Accounting news · – September 2026

Financial statements not approved: deadlines and consequences

Financial statements and the shareholders’ meeting
Failure to approve blocks profits and filing, not payment: the IRES and IRAP balance has a deadline of its own, which falls due even where the meeting has not approved.

The directors draw up the progetto di bilancio (draft financial statements): balance sheet, income statement, cash flow statement, notes (art. 2423 c.c.; the last not due in abridged or micro-entity accounts, artt. 2435-bis, 2435-ter). The ordinary meeting is called within 120 days of year end, extendable by the by-laws to 180 days for consolidating companies or particular needs of structure and objects, stated in the directors’ report (art. 2364, second paragraph, c.c.; art. 2364-bis for the two-tier system, where the consiglio di sorveglianza approves; art. 2478-bis for s.r.l.). The draft reaches the collegio sindacale (board of statutory auditors) and revisore legale (statutory auditor) at least 30 days earlier and stays, with the reports, at the registered office for the 15 days before the meeting and until approval (art. 2429 c.c.).

In the s.p.a. shareholders present with one third of the capital represented may seek adjournment for no more than five days, once per item, declaring themselves insufficiently informed (art. 2374 c.c.). For the s.r.l. there is no such right: art. 2479-bis c.c. does not recall it; adjournment rests on the atto costitutivo (instrument of incorporation), a meeting resolution or the chairman’s powers (fourth paragraph). Without approval no profits are distributed and the 30 days for filing never start (artt. 2433, 2435, 2478-bis c.c.): systematically, the art. 2630 c.c. time limit, from 103 to 1,032 euro, reduced to one third on compliance within the next 30 days, increased by one third for financial statements, never falls due. Failure to convene remains punishable, from 1,032 to 6,197 euro (art. 2631 c.c.).

IN PRACTICE
Payments: IRES and IRAP balance by the last day of the sixth month after the tax period ends, irrespective of approval; those who by law approve beyond four months, the last day of the month after approval; failing approval, the month after that term expires (art. 17, paragraph 1, d.P.R. 7 December 2001, no. 435); 30-day deferral at 0.40% (paragraph 2). Directors: call the new meeting without delay (art. 2364, second paragraph, c.c.; s.r.l.: submission to quotaholders, art. 2478-bis, first paragraph; penalty, art. 2631 c.c.) and minute the reasons for non-approval (art. 2392 c.c.). Organo di controllo (control body) and revisore legale: on art. 2, paragraph 1, letters a) and b): written reasoned alert, proof of receipt, reply within 30 days (artt. 2396-quinquies, 2086, second paragraph, c.c.; artt. 3, 25-octies d.lgs. 14/2019). Filing: 30 days from approval; some chambers of commerce accept, with no legal duty, unapproved accounts with minutes of an inquorate or non-resolving meeting: check their forms. Cross-references: art. 2477 c.c. to art. 2409, repealed; art. 25-octies to art. 2403, replaced, still in force, now headed accounting control.

Summary note by the CommercialistiAvvocati network, based on specialised legal and practice sources. The text does not reproduce original contributions and does not constitute professional advice.

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