Tax Observatory › Assessment and litigation › Struck-off sas: a notice addressed to the extinct partnership is valid if served on the former partners

Struck-off sas: a notice addressed to the extinct partnership is valid if served on the former partners

The Tax Division (Sezione tributaria) of the Italian Court of Cassation has held that an act imposing tax issued after a società in accomandita semplice (sas, Italian limited partnership) has been struck off the register remains valid when it is served on the former partners as successors, without separate notices addressed to them. The general partner (accomandatario) is liable without limit, the limited partner (accomandante) up to his or her share of the liquidation proceeds.

In order No. 26634, published on 11 October 2026, the Tax Division (Sezione tributaria) of the Italian Court of Cassation held that a notice of assessment (avviso di accertamento) addressed to a società in accomandita semplice (sas, Italian limited partnership) already struck off the Business Register (registro delle imprese) is valid and effective if it is served on the former partners in their capacity as successors, and the tax office need not issue separate notices addressed to them. The appellate judgment, which had declared the notice void, was set aside and the case remitted to the Tax Court of Second Instance for Campania (Corte di giustizia tributaria di secondo grado).

The case

The partnership had ceased trading on 14 December 2013, when it was dissolved without being put into liquidation, and had been struck off on 11 February 2014. On 4 December 2015 the Agenzia delle Entrate (Italian Revenue Agency) served the notice for VAT and IRAP (regional tax on productive activities) addressed to the partnership both on the partnership itself, through its former general partner, and on each of the two former partners in their capacity as such. At the same time it served on the partners their personal notices for IRPEF (personal income tax) on the income attributed to them on a look-through basis (Article 5 of the Consolidated Income Tax Act, TUIR). The Regional Tax Commission (Commissione tributaria regionale) for Campania (judgment No. 9020/2017) had held the partnership’s notice void because it was addressed to an extinct entity, and had extended the nullity to the partners’ notices.

What the Court held

The Court draws a distinction: extinction before service deprives the partnership of its capacity to sue and be sued, but it is not decisive for the validity of service on the former partners as successors.

On this second point the order refers to a line of authority that it describes as settled: notices addressed to an extinct partnership are valid when served on the former partners after its extinction, even on only some of them, because removal from the register gives rise to a succession. In our view, service takes effect against the former partners who receive it: for a partner who is not served, the time limit for the initial appeal does not start to run. The basis is the judgment of the Joint Divisions (Sezioni Unite) No. 6070 of 12 March 2013: the partnership’s obligation is not extinguished but passes to the partners, who are liable for it without limit or up to the amounts received in the liquidation, according to the regime to which they were subject while the partnership existed. For the sas, the Court specifies that the former general partner is liable without limit and the former limited partner up to his or her share of the liquidation proceeds, citing Articles 2312, 2315 and 2324 of the Civil Code.

In the case decided, it was sufficient that the notice stated that the partnership had ceased trading and named the former partners among the addressees. Once the fundamental defect had been ruled out, the question of the effects on the partners’ personal notices did not arise.

Partnerships and limited companies

The difference from limited companies lies first in the regime that applies before removal from the register. In a sas the general partners are already jointly and severally liable without limit for the partnership’s obligations while the partnership exists (Article 2313 of the Civil Code), subject only to the benefit of prior enforcement against the partnership’s assets (Article 2304 of the Civil Code, applicable by virtue of Articles 2315 and 2318 of the Civil Code). In our view, once the partnership has been struck off, that benefit no longer serves any purpose, and for the general partner the succession transfers a debt for which he or she was already liable. For the limited partner the limit is the share of the liquidation proceeds (Article 2324 of the Civil Code), whereas while the partnership existed it was the share contributed (Article 2313 of the Civil Code). In limited companies, members are liable only up to the amounts received on the basis of the final liquidation accounts (Article 2495, paragraph 3, of the Civil Code).

A second difference concerns the effect of removal from the register: for partnerships it gives rise to a presumption of extinction, but the presumption is rebutted if it is proved that the partnership continued to operate (Joint Divisions No. 6070 of 12 March 2013). In that case the sas is regarded as still existing and the notice must be addressed to the partnership; the limited partner remains liable only up to the share contributed, unless he or she has performed acts of management or conducted business in the name of the partnership, in which case he or she is liable without limit (Article 2320 of the Civil Code).

The five-year period and liability under Article 36

Article 28, paragraph 4, of Legislative Decree No. 175/2014 provides that the extinction of the company under Article 2495 of the Civil Code takes effect five years after the application for removal from the register, solely for the purposes of the validity and effectiveness of acts relating to the determination of the tax payable (liquidazione dell’imposta), assessment, litigation and collection of taxes and contributions, penalties and interest. The provision has been in force since 13 December 2014 and, according to the case law of the Court of Cassation, applies only to applications for removal filed on or after that date. In the case decided, removal from the register took place earlier and the order does not address the point. The express reference to Article 2495 of the Civil Code, which was laid down for limited companies, has raised doubts as to whether the deferral applies to partnerships; in our view it is advisable to build the defence on the assumption that the tax office will invoke it for società in nome collettivo (snc, general partnerships) and sas as well. On the related topic of a company struck off and the standing of its members after the five-year period, see our August commentary.

A separate matter is the liability provided for by Article 36 of Presidential Decree No. 602/1973, which concerns liquidators, directors and members of entities subject to corporate income tax (imposta sul reddito delle persone giuridiche, now IRES) and is established by a reasoned notice that can be challenged on its own. The Court held the issue irrelevant to the proceedings, because the provision concerns extinct limited companies, and noted that the Joint Divisions ruled on Article 36 in judgment No. 3625 of 12 February 2025.

On 1 January 2027, Article 28, paragraph 4, will be repealed and its content carried over into Article 74, paragraph 2, of the consolidated Act on compliance and assessment (testo unico delle disposizioni legislative in materia di adempimenti e accertamento), approved by Legislative Decree No. 141 of 5 August 2026. Presidential Decree No. 602/1973 and Legislative Decree No. 546/1992 will be replaced by the consolidated Acts approved by Legislative Decree No. 33/2025 and Legislative Decree No. 175/2024.

The former partner’s defences

The initial appeal (ricorso) must be brought by the former partner in his or her own name, as successor: a partnership that has been struck off can no longer be a party to proceedings and an appeal in its name is inadmissible. Service starts the sixty-day time limit running against the former partner (Article 21 of Legislative Decree No. 546/1992). For acts subject to the prior right to be heard (contraddittorio preventivo, Article 6-bis of Law No. 212/2000), it is advisable to check that the draft notice was sent to the former partners as successors: the observations on the draft are the first opportunity to raise the removal from the register and the limits of liability.

If the notice is not challenged, in our view the partnership’s debt becomes final for the former partner as well; a challenge limited to the extent of the liability at the collection stage has uncertain prospects, because the payment notice (cartella di pagamento) can be challenged only for defects of its own (Article 19, paragraph 3, of Legislative Decree No. 546/1992).

The limited partner has an additional defence: the limit set by his or her share of the liquidation proceeds. If he or she received nothing, or less than the amount claimed, it is in his or her interest to prove it with the final accounts, the distribution plan and bank statements. The order does not say who bears the burden of proving how much the partner received; before the distribution plan is filed, its evidential effect should be assessed, because it may give the tax office the very proof that the partner received the amounts.

The compulsory joinder of the partnership and its partners (litisconsorzio necessario) concerns the income attributed on a look-through basis (Article 5 TUIR), not the VAT claim as such; after removal from the register, in our view, the former partners must be joined as parties to the proceedings. If the partners have also received personal notices, the initial appeals should be coordinated.

In practice

• Before applying for removal from the register, the liquidator and the accountant should check which tax periods are still open to assessment and whether any audit reports (processi verbali) or questionnaires are pending.
• Each partner should keep the closure file: historical company search (visura storica), receipt of the application for removal, final accounts, distribution plan, proof of the amounts received. For ten years from removal, the accounting records are kept by the person designated by the majority (Article 2312 of the Civil Code).
• On receiving a notice addressed to the extinct partnership, each former partner should check the date of service and bring an initial appeal in his or her own name within sixty days, taking into account the summer suspension of time limits from 1 to 31 August.
• If the notice was preceded by a draft notice, the application for accertamento con adesione (assessment by agreement with the tax office) must be filed within fifteen days of service and suspends the time limit for the initial appeal for thirty days. It is not admissible, however, if an application has already been filed on the draft notice or after an inspection of the premises or a tax audit, or if the assessment-by-agreement procedure has already been started after the observations (Article 6, paragraphs 2-bis and 2-quater, of Legislative Decree No. 218/1997). For acts not subject to the right to be heard, the application must be filed within the time limit for the initial appeal and suspends it for ninety days.
• Both partners should contest the merits of the claim; the limited partner should additionally plead the limit set by his or her share of the liquidation proceeds, whereas the general partner is liable in full.
• If the tax office also serves notices of liability under Article 36 of Presidential Decree No. 602/1973, this is a distinct liability, to be challenged by a separate initial appeal, pleading first of all that the provision concerns entities subject to IRES and not partnerships.

Frequently asked questions

After a sas has been struck off, must the Agenzia delle Entrate issue a notice addressed to each partner?

No. According to the order, a notice addressed to the extinct partnership is sufficient, provided it is served on the former partners in their capacity as successors. In the case decided, it was sufficient that the notice stated that the partnership had ceased trading following dissolution without liquidation and named the former partners as addressees, even though it did not mention the removal from the register.

Must a limited partner who received nothing in the liquidation still challenge the notice?

In our view, yes. Service starts the time limit running for him or her as well; the limit set by his or her share of the liquidation proceeds must be pleaded in the initial appeal, assessing with his or her lawyer or tax adviser whether, and which, distribution documents to file.

Does the five-year period under Article 28, paragraph 4, of Legislative Decree No. 175/2014 apply to every company or partnership struck off the register?

It applies to applications for removal filed on or after 13 December 2014 and concerns acts relating to the determination of the tax payable, assessment, litigation and collection. The order does not address its application to partnerships; in our view it is prudent to assume that the tax office will argue that it applies to snc and sas as well.

Sources

Article 2320 of the Civil Code (Normattiva, text in force on 10 November 2026)

Court of Cassation, Fifth Civil Division (Tax Division), order No. 26634 published on 11 October 2026 (full text from Italgiure)

Articles 2304, 2312, 2313, 2315, 2318, 2324 and 2495 of the Civil Code (Normattiva, text in force on 10 November 2026)

Article 28, paragraph 4, of Legislative Decree No. 175 of 21 November 2014 (Normattiva, text in force on 10 November 2026 and text as of 1 January 2027)

Article 74, paragraph 2, of the consolidated Act on compliance and assessment annexed to Legislative Decree No. 141 of 5 August 2026 (Normattiva, text in force on 1 January 2027)

Article 36 of Presidential Decree No. 602 of 29 September 1973 (Normattiva, text in force on 10 November 2026)

Articles 19 and 21 of Legislative Decree No. 546 of 31 December 1992 (Normattiva, text in force on 10 November 2026)

Article 6 of Legislative Decree No. 218 of 19 June 1997 (Normattiva, text in force on 10 November 2026)

Article 6-bis of Law No. 212 of 27 July 2000 (Normattiva, text in force on 10 November 2026)

Article 5 of Presidential Decree No. 917 of 22 December 1986 (Normattiva, text in force on 10 November 2026)

Article 1 of Law No. 742 of 7 October 1969 (Normattiva, text in force on 10 November 2026)