Fiduciary Mandate in Italy through an Authorised Fiduciary Company

Not as a business. A fiduciary company may not begin operations without authorisation by ministerial decree (Art. 2 L. 1966/1939), and a foreign trust company with an Italian branch is under the same law (Art. 1(3)). The member is whoever the Register records (Art. 2470 c.c.). An unregulated nominee shareholder is not a category Italian law recognises.

From the general public, largely: since 23 July 2026 the beneficial-owner data are open to authorities, accredited obliged entities and persons with a legitimate interest (D.Lgs. 122/2026). From the State, no. The fiduciary identifies its client, and more than 25 per cent held through a fiduciary company indicates indirect ownership by the person behind it (Art. 20(2)(b) D.Lgs. 231/2007).

A director of the company, signing personally; a special power of attorney is not allowed (Register of Companies portal). The person filed is the client, not the fiduciary. Whether the fiduciary must also file is not settled by the statute, and the terms of the filing are set by ministerial decree (Art. 21(5)(a) D.Lgs. 231/2007).

The Civil Code articles on directors set no residence condition for an ordinary S.r.l. director; they require the name, place and date of birth, domicile and citizenship to be filed within 30 days (Art. 2383(4) c.c.). A resident director is a practical choice, and the office carries full duties and liability. The rules of a regulated sector are checked separately.

No. Italian law has no nominee-director office: every director is filed by name and answers under Art. 2476 c.c.; the management body draws up the draft accounts, and a director signs the beneficial-owner filing personally. A resident director is appointed by the members, with full powers and liability. We do not supply a director, and never one in name only.

Only statutory terms are given. The notary files a deed of incorporation within 10 days (Art. 2330(1) c.c.); the Register enters a filing within 10 days of protocol, 5 if electronic (Art. 11(8) D.P.R. 581/1995); a quota transfer and the sole-member notice are filed within 30 days. The fiduciary's own checks have no statutory term, and we promise no total.

Our fee is on request and depends on whether the company is new and a director is appointed. The 2026 Romagna chamber tables list EUR 15.00 through the MUI and EUR 65.00 stamp duty for a quota transfer, and EUR 90 secretarial fees with EUR 65 on the chamber lines. No total is given; the notary's fee has no official scale.

A contract under which an authorised società fiduciaria holds assets, here company quotas, in its own name on the client's behalf. Fiduciary companies are those that set out, as a business, to administer assets for third parties (Art. 1(1) L. 1966/1939). The terms of the mandate, such as voting, dividends, transfer and termination, are agreed between the parties.

Towards the company, the member is the holder of record on the Register (Art. 2470(1) c.c.): you if held directly, the fiduciary under a fiduciary mandate. Either way, a natural person holding more than 25 per cent, directly or through a fiduciary, is indicated as beneficial owner and filed as such by a director (Art. 20(2)(a)-(b) D.Lgs. 231/2007).

Against the MIMIT list (edition of 21 July 2026) and the authorisation's scope; MIMIT authorises and supervises, inspections included. A securities fiduciary controlled by a bank or financial intermediary, or an S.p.A. with at least double the minimum capital, is entered in the separate section of the Art. 106 TUB register, under Banca d'Italia anti-money-laundering enforcement (Art. 199(2) TUF).

A member that unjustifiably refuses or stays silent when the directors ask for the beneficial-owner information, or gives plainly fraudulent information, cannot exercise its vote. Resolutions passed with its decisive vote can be challenged under Art. 2377 c.c. (Art. 22(3) D.Lgs. 231/2007). On the Register that member is the fiduciary, so the client file answers in advance.

By a cessione di quote: a deed with authenticated signatures filed by the notary within 30 days (Art. 2470(2) c.c.), or a digitally signed deed filed within 30 days by an authorised intermediary (Art. 36(1-bis) D.L. 112/2008). It has effect towards the company from the filing. At 100 per cent, the sole-member notice follows within 30 days.

They answer different questions. An Italian holding has its own tax regimes: 95 per cent exemption on qualifying gains and 95 per cent dividend exclusion, under conditions (Arts. 87 and 89 TUIR, as in force in 2026). A fiduciary holding has no tax effect of its own, on our working reading. Which suits a group is decided with you.

Not realistically. A fiduciary company must first be incorporated and entered in the Register of Companies, then apply to MIMIT; the procedure runs 120 days, after which silent consent applies. The authorisation is revocable for serious reasons (Art. 2 L. 1966/1939). The practical route is a mandate with a fiduciary already on the MIMIT list.