Management of Family Real Estate Assets in Successions

When a family's assets are held within a simple real estate company, the generational transfer phase is extremely delicate. In Milan, the use of this legal instrument as a family safe is widespread, but the resulting succession dynamics are often more complex than simply inheriting a property. As an expert lawyer in successions in Milan, Avv. Marco Bianucci understands that it is not just about applying codified rules, but about managing family dynamics and significant economic interests. The death of a partner, often the head of the family, opens up scenarios that require secure legal guidance to prevent the assets from being dispersed or becoming a source of irreconcilable disputes between heirs and surviving partners.

The Regulatory Framework: Article 2284 of the Civil Code

The regulation of simple companies, governed by the Civil Code, provides for specific mechanisms in the event of a partner's death. It is crucial to know that, unlike capital companies, in partnerships, the deceased partner's share does not automatically pass to the heirs. The general rule, established by Article 2284 of the Civil Code, provides that the partnership dissolves with respect to the deceased partner. This means that the heirs are initially entitled only to the liquidation of the share's value, i.e., a sum of money corresponding to the value of the deceased's participation at the time of death. However, the law allows for the parties' autonomy, providing three possible alternative scenarios: the liquidation of the share to the heirs, the early dissolution of the company, or the continuation of the company with the heirs themselves, provided there is consent from all surviving partners and the heirs.

The Bianucci Law Firm's Approach to Share Division

As a lawyer specializing in succession law in Milan, Avv. Marco Bianucci addresses these cases by always starting with a meticulous analysis of the partnership agreements. In fact, the articles of association of a simple company often contain continuation clauses (optional or mandatory) that can bind the choices of the heirs and the remaining partners. The Bianucci Law Firm's strategy focuses on protecting the value of the real estate assets and preventing litigation. The professional intervention aims to correctly value the real estate assets, often located in Milan's dynamic market, to ensure that the share liquidation is fair and reflects the real market value, not just the book value.

Should the objective be for the heirs to join the company, Avv. Marco Bianucci assists parties in renegotiating shareholder agreements and defining new governance balances. The goal is to transform a moment of potential crisis, such as the death of a partner, into an opportunity for efficient reorganization of family assets. The consultancy also covers the fiscal and tax aspects related to the transfer, ensuring that every step complies with current regulations and is sustainable for clients.

Frequently Asked Questions

What happens if the heirs do not want to join the simple company?

If there are no clauses in the articles of association that oblige the heirs to take over the deceased's position (mandatory continuation clauses), they have the full right to refuse to join the company. In this case, they will acquire the right to claim the liquidation of their share, which must be paid by the company or the surviving partners within six months of the partner's death, unless otherwise agreed.

How is the value of the share to be liquidated to the heirs calculated?

The value of the share must be determined based on the company's financial situation on the day the partnership dissolves. For a simple real estate company, this means that it is not sufficient to rely on historical or cadastral values of the properties; rather, an estimate of the actual market value of the assets at the time of succession opening is necessary, also taking into account liabilities and ongoing operations.

Is it possible for the surviving partners to decide to dissolve the company?

Yes, Article 2284 of the Civil Code provides that the surviving partners may opt for the dissolution of the company instead of liquidating the share to the heirs or continuing with them. In this circumstance, the phase of liquidating the entire company assets begins: company debts are paid, and the remaining surplus is distributed among the surviving partners and the heirs of the deceased partner in proportion to their respective shares.

What is the role of an expert succession lawyer in this phase?

A lawyer specializing in succession and corporate law has the task of analyzing the company's articles of association, verifying the presence of consolidation or continuation clauses, and mediating between opposing interests. The professional ensures that the valuation of the real estate is correct and that the heirs' rights are protected, preventing the liquidation from being undervalued or unduly delayed.

Request a Legal Consultation in Milan

Managing a succession involving shares in simple real estate companies requires technical expertise and negotiation skills. If you find yourself having to manage a withdrawal, liquidation, or succession in a family holding company, it is essential to proceed with the support of a qualified professional. Contact Avv. Marco Bianucci at the office located at Via Alberto da Giussano 26 in Milan for an in-depth assessment of your situation. Together, it will be possible to define the best strategy to protect your interests and preserve the value of your family's assets.