Appropriate Structures and Corporate Crises
Appropriate Financial Structures and Corporate Crises: Why an Accountant Is Liable Even Without a Retainer Agreement
In 2025, the number of corporate insolvency proceedings in Italy reached 13,500, up 15.5% from 2024, according to the fourth report by the Unioncamere-InfoCamere Observatory published in March 2026. Judicial liquidation remains the most commonly used tool, with 9,869 proceedings initiated, a 7.2% increase over the previous year. But the figure that truly illustrates the direction of change is another: negotiated settlement—the voluntary process designed to address a crisis before it becomes irreversible — has grown by nearly 70% in one year, rising from 1,048 cases in 2024 to 1,776 in 2025, accounting for 13.2% of all proceedings initiated.
These figures paint a picture of a business system under increasing pressure, but they also reveal something else: companies that manage to implement preventive measures in a timely manner are increasingly well-structured, while the more fragile ones continue to face court-ordered liquidation with no room to maneuver. It is this same logic that, according to the latest available survey of the notes to the 2023 financial statements, explains why only 3.5% of Italian companies reported having actually implemented the appropriate organizational, administrative, and accounting structures required by Article 2086 of the Civil Code since 2019. A gap that, in light of the 2025 figures, has not closed: it has simply become more visible, because the difference between those who have an early-warning system and those who do not is now measured by the very outcome of the proceedings.
There is a gap between regulatory requirements and insolvency procedures that is worth analyzing, because it is not merely a matter of formal compliance. It is a symptom of a misalignment between what the law requires of directors and what traditional accounting tools are capable of providing. In this gap, the role of the accountant is quietly being redefined: from a consultant who certifies the past to a guardian who should signal the future.
What Does Article 2086 of the Civil Code Actually Require?
Paragraph 2 of Article 2086, introduced by Legislative Decree 14/2019 and in effect since March 2019, requires business owners to establish an organizational, administrative, and accounting framework appropriate to the nature and size of the business, including provisions for the timely detection of a crisis and the loss of business continuity. Article 3 of the Crisis Code specifies that these measures must make it possible to identify balance sheet or economic-financial imbalances, verify the sustainability of debt over the following twelve months, and detect warning signs before they develop into insolvency.
The key point is the word “timely.” A closed financial statement captures a situation that has already come to pass and may be significantly behind current operational developments. The regulation, on the other hand, requires a forward-looking assessment, based on assessments of debt sustainability, going concern, and monitoring of expected cash flows. From this perspective, the indicators developed by the CNDCEC serve to detect signs of imbalance early on, using objective parameters or, at any rate, parameters that can be verified against available company data.
The problem is that many small and medium-sized enterprises (SMEs) do not have information and accounting systems capable of consistently generating this data, while the annual financial statements often arrive too late to trigger an early warning signal that should be recognized before a full-blown crisis.
The accountant can no longer claim to be uninvolved
This disconnect between regulatory requirements and actual reporting capacity has had a consequence that many professional firms have underestimated: the shift of responsibility toward those who, by virtue of their profession, have ongoing access to the company’s accounting data. An analysis published in EC News clarifies this point precisely: a professional who has access to financial statements and accounting data cannot ignore signs of economic and financial instability and is required to make a professional assessment that obligates them to inform the client in a timely manner. The same principle can also extend to labor consultants, within the limits of the activities they actually perform, when they manage accounting or prepare economic and financial data: they, too, can effectively serve as a safeguard for detecting the warning signs provided for in Article 3.
This means that the professional risk for the accountant is no longer merely informational—informing the client of what the law requires—but becomes evaluative: interpreting the numbers before them and taking action if those numbers indicate a trajectory toward financial instability. Failure to comply with this duty—even in companies that are formally solvent—may give rise to independent professional liability, distinct from that of the directors, in cases where the failure to detect the crisis is attributable to the absence of adequate organizational safeguards or to insufficient monitoring of such safeguards.
This responsibility arises not only when the professional has received a specific mandate to restructure or monitor a crisis: it is sufficient that the professional has access to data capable of revealing warning signs. This is where the most concrete operational challenge arises: if the only tool available to the accountant is the annual financial statement, the only warning signs they will be able to detect are those that the law, by definition, already considers to be too late.
Why Quarterly Monitoring Isn’t Enough Without a Dedicated Tool
The legislature has established a system of periodic monitoring to detect management anomalies in a timely manner, and professional practice has translated this need into operational indicators and recurring checks. In theory, this should narrow the gap between the annual financial statements and the company’s economic reality. In practice, however, periodic monitoring requires a constant flow of up-to-date data (cash flow budgets, DSCR ratios, accounts receivable and payable schedules, bank exposures) that, in most Italian SMEs, still relies on spreadsheets managed manually—often by different people—with update times ranging from weeks to months.
The result is that the quarterly review, while useful, risks becoming an incomplete snapshot that is out of date by the time it is actually analyzed. An accountant who receives a financial statement export dated six weeks prior has limited ability to prevent a crisis: they are working with data that is already partially outdated, with all the implications this entails when they must demonstrate that they acted promptly.
The 2025 figures from the Unioncamere Observatory provide indirect evidence of this trend: the average size of companies entering into negotiated settlements continues to grow —the average production value rose from 10 million euros in 2024 to over 16 million in 2025, with an average of 40 employees. These are more structured companies, with more mature control systems, that are able to interpret their own indicators in time to implement the most appropriate solution.
Smaller and less organized companies, on the other hand, are more likely to reach this point late, with less time to address the crisis promptly, and thus proceed directly to a simplified composition with creditors or judicial liquidation.
From Spot Checks to Continuous Monitoring: What Changes in Practice
This correlation between the maturity of the control system and the outcome of the procedure is not a statistical detail; it is the central issue for those who must decide today how to invest in their information infrastructure. For a CFO or a Director of Administration and Finance, the operational question therefore differs from the one the standard seems to pose at first glance. It is not “have we adopted an adequate framework?” but rather: does our framework generate clear signals before problems arise, or does it detect them only after they have already manifested?
This distinction determines whether the company can promptly implement one of the crisis-management tools provided for by law while there is still ample room for action, or whether it finds itself having to do so when its options have already narrowed and the costs of restructuring have risen.
The companies that have surpassed this limit did so not by changing the people involved in management control, but by changing the tool through which data flows from the accounting system to those who must interpret it. A system that aggregates payment schedules, cash flows, and regulatory indicators into a single, up-to-date view allows the accountant, auditor, or CFO to address the question of adequacy with data in hand, rather than relying on financial statements that were finalized months ago. This makes it possible to do so with the frequency that the regulation actually requires, rather than just the frequency allowed by the traditional accounting calendar.
What does this mean for those making decisions today?
The gap between companies that have truly implemented adequate systems and those that merely go through the motions will not be closed by a more detailed notes section in the financial statements. It will be closed when companies stop treating crisis monitoring as an annual exercise and start treating it as a continuous flow of information, integrated into their daily administrative and financial processes — precisely the difference that, according to the 2025 data, separates companies that enter into a negotiated settlement from those that end up in court-ordered liquidation.
For a CEO or CFO, this means asking themselves a concrete question about the level of maturity of their control system before a judge, a qualified creditor, or an auditor raises it in a less favorable context. For the accountant or auditor who now faces a broader scope of judgment than their formal mandate originally provided for, this same question carries even greater weight: demonstrating that they exercised due diligence requires being able to show when a red flag emerged and what actions were taken at that time—not reconstructing the events after the fact.
Anyone who wants to assess whether their organization’s current structure is truly capable of detecting the signals specified in Article 3 of the Crisis Code, with the timeliness required by the regulation—and not merely at the intervals permitted by accounting practices—can contact the ContractSuite team directly for a detailed review of their monitoring system.
