Cassation, no. 5945, 11th March 2013

With reference to bankruptcy initiated against an Italian limited liability company having its registered office in Italy which decided to move it to another country after company crisis, if shareholders, administrative body or officers are Italian citizens with no connections with foreign country, Italian judge has jurisdiction on it. Those circumstances, including difficulty to notify bankruptcy at the registered office, show clearly that such transfer has the purpose of eliminating the risk of its potential bankruptcy.  The presumption of coincidence between the main interests of the company and the registered office, under article no. 3 paragraph 1 of the Regulation no. 1346/2000, 29th May 2000, shall be considered met when neither the company carries out its business activities at the new registered office nor its executive, administrative and organizational activities have been moved. (In this event the Court confirmed the decision of the judge as to a company which moved its registered office in France and recognized the jurisdiction of Italian judge basing its statement on factual situation assessment and on a distinct framework different from companies’ register information. The Court reached a conclusion that it was impossible to identify the company at its French registered office where relevant bankruptcy notification was unsuccessfully attempted. It included also that the domicile of its legal representative was based in Italy, some occasional activities of assets liquidation were performed in Italy and the only movable property of the company was in Italy. In addition, the company retained its Italian VAT number).