It is extremely simple to set up an informal partnership:
- the contract needs not be of any special type, except where special types of assets are involved (and except for evidentiary limitations);
- all that is needed to set up an informal partnership is the mutual engagement by the partners to jointly carry out a non-commercial profit-making activity;
- informal partnerships must be entered into the register of companies.
Such registration takes place in a special section and does not imply any legal effects, its sole function being that of establishing official identification details and of providing public notice.
Therefore, since no special forms are prescribed, setting up a company may take place even verbally or in the form of conclusive facts (de facto informal partnership). Of course, in such cases there will be obvious difficulties if a partner needs to provide evidence of the existence of the partnership.
In any case, a written agreement is necessarily required when:
- real estate or real estate rights are transferred to the partnership;
- the right to use property is granted to the partnership for an unlimited time or for a period of time in excess of nine years.
When a partnership contract is concluded, the contracting parties take on the capacity of partners, thus giving rise to rights and duties explicitly envisaged by the law.
The obligation of transferring assets is essential for the acquisition of such capacity. Especially in the case of an informal partnership, the law establishes that partners are obliged to transfer assets or capital as set forth in the partnership contract.
Unlike joint-stock companies and limited partnerships with share capital, for partnerships, and as now occurs with limited liability companies as of 1st January 2004, there is no limitation on the bargaining autonomy of the parties as regards the assets which may be contributed to the partnership. Any asset or service that has economic value or that is useful for achieving the partnership’s purpose may be transferred to it.
Consequently, contributions may consist in money credits or they may be in kind (real estate, machinery, raw or processed materials).
The contributions may consist in transferring the ownership or in using firms, also firms encumbered with debts, and also guarantees (endorsements and sureties).
Contributions may also consist in the obligation of a partner to work (manually or intellectually) for the company (so-called working partner).