Model 231 for your Italian subsidiary
An Italian subsidiary of a foreign group can be prosecuted for crimes committed by its directors or employees. A criminal court hears the case under Legislative Decree no. 231 of 8 June 2001, and the company sits next to the individuals as a defendant. The defence the law itself offers is a Model 231 that the Italian subsidiary adopts and actually applies before the offence.
Most headquarters find out late. Usually when the Guardia di Finanza is already in the building.
On this page: What Decree 231 does to an Italian subsidiary | An effective Model 231 | Why group policies are not enough | How we work with your group | Summary table | The view of Avv. Soardi | FAQ
What Decree 231 does to an Italian subsidiary
Under Article 5, the company is liable when a listed offence is committed in its interest or to its advantage by someone in a senior position, or by someone under their direction or supervision. If the person acted only in his own interest, or in the interest of third parties, the company does not answer.
The list of predicate offences keeps growing: bribery, tax crimes, health and safety at work, environmental offences, money laundering, cybercrime, false accounting. The full text of the Decree 231/2001 is available on Normattiva, the official database of the Italian State, in Italian.
Sanctions under Article 9 include fines, confiscation of the profit, publication of the judgment and disqualification measures. The court counts fines in quotas: between 100 and 1,000, each worth between about 258 and 1,549 euro (Article 10). Disqualifications go from the suspension of licences to a ban on contracting with public authorities, and the judge can impose some of them as interim measures, before any trial (Article 45).
An effective Model 231 protects the Italian subsidiary
Article 6 lets the company avoid liability for offences of senior managers if, before the fact, it had adopted and effectively implemented an organisational model fit to prevent offences of that kind, and had entrusted a Supervisory Body (Organismo di Vigilanza) with autonomous powers of initiative and control. For offences of employees, Article 7 gives the same weight to a model adopted and applied in time.
The key word is effectively. Italian judges look at the risk assessment behind the Model, at the procedures actually followed and at what the Supervisory Body did during the year. In other words, a document nobody reads does not pass that test, whatever the group calls it: 231 Model, Organisational Model 231 or, in the words of the Decree, Organisation, Management and Control Model.
Article 6, paragraph 2, lists what the Model must contain: the activities in which offences may be committed, specific protocols for decisions in those areas, rules on financial resources, information flows to the Supervisory Body and a disciplinary system. In addition, since Legislative Decree 24/2023 it must provide internal whistleblowing channels.
Why group policies cannot replace a Model 231 for an Italian subsidiary
- The group code of conduct is assumed to be enough. It is not: Article 6 requires a model built on the Italian company's own activities and risks.
- FCPA or UK Bribery Act programmes are written around bribery. The Decree also covers tax, safety and environmental offences, which is where many Italian proceedings start.
- Group interest is not a shortcut in either direction. Liability does not move up or down the chain automatically: the court looks for a concrete interest or advantage of the specific company.
- Translated procedures often describe a process the Italian office does not follow. When the prosecutor compares paper and practice, the gap becomes evidence.
However, group policies still matter. A good Model 231 uses them where they fit and states clearly which rule prevails when the two systems differ, so that employees are not left with two answers to the same question.
How we work with your group
- A first call with the group legal or compliance team, in English.
- Risk assessment of the Italian company: interviews, documents, processes, powers of attorney.
- The Model: general part, special parts by risk area, disciplinary system, information flows to the Supervisory Body.
- Alignment with group policies, so the two systems do not contradict each other.
- Training for directors and staff, and appointment of the Supervisory Body.
- Reporting to headquarters in English, at the intervals you set.
For this reason the board adopts the Italian version of the Model, and that is the version a court reads. The English version is a working copy for headquarters, kept aligned with every update.
Summary table
| Question | Rule | What it means for the subsidiary |
|---|---|---|
| When is the company liable? | Art. 5 | Offence committed in its interest or to its advantage by a manager or an employee |
| How can it avoid liability? | Arts. 6 and 7 | Model adopted and effectively implemented before the fact, with a working Supervisory Body |
| What must the Model contain? | Art. 6, para. 2 and 2-bis | Risk areas, protocols, financial controls, information flows, disciplinary system, whistleblowing channels |
| What does it risk? | Arts. 9, 10 and 45 | Fines in quotas, confiscation, disqualifications, also as interim measures |
| Do group policies count? | Art. 6 | Only if built into a model tailored to the Italian company |
The view of Avv. Soardi
I write Models as a criminal defence lawyer, and I read them the way a prosecutor will. The first thing I look for in a subsidiary is the distance between the powers on paper and the decisions taken in practice: who really signs payments, who really chooses suppliers, who really answers for safety.
That distance is where a Model fails in court. Therefore closing it costs less before an inspection than after one, and it is the part of the work a translated group manual cannot do.
FAQ on the Model 231 for an Italian subsidiary
Is a Model 231 mandatory for an Italian subsidiary?
Not as a general rule. Decree 231 makes it the condition for avoiding liability, not a legal obligation. In practice, however, public tenders, sector rules, banks and large clients often ask for it.
Can the parent company be liable for what happens in Italy?
Not automatically. The court must find a concrete interest or advantage of the parent and a contribution of someone acting for it. In short, the court assesses each company on its own facts.
What if the offence happens before the Model is adopted?
A later Model does not exclude liability for that fact. Even so, it counts: under Articles 12 and 17, remedial steps taken before the first-instance trial opens can reduce the fine and avoid disqualifications.
Does the Model have to be in Italian?
The people who apply the Model in Italy must understand it, and Italian is the language of the proceedings. We draft it in Italian and keep an aligned English version for the group.
Offices and first call
Soardi Studio Legale has offices in Bergamo, Via dei Partigiani 5, and in Brescia, Via Armando Diaz 1b, in the industrial heart of Lombardy. The firm works across Italy and with groups based abroad; meetings with headquarters take place in English, also remotely.
Related services: external Supervisory Body for Italian subsidiaries, defence of the company in 231 proceedings, internal investigations in Italy. Italian version: Modello 231 per filiali italiane di gruppi esteri.
To arrange a first call, write to info@studiosoardi.com or call +39 035 236659.
Avv. Stefano Soardi - updated on 21 October 2026
