Navigation path


Share on 
	Share on Facebook
  
	Tweet it
  
	Share on google+
  
	Share on linkedIn
  
    
      E-mail
Set page to normal font sizeIncrease font size by 200 percentBookmark this pageChoose high-contrast version
Set page to normal font sizeIncrease font size by 200 percentBookmark this pageChoose high-contrast version

Italy

Winding up

Updated 11/2012

Legal requirements

The rules on the winding up of the company are contained in the Civil Code, Articles 2484-2496 cc, except as may be provided in the single statute of the company; and one will report to the special rules of the sector for the regulation of specific issues.

Types of dissolution

Voluntary liquidation

Article 2448 of the Civil Code states that joint stock companies, limited partnerships and limited liability companies may dissolve in the following cases:

  • company term expiry;
  • the company has already fulfilled or cannot fulfil its business 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 articles of incorporation or the bylaws of the company.
  • Hypothesis specifically provided for by Article 2473 and Article 2437-quater of the Civil Code, in case of withdrawal of one or more members.

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

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

The winding up procedure is governed by articles 2275-2283 and 2309-2312with regards to the partnership. The regulation, however, is not mandatory, since the winding up procedures can be freely determined by the shareholders in the shareholder agreement or at the time of dissolution.

Compulsory winding up

Compulsory winding up is a bankruptcy proceeding, to which certain categories of companies are subject. These can be both public (government-owned businesses) and private, subject to public scrutiny for their significant and economic social nature. In particular, the procedure is scheduled for banking companies, for companies that form part of a banking group, for insurance companies, for cooperatives and their consortia, for real estate brokerage companies, for asset management companies, investment companies with variable capital, fiduciary companies, auditing and centralized management of financial instruments.

The objective conditions for initiating the proceedings are:

  • bankruptcy,
  • Serious mismanagement,
  • breaches of laws or regulations,
  • in some cases, reasons of public interest can justify the suppression of the organisation.

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 company; starting with paying off all debts and ending with removing the name of the business from the Business Register.

Winding up, like bankruptcy, is developed through the stages of assessing the liabilities, the liquidation of assets and the allocation of the proceeds among the competing creditors, but it takes place in the administrative office, and with some differences in the formation of the liabilities.

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.

Applications must completed and submitted online using the Telemaco software.

In the near future, all main administrative tasks regarding the closing down of a business will be carried out through a unified online procedure, the Single notice (ComUnica).

For Telemaco users it is possible to find out more about this procedure using the software “ComUnica “.

Several Chambers of Commerce are testing the Single notice (ComUnica) (unified procedure).

Removal from the register

Once the final liquidation of the partners has been approved the partners have to use the services of the Notary, who will draw up the Winding-up document. Contrary to what is required for limited liability companies, in partnerships it is not necessary for the liquidators to proceed to the actual distribution of assets among the shareholders.

When the registrar's office notices certain circumstances which indicate the absence of social activity, it can, of it own motion, remove the business from its register. This refers precisely to: unavailability at the registered office, failure to perform acts of management for three consecutive years, lack of fiscal code, failure of recovery within six months, and the expiry of the term without tacit renewal.

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

  • the 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, recording this in the Business Register;
  • the AGM votes for dissolution. The liquidation and the appointment of a liquidator must be registered in the Business Register.

In any case, the appointment of the liquidators should be entered in Business Register within 30 days of the appointment.

For the purpose of removing a company from the Business Register, entrepreneurs must submit their application to the Chamber of Commerce jurisdiction. Administrative procedures vary according to the type of business and the nature of business activity carried out.

Other procedures

In partnerships, conducting a liquidation procedure is necessary to achieve dissolution of the company, while the observance of applicable laws is optional (eg, the shareholders may fail to appoint the liquidators because they are themselves responsible for defining relationships with third parties.

Help & advice

Help & advice

E-mail a business organisation near you

The EU runs a network (Enterprise Europe Network) of local business organisations in most European countries that may be able to help you.

Choose your country and town and enter your enquiry below.

Thank you, your message has been sent successfully.
Due to technical problems, your message could not been sent. Please try again later.

Country

Austria

Feldkirch

Graz

Innsbruck

Klagenfurt

Linz

Salzburg

Wien

Belgium

Antwerpen

Arlon

Brugge

Brussels

Charleroi

Gent

Hasselt

Leuven

Libramont

Liège

Mons

Namur

Nivelles

Bulgaria

Dobrich

Plovidiv

Ruse

Sandanski

Sofia

Stara Zagora

Vratsa

Yambol

Croatia

Osijek

Rijeka

Split

Varazdin

Zagreb

Cyprus

Nicosia

Czech Republic

Brno

Brno

Liberec

Ostrava

Ostrava

Pardubice

Plzen

Praha

Usti nad Labem

Denmark

Aalborg

Copenhagen

Herning

Kolding

Næstved

Viborg

Estonia

Tallinn

Finland

Helsinki

Oulu

Tampere

Turku

Vantaa

France

Amiens

Annecy

Aulnat

Besançon

Bordeaux

Bourg en Bresse

Caen

Cayenne

Chalons-en-Champagne

Chambéry

Dijon

Fort-de-France

Grenoble

Lille

Limoges

Lyon

Marseille

Marseille

Montpellier

Montpellier

Nancy

Nantes

Orléans

Paris

Pointe-à-Pitre

Poitiers

Privas

Rennes

Rouen

Saint-Denis

Saint-Etienne

Strasbourg

Toulouse

Valence

Germany

Berlin

Bremen

Bremenhaven

Chemnitz

Dresden

Düsseldorf

Erfurt

Frankfurt/Oder

Freiburg

Hamburg

Hannover

Kaiserslautern

Kiel

Konstanz

Leipzig

Magdeburg

Mannheim

Mülheim an der Ruhr

München

Potsdam

Reutlingen

Rostock

Saabrücken

Stuttgart

Trier

Ulm

Villingen-Schwenningen

Wiesbaden

Greece

Athens

Heraklion

Ioannina

Kavala

Kozani

Thessaloniki

Tripolis

Volos

Hungary

Budapest

Debrecen

Eger

Győr

Miskolc

Nyíregyháza

Pécs

Szeged

Székesfehérvár

Zalaegerszeg

Ireland

Dublin

Italy

Abruzzo

Aosta

Apulia

Ascoli Piceno

Basilicata

Bologna

Bologna

Cagliari

Calabria

Calabria

Campania

Catania

Florence

Genova

Gorizia

Milano

Molise

Naples

Palermo

Palermo

Perugia

Pesaro

Pisa

Pordenone

Ravenna

Rome

Rovereto

Sassari

Sicily

Terni

Torino

Trieste

Udine

Venezia

Venezia

Venezia

Latvia

Riga

Lithuania

Kaunas

Klaipėda

Vilnius

Luxembourg

Luxembourg

Malta

Pieta`

Netherlands

Den Haag

Nieuwegein

Norway

Ås

Oslo

Stavanger

Tromsø

Poland

Bialystok

Gdańsk

Kalisz

Katowice

Kielce

Konin

Kraków

Lublin

Lublin

Olsztyn

Opole

Poznań

Rzeszów

Szczawno-Zdrój

Szczecin

Toruń

Warsaw

Warsaw

Warsaw

Wroclaw

Zielona Góra

Łódź

Portugal

Aveiro

Braga

Coimbra

Évora

Faro

Funchal

Lisboa

Ponta Delgada

Porto

Romania

Arad

Bacau

Bucuresti

Cluj-Napoca

Constanta

Craiova

Galati

Iasi

Ramnicu Valcea

Timișoara

Slovakia

Bratislava

Prešov

Slovenia

Koper

Ljubljana

Maribor

Spain

Albacete

Alicante

Badajoz

Barcelona

Bilbao

Ciudad Real

Donostia- San Sebastian

Ferrol

Las Palmas de Gran Canaria

Llanera

Logroño

Madrid

Madrid

Murcia

Oviedo

Palma

Pamplona

Paterna (Valencia)

Santa Cruz de Tenerife

Santander

Santiago de Compostela

Sevilla

Toledo

Valencia

Valladolid

Vitoria- Gazteiz

Zaragoza

Sweden

Borlänge

Göteborg

Jönköping

Kramfors

Luleå

Malmö

Örebro

Östersund

Stockholm

Umeå

Västerås

Växjö

United Kingdom

Belfast

Bristol

Cambridge

Cardiff

Coventry

Inverness

London

Manchester

Newcastle

Yorkshire and Humber

Enter your message here *

* required field (you must enter data here)