants.
One of the advantages of a SAS is that the requirements for creating this type of company are less stringent and less laborious than capital companies. In addition to not requiring a minimum capital for the opening or participation of members, there are also no stringent requirements regarding the denomination. The important thing is that the company name (the name of the company) contains the name of at least one of the general partners and that it clearly indicates that it is a SAS. The shareholder whose name appears in the company name answers unlimitedly together with the other general partners to the social obligations.
The company name of SAS (the name of the company) must contain the name of at least one of the general partners, never that of the limited partners. This is because limited company administration is not reserved.
Open a limited partnership: all the steps
Once you have established who the limited partners and limited partners are and have found a name, you can finally proceed to the opening of your limited partnership. In order to do this, a memorandum of association is necessary to regulate relations between shareholders. In order for this deed to be valid, a public deed or a private deed authenticated by a notary public and the filing of the deed of incorporation with the Company Register within 30 days is required.
The articles of association
The Civil Code establishes what the rights, duties and responsibilities of members are in a limited partnership. Being able to decline differently according to the purpose of the company, it is always necessary to draw up a memorandum that regulates the relations between the members. The following specifications should never be missing in an act:
- who are the general partners and the limited partners ;
- what are the benefits offered by the different partners;
- the company name ;
- who are the representative and administration members ;
- how the profits are divided ;
- the corporate purpose of the company;
- where the company headquarters (or offices) are.
Once the articles of association have been drawn up, it must be validated through a public act or a private deed authenticated by a notary. To be valid, the deed must be signed and authenticated by all shareholders and registered within 30 days on the Companies Register .
Don’t be afraid to ask for legal advice in case of doubts when drafting the articles of association. If you are not sure that you have developed all the points or if you fear that they are not specific enough, it is better to seek the advice of an expert rather than having legal problems at a later time.
Registration in the Register of Companies
In order for your company to be considered fully started up, you must register it with the Company Register . Today, thanks to technology, you can do it electronically through ComUnica (Single Business Communication), a service that allows you not only to register in the Business Register but also to take advantage of other services and send communications also addressed to other bureaucratic entities. To use ComUnica you must first register with Telemaco – Consultation and Sending Practices , a platform made available by the Companies Register which allows you to access Fedra and ComunicaStarweb as well, two other useful services for the management of your business.
The costs of a limited partnership
The costs of opening a limited partnership depend on the notary, the stamps, the accountant and some ancillary expenses. In general, the notary usually costs around € 1,500 plus VAT, plus 20% withholding tax (inclusive of stamps and registration fees). Consulting with an accountant could cost you around € 350 plus VAT. To this, you must also add the registration to the INPS for each member who has a cost of € 3,000 per year (you can decide to pay this sum in 4 annual installments).
Also keep in mind that if you intend to have an accountant keep your accounts and have your tax return done, the cost could be around € 1,600 per year.
Managing a limited partnership: now it’s up to the partners
Once all the paperwork has been carried out and after registering the limited partnership with the Company Register, you are finally ready to officially start your business. Depending on what type of partner you have decided to be in the company, you will have different responsibilities. The general partner, the one who answers unlimitedly for the company’s social obligations, not only has more financial responsibilities on his shoulders but also has the power of management and administration of the company. On the other hand, the limited partner has the role of financier only and is liable for the debts only on the basis of his share. In addition, he is prohibited from any administration or management function (prohibition of interference) under penalty of paying penalties.
Article 2320 of the Civil Code in paragraphs 1 and 2 clearly clarifies the differences between general partner and limited partner: ‘ Limited partners cannot perform administrative deeds, nor negotiate or conclude business in the name of the company, except by power of attorney special for individual business. The limited partner who contravenes this prohibition assumes unlimited and joint and several liability towards third parties for all social obligations and can be excluded pursuant to article 2286 ‘.
An important clarification is that SAS can continue to exist if all limited partners were to die (after the six months allowed by law to rebuild the plurality of shareholders, it is possible to transform SAS into SNC). Instead, SAS cannot continue to exist if the limited partners are no longer present because a fundamental management body of the company would be lost.