With order no. 13772 of 20 May 2021, the Court of Cassation ruled on the issue of identifying the moment in time when, as a result of the transformation of an S.n.c. into an S.r.l., the unlimited liability of shareholders “ceases” and the limited liability of the company “starts”.
The transition from the unlimited liability of the shareholders to the limited liability of the company occurs, on the one hand, at the moment when the transformation takes effect under Article 2500, para. 3, of the Civil Code, and, on the other, with respect to the “obligations that arose” (before or) after the occurrence of that moment, as set out in Article 2500quinquies, para. 1, of the Civil Code.
In case of obligations ex contractu, it is the moment in which the transaction is concluded.