Company removed from the Business Register: is the 231 offence extinguished? Yes, according to the Second Criminal Section, but the case law is divided

According to the Second Criminal Section, striking a company off the Business Register (registro delle imprese) extinguishes its administrative offence arising from a crime, as the situation is comparable to the death of the defendant. The Court follows the 2024 ruling and rejects the contrary rulings of 2022 and 2023, which it expressly acknowledges.

The framework. Article 35 of Legislative Decree 231/2001 extends to the entity, in so far as compatible, the procedural rules on defendants; Article 2495 of the Civil Code, as reformed by Legislative Decree 6/2003, makes removal from the register the cause of the company’s irreversible extinction, even where debts remain unpaid. The Court follows Sixth Section judgment no. 25648/2024 and rejects Fourth Section no. 9006/2022 and Second Section no. 37655/2023. According to those judgments, grounds of extinction are exhaustive; the decree has provided for them expressly where it intended to do so (amnesty and limitation, Articles 8 and 67); bankruptcy does not extinguish the offence (Joint Sections, Sezioni Unite, no. 11170/2015); and the cross-reference in Article 35 applies only in so far as compatible. Here the company, ordered to pay a financial penalty of 105 quotas (quote) for offences arising from aggravated fraud to obtain public funds and misuse of public grants (Articles 640-bis and 316-bis of the Criminal Code), had been struck off at the end of its winding-up after the appeal judgment. The removal was documented before the Court of Cassation in a filing of 13 March 2026.

Why it matters. In the Court’s view, disqualification and financial penalties lose their purpose once the entity no longer exists, and shareholders and liquidators are not liable for the financial penalties. Article 27, paragraph 1, of Legislative Decree 231/2001, a provision that must be strictly construed and precludes analogy to the detriment of the accused (in malam partem), makes only the entity liable, with its assets or common fund. Nor does Article 2495 of the Civil Code allow a distinction between ordinary removals and those designed to evade penalties; judicial liquidation (liquidazione giudiziale), by contrast, does not extinguish the company and has no such effect. In our view the precedent should be relied on with caution: it comes from an ordinary section, not the Joint Sections, it does not deal with confiscation, and the contrary line, which stresses the risk of sham removals, also appears in the official digest (Fourth Section no. 9006/2022, Rv. 282763), like the one followed here (Sixth Section no. 25648/2024, Rv. 286765). Removal from the register is therefore not a safe way of closing a corporate liability case.

In practice. Counsel for an entity struck off while proceedings are pending should document the removal and ask for the offence to be declared extinguished: here a filing sent by certified email (PEC) sufficed. Tax is a separate matter: for acts relating to the determination of the tax payable (liquidazione dell’imposta), assessment, litigation and collection of taxes, social security contributions, penalties and interest, extinction takes effect only five years after the request for removal (Article 28, paragraph 4, of Legislative Decree 175/2014; with effect from 1 January 2027, Article 74, paragraph 2, of the consolidated Act on tax compliance and assessment). In a specific case, a preliminary assessment of the situation is advisable.

Frequently asked questions.

Does striking a company off the register always extinguish the 231 offence?
According to this judgment and the 2024 ruling, yes; but there is a contrary line of case law from 2022 and 2023, which the Court acknowledges. In this case the removal, which followed the appeal judgment, was documented before the Court of Cassation.

Do shareholders and liquidators pay the financial penalty of a struck-off entity?
No, according to the Court: Article 27, paragraph 1, of Legislative Decree 231/2001 makes only the entity liable, with its own assets, and the rule cannot be extended by analogy.

Does judicial liquidation have the same effect?
No. Judicial liquidation does not extinguish the company, which could return to solvency, and does not remove its corporate bodies; extinction requires removal from the register.

Summary note by the CommercialistiAvvocati network, based on specialised legal and practice sources. The text does not reproduce original contributions and does not constitute professional advice.