The conferral of goods to a limited company

The conferral (of properties, of a company or of branches of it) is that operation whereby a subject (conferent) brings to a company (conferitarian), instead of money, goods or services as capital, receiving in exchange shares of the company itself, acquiring the status of member.

In general terms can be conferred each entity, both goods (property) and services (provision of giving, making, guarantee...) liable to economic evaluation and useful to the attainment of the social object.

The beneficiary subject of the bestowal can only be a company, while the conferent may be any legal entity: another company, a commercial entity, an association, a foundation; a person who owns an individual company or several companies or even a person.

The conferral of a property to a limited company

The bestowal, in this case of a property, is therefore, that operation whereby a person (conferent) provides property as capital in a company (conferitarian), acquiring the qualification of member, acquiring company shares from the non-resident conferitist company (limited).

Content of the conferral deed

In the conferral deed must be identified:

• The complex of tangible and intangible assets and the legal relationships (contracts, receivables and debts) that make up the company complex object of the bestowal;

• The consequent capitalisation which, as a result of the bestowal, is produced in the chief of the conferitarian company;

• However, evidence of the identification of the participants in the operation should be found, the results of the expert's sworn assessment, in particular the value attributed to the company as a whole, the identification of activities and of the liabilities conferred (generally effected by reference to what is contained in the report) and the date from which the contribution lays down legal efficacy.

Purposes

- The bestowal is advantageous in terms of the segregation of assets, facilitates the succession and protects the goods conferred by a possible aggression by third parts or creditors;

- The ex novo constitution of a company, if one of the shareholders intends to confer goods, rather than liquid money, and intends to have third parts to assess the extent of its contribution; the convenience of making a contribution may take place as a result of fiscal considerations in relation to definitive or temporary concessive provisions which prevent or postpone over time the taxation of capital gains inherent to the company subject of bestowal;

- It can be an operation that is a prelude to a strengthening of entrepreneurial activity, also through the possibility of entrance of new members;

- The conferral of a branch of business, with subsequent unwinding, allows to isolate, within a company with many activities, a sector in loss from an industry that is able to obtain good results, in order to put the first in liquidation and keep only the remunerative sector alive;

- It permits the separation of the activities of the company by enucleating a branch of activity that the transferring person intends to cede; allows the conferent company to assume the qualification of holding company of the unbundled companies;

- It allows to separate the real estate activities present in the company from the typical business management. Moreover, the conferral of different branches of company allows to separate different activities reducing the dimensions and the complexity of management with the decentralisation of tasks and decisions;

- It can be seen as a midst of diversification of investments, since it is possible to cede only certain individual branches without having to give up the whole company;

- It can be seen as an instrument of generational passage within the company in order to simplify and rationalise the eventual division of the company among the heirs.