The decision was based on a traffic accident. The injured party sued the parties responsible for the accident, their insurers, and a limited liability company (S.r.l.) that owned the vehicle involved in the accident. During the proceedings at the court of first instance, the company was struck from the commercial register. The proceedings were then continued against the two shareholders, each of whom held a 50% stake. After being ordered to pay damages, one of the shareholders filed an appeal and subsequently took the case to the Court of Cassation.

 

The central issue in the proceedings was the interpretation of Article 2495 of the Italian Civil Code. The Court of Cassation clarified that, following the dissolution of the company, the shareholders are liable only up to the amount of their respective share of the liquidation proceeds; there is no automatic liability or presumption of liability. From a procedural law perspective, it should be noted that it is not the shareholders who must prove that they did not receive any liquidation proceeds. Rather, it is incumbent upon the creditor to prove that assets from the liquidation were in fact transferred to the shareholders.

 

The decision confirms that liability on the part of former shareholders exists only if a specific inflow of assets is proven. The mere existence of a corporate debt and the company’s removal from the commercial register are not sufficient for this purpose.

 

This principle also applies under German GmbH law. Pursuant to Section 13(2) of the German Limited Liability Companies Act (GmbHG), the company is generally liable for its obligations solely with its assets. In the context of liquidation pursuant to §§ 66 et seq. GmbHG, the company’s assets may be distributed only after creditors have been satisfied or their claims have been secured. If shareholders nevertheless receive liquidation proceeds even though liabilities still exist, liability may generally arise only to the extent of the amount actually received.

 

Both Italian and German law thus adhere to the fundamental principle of limited liability: the dissolution of a corporation does not automatically result in the personal liability of the shareholders. Rather, the decisive factor remains proof that they have actually derived a benefit from the company’s assets.