Legislative Decree 24 March 2006, n. 155 "Discipline of the social enterprise, according to the law 13 June 2005, n. 118" published in the Official Gazette no. 97 of 27 April 2006 THE PRESIDENT OF THE REPUBLIC Having regard to articles 76 and 87 of the Constitution; Having regard to article 117, second paragraph, letter l) , of the Constitution; Given the law of 13 June 2005, n. 118, delegating to the Government concerning the discipline of the social enterprise; Given the preliminary resolution of the Council of Ministers, adopted at the meeting of 2 December 2005; Acquired the opinion of the Permanent Conference for relations between the State, the regions and the autonomous provinces of Trento and Bolzano, delivered in the session of 9 February 2006; Hear from the representatives of the third sector; Having obtained the opinion of the competent Commissions of the Chamber of Deputies and of the Senate of the Republic; Given the resolution of the Council of Ministers, adopted at the meeting of 2 March 2006; On the proposal of the Minister of Labor and Social Policies, the Minister of Productive Activities, the Minister of Justice, the Minister for Community Policies and the Minister of the Interior; It issues the following legislative decree: Art. 1. Concept 1. All private organizations, including the entities referred to in Book V of the Civil Code, which carry out an organized economic activity on a stable and principal basis for the purpose of producing or exchanging goods or services can acquire the qualification of social enterprise. of social utility, aimed at achieving purposes of general interest, and which meet the requirements set out in articles 2, 3 and 4. 2. The public administrations referred to in article 1, paragraph 2, of the legislative decree no. 165, and subsequent amendments, and the organizations whose constitutive deeds limit, even indirectly, the supply of goods and services in favor of shareholders, associates or participants only, do not acquire the qualification of social enterprise. 3. To ecclesiastical bodies and bodies of religious denominations with which the State has stipulated pacts, agreements or understandings, the rules referred to in this decree are applied limited to the performance of the activities listed in Article 2, provided that for such activities they adopt a regulation, in the form of an authenticated private agreement, which incorporates the provisions of this decree. For these activities, the accounting records provided for in article 10 must be kept separately. The regulation must contain the requirements that are required by this decree for the deeds of incorporation. Art. 2. Social utility 1. Goods and services of social utility are considered to be those produced or traded in the following sectors: a) social assistance, pursuant to law no. 328, laying down the framework law for the creation of the integrated system of social interventions and services; b) health care, for the provision of the services referred to in the decree of the President of the Council of Ministers dated 29 November 2001, containing «Definition of the essential levels of assistance», and subsequent amendments, published in the ordinary supplement to the Official Gazette no. 33 of February 8, 2002; c) social and health assistance, pursuant to the decree of the President of the Council of Ministers dated 14 February 2001, containing the «Act of guidance and coordination in the field of social and health services», published in the Official Gazette no. 129 of 6 June 2001; d) education, instruction and training, pursuant to law no. 53, delegating to the Government for the definition of the general rules on education and the essential levels of services in the field of education and vocational training; e) protection of the environment and the ecosystem, pursuant to law no. 308, delegating to the Government for the reorganization, coordination and integration of environmental legislation and measures of direct application, with the exclusion of the activities, normally exercised, of collection and recycling of urban, special and hazardous waste; f) enhancement of the cultural heritage, pursuant to the Code of cultural heritage and landscape, as per legislative decree 22 January 2004, n. 42; g) social tourism, referred to in article 7, paragraph 10, of law no. 135, concerning the reform of the national tourism legislation; h) university and post-university training; i) research and provision of cultural services; l) extra-curricular training, aimed at preventing early school leaving and academic and educational success; m) instrumental services to social enterprises, rendered by entities made up of more than seventy percent of organizations that carry out a social enterprise. 2. Regardless of the exercise of business activities in the sectors referred to in paragraph 1, organizations that carry out business activities can acquire the qualification of social enterprise, for the purpose of employment insertion of persons who are: a) disadvantaged workers pursuant to Article 2, first paragraph 1, letter f) , points i), ix) and ex), of Regulation (EC) no. 2204/2002 of the Commission, 5 December 2002, of the Commission on the application of articles 87 and 88 of the EC Treaty to state aid for employment; b) disabled workers pursuant to Article 2, first paragraph 1, letter g) , of the aforementioned Regulation (EC) no. 2204/2002. 3. By main activity pursuant to article 1, paragraph 1, we mean that for which the relative revenues are greater than seventy percent of the total revenues of the organization that carries out the social enterprise. The quantitative and temporal criteria for calculating the percentage of seventy percent of the company's total revenues are defined by decree of the Minister of Productive Activities and of the Minister of Labor and Social Policies. 4. The workers referred to in paragraph 2 must be no less than thirty percent of the workers employed in any capacity in the company; the relative situation must be certified in accordance with current legislation. 5. For the entities referred to in article 1, paragraph 3, the provisions referred to in paragraphs 3 and 4 are limited to the performance of the activities referred to in this article. Art. 3. Absence of the purpose of profit 1. The organization that carries out a social enterprise allocates the profits and operating surpluses to carry out the statutory activity or to increase the assets. 2. To this end, the distribution, even indirectly, of profits and operating surpluses, however denominated, as well as funds and reserves in favor of administrators, shareholders, participants, workers or collaborators. Indirect distribution of profits is considered: a) the payment to the directors of remuneration higher than those envisaged in the companies operating in the same or similar sectors and conditions, unless proven needs pertaining to the need to acquire specific skills and, in any case, with a maximum increase of twenty percent; b) the payment to subordinate or self-employed workers of salaries or remuneration higher than those provided for by collective agreements or contracts for the same qualifications, unless proven needs pertaining to the need to acquire specific professional skills; c) the remuneration of financial instruments other than shares or quotas, to parties other than banks and authorized financial intermediaries, five percentage points higher than the official reference rate. Art. 4. Ownership structure and group discipline 1. The rules set out in Chapter IX of Title V of Book V and Article 2545 - septies of the Italian Civil Code apply, insofar as they are compatible, to the management and control of a social enterprise. In any case, the person who, for statutory provisions or for any other reason, has the faculty to appoint the majority of the administrative bodies is considered to exercise management and control activities. 2. Social enterprise groups are required to file the participation agreement with the business register. The groups of social enterprises are also required to prepare and file the accounting documents and the social balance sheet in a consolidated form, according to the guidelines referred to in article 10. 3. Private companies with profit-making purposes and public administrations referred to in article 1, paragraph 2, of legislative decree no. 165, and subsequent amendments, cannot exercise management activities and hold control of a social enterprise. 4. In the event of a decision taken with the vote or the decisive influence of the subjects referred to in paragraph 3, the relative deed can be annulled and may be challenged in accordance with the provisions of the civil code within the term of 180 days. The right to challenge also belongs to the Ministry of Labor and Social Policies. Art. 5. Constitution 1. The organization that carries out a social enterprise must be constituted by a public deed. In addition to what is specifically provided for each type of organization, according to the legislation applicable to each of them, the articles of incorporation must specify the social character of the company in accordance with the rules of this decree and in particular indicate: a) the corporate purpose, with particular reference to the provisions referred to in article 2; b) the absence of profit, referred to in article 3. 2. The deeds of incorporation, their amendments and other facts relating to the company must be filed within thirty days by the notary or the administrators at the business register office in whose district the registered office is established, for the 'registration in the appropriate section. Article 31, paragraph 2, of law no. 340. 3. The Ministry of Labor and Social Policies, for the purposes referred to in Article 16, also has electronic access to the documents filed with the business register office. 4. The entities referred to in article 1, paragraph 3, are required to file only the regulation and its amendments. 5. The deeds that must be filed and the procedures referred to in this article are defined by decree of the Minister of Productive Activities and of the Minister of Labor and Social Policies. Art. 6. Patrimonial responsibility 1. Except for what has already been provided on the subject of limited liability for the various legal forms provided for by book V of the civil code, in organizations that carry out a social enterprise whose assets exceed twenty thousand euros, from the moment of registration in the appropriate section of the company register, of the obligations assumed, only the organization is liable with its assets. 2. When it appears that, as a result of losses, the assets have decreased by more than one third with respect to the amount referred to in paragraph 1, the obligations assumed are also personally and jointly liable for those who have acted in the name and on behalf of the company . 3. The provision referred to in this article does not apply to the entities referred to in article 1, paragraph 3. Art. 7. Name 1. The use of the term "social enterprise" is mandatory in the name. 2. The provision referred to in paragraph 1 does not apply to the entities referred to in article 1, paragraph 3. 3. The use of the term: "social enterprise" or of other words or phrases capable of misleading is forbidden to subjects other than organizations that carry out a social enterprise. Art. 8. Corporate offices 1. In associative bodies, the appointment of the majority of the members of the corporate offices cannot be reserved to subjects external to the organization that carries out the social enterprise, except as specifically provided for each type of body by the legal and statutory regulations and compatibly with its nature. 2. Persons appointed by the entities referred to in article 4, paragraph 3 cannot hold corporate offices. 3. The deed of incorporation must provide for specific requisites of integrity, professionalism and independence for those who take on corporate offices. Art. 9. Admission and exclusion 1. The modalities for the admission and exclusion of members, as well as the discipline of the social relationship are regulated according to the principle of non- discrimination, compatibly with the legal form of the entity. 2. The deeds of incorporation must provide for the right of the petitioner that the shareholders' meeting may be invested with the measures of denial of admission or exclusion. Art. 10. Accounting records 1. The organization that carries out the social enterprise must, in any case, keep the journal and the inventory book, in compliance with the provisions of articles 2216 and 2217 of the civil code, as well as draw up and file in the register companies a specific document that adequately represents the patrimonial and economic situation of the company. 2. The organization that carries out the social enterprise must also draw up and file the social balance sheet with the register of companies, according to guidelines adopted by decree of the Minister of Labor and Social Policies, having consulted the Agency for non-profit organizations. lucrative of social utility, so as to represent the observance of the social purposes by the social enterprise. 3. For the entities referred to in article 1, paragraph 3, the provisions referred to in this article are limited to the activities indicated in the regulation. Art. 11. Control bodies 1. Unless otherwise established by law, the articles of incorporation must provide for the appointment of one or more auditors, who they supervise compliance with the law and the Articles of Association and compliance with the principles of correct administration, the adequacy of the organizational, administrative and accounting structure. 2. The statutory auditors also carry out tasks of monitoring the compliance with the corporate purposes by the company, with particular regard to the provisions referred to in articles 2, 3, 4, 6, 8, 9, 10, 12 and 14. Of the monitoring results must be given in the preparation of the social report referred to in article 10, paragraph 2. 3. The statutory auditors can carry out inspections and checks at any time; to this end, they can ask the administrators for information, also with reference to groups of social enterprises, on the progress of operations or on specific business. bis of the civil code for two consecutive years , the accounting control is exercised by one or more auditors registered in the register established at the Ministry of Justice or mayors. In the event that the accounting control is exercised by the auditors, they must be enrolled in the register of auditors registered in the register established at the Ministry of Justice. Art. 12. Involvement of workers and recipients of activities 1. Without prejudice to the legislation in force, forms of involvement of workers and recipients of the activities must be envisaged in the company regulations or in the articles of incorporation. 2. Involvement must be understood as any mechanism, including information, consultation or participation, through which workers and recipients of the activities can exercise an influence on the decisions that must be adopted within the company, at least in relation to issues that directly affect working conditions and the quality of goods and services produced or exchanged. Art. 13. Transformation, merger, spin-off and sale of the company and devolution of assets 1. For organizations that carry out a social enterprise, the transformation, merger and demerger must be carried out in such a way as to preserve the non-profit- making purpose referred to in article 3 of the subjects resulting from the deeds put in place; the sale of the company must be carried out in such a way as to preserve the pursuit of the purposes of general interest referred to in article 2 by the transferee. For the entities referred to in article 1, paragraph 3, the provision referred to in this paragraph applies only to the activities indicated in the regulation. 2. The acts referred to in paragraph 1 must be implemented in compliance with the guidelines adopted by decree of the Minister of Labor and Social Policies, having consulted the Agency for non-profit organizations of social utility. 3. Except as provided in the matter of cooperatives, in the event of termination of the enterprise, the residual assets are devolved to non-profit organizations of social utility, associations, committees, foundations and ecclesiastical bodies, according to the statutory provisions. The provision referred to in this paragraph does not apply to the entities referred to in Article 1, paragraph 3. 4. The administrative bodies notify the Ministry of Labor and Social Policies, with a written document of certain date, of the intention to proceed with one of the acts referred to in paragraph 1, attaching the documentation necessary for the assessment of compliance with the guidelines of referred to in paragraph 2, or the name of the beneficiaries of the devolution of the assets. 5. The effectiveness of the acts is subject to the authorization of the Ministry of Labor and Social Policies, having consulted the Agency for non-profit organizations of social utility, which is understood to have been granted after ninety days from receipt of the notification. 6. The provisions of this article do not apply when the beneficiary of the deed is another organization which carries out a social enterprise. Art. 14. Work in the social enterprise 1. The workers of the social enterprise cannot be paid a lower economic and regulatory treatment than that provided for by the applicable collective contracts and agreements. 2. Without prejudice to the specific regulations for the entities referred to in article 1, paragraph 3, the provision of voluntary work is allowed, within the limits of fifty percent of the workers employed in any capacity in the social enterprise. Articles 2, 4 and 17 of law no. 266. 3. The workers of the social enterprise, in whatever capacity they perform their work, have the rights of information, consultation and participation in the terms and in the manner specified in the company regulations or agreed by the administrative bodies of the social enterprise with their representatives. The results of the involvement must be mentioned in the social report referred to in article 10, paragraph 2. Art. 15. Bankruptcy procedures 1. In the event of insolvency, organizations that carry out a social enterprise are subject to compulsory administrative liquidation, as per Royal Decree no. 267. The provision referred to in this paragraph does not apply to the entities referred to in article 1, paragraph 3. 2. Article 13, paragraph 3, applies to the devolution of the residual assets at the end of the insolvency procedure. Art. 16. Monitoring and research functions 1. The Ministry of Labor and Social Policies promotes linking activities of the competent offices, also involving other State administrations, the Agency for non- profit organizations of social utility and the social partners, technical agencies and research bodies which it normally uses or which are subject to its supervision, and the social partners, in order to develop system actions and carry out monitoring and research activities. 2. The Ministry of Labor and Social Policies, making use of its own territorial structures, carries out inspection functions in order to verify compliance with the provisions of this decree by the social enterprises. 3. In the event of ascertained violation of the rules referred to in this decree or serious breaches of the rules for the protection of workers, the competent offices of the Ministry of Labor and Social Policies, having taken the appropriate information, warn the management bodies of the social enterprise to regularize the unlawful conduct within a reasonable period, after which the sanctions referred to in paragraph 4 have been uselessly applied. 4. In the event of an ascertained violation of the rules referred to in articles 1, 2, 3 and 4, or failure to comply with the notice referred to in paragraph 3, the competent offices of the Ministry of Labor and Social Policies arrange for the loss of the qualification of social enterprise. The provision is sent for the purpose of canceling the social enterprise from the specific section of the business register. Article 13, paragraph 3 applies. 5. The Ministry of Labor and Social Policies carries out its duties and takes the decisions referred to in this article after consulting the Agency for non-profit organizations of social utility. Art. 17. Coordination rules 1. Non-profit organizations of social utility and non-commercial entities referred to in Legislative Decree 4 December 1997, n. 460, which also acquire the status of a social enterprise, continue to apply the tax provisions provided for by the same legislative decree no. 460 of 1997, subject to compliance with the subjective requirements and other conditions provided therein. 2. In article 3, paragraph 2, of the legislative decree n. 153 after the word: «instrumental» the following are inserted: «, of social enterprises». 3. The social cooperatives and their consortia, as per law 8 November 1991, n. 381, whose statutes comply with the provisions of articles 10, paragraph 2, and 12, acquire the status of a social enterprise. To the social cooperatives and their consortia, referred to in the law of 8 November 1991, n. 381, which comply with the provisions referred to in the previous period, the provisions referred to in this decree are applied in compliance with the specific legislation of cooperatives. 4. Within twelve months from the date of entry into force of this decree, for the sole purposes referred to in paragraph 3, the social cooperatives and their consortia, pursuant to law no. 381, they can modify their statutes with the modalities and the majorities foreseen for the resolutions of the ordinary assembly. Art. 18. Provision of a financial nature 1. For the implementation of this decree, the competent administrations make use of the human, instrumental and financial resources available under current legislation, without new or greater charges for public finance.