The Decree of the Ministry of Business and Made in Italy (MIMIT) published on 29 September 2023 has officially established the means of communication for the Register of beneficial Owners.

In accordance with the last phrase of art. 3 paragraph 6 of Ministerial Decree 55/2022 (hereinafter also the “Decree”), the communications of data and information related to the beneficial owners must be carried out within sixty days following the publication of the Decree, i.e. by 8 December 2023.

Here below is a summary of the legislation related to the fulfillment of the obligations entailed in the provision:

  • The Beneficial Owner Register

The Register of Beneficial Owners established at Chambers of Commerce is divided into two sections:

  1. the ordinary or autonomous Section, related to companies with legal personality and private legal entities;
  2. the Special Section, related to trusts relevant for tax purposes and similar legal institutions.
  • Subjective requirements: who must carry out the communication

Companies with legal personality, private legal entities, trusts relevant for tax purposes and legal institutions similar to trusts are subject to the reporting obligation.

In particular:

  1. For companies, the burden of collecting and sending information relating to beneficial owners stands on the directors, who must disclose the information based on the accounting records and balance sheets, the shareholders' register, the communications relating to the ownership structure and corporate governance due by the company under to the legislation in force, as well as on the communications received from the shareholders and from any other information available.
  2. With reference to foundations, information on beneficial owners is acquired and provided by the founder, if he/she is alive, or for recognized associations by the subjects to whom the representation and administration of the entity is attributed.
  3. With respect to trusts, the burden of communication falls on the trustees.
  • What data needs to be communicated

Pursuant to art. 4 of Legislative Decree no. 55/2022, the information to be communicated are:

  1. For companies:
    1. the personal data and citizenship of the individuals indicated as beneficial owner(s) pursuant to article 20, paragraphs 2, 3 and 5, of Legislative Decree 231/07;
    2. the percentage of share capital held by the individual(s) indicated as beneficial owner(s), pursuant to article 20, paragraph 2;
    3. in case the beneficial owner is not identified by virtue of the size of the shares held (at least 25%), the methods of exercising control;
    4. in the event that the beneficial owner cannot be identified in accordance with the previous methods, ultimately, the person(s) provided with the powers of legal representation, administration or management of the entity, to be indicated as beneficial owner, pursuant to article 20, paragraphs 3 and 5 of Legislative Decree 231/07.
  2. For recognized foundations, associations and committees, in addition to the provisions under letter a) above, it is mandatory to communicate the tax code and, even in the case of any subsequent changes:
  1. the legal name of the entity;
  2. the registered office and, where different from the registered office, the administrative headquarters of the entity;
  3. the certified email address.
  1. For Trusts and similar legal institutions, in addition to the provisions under letter a) above, it is mandatory to communicate the tax code and, also in the case of any subsequent changes:
  1. the name of the trust or similar legal institution;
  2. the date, place and the registration details of the deed of establishment of the trust or legal institution.
  • When to make the communication

The deadline for filing the initial communication of the Beneficial Owners for existing companies, entities and trusts is within 60 days starting from the publication of the MMIT Decree, expiring on December the 8th 2023. Since the deadline falls on a Saturday, it is officially extended to December the 11th 2023.

In the event of establishment/incorporation of new companies or entities after the entry into force of the Decree, the data of the respective beneficial owners must be filed to the Register within 30 days from the inscription in the relevant registers held by the Chamber of Commerce or, for trusts, of their incorporation.

However, on a recurring base:

  • any change relating to the data of the beneficial owners must be communicated within 30 days from the completion of the act or deed generating the change;
  • in any case, within 12 months from the date of the last communication made, companies, entities and trusts must confirm the data and information. Companies subject to the obligation to prepare and deposit the financial statements are allowed to file the confirmation of the beneficial owners' data together with the annual filing of the financial statements to the Chamber of Commerce.
  • Method: how to communicate

In order to file the relevant information, the obliged subjects must first obtain a digital signature and subsequently submit a self-declaration pursuant to articles 46 and 47 of Presidential Decree n. 445/2000, to be rendered using the "TE" form through the "Comunica" system.

  • Sanctions

In case of failure to communicate the data concerning the ultimate beneficial owner within the established deadlines, the Chambers of Commerce will assess the failure to communicate the data and information on beneficial owners. An administrative sanction is provided for each director varying from Euro 103 to Euro 1,032 (art. 2630 of the Civil code, in conjunction with art. 5 of law 689/91).

  • The role of professionals

In addition to assisting customers with the electronic filing of communications, the professionals will be able, after accreditation, to access the data entered in the Beneficial Owners' Register exclusively for the purposes of the obligations prescribed during the customer due diligence (articles 18 and 19 of Legislative Decree 231/ 2007).

However, it will not be possible to delegate the digital signature of the beneficial owners' communication to a professional or a service company.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.