What Is SPA (Società Per Azioni)?

An in-depth look at SPA (Società Per Azioni), the Italian designation for a corporation, its structure, legal implications, advantages, and its role in the Italian business environment.

The Società Per Azioni (SPA) is the Italian term for a corporation, analogous to a public limited company in Anglo-Saxon law. This entity structure is widely used for larger companies in Italy and is governed by Italian Civil Code, providing a framework that incorporates legal, financial, and operational guidelines.

Structural and Legal Framework

Definition and Key Features

An SPA is characterized by its ability to raise capital through the issuance of shares, which can be publicly traded. The shareholders own the company, and their liability is limited to their investment in shares. Here are the key elements that define an SPA:

• Capital Requirements: The minimum share capital for starting an SPA is EUR 50,000.
• Shares and Voting Rights: Shares may come with various rights, including voting rights and dividend rights.
• Board of Directors: Managed by a Board of Directors, who are appointed by the shareholders.
• Statutory Auditors: An obligatory auditing body, Collegio Sindacale, ensures compliance with legal and accounting standards.
• Public Disclosure: Subject to stringent reporting and disclosure requirements to ensure transparency.

Legal Considerations

SPAs are subject to comprehensive regulations under the Italian Civil Code. These include:

• Incorporation Process: Requires notarized articles of incorporation and registration with the Companies Register.
• Compliance Requirements: Regular financial statements, statutory audit reports, and compliance with corporate governance codes.
• Shareholder Meetings: Annual general meetings to approve financial statements, elect the board, and resolve major company decisions.

Advantages of SPAs

• Limited Liability: Shareholders are only liable up to their share contribution.
• Credibility and Trust: Perceived as strong and trustworthy due to rigorous compliance standards.
• Growth and Expansion: Easier access to capital markets for raising funds.
• Perpetuity: Continues to exist despite changes in ownership.

Examples and Historical Context

Examples of SPAs

Many large Italian companies operate as SPAs. Examples include:

• Fiat Chrysler Automobiles: A well-known global automotive company.
• Enel: A leading multinational in the energy sector.
• Ferrari N.V.: The luxury sports car manufacturer.

Historical Development

The concept of SPA has evolved from the early industrial age when large-scale capital was needed for significant enterprises. The structure has adapted over time to meet modern company needs, becoming a cornerstone of the Italian economic framework.

Applicability and Comparisons

Applicability in Business

SPAs are particularly suited for:

• Large enterprises looking to raise substantial capital.
• Companies with a broad shareholder base.
• Businesses planning to go public.

Comparative Insight

Comparing SPAs with similar structures in other jurisdictions:

• PLC (Public Limited Company) in the UK.
• AG (Aktiengesellschaft) in Germany.
• SA (Société Anonyme) in France and other Francophone countries.

Related Terms and Definitions

• S.R.L. (Società a Responsabilità Limitata): The Italian designation for a limited liability company, suitable for smaller businesses.
• PLC (Public Limited Company): Similar entity in the UK, allowing shares to be publicly traded.
• Corporate Governance: Framework of rules and processes by which an SPA is directed and controlled.

FAQs

What is the minimum capital requirement for forming an SPA in Italy?

The minimum share capital required is EUR 50,000.

How are SPAs regulated in Italy?

They are regulated under the Italian Civil Code and require adherence to various compliance and reporting standards.

Can an SPA issue shares publicly?

Yes, one of the defining features of an SPA is its ability to raise capital through the public issuance of shares.

References

1. Italian Civil Code: Articles governing the incorporation and operation of SPAs.
2. Italian Chamber of Commerce: Announcements and updates on corporate compliance.
3. Major Italian SPAs: Annual reports and financial statements.

Summary

The Società Per Azioni (SPA) signifies a pivotal corporate structure in Italy, fostering large-scale economic activities and facilitating capital accumulation. With its robust legal framework, credibility, and functional advantages, it serves as a vital component in the Italian and global business environments. Understanding its regulations, benefits, and comparisons with other international corporate structures is essential for any professional involved in cross-border business operations or corporate governance.