You are required to disclose the ultimate beneficial owner (UBO) to the Business Register by December 11, 2023, with penalties for non-compliance.
After several extensions, the Register of Beneficial Owners is now fully operational
If you have a company or a subsidiary in Italy, it is essential to identify the UBO to the locally competent Chamber of Commerce by December 11, 2023, to avoid incurring sanctions, in compliance with the relevant Italian anti-money laundering law (Italian Legislative Decree No. 231/2007, as amended).
DS Avocats in Milano, Italy can support your company in identifying the UBO of your company, in collecting all the relevant information, and in filing the communication to Companies’ Register.
Which entities are obliged to disclose the UBO?
- Companies, specifically corporations (excluding partnerships), including limited liability companies (S.r.l.) and joint stock companies (S.p.A.).
- Other entities, such as foundations and associations that are registered in a specialized Register.
- Particular types of trusts.
Obligation to disclose the UBO and sanctions
With respect to the companies, the directors have the obligation to file by electronic means to the Companies’ Register the communication on the UBOs. In case of doubts on the identity of the UBOs, the directors must submit a formal request for the information to the shareholders. The communication must be digitally signed respectively by the directors (firma digitale) and filed by December 11, 2023.
In addition, it is worth underlining that any future variation of the information on the UBOs shall be notified to the Companies’ Register within 30 days of the same. The information must be confirmed every year by the companies and the other obligated entities. The companies can confirm the information on UBOs concurrently with the filing of their annual financial statements.
In case of violation of the obligations of disclosure and notification of the information on UBOs, fines can be applied (ranging from 103 Euros to 1,032 Euros).
What is the definition of an UBO under the Italian Law?
According to Decree No. 231/2007, the ultimate beneficial owner is the individual or the individuals whom, ultimately, the direct or indirect ownership of the entity or the relevant control can be attributed.
The Decree clarifies that shareholding exceeding 25%, held by an individual in a company either directly or indirectly (i.e. through controlled companies, trust companies, or third parties) constitutes an indication of ownership. If not unequivocally identified by those criteria, the beneficial owner(s) shall be identified with the individual(s) ultimately controlling the company by means of:
(a) the control of the majority of the voting rights that can be exercised in the ordinary shareholders’ meeting;
(b) the control of a number of voting rights allowing to exercise a significant influence in the ordinary shareholders’ meeting;
(c) the existence of any shareholders’ agreement allowing to exercise an ultimate influence in the company.
When the criteria referred to in the above paragraphs do not permit the identification of one or more beneficial owners, the beneficial owner(s) shall be individual(s) having the powers of legal representation and management of the company.
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