Model 231 (or more correctly, the Organization, Management, and Control Model pursuant to Legislative Decree 231/2001) is a tool that defines a comprehensive system of company procedures, principles, and protocols aimed at preventing certain offenses that the entity (company, association, foundation, entity without legal personality) can adopt to prevent the commission of “predicate offenses” in the interest or to the advantage of the entity itself and, consequently, reduce the risk of being held administratively liable for such offenses.
This system is designed to ensure that all corporate functions and tasks are performed in compliance with the law and internal rules, reducing the risk of unlawful conduct by directors, managers, employees, or collaborators.
Model 231 therefore represents a protective tool for the company, as it allows it to demonstrate its concrete commitment to the prevention of crimes, while at the same time representing a central element of the compliance and ethical governance system.
The adoption of the Model also involves the appointment of a Supervisory Body (SB), responsible for verifying the effectiveness and correct application of the procedures provided for and reporting any critical issues or the need to update the model.
How Organizational Model 231 is structured
The 231 Model is generally divided into several sections, which define its structure and main content:
General Section, which illustrates the content of Legislative Decree 231/2001, the structure and functioning of the company, the methods of risk assessment and integration with existing company procedures, the composition and tasks of the Supervisory Body, as well as the methods for updating the Model;
Special Section, dedicated to identifying company activities considered “at risk of crime” and defining operating protocols, specific procedures, information flows, roles, and responsibilities;
Code of Ethics, which sets out the values, principles, and rules of conduct that must guide all company activities;
Disciplinary System, which defines the penalties applicable in the event of violation of the Model or the established rules of conduct.
What is Model 231 for?
Its main objective is to prevent the commission of crimes by those who work within the company, thus avoiding the entity being held liable.
If the model is correctly adopted and managed by an independent Supervisory Body (SB), the entity may benefit from exemptions or mitigations of liability.
Adopting a Model 231 means:
Strengthening governance, control mechanisms, and corporate transparency;
Reducing the risk of unlawful conduct and financial penalties or disqualifications (e.g., prohibition from contracting with the public administration) and reputational damage;
Promoting a corporate culture based on legality, ethics, and responsibility;
Increasing the trust of customers, business partners, and institutions, strengthening your image in the market.
Who is it aimed at?
The legislation identifies as recipients entities with legal personality, as well as companies and associations, even those without legal personality. Case law has also specified that foundations, public economic entities, and single-member companies also fall within this category, while sole proprietorships are excluded, regardless of their size or organizational structure.
Predicate offenses pursuant to Legislative Decree 231/2001
Model 231 is designed to prevent offenses which, if committed in the interest or for the benefit of the Entity, may result in its liability. The main predicate offenses governed by the decree and subsequent amendments include:
Crimes against the public administration, such as corruption, extortion, and undue inducement to give or promise advantages;
Corporate crimes, including false accounting, undue distribution of profits, and crimes related to corporate management;
Crimes relating to workplace safety, such as injury or manslaughter resulting from violations of health and safety regulations;
Environmental crimes, such as pollution or violations of waste management regulations;
Cybercrimes and privacy violations, within the limits set by specific regulations;
Tax crimes, including false declarations, failure to pay taxes, and tax fraud;
Money laundering and terrorist financing, including self-laundering and the illegal management of proceeds from crime.
The list of predicate offenses is constantly evolving, as new laws and regulatory changes may extend the entity’s liability, making it necessary to periodically update Model 231.
Supervisory Body (SB).
The Supervisory Body provided for by Legislative Decree 231/2001 is an external body, or a mixed internal/external body, with autonomous powers of initiative and control. The legislation requires the SB to operate with full autonomy and independence, so as to ensure effective supervision that is not influenced by the internal dynamics of the entity.
Its functions include continuous monitoring of Model 231, verification of its effective implementation, and analysis of its suitability for preventing relevant criminal risks. The SB also proposes corrective measures or additions to Model 231 whenever operational critical issues arise, changes in the organizational structure occur, or new regulations make updates necessary.
The body also monitors the prevention of fraudulent conduct by individuals who, due to their role or decision-making autonomy, could more easily circumvent internal procedures or the principles of legality and transparency adopted by the entity.
Ultimately, the SB ensures the traceability of the control activities carried out and the preparation of periodic reports addressed to the relevant corporate bodies.
Adopting the 231 Model: a strategic choice
Although the law does not impose a general obligation to adopt it, having a Model 231 in place is now a strategic choice for any organization that wants to protect itself from legal and reputational risks.
Failure to adopt it may expose the company to penalties of up to €1,500,000, disqualifications (such as the prohibition to carry out its business, to contract with the public administration, to benefit from subsidies or financing, or to advertise goods and services) or exclusion from public tenders and bids.
In many regulated sectors – such as finance, healthcare, energy, and the environment – or in the case of participation in public tenders, Model 231 is now an essential requirement for reliability and good management.
In some regions, compliance with Legislative Decree 231/2001 is also required as a condition for operating under agreement or obtaining accreditation.
Furthermore, the adoption of Model 231 also has a positive impact on the legality rating (Decree Law 1/2012, converted into Law 27/2012), assigned by the Italian Competition and Market Authority to virtuous companies. Pursuant to Article 3 of the Implementing Regulation, the presence of a Model 231 or a dedicated compliance function allows companies to obtain additional points, demonstrating their concrete commitment to the prevention of crimes and ethical business management.
How much does a 231 Model Cost?
Every organization has its own needs and risks: there is no one-size-fits-all Model 231. It must be tailor-made, based on the structure, processes, and specific characteristics of the entity, so that it becomes a truly effective tool for protecting and enhancing the company’s reputation.
Contact us for more information or to get a quote for the creation or implementation of your Model 231.
