CORPORATE | Liability of shareholders after dissolution of joint stock and limited liability companies

On 9 July 2024, the Italian Supreme Court issued its judgment No. 18720 stating that, in case of the dissolution of joint stock and limited liability companies (società di capitali), the relevant shareholders should succeed (i) to the debts that are not settled at the end of the liquidation and (ii) to the contingent assets.

The Court followed the broad interpretation of Article 2495, paragraph 3 of the Italian Civil Code, which provides that, after the dissolution of the company, corporate creditors may enforce their claims against the shareholders up to the amounts received by them on the basis of the final liquidation balance sheet.

In particular:

• the net assets (patrimonio netto) and provisions for risks and charges (fondo per rischi e oneri) relating to the dissolved company become co-owned by shareholders;
• the expression “amounts received by the shareholders” includes everything received by them (assets and/or other benefits);

and thus, the former shareholders become responsible for the company’s debts within the limits of such amounts.

Newsletter n. 99 – August/September 2024