Cash Pooling Agreement Traduzione
In summary, the movements of each current account are reimbursed, on behalf of the group companies, on behalf of the parent company (daily, weekly or monthly) on the current account concerned on behalf of the parent company or parent company. The reason for this contract is that the centralization of financial resources will allow the company to optimally manage the cash flows of the various entities of the group and to grant ad hoc financing (on affordable terms) to other companies. Therefore, the proper management of cash-pooling cannot ignore, when determining the company`s revenues, a precise contractual regulation of internal relations within the group for the precise legal qualification of the agreements and the resulting tax treatment. Legal qualification of the cash-pooling contractThe cash pooling contract falls under the category of atypical contracts (e.g. Article 1322 quater.c) and can be defined as an agreement entered into independently by all members of a group with the same company (the parent company) that acts as “Treasury Center” and is responsible for managing a “centralized” performance account on which the balances of each member`s peripheral performance accounts are paid. The complexity and diversity of the instrument concerned do not make it easy to equate this type of agreement with a particular contract case; Although the doctrine, almost unanimously, attributes the contract in question to some form of non-bank performance account, part of it does not agree with this re-enactment. Authors who have highlighted the different nature of bank account cash-pooling frame the contract in question as a combination of elements of the current account contract and elements specific to financing contracts, for which the mixed case and the common case are explicitly identified in the management of the group`s fund. The fact that the assimilation of cash pooling into the account contract does not seem appropriate gives food for thought. In Section 1823, the Civil Code defines the current account as “the contract by which the parties undertake to enter into an account the receivables resulting from reciprocal transfers, as they are not available for inescapable and until the close of the account.” It is therefore a contract that must allow the parties who are mutually creditors for some cases and the debtors for others to manage their debts uniformly. Thanks to the current account, the parties will be able to count by the difference in their positions, by compensating their respective loans and debts. It is clear that, in the Scheme established by the Civil Code, the current account contract is an instrument for managing credits that come from an underlying relationship.
In other words, any claim in the invoice has its origin and causal justification in a relationship that has been established between the parties and differs from that of the current account. It is precisely from the basis of causation that the aforementioned elements of the treaty have led the dominant doctrine to classify the current account within the framework of regulatory contracts aimed at regulating future relations and possible relations between the parties on the basis of other legal acts. In this brief reference to certain aspects of the current account, it should be noted that the type of cash pooling appears different, not because it does not have the account closing elements for non-banks, but because, as mentioned, it unquestionably adds the typical elements of a cash credit that is implemented by transferring resources from each account from the periphery to the centrally managed current account managed by the pool. In this sense, the causal basis of the shop is no longer, as in the case of simple non-bank current account contracts, the management of the relationships that may arise between the parties in the context of other legal acts, but that of the Ministry of Finance, in order to compensate, albeit temporarily, the liquidity defaults of some participants with the availability of other parties. to avoid or reduce the use of bank debt. It is therefore undeniable that in this case, although with side effect, there is a financing operation in favour of the group`s companies whose account is binding