(; abbr. S.p.A. or spa ) is a form of
corporation
A corporation or body corporate is an individual or a group of people, such as an association or company, that has been authorized by the State (polity), state to act as a single entity (a legal entity recognized by private and public law as ...
in
Italy
Italy, officially the Italian Republic, is a country in Southern Europe, Southern and Western Europe, Western Europe. It consists of Italian Peninsula, a peninsula that extends into the Mediterranean Sea, with the Alps on its northern land b ...
, meaning 'company with shares' (although often translated as '
joint-stock company
A joint-stock company (JSC) is a business entity in which shares of the company's stock can be bought and sold by shareholders. Each shareholder owns company stock in proportion, evidenced by their shares (certificates of ownership). Shareho ...
', which may or may not be a limited liability entity). It is more or less equivalent to
S.A. or
public limited company (PLC) in other countries.
The other common form of corporation in Italy was (S.r.l.) ('
limited liability company
A limited liability company (LLC) is the United States-specific form of a private limited company. It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of ...
'). S.p.A. issued shares (), while in S.r.l. the unit was quote/stock of share capital. Moreover, the articles of association of S.r.l. allowed different allocation of
profit
Profit may refer to:
Business and law
* Profit (accounting), the difference between the purchase price and the costs of bringing to market
* Profit (economics), normal profit and economic profit
* Profit (real property), a nonpossessory inter ...
and assets, which was more comparable to a
limited partnership
A limited partnership (LP) is a type of partnership with general partners, who have a right to manage the business, and limited partners, who have no right to manage the business but have only limited liability for its debts. Limited partnership ...
.
Throughout Italy's history, the governance of S.p.A. has been remodeled several times. Originally the S.p.A. was governed by the Commercial Code of 1865, and subsequently by that of 1883, under the name "''società anonima''" ('anonymous company'). The regulations contained within the civil code remained unaltered until the 2003 Company Law Reform. The regulations in effect are set out in the
Italian Civil Code of 1942, which also adopted the name currently in use. Within the civil code, the articles specifically addressing S.p.A. are found in Articles 2325-2510 of Book V, Title V.
Since 2016, banks are required to run as S.p.A. if their assets are more than a defined threshold. This saw the blue chips of the
FTSE MIB
The FTSE MIB (Milano Indice di Borsa) (the S&P/MIB prior to June 2009) is the benchmark stock market index for the Borsa Italiana, the Italian national stock exchange, which superseded the MIB-30 in September 2004. The index consists of the 40 m ...
Index:
Banco BPM
Banco BPM S.p.A. is an Italian bank that commenced operations on 1 January 2017, by the merger (approved by the board of directors on 24 May 2016) of Banco Popolare and Banca Popolare di Milano (BPM). The bank is the third largest retail and cor ...
,
BPER Banca
BPER Banca S.p.A., formerly known as Banca Popolare dell'Emilia Romagna S.C., is an Italian banking group offering traditional banking services to individuals, corporate and public entities. The company is based in Modena and is a constituent of ...
,
UBI Banca
Unione di Banche Italiane S.p.A., commonly known for its trading name UBI Banca, was an Italian banking group, the fifth largest in Italy by number of branches. It was formed on 1 April 2007 from the merger of the Banche Popolari Unite (trading ...
,
demutualized from S.c.p.a., S.c. a.r.l., or S.c. legal forms (respectively, co-operative company by shares, co-operative company with limited liability, and co-operative company).
As a
legal form
A form is a document which contains blank spaces (also named ''fields'' or ''placeholders'') in which one can write or select an option. Forms can be distributed to several signatories at once, or made available on demand. Before being filled out, ...
, the S.p.A. has five characteristics that are always present and universally recognized: legal personality,
limited liability
Limited liability is a legal status in which a person's financial Legal liability, liability is limited to a fixed sum, most commonly the value of a person's investment in a corporation, company, or joint venture. If a company that provides limi ...
, transferable shares, ownership by
shareholders
A shareholder (in the United States often referred to as stockholder) of corporate stock refers to an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the ...
, and management by a
board of directors
A board of directors is a governing body that supervises the activities of a business, a nonprofit organization, or a government agency.
The powers, duties, and responsibilities of a board of directors are determined by government regulatio ...
on behalf of the shareholders. On account of these characteristics, an S.p.A. can raise large amounts of capital by incentivizing many investors to buy its shares, making the S.p.A. suitable for large undertakings. Accordingly, the S.p.A. is the legal form in which large companies typically operate all over the world.
Fundamental features
The elements that characterize this type of company and are essential to be able to apply the legislation relating to this institution are:
* The intent to limit risk.
* The presence of shares representing the shareholding of the shareholders in the company.
* The minimum amount of share capital not less than €50,000 (art. 2327 of the Civil Code, as recently amended by Legislative Decree 91/2014).
* The normative corporation: the legislator imposes that the powers are rigidly distributed among different bodies.
If one of these elements is missing, the case is not considered integrated, and therefore the regulations of the SpA are not applicable. Due to these characteristics (high capital and public sale of shares), the S.p.A. is the only joint-stock company allowed to exercise insurance activity (art. 14 letter a Legislative Decree 209/2005) and the exercise of banking activity (art. 14 letter a Legislative Decree 385/1993).
See also
* – the legal form of company in Germany, commonly used in the German translation of Italian companies in German-speaking autonomous regions
* – limited liability company in Italy
References
Legal entities
Types of business entity
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