Tax debts and transfer of business branch – Rome Tribunal No. 10716 of 2019
In the case of business branch transfer, the acquiring company’s joint and several liability for the transferor company’s tax debts (see Article 2560 of the Civil Code) may be limited if the notarial deed of transfer contains a detailed list of the tax debts actually transferred to the acquiring company. In such a case, the acquiring company will be jointly and severally liable with the transferor for all tax debts of the latter, but only for tax debts arising from the transferred positions.
The above principle was affirmed by the Court of Rome in a ruling rendered between INAIL and a company assisted by the firm. At first, the company acquiring the business branch had received a payment notice for failure to pay INAIL premiums referable not only to the acquired company, but also to positions remaining in the legal sphere of the transferor. With the assistance of the firm’s professionals, the acquiring company instituted a lawsuit to have the extension of its liability limited to only those positions actually acquired and for which a disbursement to INAIL had already been provided for in the preparatory phase of the transaction.
The full text of the ruling is available here: Court of Rome – Judgment No. 10716, 03.12.2019