Extinct company and bankruptcy: can the liquidator file a complaint? The ruling of the Court of Cassation in Order no. 30981 of 2025

The management of corporate crises and the consequences of a company's removal from the Business Register have always been a subject of intense legal debate. When a joint-stock company is struck off, its extinction occurs on a substantive level. However, the legal system provides for a one-year window during which it is still possible to declare its bankruptcy. In this delicate context, a question naturally arises: who has the power to defend the now-extinct entity and to challenge a potential bankruptcy judgment? The Court of Cassation clarified this point with Order no. 30981 of November 26, 2025, which addressed the appeal filed by P., represented by F. L., against R.

The removal of the company and bankruptcy within one year

Article 2495 of the Italian Civil Code establishes that removal from the Business Register results in the extinction of a joint-stock company. Nevertheless, to prevent such removal from becoming a tool to fraudulently evade creditors' actions, Article 10 of the Bankruptcy Law (Legge Fallimentare) provides that individual and collective entrepreneurs may be declared bankrupt within one year of their removal. This creates a temporal discrepancy between the extinction of the legal entity and the possibility of initiating insolvency proceedings against it. The Supreme Court, with Order no. 30981/2025, analyzed the role of the liquidator during this transition phase, establishing that their role does not entirely vanish upon the company's extinction.

The standing of the liquidator: the principle of the Court of Cassation

The Court of Cassation has reaffirmed a fundamental principle regarding the active and passive procedural standing of the liquidator of an extinct company. The headnote of the decision is provided below:

In proceedings for the declaration of bankruptcy of a joint-stock company within one year of its removal from the Business Register, pursuant to Article 10 of the Bankruptcy Law, passive standing lies with the liquidator, who, even if the company is extinct pursuant to Article 2495 of the Civil Code, may file a complaint against the bankruptcy judgment, as such a means of appeal is available, under Article 18 of the Bankruptcy Law, to anyone with an interest therein.

This principle highlights that the liquidator is not a mere spectator to the company's extinction. They retain the power and duty to act in court to safeguard the integrity of the insolvency procedure. The complaint under Article 18 of the Bankruptcy Law is, in fact, a tool available to anyone with an interest: the liquidator, being potentially subject to direct or indirect consequences of the bankruptcy (such as liability actions or criminal bankruptcy implications), undoubtedly possesses such a qualified interest.

Key points of the Supreme Court's decision

To fully understand the scope of this order, it is useful to summarize the key points addressed by the judges of the court of last resort:

• Procedural fictio iuris: Even if the company no longer exists on a substantive level, for the purposes of bankruptcy proceedings, its survival is assumed to ensure the proper conduct of the adversarial process.
• Passive and active standing: The liquidator is the natural recipient of the service of the bankruptcy petition and is the only party entitled to file a complaint against the declaratory judgment.
• Protection of the right of defense: Denying the liquidator standing would mean depriving the extinct company of any technical defense, violating the constitutional principles of due process.

Conclusions

In conclusion, Order no. 30981 of 2025 of the Court of Cassation confirms a jurisprudential trend that is now consolidated and consistent with the need to ensure effective protection in insolvency proceedings. The liquidator of a removed company remains the defensive bulwark of the extinct entity against the initiatives of creditors or the public prosecutor, being able to appeal to assert any defects or the lack of prerequisites for bankruptcy. This decision represents an essential reference point for corporate and bankruptcy law professionals.