costituendo

Costituendo is a term used in Italian law to describe a person or entity that is in the process of being established or created. In a corporate or associative context, it often refers to the entity or the group of persons that are in the phase of forming a new legal body, such as a company, a foundation, or a partnership. The most common expression is sociétà costituenda, meaning the company to be formed.

In corporate formation, the costituenda typically does not have full legal personality until the formal act of incorporation is completed and the entity is entered in the appropriate public registry. The preparatory acts, such as the drafting and signing of the deed of incorporation and the bylaws, set out the rights and obligations of the future company and its promoters. Obligations undertaken before registration may fall on the promoters personally, unless the deed provides that they will be borne by the future company once formed.

The term costituente or costituendo can also be used more generally to denote founders, promoters, or organizers in contexts beyond corporate law, including associations, committees, or other forms of collective bodies. It emphasizes the transitional status between intention and legal existence.

Etymology: costituendo stems from the verb costituire, meaning to constitute or establish. The plural form is costituendi. See also sociétà costituenda, atto di costituzione, statuto, and persona giuridica.