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    Dissolution and liquidation of business entities

    The dissolution of a company follows a four-step process, as follows:
    • determining and acknowledging the motivation for winding up the company;
    • carrying out of the liquidation activities, including the appointing of a liquidator;

    • cancellation of the company from the Business Register;
    • filing of corporate books at the Business Register.
    Reasons for dissolution are common to all types of companies and are provided by article no. 2484 of the Italian civil code:
    • the duration term has expired;
    • the company purpose is finally realized, or, ascertained impossibility of its realization, unless the sha- reholder’s meeting is convened without delay to resolve upon the necessary amendments to the com- pany’s bylaws;
    • it’s impossible for the company to operate or the shareholder’s meeting is inactive for a prolonged period of time;
    • the corporate capital is reduced below the minimum required by the law;
    • for other reasons provided by the Law;
    • the shareholder’s meeting resolves upon the termination of the company;
    • other reasons for winding up may be provided for in the incorporation deed and in the Articles of As- sociation.
    The directors without delay shall ascertain the occurrence of a reason for the dissolution and shall proceed with the required actions.
    When the directors omit the required actions, the court, upon request from a shareholder or director or statutory auditor, shall ascertain the occurrence of the reason for the termination.
    Until the appointment of the liquidators, the directors maintain their powers to manage the company, for the sole purpose of the conservation of the corporate assets’ integrity and value.
    The appointment of the liquidators and the dissolution of the relevant powers shall be entered in the Companies Register at the care of the liquidators.
    Particular provisions are stated for:
    • the drafting of the interim financial statements during the liquidation period and for the final financial statements at the end of the procedure;
    • for the submission of the tax returns and related payments in case of corporate or indirect taxes.
    Except for situations when the winding up of the company takes place on its natural expiry date and for the reasons stated in its incorporation deed, the winding up becomes effective only from the date of the publication in the Business Register (Registro delle Imprese) of the Directors’ statement setting out the reasons for the li- quidation, or from the publication date of the shareholders’ resolution for the liquidation of the company, passed at the shareholders’ meeting.
    Once the final liquidation FS is approved, the liquidators shall ask the cancellation of the company from the Companies Register.
    When the liquidation, the assets distribution or the deposit at the bank (of the sums due to the shareholders not collected) are accomplished, the corporate registers shall be filed and kept for ten years at the Companies Register.

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