[co-author: Valerio Navarra]
Pursuant to the Law Decree no. 55 of 11 March 2022 (the “Decree”), published in the Italian Official Gazette on 25 May 2022, information about beneficial owners of Italian companies, foundations, associations and trusts will need to be communicated to the competent Companies’ Registers. To that end, the Decree provides that the Companies’ Registers establish an autonomous section where such data and information are published (the “Beneficial Owners’ Register”). The Beneficial Owners’ Register, which must contain constantly updated data and information accessible to third parties (i.e Public Authorities and private entities), aims to fight money laundering and terrorist financing.
The Beneficial Owners’ Register
The Decree will enter into force on 9 June 2022 and imposes new disclosure obligations on the following persons:
- Director(s) of Italian joint stock companies, limited liability companies, limited partnerships and cooperative companies (società per azioni, società a responsabilità limitata, società in accomandita per azioni e società cooperative);
- founder(s) or legal representatives of foundations (fondazioni);
- director(s) of associations (associazioni riconosciute); and
- trustee(s) of trusts,
(together, the “Subjects”).
These Subjects must, within 60 days from the promulgation of the enacting regulations of the Decree (which is expected by 9 August 2022), communicate to the competent Companies’ Register information regarding the identity of the beneficial owners of the relevant company, partnership, foundation, association or trust.
Once a communication has been made, the Subjects must communicate:
- any change to such data or information, within 30 days from the completion of the act giving rise to the change; and
- a confirmation of the correctness of the data and information already communicated, within 12 months from the latest communication. Companies can make this communication also when depositing the annual accounts with the competent Companies’ Register.
It would seem that Italian branches of foreign companies will not be subject to the above disclosure obligations, but this remains to be clarified definitively.
Each failure to comply with the communication obligations will be subject to an administrative fine up to Euro 1,032.
All the enacting regulations to the Decree are expected to be promulgated by 9 August 2022 and, starting from the date of promulgation, all Subjects must comply with the Beneficial Owners’ obligations set out in the Decree.