The Registry of Beneficial Owners is definitively operational in Italy starting from 11 October 2023. This provision, made effective in the Official Gazette n. 236 with decree of the Ministry of Enterprises and Made in Italy dated 29/09/2023 and is in line with the European directives, implements a further tool aimed at coping with money laundering and financing of international terrorism as per legislative decree n. 231/2007. The Registry will contain the data of the beneficial owners of all legal companies and trusts producing legal effects in Italy and it will be found in a section of each office of the local Italian Chambers of Commerce.
The beneficial owner is deemed as the natural person to whom direct or indirect ownership of the company can be traced back and who therefore owns or controls a certain entity. The thresholds that determines the control are reported in the anti-money laundering legislation legislative decree n. 231/2007 and identifies the beneficial owner on the basis of criteria, identifiable in a specific shareholding threshold (at least 25% of the capital owned personally or through other controlled companies) or through voting or legal representation rights, based on the single applicable case.
Therefore, to comply with this new legislative provision, all companies with legal personality, private legal entities (foundations and associations) as well as trusts and similar legal institutions duly established or resident in Italy that control legal entities within the thresholds established by law are required to file a self-declaration with the competent Company Registry and Registry of beneficial owners.
The declaration shall be filed within the stipulated deadline of 11 December 2023, i.e. 60 days from the date of publication in the Official Gazette, after which failure to communicate will result into sanctions. After the first communication, any subsequent changes must be communicated within 30 days and annually - even in the absence of changes in ownership - the information must be confirmed: this can also be done upon the filing of the financial statements.
The methods of filing the self-declaration available to companies will be exclusively direct and digital through the website of the competent Chamber of Commerce: this means that all beneficial owners - even if they are foreign nationals but participating companies established according to Italian law - will be required to send the online declaration personally, via the personal digital signature, without the possibility of delegating it to the third parties. Consequently, all parties involved will be required to equip themselves with the digital signature tool to file the requested documentation and information.
In detail, the communication must contain information relating to the participation concerned depending on the legal entity (be it a capital company or a foundation or a different entity), in particular the extent of the capital participation, or the control powers or personal data and other information useful for achieving full transparency on the investment.
It is important, therefore, that all entities registered in Italy, including those owned and invested by foreigners, adapt and provide this communication without delay in order to avoid sanctions.
D’Andrea & Partners keep you constantly updated on the topic of investments in Italy and you may find more information in our guide Invest in Italy, available also in Chinese language. For further information on the topic and to confirm the eventual need to file the declaration in the Registry of beneficial owners, do not hesitate to contact us at the following address: email@example.com