ITALY Law and Practice Contributed by: Maurizio Marullo, Giorgio Vagnoni and Francesco Amoresano, LAWP Studio legale e tributario
the associate clubs in various sectors (eg, marketing, event organisations, governance, broadcasting rights, player transfers). Professional Clubs Professional clubs can only adopt the form of joint stock companies or limited liability companies. Said companies have: • the ability to distribute profits among members, but 10% of profits must be allocated to youth sports training and education centres; and • the obligation to adopt a board of statutory audi - tors. The above legal forms allow clubs to meet demands for transparency and accountability given the grow - ing commercialisation of sport and the involvement of professional investment funds as shareholders and investors of football clubs. For instance, the adoption of the joint stock company form allows managers to issue bonds and other financial instruments to finance daily operations, which can be underwritten by pro - fessional investments and, to a certain extent, other individuals. Non-Professional Clubs Non-professional clubs may adopt the form of rec - ognised/unrecognised associations (ASDs) or limited/ co-operative companies (SSDs). These entities are primarily non-profit organisations, with a core focus on sports activities. Only SSDs have the possibility of limited profit distribution (less than 50% of annual profits). In terms of individual liability, unrecognised ASDs do not have patrimonial autonomy, meaning that individu - als acting on the club’s behalf hold personal liability for any debts. Conversely, recognised ASDs and SSDs have patrimonial autonomy, meaning that the liabil - ity of members is limited to the capital contributed. Owing to their non-profit, sports-educational activi - ties, both entities can benefit from tax benefits. Since July 2023, the legislation concerning non-pro - fessional clubs was reorganised. Some aspects were modified and/or clarified (eg, both ASDs and SSDs may carry out wider commercial activities – such as
sponsorship, ticketing, etc – in so far as they are still instrumental to sports activities). Non-professional clubs still benefit from tax benefits, but only if they are registered in the “National Registry of Amateur Sports Activities” held by CONI, since said registration certi - fies the amateur/non-professional nature of a club. 4.2 Corporate Governance Codes Corporate Criminal Liability Under Legislative Decree No 231/2001, companies and other legal entities are subject to a particular lia - bility for certain offences perpetrated by their manage - ment or representatives. To avoid liability, companies are required to: • adopt and implement an “Organisation, Manage - ment and Control Model” (or “231 Model”), which sets principles and procedures for evaluating, monitoring, preventing and managing the risk of offences committed within the company; and • appoint a supervisory body, in charge of evaluating and monitoring the observation and implementa - tion of the 231 Model. The principles have also been applied to sports enti - ties. CONI required national federations to adopt their own 231 Model, which must also be observed by affil - iates and members. Further, federations can adopt guidelines to be observed by leagues and clubs that decide to adopt their own 231 Model. Certain leagues have expressly requested that their affiliated clubs adopt their own 231 Model as a mandatory require - ment for membership. Clubs participating in national championships have to adopt 231 Models and appoint a supervisory body to prevent acts aimed at violating the principles of loyalty, fairness and probity in all relationships. Further, under Legislative Decree No 39/2021, sports clubs must, under penalty of disciplinary sanctions: • adopt organisational and control models for sport - ing activities and codes of conduct in order to protect minors and prevent harassment, gender- based violence and discrimination (eg, safeguard - ing models); and • appoint a Safeguarding Officer.
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