To respond to the economic crisis and the new challenges dictated by the global economy, companies today need in many cases a more flexible and innovative form of aggregation than traditional ones, which can increase competitive capacity without forcing them to give up their autonomy.

The legal instruments used by companies to create such aggregations to date are represented by the company or consortium contract, the A.T.I. (temporary association of enterprise) or R.T.I. (temporary group of enterprise), joint ventures, from the franchise agreement.

If the objective was in fact to participate in the tenders or to carry out work in parallel between enterprises, through the subdivision of the works, the instrument of the “temporary groupings” If there were a need to participate in projects or carry out work in a single form, the legal instruments of “consortia and consortium societies” would be appropriate. On the contrary, the aim of business networks should be to achieve genuine synergy between enterprises, while safeguarding their autonomy, know-how and individuality, with a view to achieving their through the determination of a common programme, shared strategic objectives that allow, both to the individual company and collectively, the growth of its innovative and technological capacity and its competitiveness on national and international markets.

Enterprise Clusters and Networks for Internationalisation

Networks of companies were introduced in our legal system by Article 3 of Law No. 33 of 9 April 2009 (of conversion of the D.L. n.5 of 10 February 2009) and the changes made over the years to this instrument were numerous, by D.L. n.78 of 31 May 2010, Article 45 of Decree-Law No. 83/2012 and then Article 36 of Decree-Law No. 179/2012.

Enterprise Network Contract means a legal-economic instrument for cooperation between undertakings which undertake to cooperate with each other by exchanging information of an industrial nature, commercial, technical or technological and/or jointly carrying out certain activities relating to the object of each undertaking.

Business networks therefore represent, from an economic point of view, a free aggregation between companies with the aim of increasing their competitiveness and innovation, while, in legal terms, are new forms of contractual cooperation and coordination between companies that want to increase critical mass and have more strength on the market. In particular, it will highlight how the Network Agreement allows business combinations to establish a structured and lasting collaboration, while retaining its autonomy and individuality and may provide for the establishment of a wealth fund and the appointment of a joint body to manage the performance of the contract or of individual parts or phases thereof.

The Network Contract must be stipulated necessarily in the form of the public deed or private writing authenticated and registered with the Revenue Agency. The contractors of a network of enterprises must therefore be entrepreneurs regardless of their respective nature: individual enterprises, companies, public entrepreneurs, including non-commercial ones, non-profit enterprises, cooperatives, consortia, enterprises linked by participatory or related relationships between them.

It should be borne in mind that the group of original contractors may be modified, the network contract in fact has an open structure, characterised by the possibility of new entrants to the network and also of exits by the contracting contractors. As a rule, the network contract does not have legal subjectivity, the attribution of legal subjectivity to the network is optional and is achievable provided that the network is endowed with an asset fund (aimed at implementing the network programme and regulated by contractual arrangements); the network contract is concluded by public deed or authenticated private writing and is registered as an autonomous position in the ordinary section of the Register of Companies in which it has its registered office.

Temporary Export Manager & Temporary Network Manager

The dynamics in international markets require SME to be present simultaneously in several countries, in different ways than in the past. In fact, today it is not enough to compete with the quality of the products, but it is increasingly important to ensure the customer an integrated offer of services and manage in an appropriate way the commercial and personal relations with domestic and foreign operators.

To do this, companies should create a commercial office within them, with specialized staff able to interact with the foreign market in a professional way, with a consequent and unsustainable increase in internal costs especially in the case of Smes. In this context, the figures of the Temporary Export Manager and the Temporary Network Manager become strategic, that is to say external resources formed in marketing and international trade that operate in close collaboration with both the entrepreneur and its network partners for pursue an effective business and internationalisation plan to access the target markets in an aggregated and organised manner.

The intervention generally carried out by the Temporary Manager is concentrated in planning a sales network and multiply the actions towards the commercial channels are they importers, distributors and direct buyers, implementing marketing actions to finalize the promotion and sale of products and services of supported companies, an analytical approach, competent and diversified for each market addressed. In support of this senior resource, it is possible to envisage the temporary insertion in the company, through an internship or an apprenticeship, also of a junior resource that will give its operational contribution to the realization of the plan and will grow professionally alongside the Temporary Manager. In this way, at much more sustainable costs, it is possible to start to gradually face foreign markets also in aggregate form and to set a path of business growth.

Legal forms of the network: network-contract

The network represents a legal-economic instrument of cooperation between enterprises which, through the signing of a contract (called a “Network Contract”), undertake mutually, in the implementation of a common program, to cooperate in forms and areas pertaining to their activities, exchanging information and/or services of an industrial, commercial, technical or technological nature and/or jointly carrying out certain activities related to the object of each enterprise.

They can be:

  • without representation: Network-contract without legal subjectivity and with executor/common body that does not have representation of the member enterprises
  • with representation: network-contract without legal subjectivity and with executor/common body has representation of the member enterprises

Legal forms of the network: network-subject

The network-subject, in the case where the network of enterprises is endowed with an asset fund, may decide to acquire legal subjectivity; for this purpose, the network contract must be registered in the ordinary section of the register of enterprises in whose district the seat is established.

By acquiring legal subjectivity, the network becomes a new subject of law, distinct from the participating enterprises, therefore capable of autonomously putting in place legal relations that acquire relevance also from a fiscal point of view (the network – subject will therefore be obliged to keep accounting records, will have to have a VAT number in case it carries out commercial activities and will be subject to taxation for direct tax purposes).

What is meant by a common body?

The entity responsible for managing, in the name and on behalf of the participants, the execution of the contract or individual parts thereof.

In network-contracts the establishment of such a body is optional, while in network-subjects it is mandatory.