sPa

SpA is the abbreviation for Società per azioni, a form of Italian joint-stock company used for businesses that raise capital by issuing shares. In a SpA, liability is limited to the capital contributed by the shareholders, meaning owners are not personally liable for company debts beyond their investment. The structure is designed to facilitate large-scale operations and the transfer of ownership through tradable shares.

A SpA can be formed by one or more founders who sign the articles of association and complete the incorporation process, typically with notarial involvement. The minimum share capital for a SpA is 50,000 euros, and at least 25 percent of the capital must be paid in at inception; the remaining amount can be contributed over time as provided by the Articles of Association. Shares can be issued to raise additional capital, and ownership can be transferred, subject to any restrictions in the corporate charter or applicable law. Public SpAs may list their shares on a stock market and are subject to additional disclosure and market conduct rules; private SpAs may impose transfer restrictions through the charter or shareholders’ agreement.

Governance in a SpA typically centers on the shareholders’ meeting (assemblea) and a management body, usually a board of directors elected by the shareholders. The board may appoint executive officers, including a chief executive officer. A control body is required, such as a collegio sindacale (board of statutory auditors) or, for larger entities, an external auditor, to oversee financial reporting and compliance. Annual accounts are prepared and approved by the shareholders’ meeting, with distributions decided accordingly.

SpAs are regulated mainly by the Italian Civil Code and related corporate laws, with listed SpAs subject to additional oversight by the Commissione Nazionale per le Società e la Borsa (CONSOB) and market rules. They stand in contrast to Società a responsabilità limitata (Srl), which has a simpler structure and lower minimum capital.