🎧 SPECIALE: 3 Motivi per Non Fare una Società Semplice

IL PODCAST: "Trust In Trust" di Piero Di Bello

18 Aug 202411:17

Summary

TLDRIn this episode of Trust, Piero Di Bello, an expert in asset protection and estate planning, discusses the inadequacy of a simple corporation for protecting one's assets. He explains that a simple corporation, governed by Italian Civil Code, lacks the necessary formalities and flexibility to safeguard assets from creditors or tax agencies. Di Bello highlights the misconceptions about using a simple corporation as a family's cash vault, emphasizing that it does not segregate assets legally and is not exempt from taxation or bankruptcy. He also outlines the advantages and disadvantages of using a simple corporation, suggesting that it should be combined with other tools for effective asset protection.

Takeaways

🏦 A 'Società Semplice' (Simple Company) is not designed to protect assets from creditors or tax agencies; it is the most basic form of a company for profit-making activities.
📜 The Simple Company operates under the Italian Civil Code, specifically Article 2251, which emphasizes freedom in form and identifies it as a contract, not a formal company constitution.
💼 It lacks the requirement for minimum capital, specific contractual forms, mandatory accounting records, or balance sheets unless specified in the contract.
🔒 There is no obligation for mandatory corporate bodies, and the free circulation of shares can be stipulated by the partners.
📊 Simple Companies are not required to communicate financial reports to the tax authorities, unlike holding companies.
🚫 They are not allowed to engage in commercial activities and are limited to agricultural, professional, and certain holding or real estate management activities.
💡 The concept of a Simple Company as a family 'safe' or a substitute for a Trust is misleading and not effective for asset protection.
🔑 The administrator of a Simple Company can be revoked only for just cause, and unanimous consent from other partners is needed for a change.
🔐 There is a false notion of asset segregation within a Simple Company; the assets do not legally separate from the owner, unlike in a Trust.
📈 The shares (rights and duties) of a Simple Company are not directly seizable by creditors, but the profits distributed can be, especially if the creditor has exhausted other assets.
📝 The liquidation of a partner's share must be done within 3 months based on the actual financial situation of the company, as per Article 2270 of the Civil Code.
📈 Simple Companies have advantages such as exemption from IRAP (Regional Tax), no VAT on real estate held for over 5 years, and can apply for tax benefits on financial investments.

Q & A

What is the main topic of the video script?
-The main topic of the video script is discussing the reasons why one should not create a 'società semplice' (simple company) and the potential issues and misconceptions associated with it in terms of asset protection and tax optimization.
What does 'società semplice' refer to in the context of the script?
-In the context of the script, 'società semplice' refers to a simple form of company under Italian law, characterized by a lack of formalities, high flexibility, and privacy, primarily used for non-commercial profit activities.
Why are 'società semplici' considered ineffective for asset protection according to the script?
-According to the script, 'società semplici' are considered ineffective for asset protection because they do not protect against creditors, tax agency claims, or corporate assets, and they do not offer a global protection over one's assets.
What are the legal requirements for the establishment of a 'società semplice'?
-The legal requirements for the establishment of a 'società semplice' include no minimum capital requirement, no specific form required for the deed of establishment except as required by the nature of the assets contributed by the partners, and the possibility of modifying the deed at any time.
Why is the 'società semplice' not subject to bankruptcy?
-The 'società semplice' is not subject to bankruptcy because it is a contractual agreement between partners and does not have a legal personality separate from its members, thus it does not have the same financial obligations and liabilities as other types of companies.
What are the limitations of a 'società semplice' in terms of operational scope?
-The operational scope of a 'società semplice' is limited as it is prohibited from engaging in commercial activities. It can only carry out agricultural, professional activities, and pure holding or real estate management.
What does the script suggest about the misconception of using a 'società semplice' as a family trust?
-The script suggests that there is a misconception that a 'società semplice' can be used as a family trust for asset protection. However, the speaker finds this idea laughable and explains that it does not offer the same level of protection as a trust.
What are the implications of a 'società semplice' for tax purposes?
-For tax purposes, a 'società semplice' is exempt from IRAP (Regional Tax on Productive Activities), not subject to the rules on letterbox companies, and is exempt from tax on real estate held for more than 5 years, making it advantageous for certain types of property investments.
How can the 'società semplice' be used effectively according to the speaker?
-According to the speaker, the 'società semplice' can be used effectively in combination with other instruments, such as a trust, for managing the governance of controlled businesses, avoiding company deadlock, maintaining liquidity, and managing important financial investments.
What are the potential disadvantages of transferring property to a 'società semplice'?
-The potential disadvantages include the payment of registration tax, which can be 9% or 15% on land, and the fact that the property can be seized by a particular creditor of a partner if other assets have already been seized and the creditor remains unsatisfied.
What is the speaker's view on the combination of 'società semplice' with other instruments for asset protection?
-The speaker believes that it is not the single instrument that creates efficiency, but often the combination of multiple instruments together that creates perfect protection. The speaker uses 'società semplice' along with trusts for their respective advantages.

Outlines

00:00

🏛️ The Inefficiency of Simple Companies for Asset Protection

This paragraph introduces the topic of the video, which is the discussion on why one should not opt for a simple company structure for their assets. It highlights the need for protecting one's assets from creditors and tax agencies. The speaker, Piero D'Aiello, an expert in asset protection and estate planning, emphasizes the importance of understanding the true needs for asset protection and fiscal optimization. The paragraph also mentions the basic principles of a simple company (società semplice), its flexibility, and the lack of formalities, but points out that it is not effective for protecting assets, as it does not shield from creditors or tax claims, nor does it protect the corporate assets. It also outlines the legal framework governing simple companies under the Italian Civil Code, specifically Article 2251, which defines it as a basic form of partnership for profit-oriented activities without the need for high formalities.

05:01

📜 The Pitfalls of Using Simple Companies as a Family Safeguard

The second paragraph delves into the misconceptions about using simple companies as a family safeguard or 'cassa di sicurezza'. It clarifies that the shares (quote) of a simple company are not only transferable but also subject to seizure and pledge by creditors. The paragraph explains the legal implications of this, including the potential for creditors to request the seizure of company profits or even the liquidation of a shareholder's stake if their personal assets have been exhausted. It also touches on the legal requirements for the valuation and liquidation of shares, as stipulated by Articles 2270 and 2289 of the Italian Civil Code, which mandate that this be done based on the actual financial situation of the company. The paragraph warns against the false sense of security provided by simple companies and highlights the importance of understanding the legal and fiscal responsibilities involved in their management.

10:02

🔄 Leveraging Simple Companies for Effective Asset Management

The final paragraph discusses the strategic use of simple companies in asset management, despite their limitations. It suggests that while simple companies have certain tax advantages, such as exemption from IRAP (Regional Tax on Productive Activities) and the absence of value-added tax (VAT) on land revaluation, they also come with disadvantages, such as the registration tax on the transfer of real estate. The speaker recommends combining the use of simple companies with other instruments for optimal protection and management of assets. The paragraph also addresses the use of simple companies in the context of family governance, particularly when there is a need to manage enterprises in the absence of a capable family member or to establish a family council. It concludes with a reminder of the importance of using the right combination of tools for effective asset protection.

Mindmap

Keywords

💡Trust

In the context of the video, 'Trust' refers to the title of the series, which focuses on transforming complex and incomprehensible matters into successful narratives, particularly related to asset protection and estate planning. The term is used to convey the show's mission to provide trustworthy advice on managing and protecting one's wealth.

💡Società Semplice

A 'Società Semplice' or 'Simple Company' in English, is a basic form of a partnership for profit-making activities. It is characterized by a lack of formalities, high flexibility, and confidentiality. The script discusses the limitations and misconceptions about using this type of company for asset protection, emphasizing that it is not as effective as some might believe.

💡Asset Protection

Asset protection is a key theme in the video, which involves safeguarding one's wealth from creditors and tax agencies. The script explains that a 'Società Semplice' may not offer the level of protection some people think it does, particularly from the claims of the tax agency and creditors.

💡Creditors

Creditors are individuals or entities to whom money is owed. The script mentions that a 'Società Semplice' does not protect assets from creditors, as they can still claim against the assets of the company if they have already seized the personal assets of the partners.

💡Agenzia delle Entrate

The 'Agenzia delle Entrate' or 'Revenue Agency' is the Italian tax collection agency. The video discusses the inability of a 'Società Semplice' to shield assets from this agency, which is a critical point in the discussion of asset protection strategies.

💡Pier Paolo Bellomo

Pier Paolo Bellomo is mentioned as an expert in asset protection and estate planning. His role in the video is to provide insights and advice on how to properly manage and protect one's wealth, using the correct tools and strategies.

💡Fuff Guru

The term 'Fuff Guru' is used in a derogatory sense to describe individuals who sell products without analyzing the real needs of their clients. The script warns against such people and emphasizes the importance of understanding what is truly beneficial for asset protection.

💡Liquidazione della Quota

The 'Liquidazione della Quota' or 'liquidation of the share' refers to the process by which a partner's share in a 'Società Semplice' can be liquidated, especially in the event of a creditor's claim. The script explains the legal requirements and time frames for this process.

💡Imposta di Registro

The 'Imposta di Registro' or 'registration tax' is a tax levied on the transfer of real estate to a 'Società Semplice'. The script mentions this tax as one of the costs associated with transferring assets into such a company.

💡Rivalutazione dei Terreni

Land revaluation or 'Rivalutazione dei Terreni' refers to the process of reassessing the value of land, which can be an advantage within a 'Società Semplice' as it allows for an increase in the value of assets without triggering immediate tax liabilities.

💡Società di Comodo

A 'Società di Comodo' or 'Convenience Company' is a type of company used for tax planning and other purposes. The script notes that a 'Società Semplice' is exempt from the regulations governing these types of companies, which is one of the advantages of using a 'Società Semplice'.

Highlights

Introduction to the concept of a 'society simple' and its role in protecting assets and optimizing taxation.

The importance of understanding the true needs for asset protection and tax optimization rather than just following what is commonly sold.

Explanation of the basic principles for protecting one's assets and recognizing the so-called 'false gurus' who may mislead with products.

The limitations of a 'society simple' in protecting assets from creditors and tax agencies.

The legal definition of a 'society simple' under the Italian Civil Code, highlighting its simplicity and lack of formalities.

Details on the absence of minimum capital requirements and the flexibility of the company's founding contract.

Clarification on the lack of obligation for bookkeeping and financial reporting in a 'society simple'.

The absence of mandatory corporate bodies and the freedom in transferring shares within a 'society simple'.

The ineligibility of a 'society simple' for bankruptcy and its exclusion from the convenience company regulations.

The limited operational scope of a 'society simple', including prohibition from commercial activities and the ability to only engage in agricultural and professional activities.

The misconception of a 'society simple' as a family treasure vault and its ineffectiveness compared to a Trust.

The potential issues with the revocation of the appointed administrator in a 'society simple' and the conditions under which it is allowed.

The false asset segregation within a 'society simple' and the risks associated with the pignorability and seizability of shares.

The legal requirements for the liquidation of a share in a 'society simple' and the time constraints involved.

The personal liability of the administrator in determining the share's value and the potential for the entire company to be liquidated if not done correctly.

The advantages of a 'society simple', such as exemption from IRAP, nontaxation on real estate held for over five years, and the ability to apply land revaluation.

The disadvantages of transferring real estate into a 'society simple', including the payment of registration tax and the lack of comprehensive asset protection.

The practical use of a 'society simple' in managing corporate governance, maintaining liquidity, and handling significant financial investments.

The recommendation to combine multiple tools for optimal asset protection rather than relying solely on a 'society simple'.

Conclusion and invitation to the next episode of Trust, emphasizing the importance of spreading trust.