Deregistration of companies: extinction of the offence under Legislative Decree No. 231/2001

By judgment No. 16218 of 5 May 2026, the Italian Court of Cassation held that the deregistration of a company from the Companies Register entails the extinction of the offence committed by the entity under Legislative Decree No. 231/2001.

The case originated from the conviction of a company for the administrative offence arising from the predicate offences referred to in Articles 640-bis of the Italian Criminal Code, concerning aggravated fraud for the purpose of obtaining public funds, and 316-bis of the Italian Criminal Code, concerning misappropriation of public funds. During the proceedings before the Court of Cassation, the defence filed documentation proving the company’s definitive deregistration from the Companies Register following the completion of the liquidation process. The Court of Appeal of L’Aquila, upholding the judgment issued by the Court of Pescara, had convicted the company in relation to the above-mentioned predicate offences. The company appealed against that decision before the Court of Cassation.

The Supreme Court, following the most recent approach adopted by the case law of the Court of Cassation, held that the deregistration of the company results in the extinction of the administrative offence provided for by Legislative Decree No. 231/2001, giving rise to a situation comparable to the death of the defendant in criminal proceedings.

The judgment acknowledges the existence of a conflict of interpretation in legal scholarship and case law, due to the absence, in Legislative Decree No. 231/2001, of any express provision governing the criminal-law consequences of the extinction of an entity following the deregistration of a company from the Companies Register. According to an initial line of authority, deregistration of the entity did not have any extinguishing effect, in light of the absence of an express statutory provision and of the risk of “convenient” deregistrations aimed at avoiding the consequences of a judicial decision.

The Court instead endorsed the opposite interpretative approach, based on the development of civil case law following the 2003 reform of company law. In particular, Article 2495, paragraph 2, of the Italian Civil Code, as interpreted by the Civil Joint Divisions of the Court of Cassation, establishes the constitutive effect of deregistration from the Companies Register, even where pending relationships or outstanding debts remain.

On that basis, the Court of Cassation held that an extinct entity can no longer be the recipient of disqualifying or financial sanctions, in the absence of a legal person upon which such sanctions may effectively operate. The Court also ruled out the possibility of transferring the sanctioning obligation to shareholders or liquidators, in compliance with the principles of personal liability and culpability laid down in Article 27 of the Italian Constitution and reflected in Article 27 of Legislative Decree No. 231/2001.

The Court further noted that equating the deregistration of a company with judicial liquidation is not correct, since judicial liquidation does not entail the extinction of the entity, which remains subject to deregistration from the Companies Register.

In light of these considerations, the Supreme Court set aside the challenged judgment without remand, declaring the administrative offence extinct as a result of the subsequent deregistration of the company from the Companies Register.