Anti-money laundering: UBO Register launched in Italy

published on 2 June 2022 | reading time approx. 2 minutes

The long-awaited implementing decree establishing the Italian register of ultimate beneficial owners ("UBO Register") pursuant to article 21, paragraph 5, of Legislative Decree 231/2007 ("Italian AML Law") has been finally adopted by the Italian Ministry of Economy and Finance ("MEF") in coordination with the Italian Ministry of Economic Development ("MISE") and published in the Official Gazette on 25 May 2022.¹ The implementing decree will enter into force on 9 June 2022.

The establishment of the UBO Register is a fundamental step forward to prevent money laundering and terrorist financing, as it provides a single national database on the beneficial ownership of corporations (S.r.l., S.p.A., S.A.P.A., cooperatives, consortia and mutual benefit societies), private legal entities (recognised associations and committees, foundations), trusts with tax-relevant legal effects and similar legal institutions conducting business in Italy.

The information contained in the UBO Register will be interconnected with the data communicated by the obliged entity in the corresponding registers of the other Member States. This interconnection will make it possible, on the one hand, to promote transparency on the ownership structures of all entities operating in the European Economic Area and, on the other hand, to combat the abuse of opaque structures, which are a fertile ground for the proliferation of illegal activities.

Thus, certain entities in Italy need to disclose data and information on the ultimate beneficial ownership to a special section of the Register of Companies set up at each Chamber of Commerce. The UBO Register will be divided in two sections:

• a section dedicated to companies and private legal entities;
• a special section, for trusts and similar legal institutions.

Who shall report the data on beneficial ownership?

The obligation to disclose beneficial ownership data and information applies to:

• the directors of all companies with legal personality required to be registered at the Register of Companies of the territorial competent CCIAA;
• the founder, if alive, or the persons entrusted with the representation and administration of private legal entities;
• the trustees of trusts producing legal effects relevant for tax purposes or of similar legal institutions.

What shall be disclosed?

Identification data and citizenship of the natural persons identified as ultimate beneficial owners pursuant to article 20 of the Italian AML Law shall be disclosed by the aforementioned individuals.

The communication shall include

a) in the case of companies with legal personality:

• the extent of the participation (direct or indirect) in the capital of the entity hold by each natural person indicated as the beneficial owner,
• or, how control is exercised over the entity,
• or, ultimately, the powers of legal representation, administration or management of the entity, exercised by the natural person indicated as the ultimate beneficial owner;
   

b) in the case of private legal persons, the tax code and, in the case of the first communication or of any subsequent change:

• the name of the entity,
• the registered office and, if different from the registered office, the administrative office of the entity, the certified e-mail address;
   

c) in the case of trusts and similar legal arrangements, the tax code and, in the case of first communication or any subsequent change:

• the name of the trust or related legal arrangement,
• the date, place and details of the deed of establishment of the trust or legal arrangement.

How to report?

Disclosure shall be made electronically through the single communication form referred to in the decree of the MISE as of 19 November 2009 (so-called "Comunica").

When to communicate?

The decree foresees the following preclusive reporting deadlines :

• the data and information relating to the ultimate beneficial ownership shall be reported within 60 days from the publication of the still outstanding administrative act of the MISE, which certifies the functioning of the communication system (the administrative act shall be published within sixty days of the entry into force of the aforementioned interministerial decree implementing the transparency register);
• any changes in the data and information regarding the ultimate beneficial ownership shall be communicated within 30 days of completion of the change in ownership;
• in the case of newly established entities, whose constitution is subsequent to the date of the above-mentioned administrative act of the MISE, data and information on the ultimate beneficial ownership shall be reported within 30 days of registration with the UBO Register;
• annually, within 12 months of the first disclosure, the data and information provided on ultimate beneficial ownership shall be confirmed, and companies with legal personality may do so simultaneously with filing of their annual financial statements.

What are the consequences of non-disclosure?

In the event of non-disclosure, obliged entities will be required to pay the financial penalties set out in article 2630 of the Civil Code, ranging from €103 to €1,032. If the communication is made within 30 days after the expiry of the deadline, the penalty is reduced to 1/3. The establishment of the UBO Register therefore makes the correct identification and reporting of information concerning the ultimate beneficial owner essential for all companies obliged by law.

¹ Decree No. 55 of 11 March 2022, Regulations on the communication, access and consultation of data and information on the beneficial ownership of undertakings having legal personality, private legal persons, trusts producing legal effects relevant for tax purposes and legal institutions similar to trusts, Official Gazette No. 121 of 25 May 2022.