Italy Update: Liability of Shareholders, Following the Removal of the Company from the Register of Companies

Court of Cassation, judgment no. 10752/2023

For corporations, the new art. 2495, paragraph 3, of the Italian Civil Code, provides that “after the cancellation, unsatisfied social creditors can assert their receivables against the shareholders, up to the amount of the sums collected by them on the basis of the final liquidation balance sheet”.

In other words, the legislature intended to outline an inheritance mechanism, transferring the unliquidated debts of the company extinguished to the shareholders, subject to the limit of liability in the same rule indicated. Consequently, in order for the shareholder of the capital company to be obliged to respond to the unsatisfied social creditor, it is necessary that the creditor himself proves the distribution of the assets and the collection of a share thereof by the shareholder on the basis of the final liquidation balance sheet.

By Quorum, Italy, a Transatlantic Law International Affiliated Firm.

For further information or for any assistance please contact italy@transatlanticlaw.com

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