With Note n. 8115 the Ministry of Labor was called to rule on the possibility of setting up a social enterprise with the legal form of a simplified limited liability company.
In case of S.r.l. simplified set up pursuant to art. 2463-bis of the Italian Civil Code, the deed of incorporation, drawn up as a public deed, must conform to a specific "standard model" (adopted with Ministerial Decree No. 138 of 23 June 2012 of the Minister of Justice); in this regard, the art. 2463-bis, paragraph 3, of the Italian Civil Code, has expressly established that the clauses of the typified standard model are mandatory.
On the other hand, various provisions of Legislative Decree 112/2017 identify mandatory contents for the deeds of incorporation of social enterprises: it is quite clear that a statute that limits itself to reproducing the contents of the standardized model of S.r.l. simplified version will not be able to satisfy the requirements relating to the statutory contents of Legislative Decree 112/2017.
The solution to the problem, according to the Ministry, is offered by the circular 3657/2013 of the Ministry of Economic Development, where a series of considerations are elaborated from which the possibility emerges that "the deed of incorporation and the statute of the S.r.l. simplified procedures can well be integrated by the negotiating will of the parties”, considering that the standard form contains “essential minimum clauses which, integrated by the statutory regulations, allow the functioning of the simplified limited liability company built on that model”.
This makes it possible to believe that the deed of incorporation/statute is drawn up on the basis of the standard model prescribed by the ministerial decree no. 138/2012, suitably integrated with the mandatory provisions of Legislative Decree lgs. no. 112/2017.
