Adeguati assetti organizzativi: da obbligo normativo a leva strategica

The adoption of adequate organisational, administrative and accounting structures is an obligation that concerns, first of all, the company and its management in order to verify its performance and balance. It is not a principle reserved for large companies: today it closely affects all Italian SMEs.

Provided by art. 2086 of the Civil Code, this duty should not be understood only as a fulfillment of regulatory compliance. Rather, it represents a strategic safeguard to ensure business continuity, promptly identify signs of crisis and consolidate the trust of stakeholders, credit institutions and investors.

What does it mean to have adequate structures

Art. 2086 obliges the entrepreneur to equip himself with an organisational, administrative and accounting structure suited to the nature and size of the company, based on the timely detection of the company's crisis and the loss of business continuity.

The entrepreneur is required to implement a structured organisation, capable of systematically addressing business risks, whether predictable or unforeseeable.

The organizational structure represents the set of relationships between the different company functions and between the subjects who they hold management, operational and control roles. To be considered adequate, it must guarantee the pursuit of the corporate object, allow a clear and immediate identification of tasks and responsibilities, and precisely define the rules of the decision-making process.

The administrative structure includes the processes and tools - typically attributable to the Administration, Finance and Control function - necessary to ensure management visibility and control over corporate phenomena. This vision must be both final (oriented towards the analysis of past results) and prospective (forward looking), so as to guarantee an anticipated and informed representation of the economic, equity and financial performance of the company.

The accounting structure is made up of the set of processes and tools that ensure the correct recording of company facts. Its objective is to offer a truthful, accurate, timely and analytical representation of the company's final performance, in order to support well-founded and transparent decisions.

The risks of not complying

The legislation did not remain on paper. The courts have already condemned administrators for failing to implement adequate structures, with very serious personal financial consequences. In the absence of structures, in fact, it is not possible to demonstrate that you have supervised the continuity of the business.

For the entrepreneur, this means that ignoring the obligation exposes him to direct liability and the concrete risk of legal action. The lack or inadequacy of the structures becomes attributable to the management bodies, especially when it appears that the adoption of adequate structures could have prevented or mitigated the corporate crisis.

Directors who fail to establish them, or who are unable to promptly detect a crisis situation and take action to deal with it, are liable under art. 2392 c.c. The failure to adopt adequate structures, or their inadequacy even if formally foreseen, not only effectively renders the company's activity "unlawful" - as it does not comply with the duties imposed by the civil code - but can also give rise to a complaint to the Court pursuant to art. 2409 of the Civil Code

Not just bureaucracy

The adequate organisational, administrative and accounting structures are not only used to comply with a legal obligation, but represent a protection tool for the company and for the entrepreneur himself. At the same time, they strengthen the credibility of the company in the eyes of banks, commercial partners and stakeholders.

Implementing a system of adequate structures is therefore not mere compliance, but a real strategic investment, capable of generating concrete advantages:

• Easy access to credit: banks reward transparent companies, with solid governance;
• Greater resilience: promptly identifying signs of crisis allows intervention before difficulties become structural, anticipating financial imbalances or management;
• Reputation: clear and reliable governance increases the trust of customers, suppliers and partners, consolidating the company's image;
• Sustainable growth: effective control tools allow for thoughtful development decisions to be made.

The appropriate structures must therefore not be perceived as a bureaucratic cost, but as a pillar of competitiveness. Those who adopt them secure the company, protect the administrators and build the foundations for stable and sustainable growth.

If correctly interpreted and applied, the obligation set out in the art. 2086 c.c. it does not only represent a duty to be fulfilled, but can be transformed into a great opportunity for development. In fact, it offers the entrepreneur a precious tool for reading and orientation in an increasingly complex and unpredictable economic context.