Fiscal liability of shareholders in partnerships and corporations

The Court clarifies that, in order to extend liability to shareholders, it is not enough to simply assume that they have benefited from the life of the company, but the Office must demonstrate certain concrete elements: for example, the receipt of sums, the distribution of profits outside of control, opaque liquidation operations or asset movements that have reduced the guarantee of creditors, including the tax authorities. 

This principle is entirely consistent with the decision of the Joint Divisions No. 3625 of 12 February 2025, which established that, in defunct or liquidated companies, shareholders are only liable for the amount actually received. However, the same ruling highlighted a key point: if there are conduct or transactions that have emptied the company, liability may extend well beyond the capital contributed.

In partnerships, the issue is even more straightforward. The joint and several liability of shareholders is not a legal slogan but a reality. Here, the Court of Cassation does not reveal anything new, but reinforces a concept: shareholders must be vigilant. They cannot opt out because they 'did not know' or because they 'were not involved in the accounting'. The Court repeatedly refers to the partner's duty of care, which is no longer an abstract notion but a concrete responsibility: to follow the progress of the management, demand information, check documents and, if necessary, raise internal issues. Liability often arises not from participation in harmful acts, but from failure to prevent them from happening.

In limited companies, the dynamics are different, but case law is evolving in the same direction. 'Limited' liability is not a safe conduct. The Court reiterates this: if the shareholder — directly or indirectly — benefits from transactions that impoverish the company or participates in abnormal asset distributions, liability may re-emerge in full. The 2025 rulings emphasise that the tax authorities can legitimately ask the shareholder for what is necessary, provided that an advantage, a transfer or behaviour that has contributed to unfairly reducing the company's assets can be demonstrated. Therefore, we are not talking about an automatic extension of liability: we are talking about liability based on concrete facts. 

In this scenario, the relationship between the shareholder and the company takes on decisive importance. It is not enough to be a 'silent partner': one must be an informed partner. And it is not enough to rely on an advisor or accountant: the tax authorities require a minimum level of active attention from those who invest in, manage or control a company. The order of 1 November 2025 does not open up punitive scenarios; it simply reiterates that a company is not just a legal entity, but an organism of which the shareholders are an integral and responsible part.

The real message that emerges from these rulings is that tax liability is no longer an occasional risk: it is a structural element of governance. To avoid it — or at least to reduce it — transparency, internal organisation, traceability of decisions, proper management of asset flows and, above all, good business sense are needed. This is not an issue to be addressed when an assessment arrives: it is an issue to be dealt with in the ordinary life of the company.

Ultimately, the Court of Cassation tells us something simple and very concrete: shareholders who participate in the company's profits must be prepared to answer for them even when those profits derive from transactions that are not in line with tax principles. And a shareholder who does not check, verify, ask questions or supervise cannot claim to be completely uninvolved in the management. It is a logic that rewards transparency and responsibility. And, in the end, it is a logic that — if well managed — protects companies and shareholders more than it exposes them.