Unit 4 Flashcards
What are the differences between the incorporation of an SRL and SA?
SRL
mimum capital €3’000
disbursement in the constitution: 100%
non-monetary contributions: NO REPORT REQUIRED
SA
mimum capital €60’000
disbursement in the constitution: 25%
non-monetary contributions: INDEPENDENT EXPERT REPORT on valuation of assets
What is the Deed of Incorporation?
The documentary support of the company contract and it contains the essential data of the founding agreement, as well as the basic rules od organization and functioning of sociaty, which is calles “ARTICLES OF ASSOCIATION” (company By-Laws)
What is the necessary information for the act of incorporation?
Company Contract (NOTARIZED):
identification of the founding memebers, determination of the disbursement regime and contributions made, identification of directors
+
Articles of Association (company by-laws)
drafted by the founding members
=
Minimum requirements for the deed of constitution
What is the mimum content required in the by-laws?
-company denomination
-social object
-registered office
-capital and its conformation with shared/stakes
-administration regime (legal representation)
Describe the different features of Shares/stakes
A) As a part of the capital
(aliquot, indivisible and cumulative parts of capital)
B) As an expression of the condition of member
Basic Obligations
-Disbursement of remaining call-up capital
-exercution of ancilliary benefits
Basic Rights
-right to divident
-right to liquidation
-right to information
C)Documentation of Shares/Stakes
shares: titles or annotations in account
stakes: public deed and register book of member
D) Transmission of shares/stakes
SA –> transfer of shares is free
(Restriction: preferential right to members, consent of the company, temporary prohibition)
SRL –> transfer is restricted with a coluntary transfer regime between members, relatives of the members
Explain why there is a mandatory effective correspondence between Capital and Equity imposed by the law
since:
Capital –> indication of solvency levels
Equity –> real financial capacity
if equity is too lower than capital then capital is no longer indicative of solvency
Define Nominal Value of Shares/Stakes
the value that the founding members freely attribute to the shares/stakes in the deed of incorporation or, where appropriate, analogously in the capital increase deed
Define Book Value of Shares/Stakes
the amount of the equity of a company that corresponds to each of the shares/stakes, based on the data that emerges from the company’s accounting
Define Fair (Market) Value of Shares/Stakes
the estimated value for which two independent and duly informedparties would exchange the shares/stakes
