ITALY Law and Practice Contributed by: Maurizio Marullo, Giorgio Vagnoni, Francesco Amoresano and Fausto Consolo, LAWP Studio legale e tributario
omy, meaning the liability of members is limited to the capital contributed. Due to their non-profit, sports-educational activ - ities, both entities can benefit from tax benefits. Since July 2023, the legislation concerning non-professional 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, insofar 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 certifies the amateur/non-professional nature of a club. Under Legislative Decree No 231/2001, compa - nies and other legal entities are subject to a par - ticular liability for certain offences perpetrated by their management or representatives. To avoid liability, companies are required to: • adopt and implement an “Organisation, Man - agement and Control Model” (or “231 Mod - el” ), which sets principles and procedures to evaluate, monitor, prevent and manage the risk of offences committed within the com - pany; and • appoint a supervisory body, in charge of evaluating and monitoring the observation and implementation of the 231 Model. 4.2 Corporate Governance Corporate Criminal Liability The principles have also been applied to sports entities. CONI required national federations to adopt their own 231 Model, which must also be observed by affiliates 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 requirement for membership. Clubs participating in national championships have to adopt 231 Models and appoint a Super - visory 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 sporting activities and codes of conduct in order to protect minors and prevent harass - ment, gender-based violence and discrimina - tion (eg, safeguarding models); and • appoint a Safeguarding Officer. Eligibility Criteria Certain sports federations (eg, FIGC) provide that any entity willing to acquire a membership interest in a professional football club must meet certain financial and integrity requirements and demonstrate and/or declare (as the case may be) that they are not involved in previous crimi - nal proceedings or in any insolvency situations involving other clubs. Failing that, an investor will not be able to actually exercise control over the target club until approval from the federation is granted. Insolvency in Sports Professional clubs are subject to the provisions applicable to companies under the Italian “Busi- ness Crisis and Insolvency Code” and may be subject to judicial liquidation where certain legal requirements are met. The application of said
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