Beneficial Owner: Mandatory Communication

ULTIMATE BENEFICIAL OWNER: REQUIRED SUBJECTS

Legal representatives of capital companies (Srl-Spa-Sapa-Coop) and private entities with legal personality (associations-foundations-trusts and similar) established after October 9, 2023, are required to communicate the data of beneficial owners to the competent Business Register Office within 30 days of registration in their respective registers. The "extraordinary" deadline of December 11, 2023 – set for entities established before October 9, 2023 – had been temporarily suspended due to an order of the TAR Lazio of December 7, 2023. The latter, with subsequent judgment no. 06839/2024 REG.PROV.COLL. – N. 15566/2023 REG.RIC. of April 9, 2024, rejected the appeal challenging the ministerial measures concerning beneficial owners. Therefore, the "extraordinary" 60-day deadline referred to in Ministerial Decree of September 29, 2023 (published on October 9, 2023, in the Official Gazette) expires on April 11, 2024.

DEFINITION OF BENEFICIAL OWNER

Article 20 of Legislative Decree no. 231/2007 (anti-money laundering legislation) defines "ultimate beneficial owner" as the natural person or natural persons to whom, ultimately:

A) the direct or indirect ownership of the entity can be attributed to it;
B) the relevant control can be attributed to it;
C) has powers of legal representation, administration or management (residual criterion).

The criteria are "hierarchical" in the sense that the next criterion should be selected if the previous prerequisite is not met.

A) Ownership criterion
"In the case where the client is a capital company: ownership of a stake exceeding 25 percent of the client's capital held by a natural person constitutes an indication of direct ownership ; ownership of a percentage of stakes exceeding 25 percent of the client's capital, held through controlled companies, trust companies or nominees, constitutes an indication of indirect ownership.

B) Control criterion
"In cases where the examination of the ownership structure does not allow for the unambiguous identification of the natural person or natural persons to whom direct or indirect ownership of the entity can be attributed, the beneficial owner is the natural person or natural persons to whom, ultimately, control of the entity can be attributed by virtue of:

- control over the majority of votes exercisable in the ordinary meeting;
- control of votes sufficient to exert a dominant influence in the ordinary meeting;
- the existence of specific contractual arrangements that allow for the exercise of a dominant influence.

C) Residual criterion
"If the application of the criteria referred to in the preceding paragraphs does not allow for the unambiguous identification of one or more beneficial owners, the beneficial owner shall be the natural person or natural persons holding, in accordance with the respective organizational or statutory structures, powers of legal representation, administration or management of the company or client, other than the natural person."

BENEFICIAL OWNER: PENALTIES FOR FAILURE TO REPORT

Failure to provide information on the beneficial owner is punishable administratively with a fine ranging from 103 euros to 1,032 euros. The competent local Chamber of Commerce will ascertain and contest the violation of the obligation and impose the relevant penalty.