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What Cassazione 6666/2026 means for UK trade creditors dealing with an Italian company in voluntary wind-down
The invoice arrived. The contract was signed. The liquidator countersigned it. You shipped the goods.
Three months later, you discovered that the Italian company had been in formal dissolution — liquidazione volontaria — for over a year before you executed the agreement. Now the liquidator says the estate has no funds. Your solicitor calls it a straightforward debt. Italian insolvency counsel tells you a different story.
This is not an edge case. It is precisely the scenario that Italian Court of Cassation (Corte di Cassazione), First Civil Division, Ordinance No. 6666 of 20 March 2026 (Cass. civ., Sez. I, ord. 20 marzo 2026, n. 6666) addressed precisely this scenario. The ruling clarifies when a liquidator has authority to bind a dissolving company — and, critically, when a counterparty who believed it was trading with an authorised signatory may find the ground cut from under it.
Italian voluntary liquidation is not administration. It is not a moratorium. And it is emphatically not a company trading normally under a temporary restructuring umbrella.
Under Art. 2489 of the Italian Civil Code (codice civile), the liquidator's statutory powers are confined to acts that are "useful for the winding up of the company." The scope sounds broad. It is not. The Italian Court of Cassation, in Ordinance No. 6666/2026, restated the governing principle with precision: where the shareholders have not given specific instructions on the scope of the liquidator's powers, the liquidator has the power to carry out all acts useful for the winding up of the company, including the provisional exercise of the business. The operative word is provisional.
The liquidators must manage the company with the exclusive aim of realising its assets and discharging creditors, consistent with the pari passu principle. Commercial activity is permitted only insofar as abrupt termination would destroy value — for example, where a contract in progress, if abandoned midway, would generate a damages claim reducing the estate. That is the con riserva logic: continuation under reserve, pending the best possible realisation.
New commercial initiatives — a fresh supply agreement, a new distribution contract, an extended credit facility — fall outside that mandate entirely.
The short answer is: not freely, and almost never with the same authority that a director of a solvent company would carry.
The Italian Civil Code recognises that the liquidator's management powers must be exercised exclusively in the context of liquidating the company's assets and satisfying creditors. Previously, liquidators' powers were limited to acts strictly necessary for the liquidation, with a prohibition on carrying out new transactions. The 2003 corporate law reform replaced "necessary" with "useful," which widened the discretion — but Ordinance No. 6666/2026 makes clear that the widening does not authorise new commercial ventures. The liquidator's powers extend to all acts useful for the winding up, including acts necessary to preserve the value of the business and its provisional operation, across individual business units if needed, in the interest of achieving the best possible realisation.
"Best possible realisation" is the test. A new two-year supply agreement signed to generate ongoing turnover fails that test.
The consequence is not merely contractual invalidity. Liquidators must fulfil their duties with the professionalism and diligence required by the nature of their mandate, and their liability for damages arising from breach of those duties is governed by the rules on directors' liability. A liquidator who executes a materially new commercial commitment, beyond what preservation requires, risks personal liability for the loss caused.
Con riserva — literally "under reserve" or "provisionally" — is the condition under which the liquidator's exercise of business operations is permitted. It means that the continuation is always subordinate to the winding-up purpose, always revocable, and always capable of being challenged as an act in excess of authority if it strays beyond value-preservation.
For a UK trade creditor, this creates a practical trap that English insolvency law does not mirror. An administrator acting under the Insolvency Act 1986 may trade the business, grant new credit, and bind the estate within the statutory moratorium. That is precisely what administration is designed to do, and a counterparty dealing with an administrator in good faith is protected by the statutory framework. Con riserva is not that. There is no statutory moratorium protecting the counterparty, no court supervision of ongoing commercial activity, and no equivalent of the "expenses of administration" super-priority that English law extends to post-appointment trade obligations.
Unlike the position in England and Wales, where administration orders are made by a court or by the holder of a qualifying floating charge and the administrator's authority to bind the estate in new trade is beyond doubt, an Italian liquidator in voluntary dissolution operates under a private mandate constrained by the purpose of wind-up. In the event of dissolution of a company, the liquidator, absent any different determination by the shareholders, has the power to carry out all acts useful for winding up the company, including the provisional exercise of the business. But that provisional permission is not equivalent to unqualified transactional authority. The moment the act goes beyond preservation, the authority evaporates — and no amount of good faith on the counterparty's side creates it retrospectively.
This is the aspect of Ordinance No. 6666/2026 that no English-language commentary has surfaced — and it matters enormously for UK creditors.
Where a liquidator executes a new commercial agreement that falls outside the con riserva permission, that act is an act in excess of authority. The estate is not bound in the ordinary way. The liquidator, however, may be personally exposed. Under Art. 2489 of the Italian Civil Code, liquidators must carry out all acts useful for the winding up with the professionalism and diligence required by the nature of their mandate; liability for damage arising from non-observance of those duties is governed by the rules on directors' liability. Italian case law applies those rules to hold liquidators directly liable when they exceed their statutory remit.
This creates something unusual: a direct personal claim against the liquidator, not merely a proof in the dissolved estate. Cuique suum tribuatur — "render to each what is properly theirs" — is the private law principle underlying this liability. The liquidator who oversteps receives no protection of the corporate veil, because the act was not a company act authorised by the winding-up mandate.
For a UK creditor, this means that a failed claim against the dissolved estate is not necessarily the end. If you can establish that the liquidator's signature on your supply agreement exceeded the con riserva limit — that is, if the contract was commercially new and not a preservation act — you may have a direct personal claim against the liquidator individually, under Italian civil law. That claim is pursued before an ordinary Italian civil court, not an insolvency court, and it is not stayed by the insolvency proceedings.
Few UK solicitors advising on Italian cross-border recovery are aware of this route. Fewer still flag it at the contract stage, where it can inform the due diligence checklist.
Five checks are not optional — they are the minimum before any credit extension or new agreement with a company that is or may be in Italian voluntary liquidation.
First, check the Italian business register (Registro delle Imprese) before contract signature. Dissolution is registered. The record is public. There is no excuse for proceeding without it.
Second, verify the liquidator's mandate document. Under Art. 2487 of the Italian Civil Code, the shareholders' resolution appointing the liquidator may restrict or expand powers. If the resolution is silent on a specific category of act — such as entering new supply agreements — Art. 2489 applies as default, and the test is "useful for winding up," not "whatever the liquidator signs."
Third, obtain a written legal opinion — not a general comfort letter — confirming that the specific transaction you are contemplating is within the liquidator's con riserva authority. A blanket confirmation that the liquidator "has authority to represent the company" is legally meaningless for this purpose.
Fourth, monitor the 60-day window. Under the Italian Insolvency and Business Crisis Code (Codice della Crisi d'Impresa e dell'Insolvenza, CCII), if a liquidator discovers that the company is insolvent during voluntary winding up, there is a mandatory duty to seek court-supervised insolvency proceedings — either a court-supervised composition with creditors (concordato preventivo) or full court-supervised liquidation (liquidazione giudiziale). For the purposes of opening judicial liquidation when a company is already in voluntary dissolution, the court's assessment of insolvency is directed exclusively at ascertaining whether the company's assets are sufficient to ensure full satisfaction of all creditors; difficulty in promptly realising assets is relevant as symptomatic of insolvency. The ruling in Ordinance No. 6666/2026 confirms that the transition point — where the liquidator can no longer treat the situation as a solvent wind-up — triggers mandatory referral obligations. Any credit extended after that point is extended to an effectively insolvent estate.
Fifth, if the company is already in voluntary dissolution, ask your Italian counsel to obtain a certified copy of the latest liquidator's report to the shareholders. Italian law requires periodic updates. A report projecting insufficient assets to cover liabilities is the clearest possible signal that the 60-day mandatory referral clock may already be running.
For a concrete estimate: legal due diligence on a liquidator's mandate before contract execution typically takes five to ten working days and costs between €1,500 and €3,500 depending on complexity. Recovery litigation against a liquidator's estate, if commenced by filing a claim for attachment of assets (pignoramento, the Italian procedure for seizing a debtor's property to secure a judgment), routinely takes 18 to 36 months before a first-instance judgment. The cost of a ten-day check is not comparable to the cost of the dispute.
In our files, the most common mistake is not failing to check whether an Italian counterparty is in liquidation. It is failing to check at the right time. UK clients typically commission due diligence at heads-of-terms stage on the target company's assets, not on the target company's constitutional status. By the time a supply agreement is being negotiated, the assumption is that the other party is a going concern. That assumption is almost never verified against the Registro delle Imprese at the contract stage. It costs nothing to add a 48-hour business-register check to any standard pre-execution protocol when the counterparty is an Italian company.
You may have two potential routes: a proof of debt in the dissolved estate and, if the contract was outside the liquidator's lawful con riserva authority, a direct personal claim against the liquidator under Art. 2489 of the Italian Civil Code. The second route is rarely flagged but may be the more valuable one if the estate is insolvent.
Yes. The Italian business register (Registro delle Imprese) is searchable online and the dissolution of any company with Italian registered office must be recorded there. A basic company search takes minutes. Italian law makes no distinction between resident and non-resident creditors accessing this register.
The governing provision — Art. 2489 of the Italian Civil Code — applies to both company types. The difference is in how the shareholders' assembly resolution is framed at the moment of appointing the liquidator: a resolution that expressly authorises a broader scope of activity will expand the liquidator's authority. If it is silent, the default Art. 2489 standard applies equally to both Srl and SpA. Always request the resolution, not just the liquidator's appointment certificate.
HREFLANG BLOCK:
Editorial Team — Panato Law Firm Staff
