4 July, 2018

Publicly available information on Italian companies

Registrar of Companies

The ‘Registro delle Imprese’ (Register of Enterprises) was formally established in 1996, by Presidential Decree No 581/1995. All Spas, Sapas and Srls must be registered with it and must file a wide variety of documentation and information with the Register of Enterprises. The filing is required in order to make such information available to the public.

The following information is available to the public through the Register of Enterprises:

(a)     company’s memorandum and articles of association;

(b)     details of the directors;

(c)      registered office;

(d)     details of any branch office;

(e)     appointment/removal of directors;

(f)      details, appointment/removal of Statutory Auditors;

(g)     transfer of a quota in the case of an Srl;

(h)     financial statements;

(i)      external auditors’ report on annual accounts in the case of the quoted Spa;

(j)      share/quota holders; and

(k)     dissolution or liquidation of company and extraordinary transactions (eg. mergers and demergers).

Generally, third parties are deemed to have constructive notice of the information filed with the Register of Enterprises. 

Statutory books

In addition to accounting books, corporations must keep the following records:

(a)     a Shareholders’ Ledger (in the case of an Spa and Sapa);

(b)     a minute book of the meetings and resolutions of the shareholders;

(c)      a minute book of the meetings and resolutions of the Board of Directors;

(d)     a minute book of the meetings and resolutions of the Executive Committee (if any); and

(e)     a minute book of the meetings and resolutions of the Panel of statutory auditors (if required).

In the case of alternative models of governance:

(f)      a minute book of the meetings of the Management Board;

(g)     a minute book of the meetings of the Supervisory Board;

(h)     a minute book of the meetings of the management supervision committee.

For an Spa which has issued bonds, a bonds register and a minute book of the meetings and resolutions of the bearers of bonds are also required. For an Spa which has issued financial instruments a financial instruments register is also required.

The Shareholders’ Ledger of a Spa and a Sapa must state, for any share category:

(a)     the name of the registered shareholders;

(b)     the number of shares owned by each shareholder;

(c)      the payments made on shares; and

(d)     the transfers of the shares and the charges upon them.

Only the shareholders, the directors and the statutory auditors have access to the Shareholders’ ledger. Shareholders have access only to the Shareholders’ ledger and to the minute book of the meetings and resolutions of the shareholders.

Like other legal entities and natural persons, Italian companies are under an obligation to register contracts relating to real property, cars, ships and planes with the appropriate registers: Land Register, Automobiles’ Register, Ships Register and Aircraft Register. This document describes this obligation in the context of publicly available information under Italian company law.

Land and other registers

No specific provisions exist for real property owned by companies. Like other legal entities and natural persons, companies are under an obligation to register contracts relating to real property, cars, ships and planes with the appropriate registers: Land Register, Automobiles’ Register, Ships Register and Aircraft Register. The registration of such contracts has generally a declaratory effect, meaning that contracts to be registered are not effective with respect to third parties who acquired rights in the asset and registered their contract before others. For example, if company A sells the same apartment twice, first to B and then to C, even though both contracts are valid and effective among the parties, the first of the two buyers to register the contract at the Land Register is considered to be the legitimate owner by any third parties and will also be preferred to the other buyer who did not register the contract. Finally, the Land Register is set up on a person-reference system and not on a land-reference system, ie it is the persons (or companies) buying and selling who must be searched against in the Register and not the piece of land bought or sold.

 

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