INTERNATIONAL INVESTMENT CONSULTING

Liquidation

liquidationArticle 2487  of the  Italian Civil Code  provides that  the  directors of a company must call a shareholders’ meeting to approve the  winding-up  of the  company and appoint  liquidators  if the  orporate object  has  been achieved, or it has  become impossible to achieve it, or the share capital has  dropped below  the  minimum required by law. The shareholders’ meeting also  determines the  powers of the  liquidators,  with  specific  reference to  the  transfer of the  company’s business,  business divisions,  or individual assets or rights;  and  the  action required to realize the business value.

If the company’s funds are insufficient to repay debts and liabilities, the liquidators may ask the shareholders to provide the necessary resources, proportionally to their share of the company’s capital. No repayment of capital or earnings can be made to shareholders before completion of liquidation, unless the accounts show that such payments do not affect the full satisfaction of the company’s creditors, or unless the shareholders arrange appropriate guarantees.

The liquidators prepare interim accounts during the liquidation, describing how the liquidation is progressing, the prospects, and the GAAP adopted. Upon completion of the process, final financial statements are prepared and, after they are approved, the company is struck off the Trade Register.

Liquidation status may be revoked at any time by means of a shareholders’ resolution and, where required, after elimination of the cause of liquidation.