Closing Business Rome

Closing a business in Rome

Unless it involves a transfer, closing a business usually includes the following steps:

notifying the body that initially registered the business to cancel the business licence or employers' entry in the register; complying with social security and tax obligations; selling off plant, stock and office equipment; paying off any outstanding business debts.

It is always possible to close down a company in Rome if the owners/partners concerned so desire. Legal provisions for this are to be found in the Italian Civil Code, social contract and company act. According to article 2448 of the Italian Civil Code, stock companies, partnerships limited by shares and limited liability companies may be closed in the following cases:

company term expiry; if the company has already fulfilled its purpose, or indeed the impossibility of this has been established, unless the assembly specifically called decides to change the statute of the company; impossibility of functioning or a prolonged state of inactivity of the assembly; if the capital falls below the minimum laid down in the law and not reintegrated by the company; erroneous placement of shares by the shareholders leaving the company; assembly deliberation; other causes provided for in the company act.

As for partnerships, article 2272 of the Civil Code states that the causes of a termination are the following:

company term expiry; unanimous will of partners; when resigning partners are not replaced within six months; other causes provided for in the social contract.

There are various administrative procedures that entrepreneurs and partners must go through in order to close a business in Rome. Starting with paying off all the company debts and credits and ending with striking the company name off the Business Register of Rome.
In order to strike off a company from the Business Register, entrepreneurs must submit an application to the Chamber of Commerce of Rome. Administrative procedures vary according to the type of enterprise, the nature of the activity performed, as well as a series of other specific circumstances.

Closing down a company leads to its dissolution and liquidation. Partners must use a notary in charge of drawing up the dissolution deed and one or more liquidators who are in charge of paying off debts and credits of the company.
The declaration of dissolution or the minutes of the assembly must be recorded in the Business Register. There are two options in this case:

If the management of the company verifies the existence of one of the causes that lead to a closing down, they must register the dissolution declaration in the Business Register. The assembly must then appoint a liquidator by deliberation (a legal, collective act of a body). This must be recorded in the Business Register.
If dissolution, winding-up and appointment of a liquidator are considered by the exceptional assembly of partners, this too must be recorded in the Business Register of Rome .

The exceptional assembly, called by the management or the court, appoints the liquidators and defines their spheres of competence. The appointment must be registered in the Business Register within 30 days from the date of the acceptance of office.

According to article 2487 of the Italian Civil Code, a company may repeal the insolvency status any time during the liquidation procedure through a deliberation of the exceptional assembly, which must be registered in the Business Register within 30 days.

If all of the company's creditors agree (or if those who do not have been paid), the repeal has immediate effect. Otherwise, the revocation comes into force 60 days after its registration in the Business Register. In this case, two applications must be submitted to the Business Register, the first one to deposit the assembly minutes in which the revocation of winding up has been discussed; the second, 60 days later, along with the S3 form , the intercalary P for the nomination of the members of the administrative body, the intercalary P for the revocation of the liquidators, a certificate of non-opposition of the creditors or a self-certification given in line with articles 46 and 47 of the President's Decree no. 445/2000.

Once the liquidation process has been completed, liquidators must draw up the final liquidation balance sheet. The final liquidation balance sheet, signed by liquidators, together with reports from internal and external auditors, must be recorded in the Business Register.

Cancellation may be requested following two procedures:

Silent approval: if 90 days after the date of the final liquidation balance sheet there are no claims, it is considered approved and liquidators can request striking off from the Business Register by including in the S3 form a non-opposition declaration or enclosing the certificate of non-opposition of the competent court or through self-certification under articles 46 and 47 of the President's Decree no. 445/2000; Explicit approval: in the cases where there are sums to be shared, partners will have to submit receipts of the payments or authorise the liquidator to request the cancellation, or enclose copies of the various receipts certifying the payments released by the partners, or enclose a self-certification under articles 46 and 47 of the President's Decree no. 445/2000.

If there are no sums to share, the minutes of the entire assembly (or of an assembly where the majority of partners participate) must be registered. This unanimously approves the final liquidation balance sheet and authorises the liquidator to request the cancellation from the Business Register. The liquidator must turn to the local office of the Business Register found in the province where the registered office of a company is based.

As for partnerships, there are two procedures:

Dissolution without starting the liquidation procedure and annulment of the company: in this case, a single notary deed requests the registration of both the dissolution and annulment of the company. Dissolution through liquidation and appointment of the liquidator: in this case it is necessary to submit two applications: The first requests the registration of the dissolution through liquidation and appointment of the liquidator, by depositing the notary deed. The second asks for the cancellation of the company.

The cancellation must be submitted by the liquidator with a declaration stating that the balance and the distribution plan have been communicated to the partners in advance (article 2311 of the Italian Civil Code) and that these acts have not been challenged within two months of the communication. If the cancellation has been requested within two months, a declaration in which the partners agree on the distribution plan and authorise the liquidator to cancel the company must be enclosed.

Online procedures are gradually being introduced to facilitate administrative procedures.

Companies must submit winding up applications online, via the FedraPlus software. For the moment, individual entrepreneurs must submit paper applications.

Applications can be completed and sent online via the Telemaco software.

All the main administrative tasks concerning the closing down of a business will soon have to be carried out online through a unified procedure called "Comunicazione Unica" . This will include fiscal, welfare and advertising matters.

Telemaco users can find out more about this procedure through the "ComUnica" software.

The Chambers of Commerce of Rome assists entrepreneurs in administrative procedures aimed at company closing down. Employing a professional consultant will speed up and simplify things a lot.