Following the publication of the Ministry for Business and Made in Italy decree in the Official Gazette No. 236 of 9 October 2023, the “Beneficial Ownership Register” became operational. The decree introduces the obligation to report data and information on the beneficial owners of companies with legal personality, private legal persons, trusts producing legal effects relevant for tax purposes and similar legal arrangements. The decree aims to increase the level of transparency in the ownership of legal entities and to prevent the use of the economic and financial system for illicit purposes.
Subject of the decree and the concept of “beneficial owner”
The Ministry for Business and the Made in Italy decree, published in the Official Gazette n. 236 of 9 October 2023 (hereinafter “decree”), was issued pursuant to the Ministerial Decree No. 55/2022, which contains implementing provisions on the “register of beneficial owners” provided for by the Legislative Decree 231/2007 (Anti-Money Laundering Decree – AML).
The decree confirms the operation of the beneficial ownership data and information reporting system, entailing the obligation for all entities operating in Italy to report data and information on the beneficial owners of companies-legal persons, private legal persons, trusts and similar legal arrangements.
With regard the concept of “beneficial owner”, Art. 20 of the AML states that “beneficial owner of entities other than natural persons is the natural person or persons who ultimately own or control the entity”. The AML also provides the criteria for identifying the beneficial owner.
Entities required to report information
In accordance with Art. 21 of the AML, the obligation to report beneficial ownership data and information concerns:
- Directors (in the case of companies with legal personality, including companies under pending insolvency proceedings and foreign companies with secondary offices in Italy);
- Founders or the persons entrusted with the representation and the administration of the private legal persons (recognized associations and foundations and other private institutions that acquire legal personality upon entry in the Register of Legal Entities);
- Trustees (in the case of trusts producing relevant legal effects for tax purposes or similar legal institutions).
Registration and data reporting
The entry in the beneficial ownership register, managed by the competent Chambers of commerce, shall be done by means of a specific declaration in telematic form digitally signed. The registration shall be completed within and not later than December 11, 2023.
In the case of entities established after October 9, 2023, the declaration shall be completed within thirty (30) days from the date of inscription in the appropriate Register or from the date of establishment (in the case of trusts or similar legal arrangements).
The obligation of entry in the beneficial owners register is certainly an extremely important requirement that aims at identifying the natural persons who have effective control over a company or legal entity. This is with a view to achieve maximum financial transparency and combat illegal activities such as money laundering.
Zunarelli Law Firm
