Studio Legale Pistone

INDENNITA’ DI FINE RAPPORTO AGENTI DI COMMERCIO:CRITERI DI CALCOLO

INDENNITA' DI FINE RAPPORTO

SOMMARIO

Una breve guida realizzata dallo Studio Legale Pistone sui metodi di calcolo delle Indennità di fine rapporto nei contratti di AGENZIA.

La materia è regolata sia dal Codice Civile che dagli Accordi Economici Collettivi di Settore.

L’ Avv. Alessio Pistone ha realizzato questo vademecum per consentire a tutti gli Agenti di capire come funziona il complesso meccanismo delle indennità di fine rapporto e i casi in cui queste spettano.

Solo un Avvocato specializzato in contratti di Agenzia è in grado di conoscere tutte le complesse procedure per far si che l’Agente di commercio possa reclamare e ottenere esattamente tutto quello che gli spetta. 

Indennità di fine rapporto quando spettano e come si calcolano

Gli AEC Commercio 2009 (nel testo definitivo del 10.3.2010) e Industria 2014 (e prima ancora Industria 2002), come è noto suddividono l’indennità di fine rapporto spettante all’Agente in tre diversi emolumenti:

  1. L’indennità di risoluzione del rapporto (FIRR);
  2. L’indennità suppletiva di clientela (ISC);
  3. L’indennità meritocratica (IM).

a) L’indennità di risoluzione del rapporto viene accantonata ogni anno dal Preponente (in un periodo compreso tra il 1° ed il 31° marzo dell’anno successivo rispetto a quello in cui vengono liquidate le provvigioni all’Agente) nel c.d. Fondo Indennità Risoluzione Rapporto (F.I.R.R.) costituito presso la Fondazione Enasarco.

Tale indennità viene materialmente erogata dall’Enasarco all’Agente sempre, indipendentemente da eventuali incrementi di clientela o fatturato, tranne due ipotesi previste però soltanto dall’A.E.C. Industria del 2014.

Infatti, a seguito della riscrittura definitiva intervenuta l’1 marzo 2010, l’A.E.C. Commercio prevede che il F.I.R.R. sia sempre dovuto all’Agente, anche in caso di recesso per giusta causa da parte del Preponente ed anche in caso di contratti di agenzia a tempo determinato.

Pertanto, a far data da aprile 2010, sono venute meno le cause di mancato riconoscimento delle somme FIRR presenti nel testo previgente del 16.2.2009, ovvero: a) ritenzione indebita da parte dell’Agente di somme di spettanza del Preponente; b) concorrenza sleale o, per i monomandatari, violazione di esclusiva.

L’A.E.C. Industria del 2014, al contrario, ha riproposto le medesime due cause di esclusione del F.I.R.R. presenti nell’A.E.C Commercio 2009, nella stesura antecedente alle modiche del 1° marzo 2010, e nell’A.E.C. Industria 2002; in tali ipotesi sopradescritte, pertanto, la Preponente attiverà la procedura per il riaccredito a proprio favore delle somme già accantonate al Fondo stesso.

Ecco perché in tali ipotesi diventa importante per l’Agente, con l’assistenza di uno Studio Legale specializzato in materia, dapprima impugnare in via stragiudiziale il recesso per giusta causa intimato dalla Preponente e fondato sulla sussistenza di uno dei due motivi sopra citati e, successivamente, depositare ricorso giudiziale innanzi al Giudice del Lavoro, trasmettendone immediatamente copia alla Fondazione Enasarco; in tal modo quest’ultima non potrà procedere al riaccredito delle somme FIRR in favore della mandante ma dovrà attendere obbligatoriamente l’esito del giudizio.

Il calcolo del contributo FIRR viene effettuato a scaglioni, con differenti aliquote in rapporto alle provvigioni e in base a determinati parametri: provvigioni liquidate nell’anno solare precedente, tipologia (monomandatario o plurimandatario) e mesi di durata del mandato; quando il rapporto comincia nel corso dell’anno solare gli scagioni sono ridotti in proporzione ai mesi di durata del rapporto nell’anno solare stesso.

L’obbligo per la Preponente di accantonamento presso l’Enasarco si interrompe alla data di chiusura del mandato, pertanto il FIRR relativo all’anno della cessazione va liquidato dalla Preponente direttamente all’Agente.

La liquidazione del FIRR all’Agente, ad eccezione delle ipotesi sopra menzionate, è automatica, nel senso che una volta che il Preponente abbia comunicato la cessazione del rapporto, l’Enasarco dovrà provvedere al pagamento di quanto dovuto all’Agente; qualora il Preponente non provveda ad effettuare la dovuta comunicazione, l’Agente potrà attivarsi direttamente inviando all’Ente di Previdenza apposita richiesta.

b) L’indennità suppletiva di clientela, viene erogata direttamente dalla Preponente all’Agente all’atto dello scioglimento del contratto, anche dei contratti a termine, in aggiunta all’indennità di risoluzione del rapporto (F.I.R.R.).

Tale indennità non è dovuta se il contratto si scioglie ad iniziativa della Preponente per un fatto imputabile all’Agente e se a recedere sia volontariamente l’Agente, eccezion fatta per le seguenti ipotesi (sempre che si verifichino dopo che il rapporto sia durato almeno un anno):

– recesso per giusta causa dell’Agente fondato su gravi inadempimenti della Preponente;

– recesso dell’Agente per invalidità permanente o totale;

– recesso dell’Agente per infermità e/o malattia che non consentano la prosecuzione del rapporto;

– recesso dell’Agente per conseguimento della pensione di vecchiaia o vecchiaia anticipata Enasarco o per conseguimento della pensione di vecchiaia o anticipata Inps.

Tale indennità viene computata sull’ammontare globale delle provvigioni corrisposte o comunque dovute fino alla cessazione del rapporto; ne sono pertanto escluse quelle corrisposte o maturate dopo. L’A.E.C. industria 2014, così come già l’A.E.C. industria 2002, vi comprende anche le “altre somme”; l’A.E.C. commercio 2009/2010 le somme “a titolo di rimborso o concorso spese e di premio”.

Gli A.E.C. prevedono un sistema a scaglioni che varia a seconda dell’anzianità di servizio. In particolare l’A.E.C settore commercio 2009/2010 prevede le seguenti aliquote:

– 3% sulle provvigioni maturate nei primi tre anni di durata del rapporto di agenzia;

– 3,50% sulle provvigioni maturate dal quarto al sesto anno compiuto;

– 4% sulle provvigioni maturate negli anni successivi;

L’A.E.C settore industria 2014 ripropone il medesimo sistema di calcolo dell’A.E.C. industria 2002, ovvero:

– 3% sull’ammontare globale delle provvigioni e delle altre somme maturate;

– 0,50% aggiuntivo sulle provvigioni maturate dal quarto anno (nel limite massimo annuo di € 45.000,00 di provvigioni);

– ulteriore 0,50% aggiuntivo sulle provvigioni maturate dopo il sesto anno compiuto (nel limite massimo annuo di € 45.000,00 di provvigioni).

La somma del F.I.R.R. e dell’indennità suppletiva di clientela non incorre nel limite massimo previsto dall’art. 1751, 3° comma, codice civile (media provvigionale annuale), e quindi sono dovute anche se superano tale limite, separatamente o congiuntamente.

d) Il terzo emolumento spettante all’Agente è l’indennità meritocratica (in realtà nell’A.E.C. industria non viene espressamente così denominata ma bensì considerata come una aggiunta all’indennità suppletiva di clientela) che, analogamente a quanto previsto dall’art. 1751 codice civile, viene erogata soltanto se vi è stato un apporto e sviluppo di clientela e se sussistono sostanziali vantaggi per il Preponente derivanti dagli affari con tali clienti.

Come l’indennità suppletiva di clientela, l’indennità meritocratica non è dovuta se il contratto si scioglie ad iniziativa della Preponente per un fatto imputabile all’Agente e se a recedere sia volontariamente l’Agente, eccezion fatta per le seguenti ipotesi (sempre che si verifichino dopo che il rapporto sia durato almeno un anno):

–  recesso per giusta causa dell’Agente fondato su gravi inadempimenti della Preponente;

–  recesso dell’Agente per invalidità permanente o totale;

– recesso dell’Agente per infermità e/o malattia che non consentano la prosecuzione del rapporto;

– recesso dell’Agente per conseguimento della pensione di vecchiaia o vecchiaia anticipata Enasarco o per conseguimento della pensione di vecchiaia o anticipata Inps.

– cessione da parte dell’Agente ad un terzo dei diritti e degli obblighi derivanti dal contratto di agenzia (tale ipotesi è prevista unicamente dall’A.E.C. Commercio 2009/2010).

L’importo dell’indennità meritocratica in ogni caso non può essere superiore alla differenza tra l’ammontare massimo previsto dall’art. 1751, 3° comma, codice civile, e la somma di F.I.R.R. e indennità suppletiva di clientela.

Per ciò che concerne i metodi di calcolo essi sono diversi a seconda dell’A.E.C. di riferimento:

1) Metodo di calcolo A.E.C. industria 2002

Per prima cosa occorre calcolare il “valore reale dell’incremento della clientela e/o del fatturato” da parte dell’Agente e a tal fine si considera il volume complessivo dei guadagni provvigionali e di ogni altro compenso percepito dall’Agente.

Il valore dell’incremento si determina in base alla differenza tra i guadagni complessivi risultanti dalle ultime quattro liquidazioni trimestrali e quelli risultanti dalle prime quattro liquidazioni rivalutate.

A questo punto occorre calcolare un secondo valore denominato “tasso reale di incremento” che si determina commisurando percentualmente all’importo rivalutato delle prime quattro liquidazioni trimestrali il valore differenziale calcolato come sopra.

Esauriti i due precedenti passaggi, si applica al valore reale dell’incremento che abbiamo ottenuto una determinata aliquota crescente dall’1% al 7% in base al tasso di incremento reale:

– 1% sul valore reale di incremento, se il tasso reale di incremento è inferiore al 100%

– 2% sul valore reale di incremento, se il tasso reale di incremento è superiore al 100%

– 3% sul valore reale di incremento, se il tasso reale di incremento è superiore al 150%

– 4% sul valore reale di incremento, se il tasso reale di incremento è superiore al 200%

– 5% sul valore reale di incremento, se il tasso reale di incremento è superiore al 250%

– 6% sul valore reale di incremento, se il tasso reale di incremento è superiore al 300%

– 7% sul valore reale di incremento, se il tasso reale di incremento è superiore al 350%

Un esempio chiarirà meglio la procedura:

  • provvigioni ultime 4 liquidazioni trimestrali = € 65.000
  • provvigioni prime 4 liquidazioni trimestrali rivalutate = € 30.000
  • valore reale di incremento (differenza) = € 35.000
  • tasso reale di incremento = 117%
  • aliquota = 2%
  • indennità meritocratica = € 700

In luogo delle provvigioni le parti di comune accordo possono decidere di assumere come base di calcolo per la determinazione del tasso reale di incremento il fatturato rivalutato sul quale sono state conteggiate le prime quattro liquidazioni trimestrali e il fatturato sul quale sono state calcolate le ultime quattro liquidazioni trimestrali.

Se il rapporto di agenzia ha avuto una durata superiore ai cinque anni, il valore annuo iniziale da prendere in considerazione per l’individuazione sia del valore reale di incremento sia del tasso di incremento verrà determinato in base alla media annua delle provvigioni (o del fatturato in caso di accordo in tal senso) di competenza dell’Agente nei primi due anni di durata del rapporto (otto liquidazioni trimestrali) con la rivalutazione Istat. Il valore annuo finale sarà determinato sulla base della media annuale delle provvigioni (o del fatturato in caso di accordo in tal senso) di competenza dell’Agente negli ultimi due anni di durata del rapporto (otto liquidazioni trimestrali).

Se il rapporto di agenzia ha avuto una durata superiore a dieci anni, il valore annuo iniziale da prendere in considerazione per l’individuazione sia del valore reale di incremento sia del tasso di incremento verrà determinato in base alla media annua delle provvigioni (o del fatturato in caso di accordo in tal senso) di competenza dell’Agente nei primi tre anni di durata del rapporto (dodici liquidazioni trimestrali) con la rivalutazione Istat. Il valore annuo finale sarà determinato sulla base della media annuale delle provvigioni (o del fatturato in caso di accordo in tal senso) di competenza dell’Agente negli ultimi tre anni di durata del rapporto (dodici liquidazioni trimestrali).

2) Metodo di calcolo A.E.C. Commercio 2009/2010

* Per prima cosa si calcola la percentuale di incremento di fatturato, secondo una tabella di seguito indicata che correla il sistema di calcolo alla durata del contratto di agenzia, stabilendo a seconda dello scaglione una comparazione tra un certo fatturato iniziale della zona o dei clienti affidati all’Agente (inteso come volume delle vendite effettuate dalla casa mandante nella zona o per la clientela affidata all’Agente ed il corrispondente fatturato finale.

Tabella:

Durata del rapportoValore inizialeValore finale
Per il primo anno di durata del rapportoMedia del fatturato dei primi 3 mesiMedia del fatturato degli ultimi 3 mesi
Per il secondo anno di durata del rapportoMedia annua del volume del fatturato dei primi 2 trimestriMedia annua del volume del fatturato degli ultimi 2 trimestri
Per il terzo anno di durata del rapportoMedia annua del volume del fatturato dei primi 3 trimestriMedia annua del volume del fatturato degli ultimi 3 trimestri
Dall’inizio del quarto anno al compimento del sesto anno di durata del rapportoMedia annua del volume del fatturato dei primi 8 trimestriMedia annua del volume del fatturato degli ultimi 8 trimestri
Dall’inizio del settimo anno al compimento del nono anno di durata del rapportoMedia annua del volume del fatturato dei primi 12 trimestriMedia annua del volume del fatturato degli ultimi 12 trimestri
Dall’inizio del decimo al compimento del dodicesimo anno di durata del rapportoMedia annua del volume del fatturato dei primi 16 trimestriMedia annua del volume del fatturato degli ultimi 16 trimestri
Oltre il dodicesimo anno di durata del rapportoMedia annua del volume del fatturato dei primi 20 trimestriMedia annua del volume del fatturato degli ultimi 20 trimestri

* A questo punto si correla la percentuale sopra individuata alla durata del contratto di agenzia e si ottiene così la percentuale di calcolo dell’indennità meritocratica rispetto al valore massimo determinato ex art. 1751, codice civile, 3° comma, secondo la seguente tabella:

DURATA DEL RAPPORTO% DI INCREMENTO DEL FATTURATO% DI INDENNITA’ RISPETTO AL VALORE MASSIMO DETERMINATO IN APPLICAZIONE DELL’ART. 1751 CODICE CIVILE (DA CUI SOTTRARRE INDENNITA’ F.I.R.R. E INDENNITA’ SUPPLETIVA DI CLIENTELA
Fino a 12 mesi (1° anno)Da 0 a 5%
Da 5 a 30%25%
Da 30 a 60&30%
Da 60 a 150%40%
Oltre il 150%100%
Da 12 a 24 mesi (2°anno)Fino a 30%30%
Da 30 a 60%35%
Da 60 a 150%40%
Oltre il 150%100%
Da 24 a 36 mesi (3°anno)Fino a 30%35%
Da 30 a 60%40%
Da 60 a 150%45%
Oltre il 150%100%
Da 36 a 48 mesi (4° anno)Fino a 30%40%
Da 30 a 60%45%
Da 60 a 150%50%
Oltre il 150%100%
Da 48 a 60 mesi (5° anno)Fino a 30%45%
Da 30 a 60%50%
Da 60 a 150%55%
Oltre il 150%100%
Da 60 mesi in avantiFino a 30%50%
Da 30 a 60%55%
Da 60 a 150%60%
Oltre il 150%100%

* Infine si applica la percentuale sopra specificata al valore massimo ex art. 1751 codice civile e dalla somma così ottenuta si sottraggono l’indennità F.I.R.R. e indennità suppletiva di clientela, ricordandoci di verificare che l’indennità così calcolata non sia superiore alla differenza tra la somma di indennità F.I.R.R. e indennità suppletiva di clientela ed il valore massimo previsto dall’art. 1751 codice civile.

3) Metodo di calcolo A.E.C. Industria 2014

Sono previste sei fasi:

3.1. Per prima cosa occorre individuare il valore dell’incremento della clientela e/o del giro d’affari prendendo in considerazione il volume complessivo dei guadagni provvigionali e di ogni altro compenso percepito dall’Agente; detto valore si determina calcolando la differenza:

– tra i guadagni complessivi risultanti dalle ultime quattro liquidazioni trimestrali e quelli risultanti dalle prime quattro liquidazioni trimestrali rivalutate, nel caso di rapporti di agenzia che all’atto di cessazione del rapporto siano in corso da meno di 5 anni;

– tra i guadagni complessivi risultanti dalle ultime otto liquidazioni trimestrali e quelli risultanti dalle prime otto liquidazioni trimestrali rivalutate, nel caso di rapporti di agenzia che all’atto di cessazione del rapporto siano in corso da più di 5 anni;

– tra i guadagni complessivi risultanti dalle ultime dodici liquidazioni trimestrali e quelli risultanti dalle prime dodici liquidazioni trimestrali rivalutate, nel caso di rapporti di agenzia che all’atto di cessazione del rapporto siano in corso da oltre 10 anni.

3.2. A questo punto si individua il c.d. “periodo di prognosi”, che serve a stimare il periodo durante il quale la Preponente continuerà a trarre vantaggi dall’attività del proprio Agente; tale valore si determina in base alla seguente tabella:

TIPOLOGIAPERIODO DI PROGNOSI (Anni di proiezione)
Agente monomandatario con durata inferiore o uguale a 5 anni2,25
Agente monomandatario con durata superiore a 5 anni ed inferiore o uguale a 10 anni2,75
Agente monomandatario con durata superiore a 10 anni3,25
Agente plurimandatario con durata inferiore o uguale a 5 anni2,00
Agente plurimandatario con durata superiore a 5 anni ed inferiore o uguale a 10 anni2,50
Agente plurimandatario con durata superiore a 10 anni3,00

3.3 Fatto ciò, si determina il c.d. “tasso di migrazione” della clientela, in base alla seguente tabella:

TIPOLOGIAPERIODO DI PROGNOSI (Anni di proiezione)
Agente monomandatario con durata inferiore o uguale a 5 anni15%
Agente monomandatario con durata superiore a 5 anni ed inferiore o uguale a 10 anni20%
Agente monomandatario con durata superiore a 10 anni35%
Agente plurimandatario con durata inferiore o uguale a 5 anni17%
Agente plurimandatario con durata superiore a 5 anni ed inferiore o uguale a 10 anni22%
Agente plurimandatario con durata superiore a 10 anni37%

Adesso occorre sottrarre, per il primo anno del periodo di prognosi il citato tasso di migrazione dal valore dell’incremento delle provvigioni dell’Agente di cui al punto 3.1. Per gli anni successivi del periodo di prognosi, il tasso di migrazione deve essere sottratto dal valore determinato per l’anno di prognosi precedente. Si sommano i risultati così ottenuti.

3.4 L’importo così ottenuto deve essere forfetariamente diminuito di una percentuale pari al (i) 10% per i contratti di agenzia di durata inferiore o uguale a 5 anni; (ii) 15% per i contratti di agenzia di durata superiore a 5 anni e pari o inferiore a 10 anni; (iii) 20% per i contratti di agenzia di durata superiore a 10 anni.

3.5. L’indennità meritocratica calcolata in base ai precedenti punti viene confrontata con il valore massimo previsto dal 3° comma dell’art. 1751 del codice civile, vale a dire la media annua delle provvigioni negli ultimi 5 anni di durata del rapporto, oppure nel periodo lavorato se la durata del rapporto è stata inferiore a 5 anni. Qualora l’importo calcolato ecceda il tetto massimo, l’indennità sarà pari a quest’ultimo.

3.6. Infine, all’indennità meritocratica si sottraggono gli importi dell’indennità F.I.R.R. e dell’indennità suppletiva di clientela.


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