I am a 50% shareholder of a company that owns a pharmacy and I would like to rent some of my premises to the snc. Is it possible, considering that in practice I would be the lessor and the lessee at the same time?
The answer is affirmative, but with some clarifying notes.
Therefore, that of the shareholder/director who stipulates a rental, sublease or even loan agreement with the company [di persone, ma anche di capitali] it is, in truth, a fairly frequent case which nevertheless lends itself just as frequently to placing the shareholder who is in clear conflict of interests in a delicate situation, as we are about to illustrate.
Meanwhile, the limit to such events can be found in the art. 1395 cod. civil which provides for theannulability of such contracts if “the representative concludes with himself, on his own or as a representative of another party, unless the represented party has specifically authorized this or the content of the contract is determined in such a way as to exclude the possibility of conflict of interest”.
Now, this is certainly not a provision dictated for a company, but a general principle that makes the contract concluded “with itself” non-cancellable, when it has been previously – but formally – approved/authorized [nel Suo caso] by the other partner, who here is a co-administrator exactly like you, or when the contract has been predetermined in its contents, or at least in those that can translate into effective protection [nel Suo caso] of the snc.
It is clear, then, that you – who are the managing partner who, as you yourself are very clear, are in a situation of certain conflict of interest – will have to protect yourself with the prior consent of the other partner or with the determination by agreement between you [del resto siete soltanto in due…] of the content, in its essential lines, of the rental contract between you and the snc.
(pizza caesar)
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