Dissolution of Companies and Succession Effects

The Court of Cassation, in its judgment No. 19641 filed last 21 September, has once again reaffirmed a principle already affirmed in a judgment of July 2018, namely that, in the event of the dissolution of a company, even if it is a limited liability company, its cancellation from the Companies Register entails a succession phenomenon and the assets (receivables, liquidity, assets, etc...) are transferred under undivided ownership among all the shareholders participating in the share capital at the date of cancellation. The principle is particularly worrisome because it is evidently also applicable, by analogy, to the transfer of the liabilities and debts resulting from the final liquidation balance sheet or of the debts and liabilities that may arise after the filing of the balance sheet in question to the participating shareholders at the date of cancellation.