CORPORATE | The incorporated company may undergo judicial liquidation

On 25 March 2024, the Italian Supreme Court issued its order in case No. 14414, ruling once more on the controversial issue of the possible subjection to court-supervised liquidation (“liquidazione giudiziale”) of a company incorporated into another as a result of a merger.

In its Order, the Court confirmed its previous case lay (Supreme Court No. 21970/2020), ruling in favour of the eligibility for court-supervised liquidation of a company incorporated by merger and, therefore, rejecting the appellant position, who claimed that the verification as to whether the conditions for court-supervised liquidation are met should take into account the financial and asset situation of the incorporating company (and not that of the incorporated company).

The Court interprets Article 10 of the Bankruptcy Law as a (non-special) provision of law that subjects to bankruptcy proceedings companies that have been extinguished as a result of incorporation, merger or total demerger, within one year from their cancellation from the Italian Register of Companies.

Newsletter n. 99 – August/September 2024