Corporate Law, Administrative Liability of Entities, Legislative Decree no. 231 of June 8, 2001, Reform Proposal, Observations and Proposals
This paper examines the reform proposal regarding the administrative liability of entities under Legislative Decree no. 231 of June 8, 2001—drafted by a commission of experts appointed by the Ministry of Justice—by analyzing its key innovations and the resulting practical application issues.
This reform has been long awaited, as it addresses a subject matter that has undergone significant evolution over the years, both in corporate practice and in judicial interpretation.
It impacts central aspects of corporate organization and liability, as well as issues of systemic importance for the legal system as a whole. For these reasons, it represents a significant step forward for our legal and economic system.
The new provisions of the reform proposal follow five guiding principles:
- establishing the centrality of “organizational fault” as a constitutive element of the entity’s offense;
- leveraging best practices currently employed by companies;
- introducing a general principle whereby “231 compliance” measures must be tailored to the nature and size of the company, including simplified measures for SMEs;
- strengthening incentive mechanisms—including by recognizing the value of post-incident reorganization—and enhancing procedural safeguards for the accused entity;
- aligning the statute of limitations applicable to the entity with that applicable to natural persons.
The result is a reform proposal whose fundamental principles are highly commendable. It is a balanced, targeted text that incorporates the best insights from case law and practice developed over the twenty-five years the legislation has been in force; it avoids the temptation to over-regulate the company’s organizational aspects and enhances the proportionality of requirements for smaller businesses, thereby improving the standing of Italian companies in the international context regarding measures to combat illegality.
This project is part of a broader process of transforming corporate compliance, wherein organizational models are assuming an increasingly central role—not only for securing exemption from corporate liability but also as tools for risk management, ensuring legal compliance, and integrating obligations arising from related regulatory frameworks.
From this perspective, the paper offers a critical assessment of the proposed reforms, highlighting their potential, limitations, and possible systemic implications.
In discussing the changes proposed by the reform commission, the study also highlights points of intersection and the need for coherence between Legislative Decree 231/2001 and other regulatory areas that have undergone significant evolution in recent years—such as the Anti-Mafia Code, national and European regulations regarding sustainability, human rights protections and obligations, supply chain due diligence, and certain provisions of the Public Procurement Code.
01/07/2026
Source: Assonime
