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The importance of proper maintenance of corporate books in Italian capital companies

published on 15 September 2025 | reading time approx. 4 minutes

Keeping corporate books in good order is not merely a legal requirement for Italian capital companies (S.p.A., S.r.l., S.a.p.a.): it is essential to ensure transparency, compliance, and traceability in corporate governance.

What are corporate books and which ones are mandatory?

Corporate books represent the historical record of a company’s activities and serve as an official source of evidence of resolutions adopted by its corporate bodies. Their proper maintenance is governed by the Italian Civil Code, specifically by Articles 2214 et seq. for accounting records, and by Articles 2421 and 2478 for the corporate books of Italian joint-stock companies (hereinafter “S.p.A.”) and limited liability companies (hereinafter “S.r.l.”), respectively.

Mandatory company’s books for S.p.A.

Art. 2421 c.c.

Mandatory company’s books for S.r.l.

Art. 2478 c.c.

Shareholders’ ledger (for companies with dematerialised shares, this is replaced by the register maintained by an authorised intermediary);
Book of the meeting and resolutions of the shareholders;
Book of meetings and resolutions of the Board of Directors or the Management Board;
Book of Meetings and Resolutions of the Board of Statutory Auditors or the Supervisory Board;
Book of Meetings and Resolutions of the Management Control Committee, if applicable;
Bondholders’ Register, if bonds have been issued.

Shareholders’ ledger, where provided for by the company’s articles of association, containing shareholders’ identification details, the quotas held, and any changes thereto;
Book of Shareholders’ Resolutions, documenting the decisions adopted by the shareholders;
Book of Directors’ resolutions, documenting management decisions taken by the directors;
Book of Resolutions of the Board of Statutory Auditors, if appointed.

In addition to the abovementioned, companies are required to keep the mandatory accounting records provided for under Article 2214 of the Italian Civil Code, namely:

Journal register;
Inventory register;
Any other accounting records necessary considering the nature and size of the business.

For completeness, note that Article 2215-bis of the Italian Civil Code allows for corporate and accounting books to be kept in digital format, provided they are timestamped and digitally signed at least once a year. Records maintained in compliance with these requirements are deemed to have the same legal and evidentiary value as those kept in paper form.

Why proper maintenance of corporate books matters

The maintenance of corporate books is not merely a formal compliance requirement: it is a key instrument for ensuring transparency, compliance, and traceability in corporate governance. Moreover, it serves several essential functions, including:

Legal evidence of corporate decisions: Properly updated corporate books constitute privileged evidence in judicial proceedings and help demonstrate the legitimacy of decisions taken by corporate bodies;
Protection of shareholders and third parties: Well-maintained books allow shareholders to exercise their rights of oversight and information. It also provides third parties (such as creditors, investors, authorities) with the ability to verify the regularity of corporate management and the company’s financial soundness;
Regulatory and tax compliance: Civil and tax laws require corporate books to be retained for a minimum period of ten years. Proper maintenance is also crucial in the event of inspections or audits by tax authorities;
Protection of the administrative body: The administrative body is responsible for the proper maintenance of corporate books. Non-compliance may result in civil and criminal liability, as well as administrative sanctions. Proper record-keeping also serves as a safeguard for those entrusted with the management of the company.

Failure to maintain corporate books: Consequences and sanctions

Improper or negligent maintenance of corporate books may lead to significant consequences in several areas:

Civil: The absence of official documentation may undermine the company’s legal position in a judicial proceeding. Resolutions that are not duly recorded or transcribed in the corporate books may be deemed null or voidable, potentially affecting the validity of corporate deeds and giving rise to claims for damages by shareholders or third parties;
Criminal: In certain cases, irregularities in record-keeping may constitute corporate offences, such as false corporate disclosures, obstruction of supervisory activities, or failure to comply with statutory record-keeping obligations;
Tax: During tax audits, the absence or irregularity of corporate books may lead to a presumption of tax evasion and the imposition of fiscal penalties. The Italian Revenue Agency may disregard the company’s accounting records and proceed with a presumptive reconstruction of taxable income.

In conclusion, the maintenance of corporate books is not only a legal obligation for capital companies, but also a key element of good corporate governance and legal protection. Diligent and compliant record-keeping not only mitigates the risk of legal and regulatory sanctions but also strengthens the company’s credibility and reliability.