Practical guide
How to draft an Organization, Management, and Control Model 231 with AI
3 min read · Updated September 2026 · Editorial oversight: Avv. Federico Papa
The Organization, Management, and Control Model is the essential tool for preventing the administrative liability of legal entities arising from offenses, as provided for by Art. 6 of Legislative Decree 231/2001. By adopting and effectively implementing this document, the entity may benefit from a legal exemption if crimes are committed in its interest or to its advantage. The core function of the Model is to define control measures suitable for reducing the risk of predicate offenses and to establish clear rules of conduct. Its scope applies both to individuals in senior positions and to those subject to the direction of others, ensuring an integrated and verifiable compliance system.
In brief
The Organization, Management, and Control Model under Art. 6 of Legislative Decree 231/2001 prevents the administrative liability of legal entities. Drafting via AI includes governance analysis, risk area mapping, and identification of predicate offenses. The framework establishes control protocols for segregation of duties and operational traceability. The Supervisory Body (OdV) monitors compliance using autonomous powers of initiative. Legal exemption requires formal approval by the Board of Directors, a disciplinary system compliant with the Workers' Statute, and documented training for all recipients and business partners.
The steps
- 1.
Analysis of the corporate context
The process begins with an examination of the entity's organizational structure, governance, and operational processes. It is necessary to map out the corporate structure, management delegations, and signing powers to clarify decision-making processes. This preliminary phase allows the Model to be tailored to the company's actual size and complexity, avoiding ineffective off-the-shelf documents.
- 2.
Mapping of risk areas
It is necessary to identify the corporate activities within which predicate offenses listed in the decree could be committed. For each sensitive process, operational procedures and potential vulnerabilities that could facilitate unlawful conduct must be analyzed. This step is essential to ensure the validity of the Model pursuant to Art. 6, paragraph 2, letter a), of Legislative Decree 231/2001.
- 3.
Definition of control protocols
For each identified risk area, specific protocols must be implemented to regulate the formation and execution of company decisions. These procedures must ensure segregation of duties, traceability of operations, and transparency of financial flows. Protocols must be concrete and operational to ensure their exemptive efficacy in legal proceedings.
- 4.
Establishment of the Supervisory Body
The company must task a body endowed with autonomous powers of initiative and control with supervising the functioning and observance of the Model. The Supervisory Body (Organismo di Vigilanza - OdV) must meet the requirements of integrity, professionalism, independence, and continuity of action. Establishing structured, periodic, and timely information flows to this body is essential to allow continuous monitoring.
- 5.
Structuring the disciplinary system
The Model must include a disciplinary system capable of sanctioning failure to comply with its provisions. Penalties must be proportionate to the severity of the violation and comply with applicable collective bargaining agreements and the Workers' Statute. The deterrent effect of the disciplinary system is an essential requirement for the Model's suitability under Art. 6 of Legislative Decree 231/2001.
- 6.
Approval and dissemination of the Model
The Model must be formally adopted by resolution of the governing body, typically the Board of Directors. Subsequently, it must be disseminated to all recipients, including employees and business partners, through dedicated training and official communications. Documented proof of training and dissemination is necessary to demonstrate the effective implementation of the prevention system.
Legal basis: art. 6 D.Lgs. 231/2001art. 7 D.Lgs. 231/2001
The template structure
The standard sections that make up the document. The full template can be opened and completed directly on edit.legal.
Preamble and purpose
Description of the purpose of the model and the regulatory framework governing the administrative liability of legal entities.
Scope and recipients
Identification of the parties required to comply with the Model, from senior management to external collaborators.
Mapping of offense risks
Analysis of sensitive areas and activities, specifying the predicate offenses relevant to the entity.
Protocols and control measures
Definition of operational procedures and financial flow management to prevent offenses in critical areas.
Supervisory Body
Regulation of the composition, eligibility requirements, and powers assigned to the Supervisory Body.
Disciplinary system
Categorization and enumeration of sanctions applicable in the event of non-compliance with the Model's provisions.
Adoption and update
Formal resolution procedure for adopting the Model and criteria for its periodic update and adjustment.
Mistakes to avoid
- Adoption of generic off-the-shelf models that fail to reflect the entity's actual risk areas, rendering the document ineffective in criminal proceedings.
- Failure to appoint a truly independent Supervisory Body or one provided with adequate financial and operational resources to perform periodic controls.
- Lack of documented information flows to the OdV, making it impossible to prove effective supervision of the model's implementation.
- Failure to update the Model following major organizational changes or the introduction of new predicate offenses into the 231 framework.
Frequently asked questions
Is the Model 231 mandatory for all Italian companies?
Adopting the Model is optional; however, it constitutes the sole legal mechanism to exclude the entity's administrative liability in the event of offenses committed by senior management or subordinates.
What is the role of the Supervisory Body in the Model 231?
The OdV is responsible for supervising compliance with and the effective functioning of the Model, overseeing its updates, and reporting any violations to the governing body, acting with autonomous powers of initiative and control.
What is meant by predicate offenses?
Predicate offenses are those strictly enumerated in Legislative Decree 231/2001 (such as crimes against the public administration, corporate crimes, and environmental offenses) whose commission may trigger the administrative and financial liability of the legal entity.
What edit.legal automates
- —Dynamic mapping of predicate offenses, continuously updated in alignment with legislative amendments to Legislative Decree 231/2001.
- —Automated generation of control protocols and information flows to the OdV tailored to the entity's specific organizational chart.
- —Immediate compliance checks between the internal disciplinary system and the legal limits of collective bargaining.
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