Professional Documents
Culture Documents
1 GENERAL DISCIPLINE
1.1 Notion
According to Sec. 2555 ICC a business or ongoing concern (in Italian: “ramo di
azienda”) is represented by the functionally independent whole of the assets
(including employees, contracts, tangible or intangible assets, goodwill and anything
suitable to be logically included into an autonomous productive system) steadily
organized on an ongoing basis by the entrepreneur to carry out his activity.
In case of business lease, the lessee is entitled to dispose of the specific business’
assets provided that any disposition is made in the interest and to the benefit of the
business itself as a whole and without changing either its functional unity and its
efficiency.
At the beginning of the lease the lessee shall draw up the inventory of the business,
listing all the business’ assets with specific reference to both their quantity and
quality.
The difference between the amount of the inventory at the beginning and at the end of
the lease are settled by cash, unless agreed otherwise.
In any case the lessee shall carry on the business under its former trade name and
shall manage it without changing its former destination so as to preserve its efficiency
in terms of organization, plants and customary stocks.
The lessor is entitled to watch over the business and the way the lessee manages it.
Should the lessee – in managing the business – fail to abide by the obligations
binding upon him or however arbitrarily stop managing the business, the lessor can
apply the Court to cause the termination of the lease agreement and, as the case may
be, the restoration of the assets.
The lessee can sublease the business or assign the lease agreement to a third party
only upon prior consent of the lessor. Should the lessee sublease the business without
the lessor’s prior consent the lease agreement is terminated by operation of law and
any sublease should not be enforceable against the lessor who did not assent to it.
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1.2 Formalities
Any business lease agreement is to be made by either Notary Public authenticated
private instrument or Notary Public deed under seal and enrolled by an Italian Notary
Public with the Italian Register of Companies so to cause the lease to be enforceable
vis à vis any third party.
According to the case law the ban also applies to the lessee after he returned the
business to the lessor owing to the termination of the lease agreement.
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Unless otherwise expressly agreed under the lease agreement any business’ credits is
not transferred to the lessee.