Credit Recovery for a Japanese Industrial-Robotics Manufacturer — Piercing a “Business Transfer” Used to Evade Payment
Context: unpaid supply and a sudden “transfer of business”
A Japanese company manufacturing industrial robots for production lines supplied equipment and related services to an Italian customer operating as an SNC (società in nome collettivo). After delivery and invoicing, the Italian debtor failed to pay and began delaying with inconsistent explanations.
When we started formal recovery steps, the situation escalated: the debtor “reorganized” by executing a transfer of business (cessione d’azienda) from the SNC to a newly positioned SRL (società a responsabilità limitata)—with the same shareholders/partners effectively behind both entities—and attempted to portray the SNC as an empty shell. The objective was clear: create a liability firewall, confuse counterparties, and make enforcement harder.
This pattern is common in cross-border collections: the creditor faces not only a payment default, but also a deliberate restructuring designed to “move” assets and continuity of operations away from the entity that incurred the debt.
Strategy: secure title fast, then attack the asset-shift using Italian successor-liability rules
We ran a two-track strategy focused on speed and enforceability.
First, we moved to secure a strong enforcement title and immediate pressure: a structured demand phase, then court-ready steps aimed at obtaining an Italian payment order (decreto ingiuntivo) where the documentary record supported it (contracts, delivery documentation, invoices, acceptance evidence). The goal was to convert the debt into an enforceable title quickly and prevent the debtor from buying time.
Second, we targeted the “business transfer” head-on under Italian law. In Italy, a transfer of business does not automatically wipe liabilities: Article 2560 of the Italian Civil Code provides that the transferee is liable for business debts recorded in the mandatory accounting books, and the seller remains liable as well. In practice, this rule is designed precisely to avoid evasion through transfers of going concerns. We therefore built a factual and accounting narrative showing continuity of operations, continuity of workforce/suppliers/customers, and the linkage between the SNC’s debt and the transferred business activity—so that recovery could be pursued against the SRL and not only against the emptied SNC.
In parallel, we mapped the personal exposure of the SNC’s partners: unlike an SRL, an SNC normally involves unlimited liability of partners for the company’s obligations, which can become a powerful lever when the debtor tries to hide behind corporate reshuffling. This shifted the negotiation balance, because the “same people” who moved the business could not easily eliminate their personal exposure.
Where needed, we also prepared protective steps to avoid dissipation (urgent measures to preserve assets, bank attachments once a title was obtained, and targeted measures against receivables and movable assets linked to the ongoing business).
The debtor’s attempt to misdirect the creditor through a transfer of business did not achieve its purpose. By combining fast judicial action with successor-liability arguments, we neutralized the “shell SNC” strategy and repositioned the claim where the business value actually sat—against the SRL and, as leverage, against the individuals behind the structure.
The matter closed with a recovery outcome driven by enforceability: the counterparty engaged under real pressure, and the client obtained payment on commercially meaningful terms, avoiding a long cross-border chase and confirming that Italian law provides tools to follow the business and not just the original debtor entity.
Confidentiality note: identifying details have been omitted/modified. Outcomes depend on individual circumstances and authority assessment.
