The register of beneficial owners constitutes a section of the business register dedicated to the collection of all information relating to the actual ownership of legal entities, whether public, private, or Trusts.

On September 29, 2023, the MIMIT Decree was promulgated, which made it mandatory, by December 11, 2023 (60 days from its publication in the Official Gazette), to disclose data and information on their beneficial owners for all joint-stock companies (S.p.a.), limited liability companies (S.r.l.), partnership limited by shares, cooperatives, private legal entities, and trustees of Trusts established after the date of the Decree. These entities must communicate to the Chamber of Commerce of the territory within 30 days from registration in the appropriate registers.

The method chosen for this communication is self-declaration via telematics. The omission of the latter entails the application of an administrative sanction that provides for a fine ranging from € 103.00 to € 1,032.00 as provided for by article 2360 C.C.

The identification of the beneficial owners must follow the provisions of article 20 of Legislative Decree no. 231/2007, which sets out the criteria to be adopted for such identification.

Any changes, subsequent to the first report, must be communicated within 30 days of the event that caused the change. It is essential to note that for company administrators, subject to notification obligations, it may be complex to be immediately informed of changes that occur at the top of the decision-making structure, such as at the top of the hierarchical chain.

Furthermore, it will be required to reaffirm every year the data and information within a period of 12 months from the first communication, the last change communication, or the last check carried out. For companies with legal personality, the obligation to confirm the data could coincide with the presentation of the annual balance sheet.

As for access to the Register by the “public”, it is important to remember that, in accordance with what was established by the judgment of the Court of Justice of the European Union of November 22, 2022, and pending the necessary legislative intervention to fully implement this decision, access to data on the effective ownership of companies and private legal entities should be limited only to individuals who demonstrate a relevant and specific legitimate interest. This principle is highlighted in the premises of the MIMIT Decree – “Approval of the technical specifications of the electronic format of the single business communication”, issued on April 12, 2023.

Finally, it is important to underline that these provisions have generated various non-uniform interpretations also among the Member States of the European Union. An example of this concerns the administrators of companies belonging to groups with foreign headquarters, who will have to make a significant effort to find the data of the beneficial owners to be registered.