Business Transfer upon Succession: Article 2112 of the Civil Code According to the Court of Cassation (Order No. 16799/2025)
Business transfer is a crucial topic in labor law. The Court of Cassation, with Order No. 16799 of June 23, 2025, has clarified the application of Article 2112 of the Civil Code to cases of mortis causa succession, a ruling of great significance for all parties involved.
Article 2112 of the Civil Code: Worker Protection
Article 2112 of the Civil Code is the cornerstone provision protecting workers in the event of a business transfer. It establishes the continuity of the employment relationship with the transferee and the preservation of all acquired rights. The objective is to ensure job stability, preventing a change of ownership from prejudicing employees.
Inherited Succession: Clarification by the Court of Cassation
The issue addressed by the Court of Cassation in Order No. 16799/2025 (litigation C. v. D.) concerned the applicability of Article 2112 of the Civil Code when the business transfer occurs through inherited succession. The Court of Appeal of Perugia had rejected a claim. The Court of Cassation intervened to clarify that succession can jeopardize the stability of employment relationships.
The provisions of Article 2112 of the Civil Code also apply when the business transfer occurs mortis causa, the latter being applicable in all cases where, while the organization of the assets intended for the business operation remains essentially unchanged, the owner is replaced, regardless of the technical-legal means through which this replacement is effected, and therefore also through inherited succession.
This maxim is of extreme importance. The Supreme Court extends the protection of Article 2112 of the Civil Code to business transfers due to death. The central point is not the legal form of the ownership change, but the continuity of the organization of assets intended for the business operation. If the activity continues with the same structure, albeit with a new owner (the heir), the protections for workers remain valid, ensuring continuity and safeguarding acquired rights.
Practical Implications and Protection of Rights
The practical consequences are significant. For workers, the ruling strengthens protection, ensuring the continuation of their employment with the heirs of the deceased owner and the maintenance of all acquired conditions and rights. These include:
- Seniority;
- Economic and regulatory conditions;
- Joint liability for claims.
For heirs who take over the business, the ruling imposes an awareness of the obligations under Article 2112 of the Civil Code, requiring careful succession planning to avoid litigation.
Conclusions
Order No. 16799/2025 of the Court of Cassation is a cornerstone in labor law. It has strengthened the protection of workers in inherited successions. The continuity of the business organization is the key criterion for the application of Article 2112 of the Civil Code, contributing to greater legal certainty and job stability.
