If you want to open a company and have at least two people, but do not have initial funds, it is useful to opt for a company in the collective name ( SNC ). When choosing this form, it is not uncommon for family relationships to exist between the members and this is due precisely to the type of liability that an SNC provides. For more information on the peculiarities of an SNC, read the article on setting up an SNC in our Startup Guide; in the next paragraphs you will find out more about liability in an SNC.
- Responsibility in an SNC: the legal bases
Responsibility in an SNC: the legal bases
The indications on liability in an SNC, are immediately found in article 2291 of the Civil Code , where it is specified that in an SNC the liability is of joint and unlimited nature as regards social obligations. This means that in the event of bankruptcy or debts, all members are liable with their personal assets , even if the debt has not been contracted by all but only by one of the members. This character derives from the fact that an SNC has no legal personality.
However, a possible stipulation of a contrary agreement is envisaged , which however has value between the shareholders themselves and not towards third parties. This means that if a creditor requests the balance of the debt from all the shareholders, the shareholder can then request the compensation of his share from the other shareholders, since this is foreseen by the stipulated agreement. It is therefore in no way possible to exclude the liability of a shareholder towards third parties, unlike what happens in a simple company.
Types of responsibilities in an CNS
As written above, in an SNC the liability is joint and unlimited, therefore if a company goes bankrupt the individual shareholders also go bankrupt. However, subsidiary liability is added to this, which provides for the balance of the credit through the assets of the individual shareholders, only if the funds of the company’s assets are not sufficient to cover the debt.
If a partner were to leave the SNC, he will be liable for social obligations until the day on which the dissolution of the company occurs.