In an ever-evolving market, the profession of the Italian Chartered Accountant (dottore commercialista) is increasingly carried out within complex economic structures. More and more frequently, the professional holds interests in companies that support their professional activity (data processing companies, bookkeeping and payroll management companies, registered office and secretarial service companies), or is involved, for asset-related, family or entrepreneurial reasons, in commercial companies. Against this background, the legislator, acknowledging the evolution of the market, has chosen to address the issue not through an absolute prohibition on corporate participation, but through a system of exclusion rules governed by quantitative and qualitative criteria, requiring a case-by-case assessment based on what the professional actually does, rather than on the formal position held.
The issue has taken on renewed significance in light of recent legislative and interpretative developments. Before examining them in detail, it is useful to briefly outline the general legal framework. Article 4, paragraph 1, of Legislative Decree No. 139/2005 provides that the profession of Italian Chartered Accountant and accounting expert is incompatible with the exercise, even if neither predominant nor habitual, of: “a) the profession of notary; b) the profession of professional journalist; c) business activities, in one’s own name or on behalf of others and for one’s own account, involving the production of goods or services, intermediation in the circulation of goods or services, including any type of brokerage, transport or shipping activities, banking, insurance or agricultural activities, as well as ancillary activities thereto; d) activities as a public service contractor or tax collection concessionaire; e) the activity of financial promoter.”
The wording is very broad and, in particular, letter c), relating to business activity, represents by far the most frequent source of incompatibility in practice. However, paragraph 2 of the same article identifies three exclusions which operate as exceptions to the general rule. Incompatibility does not arise:
- where the activity carried out on one’s own behalf is aimed at asset management, mere enjoyment or conservation purposes;
- where the activity is carried out through service companies instrumental or ancillary to the practice of the profession;
- where the professional acts as director on the basis of a specific professional appointment and in the interest of the party who conferred such appointment.
The most common case in practice, as well as the most controversial, concerns the Chartered Accountant who is at the same time shareholder and director of a service company. In many cases, this involves a CED (Centro Elaborazione Dati – Data Processing Centre) performing activities such as general bookkeeping or VAT accounting, payroll processing, tax domiciliation and secretarial services. In this regard, the interpretative guidance of the CNDCEC (National Council of Chartered Accountants and Accounting Experts) states that the activity of the Chartered Accountant acting simultaneously as shareholder and director of a service company is considered compatible in all cases, provided that the services rendered by the company are merely executive in nature (such as filing tax returns, domiciliation services, or support services for the professional firm). The rationale is that the service company is permitted insofar as it provides logistical and operational support to the professional activity. The issue becomes more complex when the service company operates not only in support of the professional shareholder’s own firm, but also for third-party clients. In such cases, the professional’s activity may be considered incompatible with the activity carried out through the service company.
In order to determine whether the professional’s activity is compatible or incompatible when carried out through a service company providing services to third-party clients, the CNDCEC has developed a number of criteria, the first of which is quantitative. The interpretative notes of the CNDCEC, approved in December 2025 and published through Information Notice No. 5 of 13 January 2026, introduced this quantitative parameter in a stricter manner compared to the previous framework. Under the new criterion, where the share of the service company’s turnover attributable to the registered professional—net of the portion relating to the professional personally or to the associated firm—exceeds 20% of the total turnover attributable to that same professional, the services offered by the company may no longer qualify as “instrumental” or “ancillary” and, therefore, the exclusion may no longer apply, with the consequence that the activity may be considered incompatible. Conversely, as long as that share remains within the 20% threshold, a sort of presumption of compatibility applies between the practice of the profession and the activity carried out through the service company. At first analysis, it appears that the Council increasingly intends to reinforce the principle that the service company must remain, in substance and not merely in form, an operational extension of the profession.
Verification of the threshold is not carried out on an annual basis, but rather on the average of the previous three years. The reason lies in the fact that professional turnover (determined on a cash basis) and company turnover (determined on an accrual basis) are measured according to different accounting criteria. The three-year period therefore makes it possible to offset fluctuations and provide a more stable and reliable representation of the relationship between the two activities. Where multiple registered professionals are shareholders of the same service company, the assessment must be carried out on a pro-rata basis, according to each shareholder’s percentage participation in profits.
Shortly after publication of the interpretative notes, several local professional associations raised an interpretative question regarding the calculation of the 20% threshold—namely whether the percentage should be measured only against the individual professional turnover of the registered member, or against the total turnover attributable to the professional. The CNDCEC addressed this issue through Information Notice No. 70 of 22 April 2026, clarifying that the relevant reference parameter is the total turnover attributable to the professional, understood as the sum of direct professional turnover (arising from the individual VAT position and/or the share in an associated firm or STP) and the portion of turnover of the service company attributable to that same professional. According to the CNDCEC, any different interpretation would lead to “distortive results not aligned with the overall logic of the system.” Information Notice No. 70/2026 also clarified the temporal application of the new rule: the 20% threshold applies starting from turnover generated in 2026, relevant for self-certifications to be submitted in 2027 and for assessments carried out from 1 January 2027 onwards. For self-certifications relating to 2025 and checks performed during 2026, the previous criteria continue to apply, based on the 50% threshold and a five-year observation period. The transitional regime provides for a gradual implementation of the new 20% threshold, with full application expected from self-certifications relating to the year 2029.
A further criterion relevant to incompatibility assessment concerns the managerial role held by the professional within the service company, where the latter provides services to third parties and the above-mentioned 20% threshold is exceeded. For example, with specific reference to corporations, the interpretative guidance of the CNDCEC has consistently reaffirmed the principle that, when assessing incompatibility, a distinction must be made between mere ownership of the business and its actual management. The assessment must therefore be carried out in concreto, taking into account the role effectively held by the registered professional within the company. In this respect, two situations must be distinguished. On the one hand, where the Chartered Accountant is formally a shareholder but does not participate in the management of the business, having entrusted administration to third parties, such position does not in itself create incompatibility. On the other hand, a different situation arises where the professional, in addition to being shareholder, also acts as director with broad or full management powers and holds a prevailing economic interest in the company. Such interest exists, in particular, in all control situations referred to in Article 2359 of the Italian Civil Code, including where the participation is held through a non-legally separated spouse, relatives up to the fourth degree, fiduciary entities or companies attributable to the professional. Only in this latter case, where actual management of the business coexists with a prevailing economic interest, may the activity be considered incompatible with the practice of the profession.
Where the territorially competent Order Council establishes the existence of a cause of incompatibility, the registered professional is required to promptly remove it. If the incompatibility is not removed, the Order Council may order removal from the Register. Alternatively, professionals who are unable to remove the cause of incompatibility may request transfer from the Register to the Special List of non-practising members.
Finally, the exercise of professional activity in one of the situations of incompatibility under Legislative Decree No. 139 of 28 June 2005 also affects the professional’s position with regard to maintaining registration with the CNPADC (National Pension and Welfare Fund for Chartered Accountants). The CNPADC has autonomous powers to assess incompatibility, even where this has not been established by the competent territorial Order and/or the relevant Disciplinary Council (see, for example, Italian Supreme Court Joint Sections judgment No. 2612/2017 and Labour Division order No. 26346/2023), since it is in the interest of the Fund to ensure that pension and welfare benefits are granted only where effectively due. Where incompatibility is established by the CNPADC, the years concerned may be declared invalid for pension and welfare purposes. In such cases, those periods do not count towards contribution seniority for entitlement to and calculation of pension benefits. Subjective contributions paid for those years, insofar as no longer due, may generally be reimbursed upon request by the interested party. By contrast, supplementary contributions calculated on VAT turnover are excluded from reimbursement and remain acquired by the Fund under its applicable rules.
In conclusion, the incompatibility regime is not an abstract restriction, but a safeguard of professional independence. Where a situation of incompatibility is established, from a professional regulatory perspective the professional—unless the relevant cause is removed—may be exposed to removal from the Register, without prejudice to the right to request transfer to the Special List of non-practising members; from a pension perspective, the CNPADC may declare the relevant years ineffective, with the consequent possible loss of accrued contribution seniority and related benefits. These are therefore consequences capable of significantly affecting both the continuity of professional practice and the pension and welfare position of the registered professional. In light of the complexity of the legal framework and the significance of the related consequences, the assessment of whether incompatibility exists can only be carried out on a case-by-case basis, taking into account the specific circumstances in which the professional operates, the nature of the activity effectively performed, and the quantitative and qualitative relationship between professional activity and business activity.
