The regulations governing the administrative liability of entities could be subject to a significant revision. On August 4, 2026, the Council of Ministers approved a bill aimed at modifying the system established by Legislative Decree No. 231 of 2001, addressing some of the most relevant aspects for businesses, from the burden of proof to organizational fault, and the sentencing treatment of smaller entities.
However, the measure is still under consideration by Parliament. Until its eventual final approval and the adoption of subsequent implementing measures, the regulations currently in force continue to apply.
One of the central interventions of the reform concerns the relationship between corporate organization and the entity's liability. The bill expressly introduces so-called organizational fault as a criterion for the subjective attribution of the offense and moves beyond the distinction provided by Articles 6 and 7 of Decree 231 between offenses committed by individuals in senior management positions and offenses committed by persons subject to the direction or supervision of others.
The amendment would also have significant consequences regarding the burden of proof. Under the current regulations, when the offense is committed by a senior manager, the entity must demonstrate that it adopted and effectively implemented an organization, management, and control model suitable for preventing the offense, in addition to proving the fraudulent circumvention of the model by the perpetrator. The new framework instead aims to link the entity's liability to the prosecution's establishment of a causal link between the organizational deficiency and the commission of the offense.
Corporate liability would therefore not derive automatically from the commission of the offense by a natural person but would require proof of a concrete inadequacy of the corporate organization regarding the risk that occurred.
Particular attention is also paid to unintentional offenses, especially in the field of workplace safety. The bill introduces a presumption of interest or advantage for the entity when a violation of the provisions relating to the conduct of the activity results in an appreciable cost saving or an increase in production.
This provision is particularly significant in proceedings related to workplace accidents and violations of accident prevention regulations, where the criterion of the entity's interest or advantage has represented one of the main themes of interpretive debate over the years. The new formulation links the evaluation to concretely measurable elements, such as savings obtained through the failure to adopt certain safety measures or the increase in production resulting from the violation.
A further element of interest concerns organization and management models. The bill intervenes in the criteria used to evaluate their adequacy, providing a presumption of compliance for models developed based on guidelines prepared by representative associations of the entities. Should the judge intend to deviate from such indications, they must specifically state the reasons why they consider the model unsuitable.
A specific provision also concerns workplace health and safety, for which particular relevance is attributed to models adopted based on UNI ISO standards, which are recognized with a presumption of compliance with exculpatory effect.
The new framework also focuses on small and medium-sized enterprises, for which the introduction of simplified procedures for the adoption and effective implementation of organizational models is planned. The concrete methods of application will be defined through a subsequent decree by the Minister of Justice.
For SMEs, this is a potentially significant intervention, considering that the preparation and updating of a 231 model can represent a particularly substantial organizational commitment for smaller entities. The goal of the reform is therefore to make prevention tools more proportionate to the characteristics and structure of the business.
Among the most relevant innovations from a sentencing perspective is the possibility for the judge to reduce or waive the administrative fine for small entities when the perpetrator of the offense substantially coincides with the entrepreneur already convicted for the same act.
The provision aims to take into account situations in which the natural person and the legal entity constitute, from an economic point of view, a strictly coinciding reality. This is the case, for example, of a small company in which the sole shareholder also holds the role of director and employer. In such a situation, the entrepreneur could be the recipient of the personal criminal penalty while the company, at the same time, would be called to account under Decree 231. The new regulation would allow the judge to consider the penalty already imposed on the natural person and consequently reduce or exclude the fine applied to the entity.
The bill also addresses remedial actions, expanding the possibilities for the entity's offense to be extinguished. In certain circumstances, the company could benefit from extinction through interventions following the commission of the act, aimed at eliminating the organizational deficiencies identified during the proceedings.
The reform also attributes greater relevance to the actions taken by the company to correct its organizational criticalities. In environmental and tax matters, specific hypotheses of extinction are provided, linked respectively to the removal of the organizational deficiency and, for tax crimes, to the full payment of the amounts due.
Another aspect concerns the autonomy of the entity's liability. According to the bill, the liability of the legal entity could exist even when the perpetrator of the offense has been identified but cannot be punished due to a lack of culpability linked to the company's organizational deficiencies. This is a provision that, while part of a reform oriented in several points toward strengthening guarantees for businesses, expands the autonomy of the entity's offense relative to the liability of the natural person in this specific area.
Important innovations also concern the procedural phase. The public prosecutor would be required to specifically indicate the organizational deficiencies charged to the entity both in the request for the application of a disqualifying measure and in the charging of the offense. Failure to indicate these could result in the nullity of the charge and the subsequent decree ordering the trial.
The reform also addresses preventive seizure, providing the possibility to avoid it through the provision of a suitable security deposit, and modifies the procedures for dismissing the proceedings, attributing a more direct role to the judge in the relative decision.
On a comprehensive level, the bill therefore aims to redefine the relationship between corporate liability and the adequacy of its organization, shifting the focus toward the concrete assessment of organizational fault. At the same time, it introduces potentially more favorable tools for businesses, especially smaller ones, through simplified procedures, new possibilities for resolving the offense, and a greater emphasis on remedial actions.
However, the reform is not yet operational. Until the final approval of the law and the adoption of subsequent legislative decrees, businesses must continue to refer to the regulations of Legislative Decree 231/2001 currently in force. This means that organizational models adopted or updated in the current period must be prepared taking into account the current regulations and the current catalog of predicate offenses.
The reform process therefore deserves particular attention from businesses, especially because an effective 231 model does not only represent a tool for protection against the entity's potential liabilities but constitutes an integral part of a system for corporate organization, control, and risk management. Regulatory evolution makes it even more important to periodically verify the adequacy of one's model and update it in relation to new risks and legislative changes.