The entry into force of Legislative Decree No. 211 of 30 December 2025, implementing Directive (EU) 2024/1226, marks a significant development in the evolution of corporate administrative liability in Italy.
By introducing new criminal offences and simultaneously including them among the predicate offences under Legislative Decree No. 231/2001, the Italian legislator has elevated breaches of EU restrictive measures to a level of strategic relevance capable of profoundly affecting corporate governance, internal control systems and organisational structures.
The reform comes at a time when EU economic sanctions have become increasingly central to the Union’s common foreign and security policy. Freezing of funds and economic resources, financial restrictions, export bans and limitations on economic relations with specific countries or designated persons have now become standard regulatory tools.
Against this backdrop, the European legislator has moved beyond a primarily administrative approach, promoting a more harmonised enforcement framework aimed at ensuring effective implementation of restrictive measures across Member States.
This context explains the introduction of the new Chapter I-bis of Title I of Book II of the Italian Criminal Code, dedicated to offences against the foreign policy and common security of the European Union.
Article 275-bis of the Criminal Code criminalises a broad range of conduct carried out in breach of EU restrictive measures, including not only making funds or economic resources available to designated persons, but also carrying out prohibited economic transactions, importing or exporting restricted goods, and providing services in violation of EU sanctions regimes.
These offences are complemented by Article 275-ter, concerning breaches of reporting obligations, and Article 275-quater, relating to violations of the conditions attached to authorisations issued by competent authorities.
Particularly significant is Article 275-quinquies, which sanctions violations committed with gross negligence in relation to military materials and dual-use goods.
This provision substantially expands the scope of criminal risk, attaching legal relevance not only to intentional sanctions evasion but also to serious organisational deficiencies and procedural failures capable of enabling unlawful conduct.
Compliance with EU restrictive measures therefore becomes directly linked to the adequacy of internal controls and the effectiveness of corporate governance structures.
The most impactful aspect of the reform for businesses, however, lies in the amendments to Legislative Decree No. 231/2001.
With the introduction of new Article 25-octies.2, the principal breaches of EU restrictive measures are now included among the predicate offences triggering corporate liability.
This development goes far beyond a simple expansion of the catalogue of relevant offences.
For the first time, the legislator introduces a monetary sanction mechanism linked to the company’s global turnover, moving away from the traditional quota-based system.
This approach is clearly inspired by European enforcement models and aims to ensure a genuinely deterrent effect, including for large corporate groups.
In addition, the reform provides for particularly severe disqualification measures, potentially affecting business continuity itself.
The full impact of the reform becomes even clearer when viewed through the lens of corporate compliance.
Traditionally, sanctions compliance, export control and counterparty screening systems have been treated as specialist tools designed primarily to ensure regulatory compliance in international business operations.
The introduction of Article 25-octies.2 fundamentally changes this perspective.
Beneficial ownership checks, financial transaction monitoring, due diligence on business counterparties and export control systems now serve an additional purpose: they become essential tools for preventing criminal risk and central elements in assessing the adequacy of organisational, management and control models under Legislative Decree 231.
The reform is also likely to affect the practical content of the adequate organisational structures required under Article 2086 of the Italian Civil Code.
Corporate directors are now required to assess whether their organisational framework is genuinely capable of identifying and managing risks arising from EU restrictive measures, integrating these issues into internal control systems, decision-making processes and risk management frameworks.
Legislative Decree No. 211/2025 therefore represents much more than an expansion of the predicate offences under Legislative Decree 231.
It marks the definitive inclusion of trade compliance within the core of corporate governance and corporate liability prevention.
In this new regulatory landscape, the ability of companies to integrate sanctions compliance safeguards into their organisational structures and 231 Models will become one of the key criteria by which the effectiveness of their prevention systems will be assessed.
