From year end to approved accounts: deadlines and documents

Sara and Luca own an IT consultancy set up as an SRL, a limited liability company, which closed 2025 with €40,000 of profit. In mid-May Luca asks whether it is time to prepare the accounts. Sara checks the articles of association and finds no 180-day extension clause: the approval deadline had already passed at the end of April.

Who files accounts every year

An SRL's annual accounts do not stay in a drawer. Once the members have approved them, they are filed with the Registro delle imprese, where anyone can look them up. That is how a supplier, a bank or a prospective client judges the financial strength of a company they are thinking of working with.

The Rome chamber of commerce lists who must file annual accounts: limited liability companies, joint-stock companies, partnerships limited by shares, cooperatives, foreign companies with an Italian seat, EEIGs, consortia registered as credit guarantee bodies, business networks with legal personality, municipal special enterprises and innovative start-ups.

Not everyone files the same document. Consortia trading with third parties and networks with legal personality file a statement of financial position rather than full accounts. The Genoa and Cagliari-Oristano chambers give them two months from the year end, whatever the date on which members approve it.

The Rome chamber also lists, under article 25 of legislative decree 127 of 1991, an SRL that controls another business among those required to file consolidated accounts; the exact conditions are a matter for the company's accountant. For a small SRL with no subsidiaries, the case this course follows, only the annual accounts are filed.

Sole traders and ordinary partnerships do not appear on the list of entities required to file each year. They keep books and submit tax returns, but their figures never become a filing at the register. It is one of the practical differences between legal forms, discussed in the course on choosing between a sole business and an SRL.

The approval deadline: 120 or 180 days

The directors prepare the accounts, but the members approve them. For an SRL the rule sits in article 2478-bis of the Civil Code. The Marche chamber of commerce summarises it: approval must take place within 120 days of the financial year end, or within 180 days if the articles of association provide for the extension.

The count starts from the year-end date. For a company closing on 31 December 2025, the 120 days run out on 30 April 2026. If the articles allow the extension, the limit moves to 180 days, which is 29 June 2026. The clause has to be there already; it cannot be invented in the spring.

So the first job is to reread the articles. Plenty of companies copied them from a template years ago and have no idea what they say about the extension. Finding out at the end of April, as Sara and Luca did, leaves only two options: call the members together in a hurry, or document a late approval.

Not every company closes on 31 December. If the financial year ends on 30 June, the 120 days are counted from that date, and the whole calendar that depends on it shifts accordingly. The articles state the year-end date; it is the first thing to check, even before the extension clause.

When approval comes late

Accounts are sometimes approved after the deadline, for instance because nobody turned up to the first meeting. In that case the Marche chamber asks for the filing to include documents showing that the meeting had nevertheless been called within the legal time limit.

For Sara and Luca, the situation can only be rescued if someone called the members before 30 April. If nobody did, a late notice cannot be presented as a timely one, and the filing will show an out-of-time approval with no justification. That is why the date the meeting was called matters as much as the date of the vote.

• The minutes of the meeting called in time, showing that it was not attended or did not reach the quorum
• Alternatively, a statement in the preamble of the approving minutes listing the earlier meetings called in time, with their dates and outcome

The same chamber points out that article 2631 of the Civil Code penalises directors who fail to call a meeting where the law or the articles require it. No amount appears on that page, so none is given here either. What matters in practice: send out the notice of meeting on time, and keep evidence that you did.

A late approval does not extend the filing deadline beyond the ordinary rule. Once approved, the accounts must still be filed within thirty days of the approving minutes, as the second module explains. Approving late is no licence to file even later.

The documents to file

The Genoa chamber of commerce lists the files that make up the filing. At its heart are the financial statements and the notes, in XBRL format. Alongside them go the minutes of the meeting that approved the accounts and the reports the law requires, as PDF/A files.

Every file in the filing must carry a digital signature. Small companies preparing abridged accounts under article 2435-bis of the Civil Code do not need a management report. The size thresholds that allow abridged accounts are not given on the pages consulted for this course; check them with the company's accountant.

Certain wording must appear on the documents. Genoa specifies a statement that stamp duty has been paid virtually through the chamber, and a declaration, signed by the director or the appointed professional, that the XBRL and PDF/A files match the originals kept at the company. Each chamber publishes its own exact wording.

Who signs depends on who produced each document. The Marche chamber gives the example of a filing made by a director: the accounts are signed by the board, the minutes by the chair and secretary of the meeting, the auditors' report by every statutory auditor. Each of them needs a working digital signature.

XBRL and its taxonomies

XBRL is a computer language that makes accounts machine-readable: every line carries a standard label, so the chambers' databases can compare the figures of thousands of companies. The accounts are therefore not attached as a laid-out document, but as a structured file built on a taxonomy.

The Genoa, Marche and Cagliari-Oristano chambers name the only taxonomies accepted: version 2018-11-04 for financial years starting on or after 1 January 2016, and version 2015-12-14 for those that started earlier. Every other taxonomy has been withdrawn, and a filing using one is not accepted.

Check the file before sending it. The Cagliari-Oristano chamber mentions TEBENI, an online Infocamere service that tests the formal correctness of an XBRL file before submission. An error caught there costs a few minutes; caught by the register during its review, it costs a request for correction.

The shareholder list is for joint-stock companies

Joint-stock companies file a list of their shareholders at the approval date together with the accounts, or confirm an unchanged list. The Marche chamber makes clear that this applies only to joint-stock companies, partnerships limited by shares and consortium companies limited by shares. An SRL does not file one.

For joint-stock companies Genoa spells out the detail: an unchanged list is confirmed; a changed list requires a new form S showing the share transfers; with the first accounts, shareholders are listed on form S regardless. For an SRL, none of this applies.

Deadlines that hang on approval

The approval date matters beyond the register. The Agenzia delle Entrate page states that corporations have until the final day of the tenth month following their year end to send the Redditi SC return: where the financial year is the calendar year, that means 31 October.

The annual chamber fee is tied to the tax calendar too. The Bologna chamber sets its deadline at the date of the first income tax advance, and notes that the deadline differs where approval of the accounts has been extended or where the financial year does not match the calendar year.

The tenth-month rule also works for non-calendar years. An SRL closing on 30 June 2026 files its Redditi SC by the last day of the tenth following month, which is 30 April 2027. A company that changes its year end must therefore rebuild its whole tax calendar.

The approved accounts are also where the tax calculation begins: taxable income for IRES, the corporate income tax, is reached from the accounting profit through the adjustments tax law requires. The course on SRL corporate tax follows that step; the point here is that without approved accounts, nothing else has a base.

The Agenzia delle Entrate page on the tax base says so explicitly: for companies, you start from the profit or loss shown in the accounts, and the return applies the upward or downward adjustments that tax rules provide. Wrong accounts bring a wrong return with them.

Before the meeting: a checklist

• Check the year-end date and the 180-day extension clause in the articles
• Set the meeting with a margin before the deadline, allowing for a second call
• Have the financial statements and notes prepared in XBRL with the correct taxonomy
• Make sure directors, chair, secretary and auditors all hold a valid digital signature
• Decide before the vote who will send the filing: the appointed accountant or a director
• Top up the Telemaco prepaid balance for fees and stamp duty

The list looks long, but each line matches a problem register offices see regularly. Most delays have nothing to do with the accounts themselves, which the accountant finished weeks ago. They come from an expired digital signature, an auditor who cannot be reached or an empty Telemaco balance.

Someone running a small SRL alone, with no board of auditors, has it easier: one signature, one set of minutes, one filing. But precisely because everything rests on one person, it pays to diarise three key dates: the approval deadline, the day of the meeting and the last day for filing.