Riassunti VERIFICATO
Diritto commerciale
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- Introduction to Commercial Law: Focuses on Italy's market economy, freedom of enterprise, and the necessity of specific economic legislation. Commercial law is characterized as special, internationally uniform, and continuously evolving. It traces its historical roots from medieval corporations to its modern comprehensive system.
- The Entrepreneur:
- **Legal Framework:** Distinguishes entrepreneurs by activity (agricultural vs. commercial), size (small vs. medium-large), and legal nature (individual, corporate, public).
- **Definition (Art. 2082 cc):** An entrepreneur conducts an organized economic activity professionally for production or exchange. This includes productive activity (even illicit), organized use of capital and labor, economic management (balancing costs/revenues), and regular, non-occasional operation.
- **Intellectual Professionals:** Not typically considered entrepreneurs unless their activity is organized as a business, in which case they may be subject to aspects of business law without full entrepreneurial status.
- **Categories:** Covers agricultural entrepreneurs (exempt from full commercial discipline), commercial entrepreneurs (subject to full commercial law, including bankruptcy), small entrepreneurs (with specific size criteria for exemptions), artisan enterprises, and family enterprises (with special protective measures for collaborating family members).
- **Acquisition and Termination:** Entrepreneurial status is acquired with the effective start of the activity, not just registration. Rules for indirect exercise (e.g., hidden entrepreneur) and the duration of entrepreneurial status, especially concerning bankruptcy.
- **Capacity:** Requires full legal capacity to act (18 years old); special provisions for incapacitated individuals continuing existing businesses.
- Commercial Entrepreneur's Statute:
- **Legal Publicity:** The Business Register is central, with ordinary (full legal publicity) and special sections (now also with legal publicity for agricultural/small entrepreneurs). It ensures transparency and enforceability of business information.
- **Accounting Records:** Mandates specific accounting books (journal, inventory) and commercial correspondence for commercial entrepreneurs (excluding small ones), with rules for proper keeping and evidential value.
- **Commercial Representation:** Defines the roles and powers of various commercial auxiliaries: managers (istitori) with broad powers, agents (procuratori) with sector-specific powers, and clerks (commessi) with limited transactional powers.
- The Business (Azienda):**
- **Definition:** An organized complex of goods used by an entrepreneur. Emphasizes functional unity and goodwill (objective and subjective).
- **Circulation:** Discusses the transfer of a business (sale, contribution, usufruct, lease). Specific legal forms are required for validity and enforceability.
- **Non-Competition:** The seller of a business must abstain from competing for a limited period (max 5 years).
- **Succession in Contracts:** The buyer takes over non-personal business contracts, with provisions for third-party withdrawal for just cause.
- **Credits and Debts:** The buyer of a commercial business is jointly liable for recorded debts, with special rules for usufruct/lease.
- Companies (Società):
- **System:** Categorizes companies into partnerships (simple, general, limited partnership) and capital companies (joint-stock, limited partnership by shares, limited liability, cooperatives, mutual insurance), along with European forms.
- **Company Contract (Art. 2247):** Defines a company by contributions, common economic activity, and the aim of dividing profits (for lucrative companies) or mutualistic/economic benefits (for others).
- **Company Assets and Capital:** Distinguishes between fluctuating assets and nominal, fixed capital, which serves binding and organizational functions.
- **Types and Classifications:** Elaborates on distinctions based on purpose (lucrative/non-lucrative), activity (commercial/non-commercial), legal personality (with/without), and liability regime (unlimited, mixed, limited).
- **Partnerships (Società di Persone):** Details simple companies (non-commercial), general partnerships (all partners unlimited liability), limited partnerships (general partners unlimited, limited partners limited). Discusses de facto, hidden, and apparent companies. Covers partner contributions, profit/loss sharing, partner liability, administration, and causes for individual partner and company dissolution.
- **Joint-Stock Company (Società per Azioni - SpA):** Key features are limited liability and shares as capital representation. Outlines formation procedures, articles of association content, and conditions. Discusses share types (ordinary, privileged, savings, financial instruments), their circulation, restrictions, and rules for own shares and reciprocal shareholdings. Addresses relevant shareholdings, public offers (OPA), and company groups. Explains the assembly's functions (ordinary, extraordinary), quorum rules, voting rights, and invalid decisions. Describes administration and control systems (traditional, monistic, dualistic), administrators' duties and liabilities, the board of statutory auditors, and legal audit. Covers balance sheet rules (international/civil code principles), capital increases, and reductions.
- **Bonds (Obbligazioni):** Defines bonds as debt instruments, distinguishing them from shares. Explains various types (participating, indexed, convertible, with warrants, subordinated) and rules for their emission and the organization of bondholders.
- **Company Dissolution:** Lists causes for dissolution (e.g., term expiration, object completion, capital reduction) and the liquidation process involving liquidators, asset realization, and debt settlement.
- **Transformation, Merger, and Demerger:** Explains homogeneous transformation (change of company type, maintaining legal identity) and heterogeneous transformation (company to non-corporate entity). Details merger procedures (project, approval, deed) and creditor protections. Describes demerger (asset split) procedures, including partial and total demergers, and liabilities of beneficiary companies.