Directors are required to disclose beneficial owners

by Fabio Galliani | Apr 7, 2021 | Blog

Do you know what the Register of beneficial owners is? 

The Italian anti-money laundering legislation, introduced by Legislative Decree 231/2007, has provided for the establishment of a special section of the Companies Register, in which information on the beneficial ownership of legal entities and trusts will be provided, for the purposes of preventing and combating the use of the economic and financial system for the purpose of laundering the proceeds of criminal activity and financing terrorism.

 

Who must notify the Register of beneficial owners

According to the provisions, companies required to be entered in the Register of Companies and private legal entities (e.g. Trusts) required to be entered in the Register of Private Legal Entities, should notify to the Companies Register the information relating to their beneficial owners, for the purposes of conservation in a special section with restricted access.

 

Directors’ responsibility

With specific reference to companies with legal status that are required to be entered in the Register of Companies, the information relating to their beneficial owners should be collected by the directors, who are required to keep it accurate, adequate and up-to-date for a period of no less than five years.

This informations are collected on the basis of what is shown in the accounting books and balance sheets, in the shareholders’ register, in the communications relating to the ownership structure or control of the entity, as well as in the communications received from the shareholders and any other data available to them.

The inertia or unjustified refusal of the shareholder to provide the directors with the information they consider necessary to identify the beneficial owner, or the indication of clearly fraudulent information, make the relative voting right unenforceable and entails the possibility of challenging, pursuant to art. 2377 of the Civil Code, any resolutions passed with the decisive vote of the shareholder in question.

Furthermore, failure to provide information on the beneficial owner is sanctioned with an administrative penalty ranging from 103.00 euros to 1,032.00 euros pursuant to art. 2630 of the Italian Civil Code.

 

Regulatory developments

With specific reference to companies with legal status that are required to be entered in the Register of Companies, the information relating to their beneficial owners should be collected by the directors, who are required to keep it accurate, adequate and up-to-date for a period of no less than five years.

This informations are collected on the basis of what is shown in the accounting books and balance sheets, in the shareholders’ register, in the communications relating to the ownership structure or control of the entity, as well as in the communications received from the shareholders and any other data available to them.

The inertia or unjustified refusal of the shareholder to provide the directors with the information they consider necessary to identify the beneficial owner, or the indication of clearly fraudulent information, make the relative voting right unenforceable and entails the possibility of challenging, pursuant to art. 2377 of the Civil Code, any resolutions passed with the decisive vote of the shareholder in question.

Furthermore, failure to provide information on the beneficial owner is sanctioned with an administrative penalty ranging from 103.00 euros to 1,032.00 euros pursuant to art. 2630 of the Italian Civil Code.

 

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