The Court of Milan, by judgment of the 17th of June 2019, has resolved an interesting problem: in the case of real estate located in Italy belonging to a foreign company, who will be the owners after the extinction of the company?
Under English law, if the assets are located in England, Scotland, Wales or Northern Ireland, the extinction of the company constitutes a transfer of ownership from the extinct company to the Crown.
In the specific case, real estate was located in Italy and therefore, in application of art. 51 Law No. 218/95 The Court of Milan has held that Italian law is applicable as the law of the State in which the assets are located.
In conclusion, under Italian law (Articles 2490 and 2495 of the Italian Civil Code), the members become holders of «the bonds of the company extinguished (depending on whether they were limited or unlimited in liability for social debts) » and «rights and assets not included in the balance sheet of the company being wound up».
Milano, 26th November 2021
