company liquidation
Company Liquidation in Italy, from Resolution to Cancellation
The solvent voluntary liquidation of your group's Italian S.r.l. or S.p.A., prepared and sequenced. The notary receives the minute; the liquidator signs and files.
- Liquidator on the Register within 30 days of acceptance (Rome chamber, Art. 2487 c.c.)
- Final accounts: 90 days for complaints, none with a unanimous approval (Art. 2492 c.c.)
- Tax tail: 5 years from the cancellation request (Art. 28(4) D.Lgs. 175/2014, as in force in 2026)
- Solvent companies only: insolvency procedures sit outside this route (Art. 33 D.Lgs. 14/2019)
A notary minutes the resolution under cause 6, and always in an S.p.A.
Solvent voluntary liquidation of an Italian company
A solvent Italian S.r.l. or S.p.A. ends in three stages: dissolution (scioglimento), the winding-up (liquidazione) by a liquidator the members appoint, and cancellation (cancellazione) from the Register. The desk that sets up subsidiaries after the choice between a branch or a subsidiary in Italy and hands over ready-made Italian companies closes the ones a group no longer needs.
The route is for a company that can pay its debts; a company whose debts exceed its assets is outside this service. A judicial or controlled liquidation (liquidazione giudiziale, liquidazione controllata) can still be opened within one year of cancellation if the insolvency appeared before it or within that year (Art. 33 D.Lgs. 14/2019), so a voluntary liquidation is no shield.
When an Italian company is dissolved
The directors ascertain that a cause has occurred; the members put the company into liquidation and appoint the liquidator (Rome chamber of commerce, Arts. 2484 and 2487 c.c.).
The members decide to close
A members' resolution is one of the seven causes of Art. 2484 c.c. Under it a notary draws up the minute, and dissolution and appointment go in one filing.
The term ends, or the object is achieved or impossible
The company is dissolved unless the members, convened at once, amend the statute (Art. 2484 c.c.).
The capital is lost
Losses above one third: the directors call the members without delay (Art. 2482-bis c.c.). Below the legal minimum: reduce and raise the capital together, or convert, a step in restructuring an Italian company; otherwise dissolution (Art. 2482-ter c.c.).
Other causes
A members' meeting unable to function or continuously inactive, the withdrawal cases the Code lists, or a cause written into the deed (Art. 2484 c.c.).
When the capital is lost
Losses above one third of the capital
step 1
- Directors call the memberslawwithout delay, with a report on the financial position deposited at the seat at least eight days before (Art. 2482-bis c.c.)
Capital below the legal minimum
step 2
- The members must actlawreduce and raise, or convert; otherwise dissolution (Art. 2482-ter c.c.)
Three ways out
step 3, none ranked above another
- Reduce and raiseway outthe capital reduced and raised together to at least the legal minimum (Art. 2482-ter c.c.)
- Convertway outa change of form, the restructuring route (Art. 2482-ter c.c.)
- Dissolveway outdissolution under cause 4 of Art. 2484 c.c.
Exit routes compared
How a group ends or leaves an Italian company: who decides, the basis, the clock, the charge and what remains. No route is ranked.
| Route | Who decides; notary | Legal basis | The clock | State charge printed | What stays behind |
|---|---|---|---|---|---|
| Solvent voluntary liquidation | the members resolve and appoint the liquidator; a notary for the resolution under cause 6, and always in an S.p.A. | Arts. 2484, 2487, 2492, 2495 c.c. | liquidator registered within 30 days of acceptance; 90 days for complaints, none with a unanimous approval; ex officio cancellation 5 days after the 90 | EUR 65 stamp duty and EUR 90 fee per main filing (Romagna chamber, 2026 table); the annual chamber fee while registered | the five-year tax tail, liquidators' and members' liability, creditors' claims, the one-year insolvency window |
| Sale of the quotas (S.r.l.) | seller and buyer; a deed with authenticated signatures filed by the notary, or a digitally signed deed | Art. 2470 c.c. | filed within 30 days; effect towards the company from the filing | through the notary: EUR 15 stamp duty (M.U.I.) and EUR 65 on the Register filing (Romagna table, rev. 2022); digital route: EUR 65 and EUR 90 (2026 table); registration tax not stated | the company continues; nothing is closed |
| Strike-off of a dormant company | the conservator of the Register; no members' resolution | Art. 40(2)-(5) D.L. 76/2020 | five consecutive years without filed accounts, only with a second circumstance; 60 days for the directors to ask to continue; not open to a recently formed company | none printed in the sources read | not covered in the sources read |
| Revocation of a started liquidation | the members, by extraordinary resolution | Art. 2487-ter c.c. | filed within 30 days; effective at once with all creditors' consent or payment of the dissenting, otherwise 60 days after the Register entry | not covered in the sources read | the company resumes; no liquidation return is due if the revocation takes effect before its due dates |
| Merger into another Italian company, or conversion of the form | routes of the restructuring page | on that page | on that page | on that page | on that page |
Sources: Civil Code, Book V; D.L. 76/2020; D.P.R. 322/1998; Rome and Romagna chambers of commerce.
What's included
What we prepare and coordinate, and what stays with the notary, the liquidator and others.
Route review for the board
Solvency, a buyer for the quotas, the dormant-company test, the tax mechanics and what stays behind, route by route. Your group decides.
The liquidation calendar
Every statutory and chamber term in order, from the 30-day registration to the five-year tail, each one labelled.
The notary's file
The members' resolution and the liquidator's appointment prepared, and the date booked. The notary receives the minute.
Register filings for signature
The appointment, the final accounts and the cancellation through Comunicazione Unica (the single filing procedure), with the INPS and INAIL closures where open. The notary or the liquidator files.
Returns and books for the liquidator
The liquidation returns prepared alongside accounting for a foreign-owned Italian company; transmitted by the company or an Art. 3(3) D.P.R. 322/1998 intermediary, as in force in 2026.
The non-resident member's documents
Legalisation or apostille, Italian translation and the power of attorney, lined up before the notary's date.
What stays with others
The notarial minute, the liquidator's signature and acts, the control body's or auditor's report, legal advice on insolvency and tax advice are not ours.
How a liquidation runs, step by step
The order of a solvent voluntary liquidation, each step with its actor and term. Every filing is entered at the Register of the seat without delay, at most within 10 days of protocol, 5 if electronic (Art. 11(8) D.P.R. 581/1995).
The calendar of a solvent voluntary liquidation of an S.r.l. with a foreign sole member
law set by statutechamber chamber procedurepractice our practice, not a statuteno term no statutory term
Dissolution and winding-up
- 1
Resolution and appointment
The members, the notary
- chamber a notarial minute under cause 6; an S.p.A. always before a notary
- 2
Liquidator registered
The filer
- law within 30 days of the liquidator's acceptance (Art. 2487 c.c.; Rome chamber)
- 3
Directors leave office
The directors
- law on the liquidator's entry; no final accounts filed before it
- 4
First return
The liquidator
- law up to the date the dissolution takes effect, by the last day of the ninth month after it (Art. 5 D.P.R. 322/1998, as in force in 2026)
- 5
Liquidation proper
The liquidator
- no term no statutory term; a return and the annual chamber fee each year
Closing and after the cancellation
- 6
Final accounts filed
The liquidator, the control body
- law signed accounts filed with the report (Art. 2492 c.c.)
- 7
Complaint window
The members
- law 90 days for complaints (Art. 2492 c.c.)
- chamber none with a unanimous approval
- 8
Cancellation
The Register
- law ex officio 5 days after the 90 if nobody asks
- 9
Final return
The liquidator
- law within nine months of the close
- 10
Annual-fee dates
The members and the liquidator
- chamber approval by 31 December and a request by 30 January avoid next year's fee
- 11
What stays behind
The former company, its members and liquidators
- law tax: 5 years from the cancellation request (Art. 28(4) D.Lgs. 175/2014, as in force in 2026)
- law insolvency: 1 year from cancellation (Art. 33 D.Lgs. 14/2019)
- practice books and file kept for the tax tail
No total and no end date
Decide the route (your board, with us)
Accounts, visura (Register extract), statute, assets, debts, staff, recent distributions: solvent, a buyer, dormant?
Clean up (the directors and your group)
Contracts, staff, leases and disputes settled where possible; no distribution before the tax debts are priced.
Resolution and appointment (the members, the notary)
Cause 6: a notarial minute, one filing. Other S.r.l. causes: one notarial filing, or two filings at the Rome Register, the second minute not necessarily notarial. An S.p.A.: always a notary.
Liquidator registered (the filer; law)
Within 30 days of the liquidator's acceptance; the directors leave office on that entry, and no final accounts can be filed before it.
First return (the liquidator; law)
Up to the date the dissolution takes effect, online, by the last day of the ninth month after it (Art. 5 D.P.R. 322/1998, as in force in 2026).
Liquidation proper (the liquidator; no statutory term)
Receivables collected, assets sold, creditors and taxes paid before anything reaches the members; a return and the annual chamber fee each year.
Final accounts and approval (liquidator, control body, members)
Signed accounts filed with the report; approved after 90 days without a complaint, or at once by a unanimous approval.
Cancellation and final return (law)
Ex officio 5 days after the 90 if nobody asks. Approval by 31 December and a request by 30 January avoid next year's fee; the final return follows within nine months.
Weighing liquidation against a sale of the quotas or a revocation?
The route is set with your group before anything is filed; we lay out each one with its article and clock.
Documents a non-resident member provides
What your group assembles; items marked practice are ours, not a statute. How a first codice fiscale (tax code) is obtained is on the detailed company formation page.
- The last filed accounts, the visura and the statute
- A list of assets, debts, contracts, staff and leases
- The tax position: losses and the distributions of the last two years
- A passport and an Italian codice fiscale for each signatory or appointee (practice)
- A digital signature and a PEC (certified email) for the liquidator who files
- A power of attorney signed abroad, apostilled or legalised, with a certified Italian translation
- For a corporate member: the board resolution naming the signatory (practice)
- The parent's register extract or good-standing certificate, apostilled and translated (practice)
- The members' receipts, or a self-declaration, for an express approval
State charges, terms and what stays behind
What the state charges per filing, and what survives cancellation: each figure with its chamber and year, never added up.
State charges by filing
One chamber's 2026 table; other chambers print their own.
| Filing or charge | Stamp duty | Secretarial fee | Printed by |
|---|---|---|---|
| Dissolution with the directors' declaration | EUR 65 | EUR 90 | Romagna chamber, revision 16 of 27 January 2026 |
| Two-filing route of an S.r.l.: directors' finding, then the appointment | EUR 65 | EUR 90 for each of the two filings | Romagna chamber, 2026 table |
| Dissolution with notice of cessation of activity | EUR 65 (capital company); through the M.U.I. if the act is notarial; no M.U.I. figure printed for a liquidation minute | EUR 90 | Romagna chamber, 2026 table |
| Final accounts, deposit alone | EUR 65 | EUR 60, plus the OIC contribution (amount not tabled) | Romagna chamber, 2026 table |
| Final accounts with the request for cancellation | EUR 65 | EUR 90 | Romagna chamber, 2026 table |
| Cancellation after the deposit of the final accounts | EUR 65 | EUR 90 | Romagna chamber, 2026 table |
| Annual chamber fee (diritto annuale), owed while the company is registered | n/a | EUR 120 in 2026 for a capital company with turnover from 0 to 100,000 and no local units | Rome chamber, annual fee 2026 |
| The notary's fee | n/a | no official scale; agreed on engagement | Art. 9(1) D.L. 1/2012 |
| Registration tax on the minute | n/a | not stated on this page | n/a |
Sources: Romagna and Rome chambers of commerce; D.L. 1/2012.
What stays behind after cancellation
Each line with its article.
| What stays | Whom it reaches | How long | Basis |
|---|---|---|---|
| Tax assessment, litigation and collection | the company, treated as extinct for tax only after the term | 5 years from the cancellation request | Art. 28(4) D.Lgs. 175/2014, as in force in 2026 |
| Taxes not paid before assets went to the members | the liquidators, personally, unless they prove the tax debts, or debts ranking above them, were paid before assets went to the members | no separate term stated | Art. 28(5)(a) D.Lgs. 175/2014, as in force in 2026 |
| The company's taxes, up to the value received | members who received money or assets in the two tax periods before the liquidation, or during it | no separate term stated | Art. 36 D.P.R. 602/1973, as reproduced with Art. 28 D.Lgs. 175/2014, as in force in 2026 |
| Unpaid creditors' claims | the members, up to what each received; the liquidators, if the non-payment was their fault | a claim within one year of cancellation may be served at the last seat | Art. 2495 c.c. |
| The insolvency window | the former company | one year from cancellation, with the PEC kept active for that year | Art. 33 D.Lgs. 14/2019 |
| The books and the liquidation file | the former members and liquidators | for the tax tail (our practice, not a statutory retention term) | practice |
Sources: D.Lgs. 175/2014; D.P.R. 602/1973; D.Lgs. 14/2019; Civil Code, Book V.
Problems we solve
Where a liquidation stalls, and how the file handles it.
Closing takes longer than opening did
The liquidation proper has no statutory term, so the file is built on the dated points: 30 days, the ninth-month return, 90 days or a unanimous approval.
A distribution made before the taxes
Liquidators answer personally unless they prove the tax debts, or debts ranking above them, were paid first, and members up to what they received (Art. 28(5) D.Lgs. 175/2014, as in force in 2026). The plan pays the tax debts first and prices every distribution against them.
Another year's chamber fee
The fee runs while the company is registered. The calendar aims at approval by 31 December and the request by 30 January (Rome chamber of commerce, Art. 4 D.M. 359/2001).
A parent that cannot attend the notary
A power of attorney signed abroad, apostilled or legalised and translated into Italian, prepared before the date: our practice, on the Ministry of Foreign Affairs' legalisation rules.
A liquidation left open for years
After more than three consecutive years without filed liquidation accounts, the Register cancels the company ex officio (Art. 2490 c.c.). We keep the accounts current.
Ready to close your Italian company?
Send the last accounts and the shareholder chain; we return the routes and a dated calendar.
Why work with FormaItalia
Stefano Colombo
Head of Corporate Structuring, Milan. Italian, English, German.
- The parent resolves under cause 6; a notary draws up the minute.
- The liquidator is registered within 30 days of acceptance.
- The parent approves the final accounts unanimously at once, so no 90-day wait applies.
- Cancellation is requested; the five-year tax tail and the one-year insolvency window remain.
From our practice
, a worked example** (built from the rules above, not a client case): a foreign parent closes its sole-member S.r.l. with no assets, debts or staff.
Frequently asked questions
How long does a liquidation take?
No statute sets a term for the liquidation proper. The dated points are 30 days to register the liquidator, the first return by the last day of the ninth month, 90 days for complaints against the final accounts (none with a unanimous approval, which a sole member gives at once) and 5 more days for an ex officio cancellation.
What does the state charge to close a company, and what does your service cost?
One chamber's 2026 table prints EUR 65 stamp duty and a EUR 90 secretarial fee on the main filings, and EUR 60 plus the OIC contribution for the final accounts alone. The annual fee runs while it is registered: EUR 120 at Rome's lowest 2026 band. The notary's fee has no official scale; ours is priced on request.
Does the liquidation need a notary, and must the parent come to Italy?
A notary minutes the members' resolution to liquidate under cause 6, and always minutes it in an S.p.A. For the other causes of an S.r.l. the Rome Register accepts a second, non-notarial minute. In our practice, a parent that does not attend signs a power of attorney abroad, apostilled or legalised and translated into Italian.
Can we recapitalise, convert or sell instead of liquidating?
Below the legal minimum the members can reduce and raise the capital together, or convert; otherwise the company is dissolved (Art. 2482-ter c.c.). A sale of the quotas keeps the company alive and takes effect from its filing, due within 30 days (Art. 2470 c.c.). A dormant company may be struck off under Art. 40 D.L. 76/2020.
Can the group change its mind once the liquidation has started?
Yes. The members can revoke the liquidation at any time by an extraordinary resolution filed at the Register within 30 days. The revocation takes effect at once if all creditors consent or the dissenting creditors are paid; otherwise it takes effect 60 days after its Register entry (Art. 2487-ter c.c.).
Is the company's tax position closed when it is cancelled?
No. For tax assessment, litigation and collection the company is extinct only five years after the cancellation request (Art. 28(4) D.Lgs. 175/2014, as in force in 2026). Liquidators who assign assets to members before paying taxes answer personally unless higher-ranking debts were paid; members answer up to what they received in the two tax periods before and during liquidation.
Can a company that cannot pay its debts use a voluntary liquidation?
Not as a shield. A judicial or controlled liquidation can still be opened within one year of cancellation if the insolvency appeared before it or within that year, and the entrepreneur keeps its certified e-mail address active for that year (Art. 33 D.Lgs. 14/2019). A company whose debts exceed its assets is outside this service.
What is liquidation in Italy?
It is the winding-up that follows the dissolution of a company. The members appoint a liquidator, who collects the assets, pays the creditors and the taxes, draws up and signs the final accounts and asks the Register of Companies to cancel the company. This page covers the solvent voluntary route of an S.r.l. or an S.p.A.
When must an Italian company be put into liquidation?
When a cause of Art. 2484 c.c. occurs: the term expires, the object is achieved or becomes impossible, the members' meeting cannot function, the capital falls below the legal minimum and is not restored, a withdrawal case, a members' resolution, or a cause written into the deed. The directors ascertain the cause and the members decide.
Which returns does the liquidator file?
One for the period from the start of the tax year to the date the dissolution takes effect, filed online by the last day of the ninth month after it; one for each further year the liquidation runs; and one on the final result within nine months of the close (Art. 5 D.P.R. 322/1998, as in force in 2026).
How is a company taxed while it is in liquidation?
Income up to the liquidation's start comes from a separate profit and loss account, later income from the final or yearly accounts; a liquidation of at most five financial years, counting the first, may recompute earlier years against residual losses (Art. 182 TUIR). Members' receipts above their quotas' cost are profit (Art. 47(7) TUIR); both as in force in 2026.
Does the company still pay the annual chamber fee in liquidation?
Yes. A company in liquidation owes the annual fee, because the duty follows the Register entry on 1 January, and each local unit adds its own fee. The next year's fee is avoided only if the final accounts are approved by 31 December and cancellation is applied for by 30 January of the following year (Art. 4 D.M. 359/2001).
Planning the end of an Italian company in your group?
Tell us about the company and its shareholders; we come back with the routes and their calendar.