Defence of your Italian subsidiary in Decree 231 proceedings
The call usually comes from the Italian managing director. The Guardia di Finanza has been in the office, documents and servers are under seizure, and someone mentioned Decree 231. In Decree 231 proceedings the company needs its own defence, separate from that of its managers, and the first weeks decide much of the outcome.
Headquarters wants to know three things: how bad it is, who is at risk, and what to do this week.
On this page: The company is a party | The first weeks | What we do | Summary table | The view of Avv. Soardi | FAQ
In Decree 231 proceedings the company needs its own defence
Under the Decree 231/2001 the company is not a bystander. It takes part in the criminal case through its legal representative and its own counsel, next to the individuals under investigation. The prosecutor formally notifies the charge against the company under Article 59.
A trap opens here. Under Article 39, if the legal representative is himself charged with the predicate offence, he cannot appear for the company. The board must therefore appoint someone else to sign the appointment of counsel; otherwise the company's filings risk being declared inadmissible.
The first weeks of the defence in Decree 231 proceedings
Prosecutors can ask the judge for interim measures against the company under Article 45: the same disqualifications that would follow a conviction, imposed before trial. In addition, Article 53 allows the preventive seizure of the price or profit of the offence, which can freeze bank accounts at once.
The company is not powerless. Under Article 17, disqualifications do not apply if, before the first-instance trial opens, it compensates the damage, removes the harmful consequences, puts the profit at the disposal of the court and fixes its organisation with a suitable Model. Article 49 allows the judge to suspend interim measures while the company carries out those steps.
What our defence does in Decree 231 proceedings
- Read the files and tell headquarters, in English, what the case is about and how serious it is.
- Organise the company's appearance in the proceedings and, if needed, the appointment of a new legal representative.
- Challenge seizures and interim measures before the competent court.
- Assess the Model: if it was adequate, it is the core of the defence; if it was not, we plan the remedial steps of Articles 12 and 17.
- Coordinate with the lawyers of the individuals, so that their defence and the company's do not collide.
- Defend the company through trial and appeal.
Each step comes with a short written update for headquarters. Decisions with legal effect in Italy stay with the Italian board, as the law requires.
Summary table
| Event | Rule | What the defence does |
|---|---|---|
| Charge notified to the company | Art. 59 | Appearance in the proceedings and first line of defence |
| Legal representative also charged | Art. 39 | Appointment of a different representative to sign for the company |
| Request for interim disqualification | Art. 45 | Challenge, or request of suspension under Art. 49 |
| Seizure of accounts or assets | Art. 53 | Challenge before the review court |
| Remedial steps before trial | Arts. 12 and 17 | Lower fine and no disqualifications |
The view of Avv. Soardi
Foreign groups often want to wait for the outcome of the case against the managers before deciding anything about the company. I understand the instinct, but the Decree rewards the opposite. The window of Article 17 closes when the first-instance trial opens, and after that the company can only reduce the damage.
For this reason my first advice is usually about timing, not about arguments.
FAQ on the defence in Decree 231 proceedings
Can the same lawyer defend the company and the managers?
Often not. The interests may conflict: the company may argue that a manager broke the Model, while the manager may argue that he followed instructions. We assess the conflict at the start.
Can the company settle the Decree 231 proceedings?
Yes. Article 63 allows the company to ask for the application of the sanction by agreement, a form of plea bargaining, within the limits set by the Decree.
Does an acquittal of the managers close the case for the company?
Not necessarily. Under Article 8 the company's liability is autonomous: it remains even when the author of the offence cannot be identified or cannot be charged.
How long do the proceedings last?
They follow the criminal case against the individuals and usually run together with it. The interim phase, however, can be very fast, which is why the first weeks matter most.
Offices and urgent contact
Soardi Studio Legale works from Bergamo and Brescia and defends companies before criminal courts throughout Italy, including cases with a cross-border side. We report to foreign headquarters in English.
Related services: Model 231 for foreign companies in Italy, external Supervisory Body for Italian subsidiaries, internal investigations in Italy. Italian version: Difesa dell'ente nel procedimento 231.
If something has already happened, call +39 035 236659 or write to info@studiosoardi.com.
Avv. Stefano Soardi - updated on 21 October 2026
