SPA (Società per Azioni)

SPA Società per Azioni Corporation Italian Corporate Law Business Entities Public Limited Company Legal Forms
Società per Azioni (SPA) is the Italian term for a corporation. It is a common legal form for medium and large enterprises in Italy, similar to a public limited company in other jurisdictions.
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Definition

Società per Azioni (SPA) is the Italian equivalent of a corporation or public limited company. It is a type of joint-stock company where shareholder liability is limited to the amount of their investment in the corporation. The SPA structure is ideal for medium to large enterprises aiming to raise capital through the public market.

Examples

  • Enel S.p.A.: A multinational manufacturer and distributor of electricity and gas.
  • Fiat Chrysler Automobiles N.V. (now Stellantis N.V.): An automotive manufacturer with its roots in Italy.

Frequently Asked Questions

What is the minimum capital required to start an SPA in Italy?

The minimum capital required to establish an SPA is €50,000. This capital can be raised through the issuance of shares.

How is an SPA different from an SRL (Società a Responsabilità Limitata)?

An SRL, or limited liability company, is another common business form in Italy. It generally suits smaller businesses, as it has a lower minimum capital requirement compared to an SPA and offers more flexibility in governance.

Who manages an SPA?

An SPA is typically managed by a Board of Directors, which is elected by the shareholders. The board may appoint a CEO to handle day-to-day operations.

Can shareholders be held personally liable for the debts of an SPA?

No, shareholders of an SPA enjoy limited liability, meaning they are not personally liable for the company’s debts beyond the amount of their investment.

How are profits distributed in an SPA?

Profits in an SPA are distributed to shareholders in the form of dividends, proportionate to their shareholding.

  • Joint-Stock Company: A business entity in which shares can be bought and sold by shareholders.
  • Public Limited Company (PLC): A type of corporation in various jurisdictions similar to an SPA.
  • Corporate Governance: The system of rules, practices, and processes by which a company is directed and controlled.

Online References

Suggested Books for Further Studies

  • “Italian Company Law” by Mario Notari and Antonio Rossi
  • “Corporate Governance in Italy” by Guido Ferrarini and Gianvito La Peruta
  • “Comparative Company Law: A Case-Based Approach” by Mathias Siems and David Cabrelli

Fundamentals of SPA (Società per Azioni): Business Law Basics Quiz

### What is the minimum capital requirement to establish an SPA in Italy? - [ ] €10,000 - [x] €50,000 - [ ] €100,000 - [ ] €25,000 > **Explanation:** In Italy, the establishment of an SPA requires a minimum capital of €50,000. ### Are shareholders of an SPA personally liable for company debts? - [x] No, they have limited liability. - [ ] Yes, they are fully liable. - [ ] It depends on the bylaws. - [ ] Only in cases of fraud. > **Explanation:** Shareholders of an SPA enjoy limited liability, meaning their risk is limited to the amount they have invested in the company. ### Which managerial body typically oversees an SPA? - [ ] General Assembly - [ ] CEO only - [x] Board of Directors - [ ] External Auditors > **Explanation:** An SPA is usually managed by a Board of Directors, which oversees broader corporate policies and is responsible for electing a CEO. ### What kind of dividends can shareholders of an SPA expect? - [ ] Fixed annual dividends - [ ] No dividends - [x] Dividends proportionate to shareholding - [ ] Dividends only after ten years > **Explanation:** Shareholders receive dividends in proportion to their shareholding in the company. ### Can an SPA issue shares to the public? - [x] Yes - [ ] No - [ ] Only with government permission - [ ] Only within Italy > **Explanation:** An SPA can raise capital by issuing shares to the public, similar to a public limited company. ### Which sector commonly uses the SPA form? - [ ] Small retail businesses - [ ] Individual sole proprietors - [x] Medium to large enterprises - [ ] Government bodies > **Explanation:** Medium to large enterprises, often involved in industries requiring substantial capital, commonly use the SPA structure. ### How does an SPA differ from an SRL? - [ ] SPA is primarily for non-profit organizations. - [ ] SPA has no capital requirements. - [x] SPA generally suits larger companies and has higher capital requirements. - [ ] SPA offers fewer investor protections. > **Explanation:** An SPA suits larger companies due to higher capital requirements and differing governance structures compared to an SRL. ### What is a common feature of both SPA and PLC? - [ ] Unlimited liability for shareholders - [x] The ability to issue shares to the public - [ ] No capital requirements - [ ] Managed directly by shareholders > **Explanation:** Both SPA and PLC can issue shares to the public, making them suitable for raising significant capital. ### In what currency must the minimum capital of an SPA be defined? - [ ] USD - [x] EUR - [ ] GBP - [ ] CHF > **Explanation:** The minimum capital for an SPA must be defined in Euros (€), in compliance with Italian law. ### How often must an SPA hold a shareholder meeting? - [ ] Never - [ ] Every two years - [ ] Only upon request - [x] Annually > **Explanation:** SPAs are required to hold an annual meeting for shareholders to discuss and vote on important issues.

Thank you for exploring the intricacies of Società per Azioni (SPA) and testing your knowledge with our quiz. Keep up the excellent work in mastering business law!

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