Nominee Shareholder in Italy

First thing to know about the appointment of an Italian trust company as a nominee shareholder is that the Trust Company is the registered owner of the shares and it holds said shares for the benefit of the beneficial owner. 

In Italy, moreover, the activity of a Trust (or a Fiduciary) Company is strictly regulated by the law.

Every information related to the BOC (Beneficial Ownership and Control) will therefore not be shared with the public.

Why should you appoint an Italian Trust Company as Nominee Shareholder?

Usually a beneficial owner chooses to appoint a nominee because it is undesirable for him to have his name exposed within the shares register or simply because he has to appoint a nominee. 

More importantly, an Italian nominee will allow you to operate more efficiently in Italy and to interact with any Italian counterpart or Public Office.

Is it Legal to Appoint a Nominee Shareholder in Italy?

Yes it is: the Italian law poses no restrictions to a foreign citizen to appoint an Italian nominee shareholder.

The beneficial owner, however, will have to comply with the requirements provided by the 4th European anti-money laundering Directive (Directive (EU) 2015/849 on preventing the use of the financial system for money laundering or terrorist financing) and will be asked to submit our Anti-Money Laundering Declaration.

Company Registration in Italy

The share owner or the person who is willing to set up and register a new company in Italy can decide to appoint a nominee shareholder in order to fulfil legal requirements and to remain anonymous (e.i. it does not want its competitors to have a clue about its intentions).

By appointing an Italian trust company as your nominee shareholder you will sign a deed called “contratto fiduciario”, where there will be provided in details :

• Your instructions;

• How the shares will have to be administered.

Having said so:

• We will fulfil every legal requirement provided by the Italian Law;

• We will act as shareholders on your behalf and according to your instructions;

• We will participate to shareholders meetings;

• Our name will appear on the share certificate and on all public documentation in place of yours;

• You will not give up any of your legal rights to the shares as a beneficiary owner and so you will still receive the income and dividends from those shares.

Competitors and Third Parties Shares Acquisition

We also can operate as share dealers and buy others’s shares. In order to do so, you will have to transfer to us the funds needed, but your name will not appear in any phase of the transaction with the counterpart. 

Corporate Capital and Share Capital Increase

For the same reasons mentioned earlier, we can subscribe on your behalf a capital increase so you can benefit from it while remaining anonymous