Business Transfers and Pre-existing Liabilities
With its recent judgment No. 14020 of 26 May 2025, the Italian Supreme Court reaffirms a key principle regarding the transferee’s joint liability for pre-existing company debts. According to Article 2560, paragraph 2 of the Italian Civil Code, such liability arises only where the debts are duly recorded in the mandatory accounting books of the transferred business.
The Court held that a transferee’s awareness of the debt at the time of acquisition is not sufficient: accounting registration is a necessary and irreplaceable requirement, given the exceptional nature of the rule, which cannot be extended by analogy.
Two Interpretations Compared: The Restrictive View Prevails
The Supreme Court confirmed the traditional, restrictive interpretation, rejecting the view that a transferee may be held liable solely due to actual knowledge of the debt. Creditors of the transferor cannot be protected at the expense of the transferee and their own creditors, who rely on the transparency of the company’s accounts.
The Only Exception: Assumption of Liability by Assumption of Debt Agreement
In the absence of a proper accounting entry, liability may arise only through a contractual assumption of debt, via an explicit accollo (assumption of debt) agreement.
This decision reinforces the critical importance of a detailed review of accounting records during due diligence — more so than informal disclosures or other sources of information. For prospective buyers, transparent accounting remains the most effective shield against unexpected liabilities.
Mandatory Catastrophe Insurance: Key Developments on Liability, Property and Business Classification
The Italian Chamber of Deputies continues its review of the draft law converting Decree-Law No. 39/2025, which addresses various aspects of the mandatory catastrophe insurance introduced by the 2024 Budget Law.
Obligation Covers Rented Business Premises
An approved amendment clarifies that the obligation to ensure business assets also applies to leased properties. If the tenant-entrepreneur takes out the policy, the compensation is payable to the owner, who is then required to use it for restoration. If the owner fails to do so, the entrepreneur is entitled to loss-of-profit compensation up to 40% of the payout. The entrepreneur also holds a preferential right for reimbursement of premiums and loss of profit.
Another amendment stipulates that unlawfully constructed buildings are excluded from coverage, with exceptions for:
- buildings with valid building permits or built when permits were not required;
- properties subject to amnesty or ongoing regularisation proceedings.
New SME Classification Criteria
The Decree aligns Italian SME classification with EU Recommendation 2003/361/EC:
- Micro-enterprises: fewer than 10 employees and turnover or balance sheet total ≤ €2 million
- Small enterprises: fewer than 50 employees and turnover or balance sheet total ≤ €10 million
- Medium enterprises: fewer than 250 employees and turnover ≤ €50 million or balance sheet ≤ €43 million
Parameters for large enterprises remain unchanged.
231 Compliance Models and Sustainability: A Strategic Nexus in the Evolving EU Landscape
Corporate sustainability is entering a new phase. With the adoption of Directive (EU) 2025/794, the European Union has granted an extended transition period: the Corporate Sustainability Reporting Directive will apply two years later than initially planned, and the Corporate Sustainability Due Diligence Directive sees its transposition and first phase delayed by one year.
This extension offers Italian businesses a valuable opportunity to integrate ESG criteria into their 231 compliance models.
Originally designed to prevent corporate criminal liability, the Organisational, Management and Control Model under Legislative Decree 231/2001 can now evolve into a proactive ESG risk management tool, particularly regarding health, safety, environment, and human rights.
What Does This Mean for Companies?
The additional time allows for:
- Systematic ESG risk mapping and mitigation
- Embedding ethics, governance, and sustainability into corporate processes
- Strengthening the Code of Ethics
- Preventing greenwashing and safeguarding reputation
The 231 Model becomes a key enabler, transforming sustainability from a superficial compliance exercise to a robust risk management culture based on transparency, traceability, and accountability. This shift demands active involvement from corporate functions and an aware, responsible governance structure.
Corporate Groups: No “Cascade Liability” Under 231
The criminal liability regime under Legislative Decree 231/2001 does not automatically extend to parent or affiliate companies when offences occur within a corporate group or consortium (ATI). This principle was reaffirmed by the Italian Supreme Court in judgment No. 14343/2025.
Key takeaways:
- There must be a specific benefit or interest for the legal entity involved
- Mere membership in a group does not justify presumptive liability
- The offender must qualify under Article 5 of the Decree (executive or subordinate role within the entity)
In the case at hand, the offence was committed by an employee seconded to a consortium, but liability was incorrectly attributed to the seconding company without proving any direct benefit. The Court reiterated that an entity is liable only if the misconduct serves its own interest, not that of unrelated parties.
Winding Up and Company Cancellation: Simplified Path Confirmed
The Milan Court (order of 30 January 2025) clarified that a final liquidation balance sheet approved explicitly and unanimously by all shareholders, with waiver of objections, constitutes a valid basis for winding up the liquidation phase (Art. 2492 Civil Code) and for deletion from the Companies Register (Art. 2495 Civil Code).
Key points of the ruling:
- No statutory prohibition against this simplified winding-up process
- No expiration period for filing an approved final balance sheet
- The final balance sheet reflects the company’s financial status
- Outstanding debts, including tax liabilities, do not preclude cancellation
- The Business Register’s official need only verify the presence of the supervisory body’s report — not its content
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