Register of beneficial owners: mandatory registration by 11 December 2023

No later than 11 December 2023, all corporations, entities with legal personality (associations, foundations and other private institutions with legal personality) and trusts in Italy are required to report their beneficial owner information through a dedicated telematics procedure, which will be used to register with the Register of Beneficial Owners established at the Chambers of Commerce.

This obligation was indicated in the Decree published in the Official Gazette on 9 October, which confirmed the full operation of the system of reporting data and information on the beneficial owner, as stipulated in Article 3 of Ministerial Decree 55/2022.

The data in the register of beneficial owners will be freely available to the authorities, those required by law to comply with anti-money laundering regulations, the public, and all individual and legal entities.

A ‘beneficial owner’ is identified as a natural person who owns (directly or indirectly) a legal entity, controls it, or is a beneficiary of it. If the beneficial owner cannot be identified according to these criteria, the qualification falls on the natural person or persons holding the powers of legal representation, administration or management of the legal entity.

With a view to the concrete implementation of money laundering prevention legislation, the new measure establishes the obligation to report the data and information on beneficial ownership to the Register of Companies at the territorially competent Chamber of Commerce with a digitally signed file.

Persons required to comply with the Decree include directors of corporations, founders, representatives and administrators of private legal entities and trustees of trusts. Proxies or assignments to third parties are not permitted to digitally sign the beneficial owner disclosure form.

The new decree also introduces the obligation to report any changes in the data of the beneficial owner to the Companies Register no later than 30 days after the changes have been made. Within 12 months from the aforementioned communication, those required to do so must confirm the identity of the beneficial owner or communicate the new beneficial owner, as the case may be.

For non-compliance with the legislative provisions regarding the communication of data and changes, penalties will be issued ranging from EUR 103 to EUR 1,032 for each obligated person.