Notes to the accounts: what to check before working with a company

In short: the notes to the accounts (nota integrativa) are the part of the accounts that explains the figures. Before extending credit or a deposit, check six things: debts secured by collateral, commitments and off-balance-sheet guarantees, significant events after the year end, any uncertainties about going concern, related-party transactions not at market conditions, and subordinated shareholder loans.

What the notes to the accounts are and what they must contain by law

The annual accounts consist of the balance sheet, income statement, cash flow statement and notes to the accounts (art. 2423 c.c.). The balance sheet and income statement give the figures; the notes explain how they were calculated and what is not visible in the statements. Their minimum content is listed in art. 2427 c.c., which in its first paragraph has more than thirty numbered points: from the valuation criteria to the movements in fixed assets, from the average number of employees to the directors' fees.

Not all of them are useful to someone assessing a commercial counterparty. The points below are those of art. 2427 that answer a practical question: can I trust this company for the coming months?

The items to look for, one by one

Two other items help you read the rest: no. 1 (valuation criteria of the items) and no. 16 (fees, advances and loans granted to directors and statutory auditors, with the commitments undertaken on their behalf). A receivable from directors that grows every year is a detail worth noting.

Going concern: the sentence to look for

The civil code requires the items in the accounts to be valued “on a going-concern basis” (art. 2423-bis, first paragraph, no. 1). The accounting standard OIC 11 (paragraph 22) adds that the directors must assess the company's ability to keep operating for at least twelve months from the reference date of the accounts. If they find significant uncertainties, the notes to the accounts must clearly describe the risk factors, the assumptions made, the uncertainties and the plans to address them.

In practice: search the document for the words “continuità aziendale” (going concern). If you find a paragraph about significant uncertainties, it is the directors of your client or supplier themselves who are telling you that the company's future is not assured. It is the most important signal the notes can give you.

If the company files abbreviated or micro-company accounts

Many SMEs file their accounts in abbreviated form. In that case the notes are shorter: art. 2435-bis c.c. requires, from among the items of art. 2427, only nos. 1, 2, 6 (limited to debts, without geographical breakdown), 8, 9, 13, 15, 16, 22-bis, 22-ter, 22-quater and 22-sexies, in addition to no. 1 of art. 2427-bis. What remains, therefore, are the collateral-secured debts, the off-balance-sheet commitments, the related-party transactions and the events after the year end. The breakdown of shareholder loans (no. 19-bis) is not required. For related parties, moreover, the company may limit itself to transactions with its major shareholders, with members of the administrative and control bodies, and with the companies in which it holds an interest.

Micro-companies may not prepare the notes at all, provided that at the foot of the balance sheet the information in items 9 and 16 of art. 2427 appears (art. 2435-ter c.c.). So if your client is a micro-company, read the lines at the bottom of the balance sheet: there you find commitments, guarantees and contingent liabilities, and the fees and receivables from directors and statutory auditors. What remains readable in the rest of the accounts is explained in the guide on abbreviated and micro-company accounts.

How to read it in a quarter of an hour

The notes to the accounts of an SME are often long and repetitive. You do not need to read all of it: use the search function within the document with these words, which are in Italian in the filed accounts.

• “continuità” (going concern): to find any uncertainties about going concern.
• “garanzie reali” (collateral), “ipoteca” (mortgage), “pegno” (pledge): for debts secured by guarantees over company assets.
• “impegni” (commitments) and “passività potenziali” (contingent liabilities): for what does not appear in the balance sheet.
• “fatti di rilievo” (significant events): for what happened after the year end.
• “parti correlate” (related parties): for transactions with shareholders, directors and affiliated companies.
• “postergat” (subordinated, the stem of “postergato”): for shareholder loans repayable after the other creditors.

If the client closed the year with a loss, the notes are also the place to find the losses that the law allows to be shown separately: this is explained in the guide on a client with a loss in its accounts.

What the notes do not tell you

The notes are written by the company's directors and refer to the closing date of the year, plus any significant events that happened after it. The accounts are filed with the Companies Register within thirty days of approval (art. 2435 c.c.; for S.r.l. companies, art. 2478-bis refers to it), so by the time you read them the accounts may be more than a year old. Cross-check them with the figures, with more recent protests and proceedings, and with how the company is paying you today. The full picture is in the practical guide to reading a client's or supplier's accounts; for cash indicators, see the guides on EBITDA and MOL and on the DSCR.

Sources

• Art. 2427 c.c., contents of the notes to the accounts (Brocardi.it) (accessed 2026-11-01)
• Art. 2423-bis c.c., drafting principles of the accounts (Brocardi.it) (accessed 2026-11-01)
• Art. 2423 c.c., preparation of the accounts (Brocardi.it) (accessed 2026-11-01)
• Art. 2435-bis c.c., abbreviated-form accounts (Brocardi.it) (accessed 2026-11-01)
• Art. 2435-ter c.c., micro-company accounts (Brocardi.it) (accessed 2026-11-01)
• Art. 2435 c.c., filing of the accounts (Brocardi.it) (accessed 2026-11-01)
• Art. 2478-bis c.c., accounts and distribution of profits to members (Brocardi.it) (accessed 2026-11-01)
• OIC 11, Purposes and principles of the annual accounts, March 2018, paragraphs 21-22 (Fondazione OIC) (accessed 2026-11-01)