Corporate Restructuring in Italy, from Conversion to Liquidation

No. This service covers the solvent reorganisation of an Italian company within a group: conversion, merger, demerger, capital, seat and quota changes, and the voluntary liquidation that ends a structure. Procedures under the Code of Business Crisis and Insolvency (D.Lgs. 14/2019) are outside it, and this page states none of their rules.

We set out each operation with its conditions, creditor window, tax effect and state charges, and prepare the papers your board adopts; the decision is yours. FormaItalia is not a law firm, a notary or an accounting professional: the notary receives every deed and minute, and an independent expert signs any valuation or experts' report.

The chambers print a fee and a stamp duty for each filing, which we list line by line and never add into a total; the registration tax is not stated here. The notary's fee has no official scale since the professional tariffs were abolished (Art. 9(1) D.L. 1/2012). Our own fee depends on the operation: pricing on request.

Yes, through a representative. In our practice the parent signs a notarial power of attorney, apostilled or legalised and translated into Italian, and the representative attends the notary for the decision and the deed. Attendance by videoconference is not offered for these meetings, so the power of attorney is the route we prepare.

The law sets at least 30 days from the plan's filing to the members' decision, unless all members waive it, then a 60-day creditors' window after the last registration of the decisions. Among S.r.l. only, both halve, to 15 and 30 days; the 30-day filing term does not. The law sets no total, and we promise none.

Yes. A notarial deed converts it and the notary files it within 30 days of the deed; the company keeps its rights, obligations and pending proceedings. Converting into an S.p.A. means meeting its EUR 50,000 capital (Art. 2327 c.c.) and its governance and audit rules, the audit rule now being Art. 2396-novies c.c.

Under the TUIR as in force in 2026, none of the three is a realisation of gains or losses on the companies' assets (Arts. 170, 172 and 173), and the members' exchange of shares is not a realisation apart from cash adjustments. VAT, registration tax and real-estate taxes are not covered here; the numbering changes from 1 January 2027.

No. Absorbing a wholly-owned company needs no exchange ratio, no directors' report and no experts' report, and the statute may let the directors of the absorbing company decide the merger (Arts. 2505 and 2505-bis c.c.). Where the absorbing company holds 90%, the experts' report is dropped if the minority is offered a buy-out.

Only within limits (Art. 172(7) TUIR, as in force in 2026): losses are usable up to the economic value of the carrying company's net equity, shown by a sworn valuation and reduced by twice the contributions and payments of the last 24 months, and only if its revenue and payroll cost passed 40% of the two earlier years' average.

A demerger in which the demerged company itself receives the shares of the beneficiary, instead of its members receiving them (Art. 2506.1 c.c.). The TUIR gives the hive-down its own rules, one for a newly formed beneficiary and one for an existing beneficiary (Art. 173(15-ter) and (15-ter.1), as in force in 2026).

A reduction that returns contributions to members is executed only 90 days after the resolution is entered in the Register, and only if no earlier creditor has opposed in that time (Art. 2482 c.c.). The execution is its own filing; one chamber's 2026 table prints EUR 65 stamp duty and a EUR 90 chamber fee for it.

Where losses exceed one third of the capital, the directors call the members without delay (Art. 2482-bis c.c.). Where they bring the capital below the legal minimum, the members reduce it and raise it at once to at least the minimum, or convert the company; otherwise the company is dissolved (Arts. 2482-ter and 2484 c.c.).

Not within the same municipality: the management body files the new address, without a deed (Art. 111-ter disp. att. c.c.). To another municipality, the members' resolution is minuted by a notary under Art. 2436 c.c. and filed by the same notary. One chamber's 2026 table prints EUR 65 stamp duty and a EUR 30 fee for the first case.

The deed with authenticated signatures is filed by the notary within 30 days, or a deed signed digitally is filed within 30 days by an authorised intermediary (Art. 2470 c.c.; Art. 36(1-bis) D.L. 112/2008). The transfer counts towards the company from the filing, and a change of sole member is declared by the directors within 30 days.

For a solvent company, the voluntary end: a notarial minute dissolves it and appoints the liquidator, registered within 30 days of acceptance. The final accounts can be challenged for 90 days, then the company is cancelled. For five years after the cancellation request the tax authorities can still assess, and liquidators who distribute before paying taxes answer personally.