On 25 May 2022, Decree of the Ministry of Finance no. 55 dated 11 March 2022 (“MEF Decree”) was published in the Official Gazette. In agreement with the Ministry of Economic Development, the MEF Decree lays down the provisions on the communication, access and consultation of data and information on the beneficial ownership of companies with legal status, private legal entities, trusts and trust-like legal institutions.
The Decree enters into force on 9 June 2022.
The new MEF Decree establishes the long-awaited Beneficial Ownership Register, provided for since 2017 by Legislative Decree no. 90 of 25 May 2017, which implemented the Fourth Anti-Money Laundering Directive (EU Directive 2015/849) in Italy, amending Legislative Decree no. 231 of 21 November 2007.
Amongst other things, the MEF Decree introduces the obligation to report the data and information on beneficial ownership to the office of the Companies Register at the territorially competent Chamber of Commerce, by the following entities:
The MEF Decree has created two different sections in the Companies Register for communicating the data of beneficial owners taking into account the type of entities required to comply with the new obligation:
The data and information on beneficial ownership to be communicated are set out in Art. 4 of the MEF Decree.
The communication on beneficial ownership to the Companies Register must include, inter alia:
The parties responsible for reporting the data and beneficial ownership information are:
Beneficial ownership shall be reported electronically to the competent Companies Register using the Single Company Communication form (Comunicazione Unica di impresa) referred to in the Ministry of Economic Development’s (“MISE”) executive decree of 19 November 2009[3] .
The technical specifications of the electronic format of the Single Communication form to send beneficial ownership data will be described in an executive decree by the MISE (the “MISE Decree”), which will have to be adopted and enter into force within 60 days from the date of entry into force of the MEF Decree[4] .
Thus, the electronic reporting of data and information on beneficial owners by obliged parties has not yet been enabled and will have to wait for the publication of certain implementing measures.
In particular, existing companies and other obliged parties will have to make the first disclosures on data and information pertaining to beneficial ownership within 60 days from the publication of a provision by the MISE certifying the functioning of the system for reporting data and information to the Companies Register (the “MISE Provision”).
Said MISE Provision should, in turn, be published within 60 days from the entry into force of the MEF Decree and, in any event, following the adoption and entry into force of the MISE Decree providing the technical specifications of the electronic format of the Single Communication form[5].
It follows, in essence, that with the exception of extensions or delays, the MISE Provision should be published by the second week of August 2022 and the communication of data and information on beneficial ownership must be completed by the obliged parties within the next 60 days and, therefore, by the first week of October 2022.
Companies and private legal entities which will be incorporated after the date of the MISE Provision, will have to send the data and information on beneficial ownership within 30 days of registration in their respective registers, while trusts and trust-like legal institutions will have to send the information within 30 days of their incorporation[6].
The MEF Decree requires[7] obliged parties to notify any changes in the data and information on beneficial ownership already reported to the Companies Register within 30 days of the performance of the act that leads to the change in beneficial ownership.
Obliged parties will also have to confirm the data and information on beneficial ownership annually, within 12 months from the date of the previous disclosure.
Companies with legal status may provide this annual confirmation with the filing of their financial statements.
The terms provided for by the MEF Decree for communicating the data and information relating to beneficial ownership, the variations and the annual confirmations are mandatory[8].
The territorially competent Chamber of Commerce may provide for the investigation and notification of the breach of disclosure obligations and impose an administrative fine ranging between Euro 103 and Euro 1,032, pursuant to Article 2630 of the Italian Civil Code[9].
[1] Pursuant to Article 73 of the Income Tax Consolidation Act (TUIR, Presidential Decree no. 917 of 22 December 1986): see Article 21, paragraph 3, first sentence, of Legislative Decree no. 231 of 21 November 2007.
[2] See Art. 2, paragraph 2, letter f), second sentence, and paragraph 4, letter d-bis), third sentence of Legislative Decree no. 231 of 21 November 2007: these are the risks of fraud, kidnapping, ransom, extortion, harassment, violence, intimidation or where the beneficial owner is an incapacitated person or a minor.
[3] See Art. 3, paragraph 5 of the MEF Decree.
[4] See Art. 3, paragraph 5 of the MEF Decree.
[5] See Art. 3, paragraph 6 of the MEF Decree.
[6] See Art. 3, paragraph 7 of the MEF Decree.
[7] See Art. 3, paragraph 3 of the MEF Decree.
[8] See Art. 3, paragraph 8 of the MEF Decree.
[9] See Art. 4, paragraph 2 of the MEF Decree.