APS Statuto: Model, Mandatory Clauses and the Codice del Terzo Settore

The statuto: the legal foundation of your APS

If the first article in the series walked you through the 7 steps to found an APS, this second instalment will help you understand the most important document: the statuto (Italy's founding bylaws).

A note on this translation: the statuto is a legal document governed by Italian law. The clauses below are provided as a service translation for informational purposes; the Italian text is the one that has legal effect. Always draft and file your statuto in Italian, and have it reviewed by a CSV or a commercialista (Italian chartered accountant) specialized in the Terzo Settore.

The statuto isn't just a bureaucratic formality. It's the constitution of your association: it sets out members' rights and duties, establishes how decisions are made, protects the association's assets, and ensures that its civic and solidarity-driven mission stays at the centre of everything.

Many APS make the mistake of copying a generic statuto or forgetting fundamental clauses. The result? The RUNTS rejects the registration request and you lose weeks. This guide will help you avoid these mistakes and draft a solid statuto, compliant with the law and one that genuinely protects you.

The regulatory framework: Art. 5 and Art. 47 of the Codice del Terzo Settore

Before drafting the statuto, it's essential to understand what the law requires.

Art. 5: Activities of general interest

Art. 5 of D.Lgs. 117/2017 lists all the activities of general interest that an APS may carry out. The statuto must explicitly reference at least one of these categories:

1. Social and socio-health assistance (services for people with disabilities, the elderly, those in need)
2. Education and training (courses, workshops, supplementary education)
3. Research and promotion of culture (museums, archives, artistic activities)
4. Sport and recreational activities (but as an APS, not as an ASD, Italy's sports-club legal form)
5. Protection of the environment and biodiversity (community gardens, parks, clean-ups)
6. International development cooperation (projects in developing countries)
7. Emergency response (civil protection, humanitarian aid)
8. Sustainable agriculture and animal protection

In the statuto you must write explicitly: "The association carries out activities of general interest under Art. 5, letter X of D.Lgs. 117/2017, relating to [your specific activity]"

For OnStage, for instance, that would be: "the promotion of culture, art and creative activities within the community" (the research and promotion of culture category).

Art. 47: The mandatory requirements of the statuto

Art. 47 of D.Lgs. 117/2017 sets out the mandatory requirements: clauses that MUST be present in the statuto, or the document is not compliant.

The 11 mandatory clauses of an APS statuto

Here is the complete list of what your statuto must contain:

1. Name and the "APS" acronym

Sample clause:
> "The association is named 'Associazione di Promozione Sociale [Your Name]' and adopts the acronym 'APS [Abbreviation]'."

Why: Art. 35, paragraph 1 requires it. If you don't write "APS" or "Associazione di Promozione Sociale", the association is not legally recognized as such.

2. Social purpose and activities of general interest

Sample clause:
> "The association pursues civic, solidarity-based and socially useful purposes by carrying out, exclusively or principally, activities of general interest, consisting of: [describe your activity with reference to Art. 5, letter X]."

Why: This is the foundation of the entity's nonprofit nature. Without a clear description of the purpose, the Agenzia delle Entrate (Italy's Revenue Agency) will not recognize you as an ETS (Ente del Terzo Settore, "third-sector entity").

3. No discrimination and no profit motive

Sample clause:
> "The association promotes free and equal access to its services, without any discrimination based on race, sex, religion, language, economic status or other characteristics. The distribution of profits, operating surpluses and reserves is strictly prohibited. All profits and surpluses are fully reinvested in carrying out the association's social activities."

Why: This is required by law (Art. 47, paragraph 1, letter a). It guarantees that the association remains genuinely nonprofit.

4. Allocation of assets

Sample clause:
> "The association's assets, including any operating surpluses, are allocated exclusively to pursuing the civic, solidarity-based and socially useful purposes set out in this statuto. Under no circumstances may the assets or surpluses be distributed to members, not even upon dissolution."

Why: This protects the association's assets and prevents founders from "emptying" them in the event of dissolution.

5. Minimum and maximum number of members

Sample clause:
> "The association is made up of a minimum of 7 members, whether individuals and/or associazioni di promozione sociale. There is no maximum number of members. If the number of members falls below the minimum, the association has 1 year to restore it, on pain of removal from the RUNTS."

Why: Art. 35 requires it. It guarantees that the association remains plural and representative.

6. Rules for admission and withdrawal

Sample clause:
> "Membership in the association is free and open to all. Interested parties may join by submitting a written application to the consiglio direttivo (governing board). Membership becomes effective upon approval by the board. Any member may withdraw at any time by written notice to the president, without any penalty."

Why: It guarantees that anyone can join the association without extra costs or unjustified obstacles.

7. Members' rights and duties

Sample clause:
> "Every member has the right to: take part in the general assembly with voting rights, access documents and annual financial statements, submit proposals to the consiglio direttivo. Every member has the duty to: comply with the statuto and internal regulations, actively contribute to the activities, pay any membership fees set by the assembly (if applicable)."

Why: It clarifies mutual responsibilities and avoids disputes over interpretation.

8. General assembly: composition, convening and resolutions

Sample clause:
> "The general assembly is made up of all members and is the sovereign body of the association. It is convened by the president at least once a year, by 30 June. Notice of convening must be given at least 5 days in advance, indicating date, time, place and agenda. Members may also attend by videoconference. Resolutions are valid if at least half the members take part (structural quorum) and are passed by a majority of the votes present."

Why: This governs the democratic functioning of the association.

9. Governing bodies: the consiglio direttivo and its officers

Sample clause:
> "Management of the association is entrusted to a consiglio direttivo (governing board) made up of no fewer than 3 and no more than 9 members, elected by the assembly for a 3-year term. The board elects from among its members a president, a vice-president, a secretary and a treasurer. The board meets at least 4 times a year, and resolutions are valid if at least half the board members take part (quorum)."

Why: This is set out in Art. 48 and 49. It's your APS's governance system.

10. Annual financial statement and reporting

Sample clause:
> "The association is required to draft an annual financial statement showing the financial performance and the activities carried out. The financial statement must be approved by the assembly by 30 June of the following year. A certified copy of the statement is attached to the report to be filed with the RUNTS and kept in the association's archive."

Why: Full transparency. Required under Art. 13-15 of the Codice.

11. Dissolution and devolution of assets

Sample clause:
> "In the event of dissolution of the association, resolved by the assembly, the remaining assets are not distributed to members, but devolved to other third-sector entities with a similar social purpose, designated by the assembly itself. If no entity is designated, the assets shall be devolved by decree to the Ministero del Lavoro e delle Politiche Sociali (Ministry of Labour and Social Policies)."

Why: A legal requirement (Art. 26 of D.Lgs. 117/2017). It prevents private appropriation of collective assets.

The Ministero del Lavoro's standard models

The Ministero del Lavoro has approved standard statuto models, updated as of May 2024 and available for free download.

Where to find them:

1. Visit the Ministry's portal
2. Select "Standard statuto model for APS"
3. Download the editable PDF

Advantages of the standard model:

- Already law-compliant: All mandatory clauses are included
- Customizable: You can edit your association's details
- Reduces errors: Avoids revision requests from the RUNTS office
- Speeds up the process: You can file the registration request right away

Tip: Even if you use the standard model, have the document reviewed by a CSV or a commercialista. CSVs offer free consultation.

How to customize the standard statuto

Suppose you've downloaded the model. Here are the 8 key fields to customize:

| Field | What to write | Example |
|-------|---------------|---------|
| Name | Association name + APS | "Associazione Festival Città Giovane APS" |
| Abbreviation | Short form | "FCG APS" |
| Registered office | Full address | "Via Roma 42, 73026 Botrugno (LE)" |
| Activity (Art. 5) | Description of activity + D.Lgs. letter | "Promotion of research, culture and art (letter e)" |
| Primary purpose | Beneficiaries and methods | "Organizing festivals, concerts and workshops for the local community" |
| Number of officers | Board size | "5 board members" or "7 board members" |
| Membership fee | If applicable | "No fee" or "€10 per year" |
| Assembly quorum | Decision-making thresholds | At least 50% of members |

Common mistakes in the statuto (and how to avoid them)

Mistake 1: Not explicitly citing Art. 5

Problem: The RUNTS doesn't know what your main activity is.
Solution: Always write: "...activities of general interest under Art. 5, letter [X]..."

Mistake 2: Adding clauses that restrict access

Problem: A statuto that says "only residents of the municipality" or "a high €100 fee" violates Art. 35.
Solution: Free, no-cost, non-discriminatory access.

Mistake 3: Failing to prohibit profit distribution

Problem: The tax authorities will think you're an ordinary association, not an ETS.
Solution: Add an explicit clause: "Absolute prohibition on the distribution of profits."

Mistake 4: A statuto that's too rigid

Problem: An overly bureaucratic statuto discourages new members and makes decision-making difficult.
Solution: Use the standard model, which is balanced between flexibility and rules.

Mistake 5: Dissolution without devolution

Problem: The assembly might one day try to split the assets among members (illegally).
Solution: A mandatory clause on devolution to similar entities.

The president's and administrators' liability

The statuto doesn't just govern day-to-day life: it also defines legal liability.

The president's responsibilities

The president is the figure most exposed legally. Under D.Lgs. 117/2017 and the Codice Civile (Italy's Civil Code), the president is answerable for:

- Correct management of the assets: If the treasury is in the red due to negligence, they are liable
- Compliance with the statuto: Any breach of the rules is their responsibility
- The annual financial statement: They must ensure the statement is accurate
- Legal representation: They sign contracts, open bank accounts, sign official documents
- RUNTS filings: Reporting statuto amendments, financial statements, changes of officers

How to protect yourself

1. Appoint a competent treasurer: Delegate financial management
2. Hold regular board meetings: Document the decisions
3. Keep accurate records: Assembly minutes, financial statements, resolutions
4. Take out RC insurance (Responsabilità Civile, third-party liability cover): Costs €200-400 a year and covers unintentional errors
5. Consult your CSV before major decisions: Seek legal support

The statuto as the association evolves

The statuto isn't set in stone. Over time, you'll find that certain rules don't work well, or you'll want to add new activities. You can amend the statuto, but it requires a resolution of the assembly by a qualified majority (usually 2/3 of the votes).

After every amendment:
1. Draft the new statuto
2. Notify the RUNTS within 30 days
3. Update your records

An amendment to the statuto carries no cost for a newly registered APS (exempt from stamp duty and registration taxes).

Official resources

To learn more, consult:
- Standard statuto models - Ministero del Lavoro
- Forum Nazionale del Terzo Settore - Simplified 2026 guide
- Your regional CSV - Free drafting support
- Codice del Terzo Settore - full text

The "Founding an APS" series

Got your statuto sorted? Great! In the next article you'll learn how to draft the atto costitutivo (the founding deed), when you need a notaio, what the real costs are, and how to avoid formal mistakes that could slow down your RUNTS registration.

[Read the next article: "APS Founding Deed (Atto Costitutivo): How to Draft It, Do You Need a Notaio? Costs and Timeline" →](/blog/atto-costitutivo-aps-come-redigerlo-notaio-spese)

Free support from the community

If you have specific questions about drafting your statuto, get in touch. OnStage has supported many associations through the legal-recognition process and can share tested models, guidelines and contacts of reliable CSVs in your region.

Upcoming instalments in the series: RUNTS registration, the first assembly, and how to stay compliant year after year.

Disclaimer: This information is up to date as of May 2026. The statuto defines legal rights and duties. If you have doubts about the wording of specific clauses, consult your regional CSV or a commercialista specialized in ETS before signing.