Business Crisis and Insolvency Code: Adequate Organisational, Administrative and Accounting Structures
With the enactment of the Italian Business Crisis and Insolvency Code, all corporate entities – not just large listed companies – are obliged to have adequate organizational, administrative and accounting arrangements capable of detecting imbalances and critical economic and financial issues in a timely manner and to assess the possibility of rehabilitation.
Who is responsible for these structures?
The responsibility for ensuring the adequacy of organisational structures lies primarily with the executive directors who are required to design, implement and maintain such systems. It is then up to the Board of Directors to critically verify their adequacy, while the statutory audit body (Board of Statutory Auditors) must supervise their actual implementation and operational effectiveness.
What are the risks of non-compliance?
Failure to adopt adequate organisational structures may entail significant legal consequences for directors and auditors, including:
- personal and joint liability of directors for damages caused to the company, its shareholders and creditors (Articles 2476 and 2486 Italian Civil Code);
- liability actions brought by creditors or shareholders in the event of a crisis that is not promptly identified and managed (Article 2392 c.c.);
- court petition for serious irregularities in management (Article 2409 c.c.);
- liability of the Board of Statutory Auditors for failure to supervise the adequacy and effective functioning of the organisational structures (Articles 2403 and 2407 c.c.).
Modern enterprise management requires organizational arrangements that are not just “on paper,” but concretely capable of monitoring risk and preventing critical situations.
ESG Assessment for SMEs: from compliance to strategic leverage
The integration of ESG (Environmental, Social, and Governance) criteria is no longer an issue confined to large corporations. Increasingly, small and medium-sized enterprises (SMEs) are also expected to demonstrate a concrete commitment to sustainability. The first tangible step in this direction is the ESG assessment.
What is an ESG Assessment?
The assessment consists of approximately 180 questions, divided across 11 impact areas, which in turn reflect the three ESG pillars: environment, social and governance.
An ESG assessment enables the company to:
- understand its current sustainability baseline;
- identify operational weaknesses (e.g. energy use, waste management, inclusion, health and safety, supply chain monitoring);
- obtain a comprehensive ESG rating (from 0 to 100), both overall and by impact area;
- access a tailored report containing concrete recommendations for improvement.
The output is a technical-consulting report that highlights strengths and weaknesses, proposes feasible, resource-calibrated sustainability improvements and supports management in drafting a realistic ESG action plan.
In a market increasingly sensitive to the social and environmental value of products and services, an effective ESG positioning can also translate into a “green premium” — a willingness by consumers to pay more for sustainable offerings.
Start-Up Act: Certified incubators and accelerators
With Law No. 193/2024 and the implementing decree of 20 December 2024, the Italian legislator has updated the Start-Up Act, also officially recognizing certified accelerators alongside incubators.
- Incubators: support startups in the early stages by providing space, training, mentoring and access to investors.
- Accelerators: help established startups with intensive programs and investment in exchange for equity.
Certification and requirements
The decree of 20 December 2024 introduced minimum eligibility criteria and quality standards for certification. Both types of entities must be registered in the Companies Register (Registro delle Imprese) and meet minimum thresholds for technical criteria and proven experience.
Incentives for Certified Incubators
The main benefits include:
- free, automatic, and priority access to the SME Guarantee Fund;
- exemption from stamp duties and Chamber of Commerce fees;
- flexible remuneration tools, such as stock options and work for equity schemes;
- an 8% tax credit, also extended to certified accelerators, for investments made in innovative start-ups.
The reform strengthens the role of incubators and accelerators in promoting innovation and encourages their dissemination, including in digital modes.
Reform of of the discipline of Corporate Liability
A technical working group has been established to draft a comprehensive reform of Italy’s corporate administrative liability regime (Legislative Decree No. 231/2001), with the aim of restoring the original rationale of the legislation: crime prevention and enhancement of internal corporate governance systems. Notably, the reform introduces, for the first time, a dedicated framework for small and medium-sized enterprises (SMEs). In many SMEs, the shareholder is also the director and often personally involved in operational management. In such cases, distinguishing the individual’s liability from that of the entity becomes particularly complex.
Key Directions of the reform:
- Simplification for SMEs, through tailored organisational models;
- Revision of the sanctions and precautionary measures, in line with general criminal law principles;
- Rationalisation of the catalogue of predicate offences, currently considered excessive, fragmented and sometimes inconsistent with the scope of the decree;
- Extension to legal persons of reward institutions now reserved for individuals (e.g., tenuity of the act, extinction of tax debt).
Reform 231 moves in a direction that can reward those who truly invest in prevention, with consistent, calibrated and functional models.
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