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# 77 MARCH 21 , 2016
a debt of the partnership directly of a
partner, but must first attach the partnership’s assets. The general partnership is
subject to bankruptcy which also involves the bankruptcy of all partners. Management and representation are generally vested in each member separately
from the others. Different arrangements
are however allowed and management
may be limited to only some of the partners.
• Limited Partnership (Società in accomandita semplice or S.a.s.).
The limited partnership is characterised
by the presence of two categories of
partners:
- general partners (accomandatari), who
are solely responsible for the administration and management of the partnership. They have unlimited joint and several liability for the partnership’s debts;
- limited partners (accomandanti), who
are not directors and who are respon-
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sible for the partnership’s debts only to
the extent of their investment, except for
certain exceptions regulated by law.
The partnership (business) name must
contain the name of at least one general partner and an indication that it is
an S.a.s. If a limited partner agrees that
his name be included in the partnership
name he becomes, along with the general partners, jointly and severally responsible without limit for the partnership’s
obligations.
Limited partners cannot carry out administrative acts, nor deal or transact business on behalf of the partnership, except
by virtue of a special power of attorney
for each business matter. The limited
partner who contravenes this prohibition assumes unlimited joint and several
liability towards third parties for all the
partnership’s obligations and may be
excluded from the partnership.