Costitutiva

Costitutiva is a term used in Italian legal language, functioning as the feminine form of costitutivo, meaning constitutive. In practice, costitutiva describes documents or clauses whose purpose is to create or establish something new rather than merely recognize an existing state.

In corporate and organizational law, the costitutiva most commonly appears as the atto costitutivo (deed of incorporation) of a company, association, or foundation. The act sets out essential details such as the entity’s name, object, registered office, initial capital or resources, and information about founders or initial members. The atto costitutivo is usually prepared as a public instrument and is often accompanied by the statuto (bylaws or articles of association). Once formalized and registered, the entity typically acquires legal personality.

In contracts and other legal instruments, the term costitutiva is used in phrases like clausola costitutiva, referring to a clause that creates a particular right, obligation, or legal relationship—for example, establishing a joint venture or a foundation within an agreement.

The constitutive character of these acts is often contrasted with declarative acts (atti dichiarativi), which merely recognize an existing situation rather than create one.

Etymology: from Latin constituere, to set up. See also personalità giuridica, atto pubblico, statuto.