Liability of shareholders and liquidators for failure to pay company taxes

The Italian Supreme Court, Tax Section, Order no. 7949 of 22/03/2021 clarified that when specific cases as provided for by art. 36 of Presidential Decree no. 602 of 29/09/1973 exist, with reference to the assumption of unpaid income taxes on corporate entities, liquidators, directors and shareholders of companies in liquidation are responsible, “ex lege”, for corporate bodies, on the basis of articles 1176 and 1218 of the Italian Civil Code, and for shareholders of a subsidiary nature, having a civil and not fiscal nature. However, with regard to the former shareholder, greater responsibilities established by the Italian Civil Code are reserved, thus referring to art. 2495 of the Italian Civil Code, which establishes a succession-type responsibility. On the assumption that the company is cancelled from the Company Register, tax authorities may therefore take subsidiary action against the shareholder, up to the amounts collected by the shareholder on the basis of the final liquidation balance sheet.