The Beneficial Owners’ Register
The Decree will enter into force on 9 June 2022 and imposes new disclosure obligations on the following persons:
- Director(s) of Italian joint stock companies, limited liability companies, limited partnerships and cooperative companies (società per azioni, società a responsabilità limitata, società in accomandita per azioni e società cooperative);
- founder(s) or legal representatives of foundations (fondazioni);
- director(s) of associations (associazioni riconosciute); and
- trustee(s) of trusts,
(together, the “Subjects”).
These Subjects must, within 60 days from the promulgation of the enacting regulations of the Decree (which is expected by 9 August 2022), communicate to the competent Companies’ Register information regarding the identity of the beneficial owners of the relevant company, partnership, foundation, association or trust.
Once a communication has been made, the Subjects must communicate:
- any change to such data or information, within 30 days from the completion of the act giving rise to the change; and
- a confirmation of the correctness of the data and information already communicated, within 12 months from the latest communication. Companies can make this communication also when depositing the annual accounts with the competent Companies’ Register.
It would seem that Italian branches of foreign companies will not be subject to the above disclosure obligations, but this remains to be clarified definitively.
Each failure to comply with the communication obligations will be subject to an administrative fine up to Euro 1,032.
Next steps
All the enacting regulations to the Decree are expected to be promulgated by 9 August 2022 and, starting from the date of promulgation, all Subjects must comply with the Beneficial Owners’ obligations set out in the Decree.
Please contact the authors, or your usual contact in Hogan Lovells, if you would like any further information
Authored by Leah Dunlop, Pierluigi Feliciani, Elisabetta Randazzo, and Valerio Navarra.
