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The dissolution, Liquidation, Cancellation of the Company's Capital - Chamber of Commerce of Rome


Dissolution and liquidation art

establishes that the joint-stock company, limited by shares and limited liability is dissolved for the following causes: The investigation of the occurrence of a cause of dissolution is the responsibility of the administrative bodyFor the purposes of the registration of the minutes of appointment of the liquidator of the company capital in the register of enterprises: - or) to proceed with the deposit of the minutes of the general assembly of members drawn up by a notary (whatever the cause of dissolution)- ONLY DEPOSIT - or you can proceed with the deposit of the report drawn up by a notary is a MANDATORY liquidation, pursuant to art.

n six - ONE DEPOSIT - or you can proceed WITH the TWO DEPOSITS (for the causes of dismissal from the number one to the five of the art.

c.c.), the first for the registration of the investigation of the occurrence of the cause of termination by the administrative body pursuant to art. (attaching the minutes of the board of directors if the company is managed by a board of directors, or the declaration contained in the forms is valid as the assessment of the causes if the company is managed by a sole director) and the second for the appointment of the liquidator and the liquidation of the company pursuant to art. Such appointment must be registered in the Register of Companies within thirty days from the date of acceptance of the charge. Pursuant to art. -bis paragraph three of the directors cease from office after the registration with the Registry of Companies of the appointment of the liquidator (as confirmed by the decree n. of of the Court of the Register of Companies of Rome) and that, therefore, the entry of the appointment of the liquidator not effective before that date. This means that it is not possible to draw up and deposit the final liquidation balance sheet before the appointment of the first liquidators is registered. Please note that the SpA and the Cooperative Company for the Shares, even if you are going with the double deposit, the resolution of liquidation with the appointment of the liquidators must be necessarily recorded by the notary. Revoke the state of liquidation pursuant To art. ter, the company may at any time revoke the state of liquidation by a resolution of the extraordinary shareholders meeting to be filed with the Registry of Companies within thirty days. The revocation has immediate effect if there is the consent of all the creditors of the company or the payment of the creditors who have not given consent. Otherwise the revocation shall take effect only after sixty days from the entry of the resolution in the Register of Companies. In the latter case, it is necessary to submit to the Register of Companies, two questions: one for the deposit of the minutes of the shareholders meeting that approved the revocation of the liquidation, to another practice, after the sixty days, for the registration of the effect of the executive of the resolution of revocation with the model S, S riquadro of the powers of the administrative body) and interlayer P at the appointment of the board members and for the termination of the liquidators, attaching the certificate of non-opposition of the creditors, or a self-declaration made pursuant to art. forty-six and forty-seven of PRESIDENTIAL decree of (from the return under the notes of the model).

with the minutes are NOT necessarily drafted by a notary

The final budget of liquidation complete liquidation, the liquidators shall prepare the final liquidation balance sheet. The final liquidation balance sheet signed by the liquidators and accompanied by the report of the statutory auditors and the person appointed to audit the accounts, must be deposited at the Registry of Companies. Pursuant to art. -bis paragraph three of the directors cease from office after the registration with the Registry of Companies of the appointment of the liquidator (as confirmed by the decree n. of of the Court of the Register of Companies of Rome) and that, therefore, the entry of the appointment of the liquidator not effective before that date. This means that it is not possible to draw up and deposit the final liquidation balance sheet before the appointment of the first liquidators is registered. Deletion after transfer office in the other province of The art, paragraph three of PRESIDENTIAL decree stipulates: “persons who transfer their registered office in the other province have its application to the Office of the register of enterprises of the Chamber of Commerce of the district where the transfer, which shall notify the office of origin for the purposes of the cancellation”. Therefore, is not expected to have any fulfillment in the province of departure. The application must be submitted at the registry of Companies of the destination.

This registry will make a communication to the Register of Companies of origin so that these in relation to the registration of the cancellation to the transfer.

If the company continues to carry out the activity at the old headquarters, shall inform of the opening of the local unit in the Register of Companies competent, through the presentation of the model ON the. Extinction as a result of a merger or demerger The deposit of the deeds of merger for the company is merged or incorporated, or of the deed of demerger total for the spun-off company, resulting in the extinction of these, it should be made by presenting the model S at the office of the Register of Enterprises competent for the headquarters of such companies.

For expert assistance on the preparation of electronic files for the Business Register as well as for the information on the status of the investigation is active, the call center On digital medium Euros, Modalità telematics Euro, Tali amounts are reduced by fifty for the social cooperatives, stamp Tax: for capital companies Euro, Nel the case of electronic transmission to the rights of the secretariat and stamp duty, where necessary, will be taken directly from the bottom of the user, for the practices on a floppy disk digital the above-mentioned amounts may be paid, at the ticket offices of the chamber of commerce enabled, or on the c post made payable to the Rome Chamber of Commerce.

The stamp tax to the digital practices it is to be paid to the Chamber of Commerce of Rome by the obligated parties, on the the basis of the authorisation issued by the Ministry of Economy and Finance - Dept. Revenue - the Revenue Office of Rome n. For practices subject to the payment of stamp duty, the details of such authorisation must be indicated in the appropriate boxes provided in the bill presentation (stamp acquitted at the entrance) in the following way: “stamp duty paid on a virtual basis via the Chamber of Commerce of Rome authorised, prov. of the Ministry of Economy and Finance - Dept. Revenue - the Revenue Office of Rome.” If the subject that presents the practice is in possession of a specific authorisation of the Ministry of Economy and Finance will be the virtual payment of the stamp duty, the limits of such authorisation must be indicated in the bom presentation (stamp acquitted at the origin) in the following way: “stamp duty paid on a virtual basis through the n permission.

the Ministry of Economy and Finance - Department of Revenue.

Pursuant to art. M, the stamp duty can be paid upon presentation, to the competent office of the Revenue Agency, a declaration with the indication of the number of alleged acts from deposit during the year. The details of this statement must be indicated in the bom presentation (stamp acquitted at the origin) in the following way: “stamp duty paid on a virtual basis through submission of the declaration referred to in art.

the Revenue Agency.

For the acts excluded from the stamp tax, the exemption must be indicated in the appropriate boxes provided in the bill presentation. The social cooperatives are exempt from payment of stamp duty pursuant to art.

-bis of the Table (Annex B) of the D.

Housing cooperatives are obliged to payment of stamp duty as specified by the Revenue Agency - Regional Directorate of Emilia Romagna with the opinion of the winds January (Prot. M, the twenty-two, the stamp tax due to the acts of the company and of the entities other than companies, not included in paragraph -bis of the tariff, first part, attached to the D. R, which to be attested, received or authenticated by a notary or other public official and that are subject to registration with the electronic procedures, (M. - Model of the Single information) provided from the Provision of the twelve, is inclusive of the stamp duty due for the copy of the act and the question to be submitted to the Office of the Register of Companies.

Therefore, the questions of registration or deposit of the acts mentioned above are submitted by the notaries to the Office of the Register of Companies with declaration on the bill of a presentation on the performance of the virtual the origin of the stamp duty with the indication of the following details of the authorisation: “Acquitted pursuant to the decree, the twenty-two February by M.

I.” To obtain specialist assistance in the compilation and preparation of the instances, telecommunications (excluding practices suspended), contact the call center.