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2026 accounts: current securities, OIC amendments and 2021 losses

Current-asset securities, OIC amendments mandatory from 2026, sterilised 2021 losses and shareholders: what to decide before closing the books.

For companies with a 31 December year-end, four points need to be settled before the year-end entries: the option not to write down current-asset securities, confirmed for 2026 as well; the amendments issued by the OIC (Organismo Italiano di Contabilità, the Italian accounting standard setter) on 8 December 2025, which could be applied early in the 2025 financial statements and are mandatory from 2026; the end of the five-year period for the “sterilised” 2021 losses; and the absence of sustainability reporting obligations for unlisted SMEs. Companies that applied the OIC amendments early in their 2025 financial statements have already adopted them; for the securities derogation, the choice is made afresh for each set of financial statements, even for only some of the securities, and must be explained in the notes to the financial statements (nota integrativa).

The framework

Current-asset securities. Article 1, paragraphs 65 and 66, of Law no. 199 of 30 December 2025 allows entities that do not apply international accounting standards to measure securities not intended to be held on a long-term basis, in the 2025 and 2026 financial years, at the value shown in the last approved financial statements rather than at the lower market value, except for permanent losses. In return for the derogation, profits equal to the difference, net of the related tax charge, must be allocated to a non-distributable reserve (riserva indisponibile); if profit is insufficient, revenue reserves or other available reserves are used and, failing those, future profits.

OIC amendments. They concern OIC 13, 16, 24, 25 and 31 and apply to financial years beginning on or after 1 January 2026, with the option of early application in 2025; their effects are recognised in accordance with OIC 29, either retrospectively or prospectively.

• purchases with an option or obligation to resell: the asset is recognised in the buyer’s financial statements only if it is reasonably certain that the option will not be exercised; otherwise, if the price paid exceeds the resale price, the buyer recognises a receivable equal to the resale price and a prepaid expense (risconto attivo) for the difference; if the price paid is lower than the resale price, the transaction is a financing arrangement: a financial receivable for the amount paid and financial income on an accruals basis (OIC 13, paras. 19A and 19B; OIC 16, para. 34A; OIC 24, para. 53A);
• dismantling and restoration costs: they are capitalised on the asset against a provision, and the effects of discounting, if material, are recognised in the new item C.17-ter of the income statement (OIC 16, para. 40A; OIC 31, paras. 19 and 19A);
• revenue-based amortisation: permitted only with the decreasing-charge method and where revenue genuinely measures the exploitation of the intangible asset (OIC 24, para. 63);
• substitute tax paid to free tax-suspended reserves from tax (affrancamento): recognised in equity, after reversing any deferred taxes (OIC 25, para. 65A).

“Sterilised” losses. Article 6 of Decree-Law no. 23 of 8 April 2020 suspends certain obligations under Articles 2446, 2447, 2482-bis and 2482-ter of the Italian Civil Code (codice civile, c.c.) and postpones to the fifth following financial year the deadline for bringing the loss back below one third of share capital, with a dedicated schedule in the notes. The rules were extended to losses incurred in 2021 (Decree-Law 228/2021, Article 3, paragraph 1-ter) and in 2022 (Decree-Law 198/2022, Article 3, paragraph 9). The drafting technique used, which merely replaced the date, has been debated; the prevailing reading gives each loss its own five-year period: the 2025 financial statements for 2020 losses, 2026 for 2021 losses and 2027 for 2022 losses.

Sustainability. Legislative Decree 125/2024 imposes no obligations on unlisted SMEs; in addition, Article 17, paragraph 3-bis, exempts, for the 2026 and 2027 financial years, undertakings with revenue not exceeding 450 million euro or with no more than 1,000 employees on average.

What changes in practice

Securities. An srl (società a responsabilità limitata, a limited liability company) holds bonds carried at 100,000 euro in its 2025 financial statements; at 31 December 2026 they are worth 85,000 euro and the decline is not permanent. With the derogation they remain at 100,000 euro. Assuming a tax charge of 24 per cent, the non-distributable reserve amounts to 11,400 euro (15,000 less 3,600). If the 2026 profit is 8,000 euro, it is allocated in full to the reserve and the missing 3,400 euro is restricted out of revenue reserves or other available reserves: the profit for the year cannot be distributed, and free reserves can be distributed only for the portion that remains after the restriction.

Purchase with an obligation to resell. A machine bought for 200,000 euro must be resold to the seller after three years for 120,000 euro. The buyer does not recognise it among fixed assets: it records a receivable of 120,000 euro and a prepaid expense of 80,000 euro, which is released to the income statement on an accruals basis, roughly 26,667 euro a year.

2021 losses. An srl has share capital of 50,000 euro and a sterilised 2021 loss still amounting to 30,000 euro, above one third of capital (16,667 euro). If the loss has not fallen below one third by the 2026 financial statements, the shareholders’ meeting approving them reduces capital to 20,000 euro, unless the shareholders cover the loss beforehand, even only in part, so as to bring it back below one third.

Shareholder waiving a loan. Without the shareholder’s substitute declaration (dichiarazione sostitutiva) on the tax value of the receivable, waiving a loan of 40,000 euro gives rise to a taxable contingent gain (sopravvenienza attiva) of 40,000 euro: 9,600 euro of IRES (imposta sul reddito delle società, corporate income tax) at 24 per cent (Article 88, paragraph 4-bis, of the TUIR, Testo unico delle imposte sui redditi, the Consolidated Income Tax Act).

Practical steps

• Management body, before the year-end entries: decide on the securities derogation, explain it in the measurement criteria and provide for the non-distributable reserve in the proposed allocation of profit.
• Accounting department, after consulting the statutory auditor (sindaco) or the external auditor (revisore): identify contracts with an option or obligation to resell, dismantling obligations, revenue-based amortisation and affrancamento of reserves, and disclose the effects of the change in the notes.
• Companies with sterilised 2021 losses: update the schedule and hold the approval meeting by 30 April 2027, or by 29 June 2027 if the articles of association allow it and the conditions of Article 2364, second paragraph, c.c. are met (for srls, Article 2478-bis c.c.).
• Shareholders who contribute or lend money: a letter or resolution bearing a legally certain date (data certa) and stating the legal basis of the payment; for waivers, the substitute declaration before the resolution.

Mistakes to avoid

• Using the derogation for a permanent loss, or for securities sold at a loss after year-end and before the financial statements are drawn up: the sale makes the loss permanent up to the price realised, but not beyond the market value at year-end; if the security is sold at a price below that value, the further loss belongs to the following financial year (Interpretative Document 12, para. 11, which refers to OIC 29, and Basis for conclusions, para. 6(b)).
• Distributing profits without having set up the non-distributable reserve.
• Believing that sterilised losses must be covered in full: it is enough to bring them back below one third of capital, unless capital falls below the legal minimum.
• Recording non-repayable or capital contributions as contingent gains: they are taken to equity (OIC 28) and do not form part of taxable income (Article 88, paragraph 4, TUIR).
• Treating ESG questionnaires from banks and customers as legal obligations: they are contractual requests.

References

Law no. 199 of 30/12/2025, Article 1, paragraphs 65 and 66

OIC, Interpretative Document 12 (May 2026) on the measurement of current securities, para. 11 and Basis for conclusions, para. 6

OIC, amendments of 8/12/2025 to OIC 13, 16, 24, 25 and 31

OIC 28

OIC 29

Decree-Law no. 23 of 8/4/2020, converted by Law no. 40 of 5/6/2020, Article 6

Decree-Law no. 228 of 30/12/2021, Article 3, paragraph 1-ter

Decree-Law no. 198 of 29/12/2022, Article 3, paragraph 9

Legislative Decree no. 125 of 6/9/2024, Article 17, paragraph 3-bis

Articles 2364, 2435-ter, 2446, 2447, 2478-bis, 2482-bis and 2482-ter c.c.

TUIR, Articles 83, paragraph 1, 88, paragraphs 4 and 4-bis, 102 and 103, in force until 31/12/2026 (from 2027, the new Consolidated Income Tax Act, Legislative Decree no. 117 of 19/6/2026)