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dures foreseen thereunder. In fact, commercial companies’ trade names
shall be deleted from the register following the liquidation, and the
legal entity will cease to exist. The coherence of the obligations and
sanctions related to the cease of commercial activities with the frame-
work as foreseen for the liquidation of legal entities must be evaluated.
Obligations of a Merchant Ceasing Commercial Activities
Who is a Merchant?
The TCC defines the scope of merchants in Art. 12 et seq. Persons
operating a commercial enterprise, commercial companies, founda-
tions, associations operating a commercial enterprise to realize their
purposes and entities established by the State, the provincial adminis-
trations or other public entities that are governed by private law, or
which shall be operated commercially shall be deemed a merchant
(Art. 12, 16 TCC). Based on the issues addressed in this article, among
these merchants, commercial companies, specifically joint stock and
limited liability companies will have a special emphasis.
Obligations Governing Ceasing Commercial Activities and
Sanctions
Art. 44 of the BEC regulates that a merchant ceasing commercial
activities shall notify its commercial registry of the same. The mer-
chant is also obliged to provide a declaration of property together with
this notification. This shall be published and announced on the gazette
where trade registry announcements are made, and in local newspapers
where the creditors are located.
There are certain consequences of, and sanctions governing the
ceasing of, commercial activities, some of which are set forth below:
• Pursuant to Art. 18/1 of the TCC, the merchant may be subject
to bankruptcy proceedings for all kinds of indebtedness. Art. 43
of the BEC also regulates that persons declared a merchant
under the TCC may be subject to bankruptcy proceedings.
Pursuant to Art. 44 of the BEC, merchants having declared that
they cease their commercial activities will continue to be sub-
ject to bankruptcy proceedings for an additional period of one
year. Therefore, in the event merchants fail to make their decla-
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