With the provisions that entered into force as of 1 January 2004, the dissolution of companies with share capital is governed by new rules.
A company may be dissolved because: its term of duration has expired, the corporate aims have been achieved or circumstances have set in that make it impossible to achieve them, the shareholders’ meeting cannot or will not function, the share capital has dropped to values below the minimum legal requirements (but the company may decide to reconstitute the share capital or become a different type of company that is compatible with the amount of capital available to it), the meeting resolves to dissolve the company, and for other causes envisaged in the Memorandum of Association and, finally, in rather special cases linked to the withdrawal of partners.
When such events occur, they produce typical effects on the corporate bodies, on the company and on the shareholders. Such effects become operative from the date in which the statement dissolving the company is issued by the administrative body, or from the date when the decision taken by the shareholders’ meeting to voluntarily wind up the company, is registered with the Register of Companies. The dissolution, which is immediately effective vis-à-vis the corporate bodies as soon as they are informed and vis-à-vis third parties after the members of the administrative body have fulfilled specific obligations consisting in verification and disclosure, has the effect of placing the company in a state of liquidation. In the cases envisaged by numbers 1), 2), 3), 4) and 5) of paragraph 1 of Article 2484 of the Civil Code, the decision of the shareholders to appoint liquidators may be adopted even before the date of registration with the Register of Companies of the statement issued by the directors in which they ascertain the cause for the winding up of the company. However the decision to appoint liquidators will produce its effects only after the statement of ascertainment of the liquidation of the company and the decision to appoint the liquidators have both been registered with the Register of Companies. The liquidation procedure is compulsory for companies with share capital even in the case in which there are no assets or liabilities to be liquidated. Directors who continue corporate activities ignoring the requirements of the law expose themselves to very serious responsibilities.
The state of liquidation can be annulled through a decision to be adopted with a majority vote in order to amend the Memorandum of Association and the bylaws. This can be done only if the causes for the dissolution of the company have ceased to exist. The advice of a professional is desirable in order for this decision to be formally correct and effective.
Seek the professional advice of your notary public who will suggest what actions be adopted in order to at dissolve the company in the correct way. This will protect you from incurring further costs and liability towards third parties.