The spa company is the last of the legal forms we’re going to examine. We have made a long journey that has seen us analyze different types of companies , from the simplest ones like the sole proprietorship and the limited partnership, up to the more complex ones like the snc and the srl. We therefore close the circle with the joint-stock company, a certainly more complicated form from the managerial point of view, but that is well suited to certain types of business.
Spa company: capital, shares, assets and perfect balance sheet autonomy
Very often the term spa is associated with multinationals and economic empires, such as Google, Apple or Adidas. In reality, that of the joint-stock company is nothing but a way to classify and manage an economic activity, exactly like the srl or the snc. Of course, there are differences at the legislative level, but these are designed precisely to favor what is the main purpose, namely the life of the company and of course its earnings.
So if you have an activity, maybe organized in a sole proprietorship or in a snc, read on, finally it will be clear to you what the differences are and if you are making the right choice with this legal form.
Paradoxically, the joint-stock company was born before other juridical forms considered simpler like the srl. We can in fact find a prototype of this organization already in the Middle Ages, when the Genoese merchants shared the burden of a trip at sea in quotas, investing in them and in the success of the journey.
What has always driven investors has been the ability to make money without putting personal assets at risk. For this reason, in the seventeenth century, the sovereigns asked private individuals to invest in explorations and colonial settlements, ensuring their protection from an asset perspective.
But it is from the nineteenth century that the first anonymous companies were found (so called because the quotas were not nominal) provided for by the Napoleonic code.
In Italy, the spa company was introduced by the 1865 Commercial Code, while the standards we still refer to today are articles 2325 and following of the Civil Code.
What distinguishes the spa company from the other models we have already examined? The main features of the joint stock company are:
- Risk limitation;
- Quotas, defined actions, which define the share owned by the shareholder;
- The minimum spa capital , not less than € 50,000;
- The division of powers.
How it is born
Unlike the sole proprietorship, a simple registration in the business register is not enough to set up a spa company. This is because the interests at stake are greater, and it is right that they are best protected by advertising the actions. Not by chance, to indicate the transformation into a spa, in English the expression “to go public” is used, that is to go into public or make oneself public.
The first thing necessary for the establishment of a spa is therefore an associative contract between two or more persons or a lateral act, in the event that only one member is present. Furthermore, it will be necessary to draft the memorandum and articles of association, through public documents. These must contain, just like those of the srl and snc, some basic information, such as:
- Corporate purpose
- Location and any secondary offices
- Personal details of the members
- The amount of capital
- The rules according to which profits will be divided
- Number and value of the shares issued
Furthermore, the name of the company may also be a fictitious name, but must contain the word SpA.
The deed of incorporation must be filed with the registry of companies within 20 days by the notary.
Perfect balance sheet autonomy
But let’s get to the perhaps most interesting point of the spa company, the one that today leads many professionals to opt for this legal form rather than the others.
Joint stock companies enjoy the so-called perfect financial autonomy. This means that the spa is a legal entity in its own right, distinct and separate from the individual members, who cannot be held responsible for their performance with their resources.
This means that the creditors of the company cannot in any case refer to the assets of the individual members, not even in the case of an unsuccessful attempt to execute, as happens with the srl.
The main feature of the spa companies are the shares, defined as shares. In essence, they are the “parts” of ownership that belong to each shareholder. So even one action is enough to be one of the owners of the company.
The action generally consists of a stock, or documents containing the indication of the share, but the recent reforms have also introduced new possibilities for issuance.
The content of the action is governed by Article 2354 of the Civil Code, which establishes that the action must contain:
- Company name and registered office
- Registration details of the deed of incorporation
- Value of the share and amount of the share capital
- Rights and obligations arising
A public limited company must obviously be administered by a specific body. It is possible for the spas to have three different administration and control models.
- Monistic (similar to the traditional but with the absence of the board of auditors and its replacement with the control committee)
- Dualistic (management board and supervisory board)
The directors may not even be shareholders, since their task is limited to the management of the company.
When is convenient
From what has been said, it emerges that the spa company is a fairly complex legal form, characterized by the presence of different roles and different control bodies, which are lacking in simpler forms such as the snc or the srl.
This means that the spa is particularly suitable when the capital involved is significant; moreover, for its very opening a minimum capital of € 50,000 is required.
The spa is therefore the ideal form when there is a long-term business project, which involves a plurality of people and where there is a need to raise capital.
The complexity of the form is due to the need to set up a control system capable of protecting the interests of the individual shareholders and of the company itself.
With regards to raising capital, the spa is the only legal form with which it is possible to obtain capital not only through banks, but also through the sale of shares.
Finally, we point out that there is also a juridical form defined Sapa, that is, a limited partnership by shares, which is a sort of fusion between the spa and the sas.
Sapa is essentially similar to a spa for its management; the only difference is that the members can answer unlimitedly with their assets.
It would therefore seem that this form is not convenient from any point of view, and is in fact little used. But it could be useful when it is necessary to get a loan from the banks: in this case the latter could count on the guarantee of personal assets.