Company Liquidation in Italy and Corporate Changes for Owners Abroad

Largely, yes. A member who does not attend signs a power of attorney abroad before a notary or consul, with an apostille or legalisation and a sworn Italian translation. The members' resolution to dissolve still needs a notarial minute, attended in person or by the attorney; we do not promise attendance by videoconference.

No statutory total exists. The liquidator's appointment is registered within 30 days of acceptance, the final accounts can only follow that entry, then 90 days run for complaints unless the members approve the accounts unanimously, which allows cancellation at once. If nobody files, the Register cancels ex officio at 95 days. The liquidation itself decides the rest.

Each Register filing carries EUR 65 stamp duty plus a chamber fee: EUR 90 for the dissolution, EUR 60 plus the OIC contribution for the final accounts, and EUR 90 for the cancellation request (Romagna chamber table of 27.01.2026). The notary's own fee has no official scale, and the registration tax on the minute is not stated here.

It depends on the route (a sale of quotas, a change or a liquidation), on how many acts and filings it takes, on whether members sign from abroad, and on how much the liquidation has to collect and pay. The state charges are itemised on this page; our own fee is on request.

In civil law, yes. But unpaid creditors can still claim against the members up to what each received under the final accounts, and against the liquidators if non-payment was their fault. For tax and social contributions the extinction takes effect only 5 years after the cancellation request (Art. 28(4) D.Lgs. 175/2014).

Yes, if assets went to the members before the company's taxes were paid. Members who received assets in the liquidation, or in the two tax periods before it, answer up to the value they received (Art. 28(5) D.Lgs. 175/2014; Art. 36 D.P.R. 602/1973). The rule turns on paying the tax debts before any assignment.

It stays registered. The annual chamber fee keeps running, and a dormant capital company is dissolved without liquidation only after 5 consecutive years without filed accounts plus a second condition that a recent S.r.l. does not meet (Art. 40 D.L. 76/2020). Abandoning the company does not close it.

Both are lawful exits with different conditions: a sale keeps the company alive under new members, a liquidation ends it and leaves a 5-year tax tail. This page does not compare them on tax, which depends on the company and its members. We set out the conditions of each for your case in a conversation.

Yes. The members can revoke the liquidation by an extraordinary resolution, which is filed with the Register within 30 days. It takes effect at once if all creditors consent or are paid; otherwise it takes effect 60 days after registration (Art. 2487-ter c.c.).

There are two routes: a deed whose signatures a notary authenticates, or a deed with digital signatures filed by an authorised intermediary (Art. 36(1-bis) D.L. 112/2008). Either way it is filed within 30 days and binds the company from the filing. State charges: EUR 15 through the notary, EUR 65 on the filing, a EUR 90 chamber fee.

A move of the registered office to another municipality and any amendment of the deed or statute, such as the name, the object or the capital, need a members' resolution minuted by a notary (Art. 2436 c.c.). A move within the same municipality and a change of directors are filed by the directors without a deed.

The members decide the appointment, and the new directors apply for registration within 30 days of notice of it (Art. 2383(4) c.c.). The filing costs EUR 65 stamp duty and a EUR 90 chamber fee. A new sole or managing director also registers a personal PEC distinct from the company's (D.L. 159/2025 Art. 13(3)).

Yes, by a notarial minute. An increase cannot be carried out while earlier contributions are unpaid (Art. 2481(2) c.c.). A real reduction is executed only 90 days after the resolution is entered in the Register, a window for creditors. Losses above one third of the capital oblige the directors to call the members without delay (Art. 2482-bis c.c.).

An S.r.l.s. becomes an ordinary S.r.l. when a legal person acquires a quota or the capital reaches EUR 10,000, and it drops semplificata from its name (MIMIT opinion of February 2016). A partnership converts by notarial deed with the new statute and, where needed, an expert valuation report, filed by the notary within 30 days (Art. 2500-ter c.c.).

It is the phase between a cause of dissolution (Art. 2484 c.c.) and the company's cancellation from the Register of Companies. The members put the company into liquidation and appoint liquidators, who replace the directors once registered, settle the debts and file the final accounts before the company is struck off.