The main features of the new rules on the liquidation of the corporation

The new rules of the voluntary liquidation of corporations, introduced by law in the Civil Code of the company law reform (Legislative Decree no. No. 6/2003) contains several new features, including the following that have direct relevance to the management and liquidation budgets and financial reports to be drawn up at this stage of the life of society:

a) has disappeared available on the prohibition of new business, which had aroused much discussion in the literature regarding its scope; Today the liquidators have the power to take all "acts votes" for the liquidation of the company and not just "acts necessary" as required by art. 2278 (still in force for partnership). They, therefore, according to the prevailing doctrine can also perform operations such as organizational contributions, mergers, demergers, transformations, capital increases and other measures aimed at preserving the value of the company and the best possible realization of its activities;

b) for the whole enterprise, or for one or more of its branches, can be placed by the shareholders exercising temporary or the adoption of other acts necessary for the preservation of its value (such as rent of company ) according to the "best realization" (and thus to avoid that part of the value consists of goodwill and other intangible assets is reduced or vanishes);

c) have been clarified the powers of the directors in the period between the occurrence of a cause of dissolution and the date of the delivery to the liquidators, during which they retain the power to run the company "for the sole purpose of preserving the integrity and of the value of corporate assets. In this period, therefore, continues the company's activities and can also be carried out "new business" that the 1st paragraph of art. 2449 in the text previously in force is not allowed;

d) is expressly provided what the subject of delivery to the liquidators: corporate books (and accounting), management reporting for the last period before the management of the liquidation, the situation of the accounts on the date of effect of the dissolution of the company; first document that was not expected and which is not part of the "management report" (which, as will be seen, is a real interim ordinary budget drawn up with reference not to the "date of dissolution" but the next date of the publication of the appointment of liquidators, which starts the management of liquidation). Deliveries can not be made prior to enrollment in the commercial register of the appointment and powers of liquidators;