Business consulting
Corporate law & contract advisory
Clear agreements make cooperation between shareholders easier. We assist with articles of association, resolutions and contracts and coordinate the necessary steps with notaries and lawyers.
Service area Business consulting
What matters to you
Forming a company is not the end of the corporate work. Shareholders join or leave, capital is increased, directors change and annual financial statements must be approved on time. Each of these steps requires the right resolutions, formalities and registrations.
We support S.r.l., S.p.A. and partnerships with ongoing corporate matters. We coordinate notarial steps and specific legal questions with the notaries and lawyers involved.
Request a consultation
Articles of association and shareholder agreements
The articles of association (statuto) and the deed of incorporation (atto costitutivo) govern the fundamentals of a company. With the S.r.l. in particular, the law allows considerable flexibility, for example regarding special rights of individual shareholders, the organisation of management or the transferability of shares. You should make deliberate use of this flexibility.
In addition to the articles of association, shareholder agreements (patti parasociali) are often concluded, which are binding only between the parties. They can set out voting agreements, tag-along rights, drag-along obligations or rules for cases of dispute and deadlock.
- Pre-emption rights (prelazione) and consent requirements
- Rules on death, withdrawal (recesso) and exclusion of shareholders
- Buy-out clauses and valuation rules
- Composition of management and the board of directors (consiglio di amministrazione)
Shareholder resolutions and ongoing obligations
Recurring tasks include approval of the annual financial statements by the shareholders’ meeting, which must generally take place within 120 days of the end of the financial year. The articles of association may allow a longer period of up to 180 days where there are special reasons. The financial statements must then be filed with the Companies Register (Registro delle imprese).
We prepare notices of meeting, agendas and minutes, check the required majorities and take care of keeping the company books and filings with the Companies Register, for example for changes in management or the registered office.
Share transfers and capital measures
Shares in an S.r.l. can be transferred not only before a notary but also through a chartered accountant registered with the professional register (Dottore Commercialista) by digital filing with the Companies Register. Before any transfer, we check whether clauses in the articles such as pre-emption rights or consent requirements must be observed.
Capital increases, capital reductions and amendments to the articles of association, on the other hand, require a resolution recorded by a notary. We prepare these transactions from an economic and substantive perspective and coordinate them with the notary.
Ongoing contract advice
We advise on the economic and tax consequences of business contracts, for example business leases, company acquisitions, shareholder loans or managing director agreements. Where needed, we coordinate legal drafting and specific contractual questions with your lawyer or notary.
Step by step
How we work together
Clarifying your needs
You describe the project or question to us, and we clarify which parties, deadlines and formal requirements are involved.
Review existing rules
We review the articles of association, existing agreements and the Companies Register extract and show where changes are necessary or advisable.
Preparing drafts
We draft resolutions, clauses or contracts and discuss them with you and, where appropriate, with the notary and lawyer.
Implement and register
We attend the meeting or signing and take care of the filings and registrations with the Companies Register.
Frequently asked questions
Answers on shareholder agreements and ongoing obligations.
Do I need a shareholders’ agreement in addition to the articles of association?
Not in every case, but it is often advisable, especially where there are several shareholders with different roles or investors. It governs matters that should not appear publicly in the companies register or that concern only certain shareholders.
Can a shareholder simply leave an S.r.l.?
The law grants a right of withdrawal (recesso) only in certain cases, for example in the event of material amendments to the articles of association. The articles may provide for further grounds. How the exit payment is calculated should also be clearly set out in the articles.
What happens if the annual financial statements are not approved on time?
Late approval and filing can lead to administrative penalties and raise questions among banks and business partners. We therefore plan the dates together with the preparation of the financial statements.
Do you replace the notary or lawyer?
No. Where the law requires a notarial deed or representation in court is needed, we work with notaries and lawyers. Our role is to prepare and coordinate the transactions from an economic, tax and corporate law perspective.
How can we help you?
In the initial meeting, we clarify your request and discuss what support you need.