The 8th June 2001 legislative Decree no. 231, (“Decree”), introduced the “Administrative liability of legal entities, companies and associations including those without legal status according to art. 11 of the 29TH September 2000 Law, no. 300”.

The issue is quite innovative for the Italian legal system because for the first time the  liability arises not only on the head of the individual and actual perpetrator of the offence, but for legal entities as well.
Before the enforcement of the Decree, entities could be held liable only under the  civil ground and not  the criminal one, according to arts. 196 and 197 of the Criminal Code, and chargeable to pay fines in the event of  the perpetrator insolvency.
On Art. 6 the Decree, sets forth a sort of liability “exemption” in favour of the entities able to prove “to have adopted and effectively implemented the appropriate organizational, management and control models in order  to prevent offences as the one occurred”.
The control system, as set forth by the norm, is optional and not compulsory. However, it is evident that  in the event of an adverse sentence under the criminal code the entity could be punished with sanctions as provided for by the Decree, while, on the other hand, shareholders could take action against the company’s directors for negligence in the prior arrangement of the organization, management and control model in order to take advantage of the “exemption” clause.
The Decree’s Art. 6 provides that the representative associations of an entity may draw up a behaviour Code on the grounds of which each organization, management and control Model will be formulated and then transmitted to the Ministry of Justice in order to receive remarks, within 30 days, on the Model’s potential power to prevent the offences’ perpetration.
The Ministry of Justice 201/2003 Decree handles the endorsement of the behaviour  Code submitted  to  its evaluation; the Ministry has approved the following associations’ guidelines:

• Abi
• Ance
• Assosim
• Anie Federazione
• Confindustria
• Assobiomedica
• Assogestioni
• Confcommercio
• Acea Venezia
• Unindustria Venezia
• Asstra
• Assifact
• Confcooperative
• Federazione italiana delle industrie del legno, del sughero, del mobile e dell’arredamento
• Ancc – Coop
• Confartigianato
• Aris