Le riduzioni del capitale sociale (Notariato e nuovo diritto societario) (Italian Edition)

I suddetti importi saranno proporzionalmente adeguati in caso di modificazione del valore nominale delle azioni. The following is an English translation of the original Italian-language version. In preparing this translation, an attempt has been made to translate as literally as possible without jeopardizing the overall continuity of the text. However, differences may occur in translation. In the event of any such differences or other doubts, the original Italian text shall prevail.

In addition, in this translation, Italian legal concepts are expressed in English terms. These concepts as used and understood in Italy may not be identical to those described by the English terms as such terms may be used and understood under the laws of other jurisdictions. The name may be written in either capital or small letters, with or without punctuation marks. The objects of the Company are: In order to achieve the above objects and within their scope the Company may:.

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The capital stock of the Company amounts to 6,,, euros and comprises 1,,, ordinary shares, ,, preference shares and 79,, savings shares, all with a par value of 5 euros each. Capital stock increases deriving from the exercise of powers delegated to the Board, including those required by the conversion of debentures or the exercise of warrants, shall be implemented through the issue of shares belonging to the existing classes of shares. Ordinary and preference shares are registered shares. Savings shares can be either bearer or registered shares, at the option of their holder or as required by law.

All shares are issued in dematerialized form. Each share conveys the right to a proportionate share of the earnings available for distribution and of the residual net assets upon liquidation, without harming the rights of preference and savings shares, which are discussed in Articles 20 and 23 below.

Each ordinary share conveys the right to vote without any restrictions whatsoever. Each preference share conveys the right to vote only on issues that are within the purview of the Extraordinary Stockholders Meeting and on resolutions concerning Regulations for Stockholders Meetings. Savings shares are not entitled to vote.

When the capital stock is increased, the holders of each class of shares have the right to receive a proportionate number of newly issued shares of the same class, or of another class or classes if shares of the same class are not available or their number is insufficient. Resolutions authorizing the issuance of new preference or savings shares with the same characteristics as those already outstanding in connection with capital increases and the conversion of shares into shares of another class do not require further approval by Special Stockholders Meetings.

If the savings shares are delisted, they shall be transformed into registered shares if originally bearer shares, and they shall have the right to a higher dividend increased by 0. If the ordinary shares are delisted, the higher dividend received by the savings shares with respect to the dividend received by ordinary and preference shares shall be increased by 0. The outlays needed to safeguard the common interests of the holders of preference and savings shares, which are financed with reserves established for that purpose by the respective Special Stockholders Meetings, shall be borne by the Company up to a maximum annual amount of 30, euros for each class of shares.

The Notice may provide for a second call and, in the case of Extraordinary Stockholders Meetings only, a third call. A Stockholders Meeting may also be convened whenever the Board of Directors deems it appropriate and must be convened when required by law. Stockholders who are entitled to vote may attend the Meeting or be represented at it pursuant to law if they have obtained certification from an authorized intermediary, and if this has been communicated to the Company ahead of time in accordance with the applicable statute.

This certificate must attest to their right to attend the Meeting and to deposit of their dematerialized shares at least two non-holidays before the Meeting. Stockholders may attend Meetings from multiple contiguous or remote locations that are linked by means of telecommunication systems, acting in accordance with the rules of collegiality, the principles of good faith and equal treatment for all stockholders.

Resolutions adopted by the Stockholders Meeting pursuant to law and these Articles of Association are binding on all stockholders, including those who are absent or dissenting. Ordinary Meetings are properly constituted on first call by the attendance of stockholders representing at least one half of the capital stock entitled to vote; on second call, by the attendance of stockholders representing any portion of the capital stock entitled to vote. An Extraordinary Stockholders Meeting is duly convened, on the first call, if stockholders representing at least half of the voting capital are present.

On the second call and third call, the stockholders in attendance must represent more than one-third and at least one-fifth, respectively, of the voting capital. An Extraordinary Stockholders Meeting can adopt a resolution, on the first, second or third call, with the favorable vote of at least two-thirds of the capital represented at the Meeting.

The foregoing provisions have no effect on special majorities required pursuant to law or on the provisions that govern Special Meetings for holders of shares of a single class.

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At Stockholders Meetings, the Chair is taken by the Chairman of the Board or, in his absence, by the Vice Chairman, if appointed; in their absence, by a person designated by the meeting. The Secretary is appointed by the meeting upon proposal of the Chairman. Where the law so provides, or when it is deemed appropriate by the Chairman of the meeting, the minutes may be drawn up by a notary public designated by the Chairman himself, in which case there is no need to appoint a Secretary.

The Company is managed by a Board of Directors consisting of a number varying from nine to fifteen members, as determined by the Stockholders Meeting. No one over the age of 75 shall be appointed as a Director. The appointment, revocation, expiration of the term of office, replacement or lapsing of Directors is governed by the applicable statutes.

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However, if as a result of resignations or other reasons the majority of the Directors elected by the Stockholders Meeting is no longer in office, the term of office of the entire Board of Directors will be deemed to have expired, and a Stockholders Meeting will be convened on an urgent basis by the Directors still in office for the purpose of electing a new Board of Directors. The Board of Directors shall appoint from among its members a Chairman, a Vice Chairman, if deemed advisable, and one or more Chief Executive Officers. In the case of the absence or incapacity of the Chairman, the Vice Chairman, if appointed, will assume his functions.

More specifically, the Board of Directors shall establish a Committee to supervise the Internal Control System and Committees for the nomination and compensation of Directors and senior managers with strategic responsibilities. The Board of Directors may also appoint one or more Chief Operating Officers and may designate a Secretary, who need not be a member of the Board. The fees payable to the Directors and members of the Executive Committee shall be determined by the Stockholders Meeting and will be effective until the Meeting resolves otherwise.

The compensation of the Directors vested with particular offices shall be determined by the Board of Directors, after having received the opinion of the Statutory Auditors. Nevertheless, the Stockholders Meeting may determine an aggregate amount for compensation of all the Directors, including those vested with particular offices.

Meetings of the Board of Directors are convened by the Chairman at least once every quarter and whenever the Chairman deems it appropriate, or when requested by at least three Directors or by one of the Directors to whom powers have been delegated. The Board of Directors can also be called, after the Chairman has been informed, by at least two statutory auditors. Meetings are called by written notice, containing all elements necessary for the discussion, to be sent at least five days before the day on which the meeting is to be held, except in cases of urgency.

Meetings are presided over by the Chairman or, in his absence, by the Vice Chairman, if appointed; in their absence the Chair shall be taken by another Director designated by the Board. Directors and Statutory Auditors may attend meetings by means of telecommunication systems.

In addition, it must be possible to identify the attendees, and they must be able to follow the proceedings, intervene in real time in the discussion of the topics on the Agenda and receive, send or view documents. Resolutions are passed by an absolute majority of votes of the Directors present.

Costituzione del soggetto giuridico

Cercheremo di simularli attraverso una esemplificazione. Avremo dunque le seguenti scritture contabili:. Procede dunque alla svalutazione:. La signora Wiki Due decide di non reintegrare il valore perduto e neppure di recedere. Pertanto bisogna ridurre il capitale sociale nel seguente modo:. Le quote azionarie dei due soci risulteranno ridimensionate proporzionalmente: Vediamo che succede sul libro giornale:.

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