Company in voluntary liquidation: what it means for customers, suppliers and creditors

In brief: a company in voluntary liquidation has been dissolved for one of the causes under art. 2484 c.c., for example a resolution of the members, and the liquidators are winding up the business: they sell the assets and pay the debts before the cancellation. It is not judicial liquidation, which the court opens for insolvency. You can still do business, but with a company that is closing down.

What does it mean that a company is in liquidation?

It means that the company has been dissolved and now exists only to close: the liquidators turn the assets into money, pay the creditors and distribute any remainder to the members. For SRL, SPA and SAPA companies, the causes of dissolution are listed in art. 2484 of the Civil Code.

• expiry of the term of duration;
• achievement of the corporate purpose or subsequent impossibility of achieving it;
• impossibility of operation or continued inactivity of the shareholders' meeting;
• reduction of capital below the legal minimum, without prejudice to the provisions of arts. 2447 and 2482-ter;
• withdrawal of members in the cases of arts. 2437-quater and 2473;
• resolution of the shareholders' meeting, the typical case of “voluntary” liquidation;
• other causes provided for in the deed of incorporation or in the articles of association;
• opening of judicial liquidation or controlled liquidation (no. 7-bis).

As a rule, dissolution takes effect from registration in the Registro Imprese. The directors must ascertain the cause without delay (art. 2485 c.c.) and, until the handover to the liquidators, may manage only to preserve the value of the assets (art. 2486 c.c.).

What is the difference between voluntary liquidation and judicial liquidation?

Voluntary liquidation is decided by the members or arises from a cause of the Civil Code, and is managed by liquidators appointed by the company. Judicial liquidation, which since 15 July 2022 has replaced bankruptcy, is opened by the court with a judgment when a commercial entrepreneur, above the thresholds for small enterprises, is insolvent.

An insolvent debtor is one who, through defaults or other outward facts, shows that it can no longer regularly meet its obligations. The two liquidations can overlap: art. 2487-bis c.c. governs the case of a company in liquidation on which judicial liquidation is also opened. Under art. 33 CCII, judicial liquidation may be opened up to one year after cancellation from the register, if the insolvency manifested itself before or within the year that followed. The differences between protests and adverse entries are explained in protests and adverse entries: what they are.

How can you see in the Registro Imprese that a company is in liquidation?

From the chamber of commerce extract. Art. 2487-bis c.c. requires the words “in liquidation” to be added to the company name and the appointment of the liquidators and their powers to be registered in the Registro Imprese. The ordinary extract of a limited company has a dedicated block for insolvency proceedings and dissolutions.

The ordinary extract can be requested on registroimprese.it. Beyond the status, look at the liquidators and the financial statements: even in liquidation, the liquidators must prepare the annual financial statements (art. 2490 c.c.), and if they are not filed for more than three consecutive years the company is cancelled ex officio from the register.

Can I work with a company in voluntary liquidation?

Yes: the liquidators can carry out all acts useful for the liquidation (art. 2489 c.c.), and the members can authorise the sale of the business or its provisional continuation (art. 2487 c.c.). But the counterparty's aim is to close, not to grow.

The liquidator to whom the appointment grants representation signs, no longer the director: check it against the extract, as explained in who can sign for a company. If a supplier in liquidation sells you products under warranty, any dispute will have to be asserted against a company heading for cancellation. For supplies you depend on, qualify an alternative in good time: see strategic supplier in crisis. Typical tools: payment on delivery, reduced advances, split deliveries; the choice remains yours.

I am a creditor of a company in liquidation: how do I recover the credit?

The credit must be paid by the liquidators before the members receive anything: art. 2491 c.c. prohibits advances to members if they jeopardise the full and timely payment of creditors, and liquidators who breach it are personally and jointly liable for the damage caused to creditors.

If the funds are not sufficient, the liquidators can ask the members for any contributions still due. After cancellation the company is extinguished, but under art. 2495 c.c. unsatisfied creditors can act against the members up to the sums they received on the basis of the final balance sheet, and against the liquidators if the non-payment is due to their fault; within one year of cancellation, the claim may be served at the company's last registered office. If judicial liquidation is opened, instead, individual enforcement actions are blocked and a claim for admission to the liabilities is filed. In practice:

1. Check the chamber of commerce extract: date of dissolution, liquidators and their powers.
2. Put the credit in writing to the liquidator, with invoices and documents.
3. Read the last filed financial statements: net equity and date show how much there is and how recent the data is.
4. Check protests and insolvency proceedings registered against the company.
5. Talk to your lawyer before the cancellation: timing and actions depend on the specific case.

If liquidation follows payment delays, reread the warning signs of a customer's insolvency.

What does Veryfy show about a company in liquidation?

Veryfy has no dedicated field for the “in liquidation” status or for the powers of the liquidators: for those, the source remains the chamber of commerce extract. It shows the data to understand whether whoever is closing has something to pay with, with source and date.

• Negatività and insolvency proceedings (€5.90): protests and presence of insolvency proceedings registered against the company.
• Verifica report (€19): the same signals plus net equity and the date of the last filed financial statements, with a signal if they date back more than 18 months; members and directors with the role indicated by the source; beneficial owner reconstructed from the Registro Imprese; estimated operating credit line, always an estimate and not a certainty.