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Winding up - Italy

Updated 07/2011

Legal requirements

The Italian Civil Code, the Social Contract and the Companies Act respectively govern how businesses are wound up.

  • Civil Code italiano

Types of dissolution

Voluntary liquidation

Article 2448 of the Civil Code states that stock companies, partnerships limited by shares and limited liability companies may be dissolved in the following cases:

  • company term expiry;
  • if the business has already fulfilled/cannot fulfil its purpose unless it specifically changes its statutes;
  • operations become impossible or remain inactive for a prolonged period of time;
  • capital falls below the legally required minimum;
  • Board decision;
  • other reasons listed in the Companies Act.

For partnerships, article 2272 of the Civil Code allows winding-up in the following cases:

  • company term expiry;
  • unanimous will of the partners;
  • partners who resign are not replaced within six months;
  • other causes listed in the Social Contract.

Compulsory winding-up

When filing for bankruptcy is the only option left for an entrepreneur, it pays to cut losses, initiate proceedings sooner rather than later and move on to a new business project.

When filing for bankruptcy is the only option left for a business owner, it pays to cut losses, initiate proceedings sooner rather than later, and move on to a new business project.

Administrative procedures

 Entrepreneurs and partners must follow various administrative procedures in order to wind up a business, starting with paying off all company debts and ending with removing the name of the business from the Business Register.

Winding-up application

Businesses must submit winding-up applications online using FedraPlus software. For the time being individuals still have to submit applications in paper form.

  • Download FedraPlus software (section: download software) italiano     Online government service
  • Complete handbook - FedraPlus software pdf [3 MB] italiano

Applications should be completed and submitted online using the Telemaco software.

  • Online applications - guide to online submission italiano
  • Electronic submission of files - Webtelemaco italiano             Online government service
  • Computerised submissions italiano
  • How to use the online services

In the near future, all main administrative tasks when closing down a business will be carried out online via a unified procedure known as the Comunicazione Unica.

  • “ComUnica” procedure italiano

Telemaco users can find out more about this procedure using “ ComUnica ” software.

  • ComUnica software italiano             Online government service
  • Guide to completion pdf [1 MB] italiano

Several chambers of commerce are testing the Comunicazione Unica (unified procedure).

Deregistration

Partners must use the services of a notary, who will draw up the dissolution document, and one or more liquidators to pay off the business's debts and loans.

The dissolution of a business must be recorded in the Business Register in one of the following manners:

  • company managers verify one of the causes of winding-up, then register the dissolution declaration in the business register. A shareholders' meeting must then appoint a liquidator and record this in the Business Register;
  • if the shareholders' meeting votes for dissolution, winding-up and the appointment of a liquidator, this too must be recorded in the Business Register.

The shareholders' meeting, convened either by management or by the court, appoints and instructs liquidators and must record these details in the Business Register within 30 days from their date of appointment.

In order to remove a business from the Business Register, owners must apply to the local chamber of commerce. Administrative procedures vary according to the type of business and the nature of the activity performed.

Other procedures

Once the liquidation process has been completed, liquidators must draw up and sign the final liquidation balance sheet and record this in the Business Register.

Partnerships can be wound up either without initiating liquidation or through liquidation and appointment of the liquidator.

Check also the legislation on this topic in:

  • References

    Legal texts

    • Civil code, Book 5 On Labour, (Title I “On regulating professional activities”) italiano

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