Società benefit e Impresa sociale: tertium non datur?

This study focuses on two different types of legal institutes, marked by the particular label and the organization, where the corporate purpose and object are intertwined between profit and non-profit. We are talking about the social enterprise and the benefit corporation. Because of the hybridization of the traditional corporate purpose, somebody considered outdated the article 2247 of the Civil Code. Therefore, private individuals could use a company as they wish. But, if you examine the article 41 of our Constitution and the other legal rules, you can understand that both social enterprise and benefit corporation are to be considered as special regulations, in other words they are exceptions to the lucrative model. Specifically, they are labels that identify these organizations as peculiar market operators, in which the coexistence of the selfish and altruistic purpose is differently coordinated. Indeed, the social enterprise is a Third Sector company, although it can produce profits in some cases. However, this model mainly pursues social utility, like its organizational rules show. Otherwise, some few rules of the stability law 2016 introduced benefit corporation, that is a lucrative or cooperative company but it can be close to the Third Sector too. This hybridization of purpose is really highlighted, consequently it can be divided into two types of models, because of this peculiar double causal nature: on one side, these two aims are hierarchically organized, so the traditional lucrative or cooperative purpose is the first and most important goal than the altruistic ones. So, this organization needs to increase only the business of the company and its profits. On the other side, there is an alternative model where these two different aims are are on the same level. In this case, the statute company includes a specific activity where there is a profit and a non-profit purpose. This kind of company, named strong benefit corporation, is the object of my work and it is compared not only with the first type of benefit corporation, but also with the social enterprise. First of all, I demostrated that managers cannot create a similar company without a specific will of the partners and only in this case the dissenting partners have the right of withdrawal. Later, the comparison between the benefit corporation and the social enterprise was useful to understand if there are principles and rules of the social enterprise that can be used to solve regulatory problems in the management, stakeholder participation and tax regime of the benefit company.