Meaning
Mandatory provision of the Italian civil code governs the preservation of employment relationships during the transfer of an entire business or a functional part of it. The article 2112 codice civile ensures that employees retain their existing rights and seniority when the ownership of a production unit changes hands. It operates automatically upon the execution of the sale or lease agreement.
Transfer Mechanism
Succession occurs by law without requiring the individual consent of the workforce. Every contract active at the moment of the transaction passes to the purchaser under article 2112 codice civile.
Shared Responsibility
Financial obligations exist between the transferor and the transferee for a specific window. For all debts existing at the date of the transfer, article 2112 codice civile holds both parties liable to the employees. This obligation is frequently managed through escrow accounts or specific price adjustments during the closing of an industrial acquisition.
Harmonization Constraint
Employment terms remain fixed and cannot be worsened as a direct result of the ownership change. While the purchaser may apply a different collective bargaining agreement, article 2112 codice civile prevents the loss of acquired economic benefits. Management must follow strict consultation procedures if post-transfer restructuring is planned.
This rule applies even if the transfer involves only a portion of the company provided that the transferred assets constitute an autonomous economic entity capable of production.
