The MEF Decree on the Register of Beneficial Owners

Allen & Overy LLP

The Decree lays down provisions on the communication of data and information on the beneficial ownership of Italian companies, private legal persons, trusts and similar institutions.

On 9 June 2022 the Decree of the Ministry of Economy and Finance (MEF) no. 55 of 11 March 2022, “Regulation laying down provisions on the communication, access and consultation of data and information relating to the beneficial ownership of companies with legal personality, private legal persons, trusts producing legal effects relevant for tax purposes and legal arrangements similar to trusts” (the MEF Decree), applicable to Italian entities, will enter in force.

What does the MEF Decree regulate?

The MEF Decree lays down provisions on:

a. the communication of data and information on the beneficial ownership of Italian companies, private legal persons, trusts and similar institutions, acquired pursuant to Article 22 of Legislative Decree 231/2007 (the Anti-Money Laundering Decree), to the Office of the Registrar of Companies of the Chamber of Commerce territorially competent, for their registration and storage in the relevant sections of the Register of Companies; and

b. the access to data and information by the various interested parties.

Such provisions shall be implemented exclusively by means of telematics.

Which subjects are required to make the communication?

The following subjects are required to make the communication, in the form of a self-declaration:

a. the directors of companies with legal personality;

b. the founders or individuals to whom the representation and administration of private legal persons are attributed; and

c. the trustees of trusts or similar institutions.

What is the deadline for making the communication?

The publication of the regulation of the Ministry of Economic Development (MISE), certifying the functioning of the data communication system and information on beneficial ownership, is expected within 60 days from the entry into force of the MEF Decree, which is set for 9 June 2022.

Communications on beneficial ownership must be made within 60 days following the publication of the MISE regulation.

Therefore, companies and similar legal entities will have about four months to identify their beneficial owners and to communicate the information to the Registrar of Companies.

Changes in the data and information relating to beneficial ownership must be communicated within 30 days of the change.

The data and information must be confirmed annually, within 12 months from the date of the first communication or from the last communication of their change or confirmation. Entities with legal personality may confirm the data and information at the same time as the filing of their financial statements.

When must the entities established after the MISE regulation make the communication?

Within 30 days of their establishment (i.e. enrolment in the respective registers).

What is the subject of the communication?

The communication must contain the identification data and data on the citizenship of the natural persons indicated as beneficial owners.

In addition, companies must communicate:

a. the participations in the capital of their beneficial owner; or

b. the methods of exercising of control; or

c. the respective powers of legal representation, administration or direction of the entity.

Private legal entities persons must communicate:

a. the name of the institution;

b. the registered office and, if different, the administrative office; and

c. the certified email address (Posta Elettronica Certificata).

Trusts and similar institutions must communicate:

a. their respective names; and

b. the date, place and details of the act of incorporation.

The different entities must also disclose any exceptional circumstances that prevent access to their beneficial ownership information.

Who can access the data and information on beneficial ownership?

a. The Authorities listed in the Anti-Money Laundering Decree;

b. the Judicial Authority;

c. the obliged subjects pursuant to the Anti-Money Laundering Decree, subject to accreditation, in order to support the fulfilment of their obligations concerning the verification

of customers; and

d. the public, under certain conditions provided for by the Anti-Money Laundering Decree and unless there are exceptional circumstances that prevent access to the relevant information on beneficial ownership; in this case, the territorially competent Chamber of Commerce transmits the request for access to the other party, who may transmit a reasoned objection. The Chamber of Commerce assesses on a case-by-case basis whether the objection to the access is justified and whether it can be excluded in whole or in part.

Are there any penalties in case of discrepancy of data and information on beneficial ownership?

If the obliged subjects pursuant to the Anti-Money Laundering Decree detect discrepancies between what is declared by the companies and the investigations carried out by them as part of the due diligence activity, they promptly report them to the territorially competent Chamber of Commerce; the anonymity of the reporting obliged entities is guaranteed.

The territorially competent Chamber of Commerce is empowered to assess whether the obligation to communicate data and information on beneficial ownership has been violated, and to issue the related administrative sanction.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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