Limited liability companies - like all other joint-stock companies - comply with corporate obligations exclusively with their own assets (Article 2462 of the Italian Civil Code). SRLs (limited liability company) and all the corporations, in fact, have "so-called perfect asset autonomy": the company's assets are completely independent and distinct from those of the shareholders and the director.

Our system then provides that with the cancellation from the Register of Companies the firm extinction of the company is determined, even if, subsequently, unresolved corporate relationships emerge and, in particular, unsatisfied debts. 

However, this principle is not absolute. There are cases in which the directors are liable for the debts contracted by the company they administer and Article 2495 of the Italian Civil Code (cancellation of the company) is very clear in this regard: subject to the extinction of the joint-stock company after the cancellation, unfulfilled corporate creditors can claim their receivables to the shareholders up to the amount of the sums collected by the latter, based on the final liquidation financial statements.

A succession phenomenon is thus determined, with the consequence that the corporate obligations are transferred to the shareholders who will be liable within the limits of the amount collected as a result of liquidation or unlimited, depending on whether, at the time of failure of the company, they were unlimitedly responsible or not responsible. 

A similar case, however, will never occur in Walliance: in fact, the SRLs that collect have the sole purpose of collecting money and investing these sums in specific and well-defined real estate projects, never incurring any debt towards third parties. 

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