By Resolution No. 31812 of 27 January 2026, the AGCM (Italian Competition Authority) adopted the new implementing Regulation governing the legality rating (the “Regulation”). The Regulation entered into force on 16 March 2026, replacing the previous version introduced by AGCM Resolution No. 28361 of 28 July 2020.
The legality rating was established by Article 5-ter of Decree-Law No. 1/2012 with the aim of promoting compliance with ethical principles in business conduct. Its award requires companies to meet high standards of legality and recognises transparent, ethical and responsible corporate management.
Although the rating is not a mandatory requirement for operating on the market, it represents a significant qualifying factor in dealings with banks, public authorities and contracting authorities.
Its function is therefore not merely reputational. As a form of soft regulation, the rating may have a tangible impact on access to bank credit and public funding, as well as on the assessment of companies in public procurement procedures, thereby becoming a genuine summary indicator of legal compliance.
The new Regulation reflects both practical experience and developments in case law, while also taking account of the observations and proposals submitted by stakeholders during the public consultation launched by the AGCM.
Under the revised framework, the rating is no longer merely a negative indicator confirming the absence of disqualifying circumstances. It becomes an integrated compliance indicator capable of encompassing the company’s competition, consumer protection, tax and employment law profil
The minimum eligibility requirements under Article 2 of the Regulation remain unchanged. Applications may be submitted by sole traders or companies that cumulatively:
- have an operating establishment in Italy;
- have been registered with the Companies Register or REA for at least two years at the date of application;
- recorded turnover of at least EUR 2 million in the financial year ending in the year preceding the application.
Where these requirements are met and no disqualifying grounds apply, the company is awarded the basic legality rating of one star. The score may be increased through the award of individual “plus” marks for each additional qualifying requirement met. Three plus marks result in the addition of one star, up to a maximum rating of three stars.
Among the main changes introduced by the Regulation are the extension of the rating’s duration from two to three years and the award of an additional score to companies that, when applying for renewal, have already held the rating continuously on at least three previous occasions.
At the same time, legality safeguards have been strengthened and the consequences of breaching companies’ disclosure obligations have become more severe. As regards the safeguards, one of the most significant aspects of the new Regulation is the systematic organisation of the mandatory requirements governing the award and retention of the rating, set out in Articles 5 to 9.
In the criminal and judicial sphere, Article 5 identifies the following disqualifying grounds:
predicate offences under Legislative Decree No. 231/2001;
tax offences;
health and safety offences;
offences against the Public Administration;
particularly serious offences, including extortion, usury, unlawful labour intermediation and fraudulent bankruptcy;
preventive measures and anti-mafia orders.
A particularly significant development concerns the earlier point at which certain criminal proceedings become disqualifying.
Under the previous framework, disqualifying effects generally arose only upon a final conviction. Article 5 of the new Regulation instead identifies certain categories of offences for which the mere commencement of criminal proceedings under Article 407-bis of the Italian Code of Criminal Procedure is sufficient to prevent the award or retention of the rating.
These include offences of particular seriousness or with a direct impact on the economic public order, namely:
offences aggravated under Article 416-bis.1 of the Italian Criminal Code, concerning mafia-related aggravating circumstances;
unlawful labour intermediation and exploitation under Article 603-bis of the Italian Criminal Code;
extortion under Article 629;
usury under Article 644;
offences against the Public Administration and money laundering offences referred to in Articles 24, 25 and 25-octies of Legislative Decree No. 231/2001. 231/2001.
The Regulation also differentiates the duration of the disqualifying effect of final judicial decisions for the purposes of obtaining the rating:
five years from the date on which a conviction becomes final;
three years from the date on which a plea-bargaining judgment becomes final;
two years from the date on which a criminal penalty order becomes irrevocable.
This replaces the previous uniform five-year period and introduces a graduated system reflecting the different seriousness of the relevant procedural outcomes.
Among the most significant innovations is the further specification of competition and consumer protection-related disqualifying grounds under Article 6.
A company may not obtain or retain the rating where, during the two years preceding the application, it has been the subject of:
final decisions concerning antitrust infringements, except where no fine was imposed or the fine was reduced as a result of participation in a national or EU leniency programme;
decisions concerning abuse of economic dependence;
measures relating to unfair commercial practices;
findings of non-compliance with orders issued by the AGCM.
A company may also be prevented from obtaining or retaining the rating in the presence of:
- tax, remuneration, social security or insurance-related infringements, or decisions revoking public funding, under Article 7;
- administrative measures concerning health and safety in the workplace, under Article 8.
Of particular importance is the integration of the legality rating with the controls carried out by the ANAC (Italian National Anti-Corruption Authority).
Under Article 9, where final disqualification measures prevent a company from entering into contracts with the Public Administration or participating in public tenders, the rating may neither be granted nor retained for the following two years.
Moreover, under Article 14, ANAC cooperates with the AGCM during the rating award process, submitting observations where appropriate and contributing to the overall assessment of the company’s profile.
As regards additional qualifying criteria, Article 10 confirms the list contained in the previous framework. These include:
the adoption of organisational models under Legislative Decree No. 231/2001;
the use of traceable payment systems;
adherence to legality protocols;
registration on prefectural white lists;
adherence to codes of ethics or ADR mechanisms;
the adoption of anti-corruption models;
implementation of certified corporate social responsibility systems.
The Regulation also strengthens companies’ disclosure obligations.
Within thirty days of any relevant event capable of affecting the applicable requirements, the company must inform the AGCM. Failure to comply may result not only in refusal or withdrawal of the rating, but also in a prohibition on submitting a new application for the following eighteen months.
As regards the transitional regime, Article 25 provides that, until 15 April 2026, companies may renew rating applications already submitted and still pending. Failing this, such applications will be deemed withdrawn, without prejudice to the possibility of submitting a new application at any time.
By 15 May 2026, companies already holding a legality rating must also inform the Authority of any events predating the entry into force of the new Regulation which, under the new rules, may prevent the rating from being retained.
