The legislative steps implementing the regulations of the XII EEC Directive relating to Company Law into the Italian system of law have been completed since mid-April 1993, thus providing for the "Single Person Companies", a reform which had been presumed both more rapid and further reaching than that which has now been adopted.
The form which has been established to provide the unheard possibility of creating a separate legal entity, directed towards the management of a business, without having the individual owner of the same being liable for the debts of such entity, having so to answer in the case of the insolvency of the latter, is that of the "limited liability company with a single quota-holder", which, apart from creating a contradiction in terms, presents in the above regulations a series of traits which betray the very limited scope of this kind of entity and make it easy to predict that it will meet with reduced success.
The advantages of this new type of company are restricted to individual persons, and just in one case at a time (i.e., it is not permitted for each person to create or participate in more that one unipersonal company taking advantage at the same time of the above mentioned limitation of liability). The limitation of liability is furthermore subject on the one hand to the adoption of the forms of publicity described in the new Art. 2475 bis of the Italian Civil Code and regarding the identity of the owner, and on the other hand to the full payment of the subscribed capital, and of its increases, to the company. The "Company with a single quota-holder" should also indicate its specific situation when dealing with third parties (correspondence, etc.,) and if it does not then its directors will be personally subject to administrative sanctions.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
