ITALY Law and Practice Contributed by: David A Röttgen, Andrea Farì, Francesco Fonderico and Ermanno Fonderico, Ambientalex Studio Legale
16.4 Green Finance Legislative Decree No 125/2024 transposed the CSRD into national law, which, by expanding its scope, amends the Non-Financial Reporting Directive (EU) 2014/95 (NFRD). Pursuant to Article 2 (1) of Decree No 125/2024, it applies to corporations (joint stock companies, limited partnerships, limited liability com- panies) and some partnerships (general partnerships and limited partnerships) if public limited companies, limited partnerships or limited liability companies (in the forms listed in Annex I to Directive 2013/34/EU, or comparable to those listed in said Annex I) are share- holders. Insurance companies and credit institutions (ie, banks and financial institutions) are also included, provided they are large enough to meet the criteria set out in the decree. Micro-enterprises (ie, companies that do not exceed certain limits in terms of revenues, balance sheet total and number of employees) and the Bank of Italy are excluded. Article 3 stipulates that large enterprises, as well as small and medium-sized listed enterprises, include in a special section of the management report the information necessary for understanding the impact of the enterprise on sustainability issues, as well as the information necessary for understanding how sus- tainability issues affect the enterprise’s performance, results and situation. Article 3 (2) lists the issues to be included in the sus- tainability reporting. Article 4 provides a similar provision for parent com- panies of a large group. Even though the provision includes just some of the components related to climate change, Articles 2, 3 and 4 should be read in the light of Regulation (EU) 2020/852 (the “Taxonomy Regulation”) and the related delegated acts progressively issued by the European Commission. As to monitoring and enforcing tasks, the ordinary competencies apply. Thus, the main enforcement tasks lie with the judiciary. Nonetheless, a crucial role is also played by independent authorities (eg, the
Cases of exclusion of the right of access are exhaus- tively listed, and the administration is required to justify its refusal. In the case of illegitimate refusal to grant access, it is possible to request access to administrative remedies through the ombudsman and the administrative judge. Specific sector-related legislation exists requiring cer- tain information to be made public – eg, EIAs, environ- mental strategic assessments (ESAs) and integrated pollution prevention and control (IPPC) – see the MASE website, the register of contaminated sites, the national electronic register for the traceability of waste (managed directly by MASE) or the national register of producers, within the framework of EPR. 16.3 Corporate Disclosure Requirement As a general rule, companies are not required to dis- close environmental information in their annual reports under the Italian Civil Code. However, environmental permits often require annual reports to be submitted to the relevant public entities regarding the environmen- tal status of the plants and compliance with the provi- sions included in the permit. Corporations entrusted with environmental-related public utilities (waste man- agement, water services, energy services) may also be subject to the obligation laid down by Legislative Decree No 195/2005 (see 16.2 Public Environmental Information ), in so far as access to relevant environ- mental information is requested by the public. Further environmental information-disclosing duties on corporations are set forth in Legislative Decree No 125/2024, which transposed the CSRD into Italian legislation. Decree No 125/2024 repeals the previous Legislative Decree 254/2016 (the “NFR Decree”) and introduces sustainability reporting that replaces non- financial reporting. It should be highlighted that Legis- lative Decree No 125/2024 provides that sustainability reporting must now be included in a separate section of the annual report. Directive (EU) 2025/794, commonly known as “Stop the Clock”, was transposed into Italy by Law Decree No 95/2025, postponing sustainability reporting and due diligence obligations for certain categories of companies, thereby amending Legislative Decree 125/2024.
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