An Italian Limited Partnership has NO Limited Liability at All.
The managing partners of an Italian Partnership (SAS) have full liability, and they guarantee the debt of the company with all their personal assets, in Italy and abroad. That’s why we usually advise our clients to setup a Limited Company in Italy (SRL) anytime they can.
A SAS has two type of partners:
- Managing partners (Accomandatari)
- Silent partners (Accomandanti)
Only the silent partners enjoy a limited liability, but they can’t take any decision. They usually provide their job and take dividends at the end of the year. And forget the idea to setup a partnership with only silent partners, you can’t. Each S.A.S. requires at least one partner of each type.
Limited Liability Partnership in Italy – Summary
- Company name: SAS (Società in Accomandita Semplice)
- Similar companies: LLP in US and in UK, Ireland, etc, PartG in Germany, Special General Partnership in China. However in Italy the managing partners have full liability.
- Minimum capital: None required.
- Minimum number of partners: Two (at least one should be a managing partner)
- Nationality of the partners: Any (with some rare exceptions)
- Nationality of the director: Any (with some rare exceptions)
- Limited liability: Full liability for managing partners. Limited liability for silent partners.
- Auditing: not required.
- Physical office: Not required. A virtual office is enough to manage the company and receive an Italian VAT number.
When you should setup a (Partially) Limited Partnership in Italy.
We usually don’t advise to setup a Partnership in Italy, because – as a managing partner – you are fully liable of any debt of the company, including the debts generated by your partners. A Limited Company is usually a better solution. However the accountancy of a Partnership is quite much simpler than a Limited Company and tax can be smaller. This is the main reason why some entrepreneurs still prefer to start with a Partnership. As usual in business, there is no universal solution, and if you should consider to speak with your lawyer or accountant before setting up the company.
If you want to take the risk of a full liability, just remember that the same simplified accountancy and reduced tax are not an exclusive of the Partially Limited Partnership (SAS). A traditional Italian Partnership (SNC) and a Sole Trader enjoy the same regime, and they can be more simple to handle.
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