On 21 April 2023, the highest Italian Court (Corte di cassazione) issued its decision No. 10752/2023 (now published) holding that shareholders are liable for the debts of the dissolved company. If the extinction of a company as a result of its cancellation from the commercial register does not entail the extinction of all its legal relations, a succession-type phenomenon occurs, whereby the company's obligation is transferred to the shareholders, who are liable for it to the extent of the amounts collected upon liquidation or to an unlimited extent, depending on whether they were liable to a limited or unlimited extent for the company's debts prior to the extinction. In order for shareholders to be liable to an unsatisfied corporate creditor, the creditor in question must prove the distribution of the assets and the collection of a portion of them by the shareholder on the basis of the final liquidation balance sheet. Click here for more information.
riginally published July 2023
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