🎧 SPECIALE: 3 Motivi per Non Fare una Società Semplice

Summary

In 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.