In general partnerships too it may happen that, in the course of the company’s existence, the partners may wish to amend the partnership deed.
Unless otherwise agreed, such changes must be adopted unanimously (except for when the company is turned into a company with share capital, or when mergers or demergers are carried out), and must be written in a public deed or in an authenticated private contract, just like the partnership deed, since the law prescribes that also these amendments must be entered, at the request of the directors or of the notary public, into the Register of Companies for reasons of public notice or disclosure, which is a very important requirement as pointed out in the preceding paragraph.
Amendments may be subjective or objective. Subjective changes affect the personal composition of the company. For example, the assignment of the capital share, the introduction of a new partner, the replacement of a partner, and a partner’s withdrawal from the partnership.
Objective changes involve the content of the partnership deed. For example: extending the lifetime of the company, reducing or increasing the share capital, moving the registered office, (however it is deemed that Article 111-ter of the provisions implementing the Civil Code, applies to all types of companies, and hence also to partnerships that have embodied this provision in their shareholder agreements; seek the professional advice of your notary public on this issue) deciding to dissolve the company, changing the corporate purpose, varying the number of directors or of the representatives appointed in the partnership deed, revoking the director appointed in the partnership deed, modifying the criteria for the sharing out of profits, transforming the partnership into another type of company, and carrying out mergers and demergers.