On August 4, 2026, the Italian Council of Ministers has approved a draft bill overhauling the rules on the liability of legal entities under Legislative Decree No. 231 of 2001. Below is a summary of the main changes.

• Organizational fault as the sole basis for liability
  • Organizational fault (“colpa in organizzazione”) becomes the exclusive subjective criterion for imputing liability to the entity. Crucially, this eliminates the current reversal of the burden of proof: the prosecutor, not the entity, must demonstrate organizational failings.

• Unified liability test — no more “apical vs subordinate” distinction
  • The current two-track system — which treats offences committed by senior management differently from those committed by subordinates — is abolished. A single criterion applies: the entity is liable only where a causal link is established between the failure to adopt (or effectively implement) an adequate compliance model and the commission of the offence.

• Presumption of corporate interest or benefit for offences based on negligence
  • For offences based on negligence, a rebuttable presumption of corporate interest or benefit is introduced where the breach of applicable rules has resulted in appreciable cost savings or increased output.

• Clearer compliance model requirements
  • The reform defines the essential content, adoption procedure, and revision process for compliance models. Models that follow guidelines issued by representative trade associations are presumed adequate; a court departing from that presumption must give specific reasons. In the field of occupational health and safety, models based on the UNI ISO standard carry full exonerating effect.

• Simplified procedures for SMEs
  • The Minister of Justice is tasked with issuing a decree setting out simplified procedures for small and medium-sized enterprises to adopt and implement effective compliance models.

• Expanded grounds for extinguishing liability
  • A new ground to extinguish liability is added for entities that take post-offence remedial action to cure the compliance gaps identified by the public prosecutor. Specific extinction rules apply to environmental and tax offences (remediation and full payment, respectively). In addition, liability is extinguished where the entity eliminates the organizational failures identified in the certified assessment.

• Strengthened procedural safeguards
  • The public prosecutor must specify the organizational failings both in applications for injunctive measures and when formally charging the entity; failure to do so renders the proceedings null. Pre-trial seizure is excluded where the entity offers adequate security. Plea-bargaining is now available to the entity regardless of the parallel proceedings against the individual. A time-bar mechanism is introduced: liability is extinguished five years after an injunctive sanction of up to one year (or two years after a pecuniary sanction only), provided no offence of the same kind is committed in the interim.

• Government delegation on sanctions and crimes giving rise to liability
  • The Government is delegated to adopt, within 8 months of the law’s entry into force, a legislative decree revising the sanctions framework and the catalogue of crimes giving rise to 231 liability, which should limit such crimes to those with greater connection to corporate activities.

This reform represents a fundamental shift in Italy’s corporate liability regime: it places organizational fault at the center of the system, removes the burden-of-proof asymmetry that has long been criticized by practitioners, and introduces meaningful incentives for entities to invest in robust compliance programs. Businesses operating in Italy — or with Italian subsidiaries — should assess the impact on their existing 231 models as the bill progresses through Parliament.