Entered into force with the ministerial decree n. 34/2013, companies between professionals still present many critical issues: from the regulatory scenario to the methods of transforming a professional studio into a PTS, from the practical analysis of the statutes to the tax, social security and disciplinary aspects.
According to insiders, chartered accountants and notaries from Milan who spoke during the conference "Companies between professionals, corporate structures become a full-fledged tool for exercising the professional activity: potential and limits", the PTS still arouse many perplexities. “Wanted above all by the legislator – stated Alessandro Solidoro, president of the Order of Accountants of Milan – they do not meet the real needs of professionals and evidently not even those of shareholder shareholders. All this despite the fact that the historical moment requires aggregation of functions and division of costs to be competitive in a market that requires increasingly complex answers. The challenge therefore consists in clarifying the regulatory context to see if there will be a real take-off”.
The same skepticism was also shown by the president of the Order of Accountants of Rome Mario Civetta who argued: "The Stp are models quite distant from our cultural and legal tradition whose application, with the intention of creating new opportunities, must take into account the specific peculiarities of the Italian market. The possibility of exercising the professional activities, regulated in the ordinastic system, through companies of all kinds to the test of the facts has not had a significant response from our Members".
The data provided by Unioncamere in the last two months, i.e. since mid-November, see the number of STPs registered in the special section of the business register practically doubled. However, the total to date is only 54 professional clubs.
The lack of diffusion of companies among professionals as a tool for the collective exercise of the profession can in part be attributed to the concern that the corporate structure leads to a depersonalization of the relationship with the client and to the faculty of free transfer of the shareholding. The consequence would be the undermining of the fiduciary and personal nature of relationships not only with clients but also between the associated professionals themselves. In order to adapt the corporate structure to the specific needs of aggregations between professionals, it is possible to use, introducing them in the social contract, institutions, such as clauses that establish the requirements of the shareholders and admission, withdrawal and exclusion clauses, which allow to control the social structure. In this way, the continuation of the fiduciary and personal relationship between the members is guaranteed, bringing the companies between professionals closer to the collective organizations that until now have been used for the exercise of the professional activity.
The law does not answer many questions. Can professional associations still be formed? Can the STP fail? Should the Stp have professional activity as its exclusive object? Can the professional partner exercise the activity individually? Or is he obliged to carry out his professional activity for the company? Can a unipersonal STP be established? Is the credit of the company privileged pursuant to Article 2751 bis like that of the professional?
Furthermore, the body of law relating to the Stp does not provide any indication regarding the tax and social security regime reserved for them and the consequent treatment of shareholders. In consideration of the fact that the partnership between professionals is established to carry out exclusively professional activities regulated by the orders, the income produced by them should qualify as income from self-employment. With the natural consequence that: it is determined with the cash criterion; is subject to Irap; part of the proceeds is allocated to the pension fund.
“The imposition – Mario Civetta commented – will therefore be charged to the shareholders, who will receive the profits in proportion to their shareholdings, while the Irap will be due from the Stp”.
However, it is possible to outline some firm points of the Stp: as regards civil liability, the professional partner is also liable for the work of his substitutes and auxiliaries; moreover, the information obligations on the part of the professional towards the client who are free to choose who to rely on are strict.
Few certainties, many perplexities. Only if the aforementioned knots are dissolved, the STP will be able to take off.
