In the current regulatory landscape, companies are increasingly subject to scrutiny regarding their governance, transparency, and regulatory compliance. Although there are no major legislative changes this September, the demands for control and oversight from the Companies Register and the Tax Agency are being strengthened.
This alert offers a practical overview of the current corporate obligations and proposes a series of preventive actions to avoid the risks of being barred from registration, financial penalties, and potential tax inspections.
A more demanding regulatory framework
The Anti-Fraud Law 11/2021, together with recent corporate law updates, has reinforced the need for companies to be transparent in their corporate and financial reporting. These rules are designed to prevent opacity and to identify risky operations in good time, such as tax avoidance schemes, the use of shell companies, or failures to file annual accounts.
In 2025, adjustments have also been introduced to the models for filing annual accounts, including the IRUS code as a registry identifier and the update to the new 2025 CNAE classification. These changes are not merely formal: they allow authorities to cross-check data more efficiently and automatically.
Risks of Non-Compliance
Failure to comply with corporate obligations can have several consequences for companies:
- Registry closure: the Companies Register will block the registration of corporate acts (appointments, dismissals, capital increases, etc.) if the company has not filed its accounts on time.
- Financial penalties: failing to file accounts may result in fines ranging from 0.5% to 2% of the share capital.
- Increased likelihood of tax inspection: the Tax Agency uses registry information to detect inactive companies or those with signs of irregularities.
- Reputational risks: non-compliance may harm the company’s image with shareholders, clients, and financial institutions.
Connection with the Anti-Fraud Law
The Anti-Fraud Law strengthens the principle of corporate traceability and transparency. Among other requirements, it:
- Obliges companies to identify and report their beneficial owners (natural persons who directly or indirectly control the company).
- Requires that corporate information is kept up to date in the Companies Register.
- Enables the Tax Agency to use this information in its inspection and control procedures.
- This regulatory interconnection means that corporate compliance is now a key component in any tax risk prevention strategy.
Corporate compliance checklist
To help our clients minimise risk, LEIALTA recommends reviewing the following points before the end of the financial year:
- Filing of accounts: ensure that the 2024 annual accounts are prepared, approved, and filed within the legal deadline.
- Updated registry data: check that the registered office, directors, attorneys, and CNAE classification are correctly recorded.
- Beneficial owner declaration: confirm that the declaration is up to date and filed with the Companies Register.
- Minutes and corporate resolutions: ensure that board and shareholder meeting minutes are signed and available in case of inspection.
- Related-party transactions: properly document and value transactions between group companies or shareholders to avoid tax adjustments.
- Internal compliance protocols: maintain internal policies that identify fraud risks and ensure regulatory compliance.
- Training plan for directors: ensure that management bodies are aware of their duties and responsibilities.
Strengthening transparency and linking it with the Anti-Fraud Law turns corporate compliance into a strategic imperative. It is no longer just about meeting deadlines and formalities, but about preventing fiscal and reputational risks that could seriously affect a company’s operations and public image.
At LEIALTA, we encourage all companies to carry out an internal review of their registry and corporate status before year-end. Our team can support you throughout this process, designing a tailored compliance plan to minimise exposure to penalties and registration closures.
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