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Questions and Answers
What is the main requirement when shares are issued to the bearer?
What is the main requirement when shares are issued to the bearer?
Which method of transferring shares requires both a change on the certificate and the shareholders' ledger?
Which method of transferring shares requires both a change on the certificate and the shareholders' ledger?
Under which circumstances can shares paid for with non-monetary contributions not be transferred?
Under which circumstances can shares paid for with non-monetary contributions not be transferred?
What restriction can be placed on registered shares according to the articles of association?
What restriction can be placed on registered shares according to the articles of association?
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What does the girata method allow for a shareholder before their name is recorded in the shareholders' ledger?
What does the girata method allow for a shareholder before their name is recorded in the shareholders' ledger?
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What happens if a transfer of shares is refused under an acceptance clause?
What happens if a transfer of shares is refused under an acceptance clause?
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Which of the following does NOT represent a restriction on share transfers?
Which of the following does NOT represent a restriction on share transfers?
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What is required for a shareholder to exercise their rights under the girata method?
What is required for a shareholder to exercise their rights under the girata method?
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Who appoints the first directors of a company?
Who appoints the first directors of a company?
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What mechanism is used for appointing directors in listed companies?
What mechanism is used for appointing directors in listed companies?
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What happens when a director is declared bankrupt?
What happens when a director is declared bankrupt?
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How long is the duration of a director's office typically?
How long is the duration of a director's office typically?
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Under what condition may a director's resignation take effect immediately?
Under what condition may a director's resignation take effect immediately?
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What can cause a director to fall from office after appointment?
What can cause a director to fall from office after appointment?
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What is the role of the bylaws concerning the number of directors?
What is the role of the bylaws concerning the number of directors?
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What powers do external auditors possess according to the law?
What powers do external auditors possess according to the law?
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In what scenario does the law allow external control by judicial authority?
In what scenario does the law allow external control by judicial authority?
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What is a potential consequence of a shareholders' meeting resolution to remove a director without just cause?
What is a potential consequence of a shareholders' meeting resolution to remove a director without just cause?
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Which of the following is a cause of ineligibility for directors?
Which of the following is a cause of ineligibility for directors?
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Who can report irregularities to the judicial authority?
Who can report irregularities to the judicial authority?
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What liabilities do auditors face for failing to perform their duties?
What liabilities do auditors face for failing to perform their duties?
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What happens if a director resigns before the natural term and a replacement has not been appointed?
What happens if a director resigns before the natural term and a replacement has not been appointed?
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What is the purpose of the first stage of legal proceedings in cases of suspected violations?
What is the purpose of the first stage of legal proceedings in cases of suspected violations?
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What is meant by 'professional diligence' in the context of auditors' duties?
What is meant by 'professional diligence' in the context of auditors' duties?
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Which of the following is NOT a right granted to external auditors?
Which of the following is NOT a right granted to external auditors?
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What aspect of the company does the board of statutory auditors supervise?
What aspect of the company does the board of statutory auditors supervise?
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Which power allows statutory auditors to engage directly with directors?
Which power allows statutory auditors to engage directly with directors?
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Who can contest a voidable resolution in an open company?
Who can contest a voidable resolution in an open company?
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What must statutory auditors do if they detect serious facts during their activities?
What must statutory auditors do if they detect serious facts during their activities?
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Which of the following scenarios would NOT result in a resolution being voidable?
Which of the following scenarios would NOT result in a resolution being voidable?
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In what scenario do statutory auditors assume active administration functions?
In what scenario do statutory auditors assume active administration functions?
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What is the time limit for contesting a resolution?
What is the time limit for contesting a resolution?
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What type of control do statutory auditors perform regarding compliance?
What type of control do statutory auditors perform regarding compliance?
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What is a possible effect of the annulment of a resolution?
What is a possible effect of the annulment of a resolution?
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What is one of the duties of statutory auditors regarding the shareholders' meeting?
What is one of the duties of statutory auditors regarding the shareholders' meeting?
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Which of the following statements about statutory auditors is true?
Which of the following statements about statutory auditors is true?
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Under what condition can a resolution be annulled if it is considered voidable?
Under what condition can a resolution be annulled if it is considered voidable?
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Which of the following is NOT a reason for the nullity of a resolution according to Art. 2379, par. 1?
Which of the following is NOT a reason for the nullity of a resolution according to Art. 2379, par. 1?
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What is a statutory auditor’s role in the event of a failure to reduce share capital?
What is a statutory auditor’s role in the event of a failure to reduce share capital?
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What kind of control do statutory auditors practice, especially if required by circumstances?
What kind of control do statutory auditors practice, especially if required by circumstances?
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Which bodies have the authority to contest a voidable resolution?
Which bodies have the authority to contest a voidable resolution?
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What percentage of share capital allows dissenting shareholders in a closed company to contest a voidable resolution?
What percentage of share capital allows dissenting shareholders in a closed company to contest a voidable resolution?
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What is an example of a specific initiative power held by statutory auditors?
What is an example of a specific initiative power held by statutory auditors?
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What happens if a resolution is contested successfully?
What happens if a resolution is contested successfully?
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Study Notes
Limited Liability Companies
- Companies limited by shares (SPAs) have liability limited to company assets (Article 2315, paragraph 1, Civil Code).
- Ownership is represented by shares (Article 2346, paragraph 1, Civil Code).
- Key features include legal personality, autonomy, separate assets, limited liability for shareholders, and well-defined corporate organization.
- Types include close companies limited by shares, risk capital market companies (open companies), and listed companies (companies whose shares trade on regulated markets).
- Art. 2-bis of the Italian Consob Regulation defines issuers of widely-distributed financial instruments, specifying conditions for regulated market issuers.
Company Incorporation
- Incorporation has two steps: drafting the incorporation instrument and registering it with the business register.
- Abolishment of approval by judicial authority in 2000 for quicker procedure.
- Simultaneous or public subscription methods are used to incorporate the company:
- Simultaneous incorporation involves shareholders directly contributing to the company.
- Incorporation with public subscription entails a process to raise capital from the public.
- The instrument of incorporation must be a public deed (must adhere to legal form).
- Article 10 (Directive EU 2017/1132) mandates due legal form for instruments of constitution and company statutes.
- Certain mandatory information (company type and name, objectives, subscribed capital amount, authorized capital amount, duration) must be in the instrument of incorporation.
Compulsory Information
- Required information in the incorporation documents or statutes to be published: name and registered office; nominal value and count of shares; conditions limiting share transfer; amount of the subscribed capital; identity of those signing the documents.
- The articles of incorporation must be drawn up by public deed, stating shareholders' surnames, first names, and the like, company name and location, the company’s purpose, the amount of paid-up capital, the number of shares, the company shares characteristics, the method of distribution, the rights of founders or promoters, and the duration of the company.
Incorporation (continued)
- Art. 2328 paragraph 2 (Civil Code) stipulates information that must be included in instruments of incorporation drawn up by public deed:
- The instruments must state details about shareholders' names, addresses, and ownership percentages.
- Company name information, including abbreviation as "SPA," should be unique.
- The company’s purpose, the amount of subscribed capital and paid-up capital must be included.
Incorporation (continued)
- For companies to be incorporated or gain permission to conduct business, a minimum capital requirement (at least 25,000 Euros) is enforced by EU law (Directive 2017/1132).
- Minimum capital is subject to periodic review by the EU.
- The effects of the stipulation of the articles of incorporation are legally binding on the parties involved.
- Legal checks by notaries and business registries ensure compliance with legal requirements before formalization.
Nullity of Companies
- A contract is void when it is contrary to mandatory rules or has unlawful motives (Civil Code, Article 1418).
- Companies can be invalidated under specific conditions outlined in EU law (2017/1132).
- Nullity of a company is decreed by a court, and only in specific cases. These cases involve problems in the constitution, illegalities in the company's object, or in the lack of certain information in the contract.
- The timing of the action on the nullity may depend on the type of infringement identified. There are different time limits for challenging a resolution depending on the type of issue, for example, the legality of the company's object, or the failure to comply with mandatory rules.
Share Structure
- Shares represent ownership units in a company, and all shares within the same category represent equal ownership percentages.
- A company's shares may carry special rights, such as those granting more than one vote per share. This possibility is generally limited to listed companies.
- Shares may have different nominal or no nominal value, and a company may issue different categories.
Directors' Duties
- Directors have specific duties and responsibilities regarding the company's operations and management.
- Directors must meet certain legal and regulatory requirements regarding professional independence from the company.
- The board of directors is responsible for the management.
- An external audit must be provided for public liability companies.
Shareholders' Meetings
- In general, ordinary shareholders' meetings should be annual.
- Shareholders' meetings have rules for quorum and majority voting for certain types of decisions.
- Special or extraordinary meetings address specific situations.
- Shareholders have a right to be involved in decision-making for important issues, such as changes to the company's purpose, internal policies, or actions that could affect the company, given their rights are stipulated in the bylaws.
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Description
Test your knowledge on corporate law regarding share transfers, shareholders' rights, and the appointment of directors. This quiz covers key concepts like bearer shares, restrictions on share transfers, and the implications of directors' resignations. Perfect for law students and professionals looking to reinforce their understanding of these topics.
