Enterprise and Corporate Law
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Family Business
When an entrepreneur, in the operation of his or her business, receives support from family members-from spouses to relatives within the third degree, to relatives within the second degree-he or she may turn to a Notary to draw up a deed that offers two main advantages:
- Tax benefits by being able to split income with family members based on two criteria: the quality and quantity of work performed.
- Guarantees for loved ones, including personal pension coverage.
At a time when saving and optimizing resources are key, setting up a family business is a real opportunity.
Our firm frequently deals with the establishment of these types of enterprises.
A notarized deed is required to start a family business. Alternatively, a notarized private deed may be used, which must contain:
- The activity carried out by the owner.
- The data of family workers.
- The degree of kinship.
Within 30 days of the signing of the deed, registration in the Commercial Register at the Chamber of Commerce in the province where the family business has its registered office is mandatory.
We offer personalized advice to ensure that the entrepreneur's interests are best protected.
We analyze your case in detail to assess whether the transition to a family business is the right choice for your project, which you wish to turn into reality or which you have been carrying on with passion for years.
In a context where optimizing resources can make a difference, this solution represents an opportunity to be seized.
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Partnerships
Today there are many ways to do business.
Incentives for young people and new business ventures are often talked about, frequently blaming notaries without real insight.Our firm is composed of young professionals who have always been at the forefront of supporting new entrepreneurs, offering free of charge the best advice in identifying the ideal legal form for their projects.
Underlying an informed choice is always a clear picture of the advantages and disadvantages. Here are some key aspects that we highlight when a young aspiring entrepreneur approaches our firm:
- Partnerships: allow significant savings in management, but expose partners' personal assets to high entrepreneurial risks.
- Limited partnership (S.a.s.): among partnerships, it is the only one that allows this risk to be reduced, in part.
- Roles of partners: in the S.a.s. there is a general partner, who manages the enterprise and is liable with his own assets, and a limited partner, who only risks the invested capital but has a secondary role in management.
- Risk of unlimited liability: if covenants are not properly regulated, there is a risk that the limitation of liability will also lapse for the limited partner, with major consequences in the event of a business crisis.
In addition, partnerships provide specific regulations in the event that one of the partners passes away. For this reason, we always recommend regulating such an eventuality in the partnership agreements, through special clauses, to avoid future disputes.
Being fully aware of social covenants is crucial, as they are the backbone of the enterprise. A solid foundation allows the business to move forward with greater peace of mind and better prospects for success.
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Corporations
A practical alternative for turning an idea into a business is a corporation.
This choice offers many advantages, including:- Limiting entrepreneurial risk by protecting members' personal assets.
- Opportunity to do business on one's own with a single-member company, avoiding the typical risks of sole proprietorship.
However, running a corporation involves higher costs, particularly for accounting, which is ordinary rather than simplified as in partnerships.
Types of corporations
These management burdens remain both in the case of a reduced-capital S.r.l.-whichlimits investment but admits only individuals among the partners-as well as in the case of a simplified S.r.l., reserved for those under 35.
The choice of corporate form requires a strategic assessment. When a client approaches our firm, we operate on two fronts:
- Customized analysis: we structure counseling according to the type of business and financial balance of the aspiring entrepreneur, assessing the need for credit.
- Support for startups: we work with the startup world, with a focus on the establishment and drafting of articles of incorporation for innovative startups.
We are proud to have been contributing, for years, to the growth of young, resilient entrepreneurship that combines dreams and strategic planning.
Joint-stock company (S.p.A.): a less common, but strategic choice
More rare, but still present especially in the Milanese reality, is the joint-stock company (S.p.A.).This structure is more rigid, subject to stringent controls, but is sometimes necessary depending on the type of activity to be carried out.
Evolution of society: the transformation
Once you choose a corporate form, you are not bound to keep it unchanged over time. There are tools such as corporate transformation, which allows you to:
- Simplify the organizational model, achieving significant management savings.
- Move to a more complex structure, adopting a capitalist model to limit the personal liability of members.
With this tool, the company can continue without interruption in its existing contracts, business relationships and licenses, without the need for complex volutions.
Operations such as demergers and mergers are not reserved only for large enterprises. On the contrary, they are often the quickest and most effective way to rationalize business and reduce operating costs.
Our firm has solid experience in business law and offers a comprehensive service, working in synergy with the client's trusted accountant to ensure the best outcome based on specific needs.
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Business Transfers
A business is the set of assets organized for the operation of a business.
To better understand the concept, a simple comparison can be made with a coffee shop: the business consists of the counter, coffee machine, tables, stock, and all that is needed to conduct business, operating in accordance with a license issued by the competent authority, within premises that may be owned or rented.The business is organized by the entrepreneur, who may be:
- An individual or a corporation.
- Holder of his own VAT number.
- Creator of a network of contacts, which over time leads to the formation ofgoodwill, i.e., the intangible value of the enterprise.
The entrepreneur, whether a sole proprietor or a company, may decide to sell his or her business to another entrepreneur-already active or newcomer-or to a company that will continue the business. The intervention of a Notary is required to complete this transaction.
Turning to a Notary Firm for a business transfer is not an unnecessary bureaucratic complication, but rather an essential step in ensuring security and transparency. Here's why:
- Ensures the legal certainty of the transaction by handling the registration with the Commercial Registry and taking care of every aspect of legal publicity.
- Provides essential information on the quantification of taxes for the buyer and possible methods of payment, which can be in several solutions with the possible arrangement of guarantees to protect the seller.
A crucial aspect to consider concerns the division of responsibility for any pending liabilities-even tax-related ones-relating to the period prior to the sale.
Our firm is highly specialized in drafting the most suitable contract for the needs of both parties, offering advice on:
- Cost quantification and evaluation of the cost-effectiveness of the operation.
- Definition of adequate safeguards to protect seller and buyer.
- Comprehensive assistance to ensure a safe and sound transition of entrepreneurial activity.
If you are considering divesting your business, rely on qualified professionals for a risk-free and perfectly structured transaction.
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Network Contracts
To deal competitively with the international market-a choice now necessary in many sectors-more and more entrepreneurs are deciding to join forces through network contracts.
These tools provide an opportunity to create effective synergies, reduce costs and offer more comprehensive products and services.The central element of the network contract is the common network program, under which the member enterprises undertake to:
- Collaborate in predetermined forms and areas related to the activities of their enterprises.
- Exchange information or services of an industrial, commercial, technical or technological nature.
- To jointly engage in one or more activities within the scope of one's enterprise.
The legal forms of the network contract
Business network legislation has recently been updated, offering entrepreneurs two possible solutions:
- Network-contract: a purely contractual model that regulates cooperation between enterprises without creating a new legal entity.
- Network-subject: a model involving the establishment of a new legal entity independent of the member companies. This configuration is achieved through registration in the ordinary section of the Register of Companies of the district in which the network is based.
Our firm 's professionals assist you at every stage of setting up a business network, including working closely with your trusted tax advisors.
The goal is to identify the most suitable solution for your business needs, ensuring a flexible and effective structure to increase competitiveness in domestic and international markets.