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sporca male
finanziamento socio infruttifero
Nov 19, 2015 14:20
8 yrs ago
4 viewers *
Italiano term

obbligo di apporto nella società

Da Italiano a Inglese Affari/Finanza Affari/Commercio (generale) purchase of shares
source: acquisto di quote di partecipazione di una neo costituita società di diritto statiunitense, con l’obbligo di apporto nella società, di un finanziamento socio infruttifero

What do they mean by "apporto nella società"? And should that comma be there, after società?
Proposed translations (Inglese)
4 +2 obligation of contribution to the share capital
5 +1 contribution to the share capital
3 -1 partly-paid shares

Discussion

Luke Chambers Nov 20, 2015:
Further financing Yes - at least that's what I've understood. At first, I thought this was just a "share premium" situation (which is why I started talking about partly paid shares etc), because I also thought it was strange to have this kind of secondary obligation. But reading around it seems this is quite common in start-ups. Here's a link (this was new to me too!):
http://www.legalclarity.co.uk/shareholders-agreement-company...
Here is the part I was looking at:
"A start-up company normally receives its funding from two sources:

amounts paid by the shareholders for their shares; and
loans made to the company by the shareholders and/or banks.
There may also be an agreement between the shareholders that further loans will be made to the company, or shares subscribed, at a future date, or as and when the company needs further money."
Anca Malureanu Nov 20, 2015:
to Englishman so you mean that con l'obbligo di apporto di un finanziamento should have been put more correctly as con l'obbligo ulteriore (additional) di apporto di un finanziamento, meaning that the new shareholders are supposed to pay the price of the shares - one thing and additionally they have to finance the business right from the beginning and such financing is not a contribution to the share capital, but a loan which will be later reimbursed if the business is successful. To me this is strange because sounds like a blackmail: you cannot purchase the shares without an additional financing, but maybe it is an ordinary practice in some countries
Luke Chambers Nov 20, 2015:
Share capital or just plain 'capital' These shareholders are obligated to provide additional financing - I am wondering what the right term is to use. The link below talks about the distinction between capital contributions and shareholder loans. I wonder whether "contribution to share capital" is technically correct or whether it would be more correct to use either "capital contribution" or "shareholder loan" instead.

Point 4 of the article is interesting:
"If the terms of repayment take into account the success of the venture, the payment is more likely to be a capital contribution."
"Capital contribution" seems to refer to giving money to finance the company without a definite agreement to pay back the shareholder (i.e. if the business goes badly the money's gone). "Shareholder loan" would be where the money is repayable regardless of success.

I would presume that for money to be described as "share capital" it would have to have been given in consideration for shares.
http://www.legaltree.ca/node/504
Alexandra Speirs (asker) Nov 19, 2015:
no, they are definitely paying full value
Luke Chambers Nov 19, 2015:
Shares that are not paid up? I do wonder whether this might be referring to shares which are not fully paid up, i.e. "called up" but not "paid up". Shares can be issued/sold with the understanding that shareholders will subsequently need to pay an additional sum at a later date. So you could buy a share with a £10 face value share but pay only £5 for it, on the understanding that the company can call up the additional £5 at some future date. This is what it sounds like to me. Once the company requests the remaining amount this capital (the remaining £5) would be considered "called up" but not "paid up", however I need to hunt around for the term that would describe it from the shareholders' point of view.
Alexandra Speirs (asker) Nov 19, 2015:
I have suspicions about that comma .... I was hoping an Italian speaker might comment on it!
philgoddard Nov 19, 2015:
Is there something wrong with this sentence, perhaps the punctuation? I'm confused by all those "di"s.

Proposed translations

+2
1 ora
Selected

obligation of contribution to the share capital

.
Note from asker:
Thanks!
Peer comment(s):
agree giuseppina franich
16 min
thx
neutral philgoddard : This is not good English.
1 ora
Are you an expert of finance? I am so and am used to hear such a slang.
agree Peter Cox : obligation to contribute to the share capital
13 ore
thx
neutral Luke Chambers : I think it would be more accurate to call it a "capital contribution" or "shareholder loan", but not "share capital"
18 ore
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4 KudoZ points awarded for this answer. Comment: "Thanks. I used this one but varied it as Peter suggested."
+1
29 min

contribution to the share capital

l'acquisto delle quote di partecipazione viene fatto con un apporto al capitale sociale - a contribution to the share capital either in cash, or in kind; here, the contribution must be in cash

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Note added at 1 hr (2015-11-19 16:11:07 GMT)
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the comma is not wrong there, but instead of "di", "
cioe' would have been a better option, secondo me

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Note added at 18 hrs (2015-11-20 09:10:57 GMT)
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the purchase of shares of a new formed company (corporation), with shareholders' obligation to supply a non-interest bearing contribution in cash to the share capital

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Note added at 21 hrs (2015-11-20 11:40:07 GMT)
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in the light of Englishman's contribution in understanding this text, I am rephrasing:
the purchase of shares of a new formed company (corporation), with shareholders' additional obligation to supply the company with a non-interest bearing financing/loan
Note from asker:
Thanks !
Peer comment(s):
agree Luke Chambers : that sounds right especially if you choose loan and not financing
21 ore
neutral Giovanni Pizzati (X) : It is a payment on account of capital and not a loan from shareholders. Do you know the Italian Civil Code and the term "apporto"?
22 ore
Something went wrong...
-1
2 ore

partly-paid shares

Following on from my discussion note.
Going out on a limb here, any context to confirm or refute would be useful.

Based on the fact that the shares were purchased, I am assuming that they are at least partly "paid up". And given that there is an "obbligo di apporto nella società", it looks as though they are not fully paid up.

Ignoring for a moment the loan (which is in another kudoz question), I assume that these would fall into the "partly paid shares" category. Meaning the company issued some shares, but only "called up" a portion of their face value, meaning that the remainder can be called up at a later time.

See this note from investopedia:

"With partly paid shares, the company receives some consideration for the shares but less than the nominal amount. So if, say, 60p is initially paid for shares with a £1.00 nominal value the shares would be called partly paid. The remaining 40p could be ‘called’ by the company at a later date, meaning the shareholder would then have to pay it."

So we would be talking about: "Purchase of partly paid shares in a recently set up (or startup) US corporation." (ignoring the part about the loan).

But I repeat, I could have got the wrong end of the stick - some context would be great.


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Note added at 2 hrs (2015-11-19 16:21:50 GMT)
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By the way, the answer given above is not a direct translation of the term "obbligo di apporto nella società", it's an alternative way of describing the situation.

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Note added at 2 hrs (2015-11-19 16:54:12 GMT)
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OK - I see i have indeed got the wrong end of the stick! Apologies..

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Note added at 21 hrs (2015-11-20 11:51:23 GMT)
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looking at the other question, I would now suggest: "obligation to further contribute to company funds by means of a non-interest bearing shareholder loan" or something similar
Example sentence:

With partly paid shares, the company receives some consideration for the shares but less than the nominal amount

Reference:

http://www.investopedia.com/ask/answers/073015/what-difference-between-calledup-share-capital-and-paidup-share-capital.asp

Note from asker:
Thanks for the input, but they are definitely paying full value
Peer comment(s):
disagree Giovanni Pizzati (X) : no partly payments are quoted in this text.
4 min
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