FIDUCIARY SERVICE

CONTRACT

Trust activity is defined by article 1 della L. n. 1966 del 23 novembre 1939 in the Italian civil code, which states that “trust companies are companies which aim to take care of the management of assets on behalf of a third party, organize companies, represent shareholders and bondholders”, and it is ruled by the R.D. n. 531 del 22 aprile 1940 e dal D.P.R. n. 361 del 18 aprile 1994.

The mandates concerning the registration and management of goods and rights appointed to “Gestioni Fiduciarie S.r.l.” are intended as a static management of assets, which consists in the management of the entrusted goods in accordance with the instructions given by the client – trustor.

When creating this kind of relationship, client – trustors do not surrender the ownership or the availability of their assets, while making the trust company appear as the owner when dealing with third parties.
The trust company acts in its own name, but on behalf of and according to the instructions of the client, who is free to give/change instructions and partially or completely terminate the relationship, asking for the total or partial return of all his holdings.

GOALS

Following contract signature – trust mandate, “Gestioni Fiduciarie S.r.l.” is authorized to act in all issues involving third parties in its own name, but on behalf of and according to the instructions of the client – trustor, thereby granting full confidentiality concerning the name of its client.

In fact, the contract – trust mandate, obliges the trust company not to divulge to third parties, unless they are authorized, the identity of the client – trustor.

Moreover, the contract – trust mandate allows the trust company to offer its clients – trustor customized solutions in order to achieve a series of goals, such as:
• assure confidentiality during negotiations for the trading of shares;
• assure confidentiality in share management;
• organize all exchanges between partners in order to prevent possible controversies and manage conflicting positions;
• assure observance of voting agreements or side-letter agreements;
• coordinate the management of the client’s shares of different companies;
• pledge shares as a guarantee for funds granted to the trustor or third parties;
• plan the inheritance / generation succession procedures for assets;
• grant common representation for bondholders and shareholders.

The appointment of a trust mandate allows the client – trustor, with reference to the so called “unqualified” shares, to opt for a managed savings regime, which allows to apply a special taxation on the possible capital gain, thus letting the trust company comply with all the tax fulfillments. The clients – trustors won’t need to list this in their tax declaration.

Moreover, in the case of “unqualified” shares, the trust company can also collect possible dividends on behalf of the trustor, applying a special deduction, without the need to list them in the tax declaration or the need to list the personal data of the real owner in the tax declaration issued by the withholding agent.

OBJECT OF THE CONTRACT

The subject of the fiduciary appointment can be:
•  holdings in limited companies regulated by the Italian law (namely: “Società Per Azioni”, “Società in Accomandita Per Azioni” and “Società a Responsabilità Limitata”), taken by direct heading, purchased by a third party through constitution, capital increase and transfer of shareholdings;
holdings in partnerships regulated by the Italian law (namely: “Società in Accomandita Semplice” and “Società Semplice”), with the qualification of limited liability partner;
• loans and mortgages, interest-free and non-interest bearing, connected to companies participations;
ordinary and convertible bonds; savings booklets, government bonds, collectives investments funds units, insurance policies and portfolio management;
• liquidity and credits;
• administration of assets, movable and real estate, with or without a header.

OTHER SERVICES

Among the other services offered by “Gestioni Fiduciarie S.r.l.” we point out:
• establishment and management of the “Archivio Unico Informatico” (Law n. 197/1991);
• completion of the duty “Tracciato Unico” of the communications to the “Archivio dei rapport finanziari” (Article 7 of the Presidential Decree 605/1973 and “Provvedimento del direttore dell’Agenzia Entrate” n. 18269/2015);
• common representative role of bondholders;
• constitution and administration of assets allocated for a specific business (Article 2447-bis and following of the Italian Civil Code);
• administration of assets in the trustee role (Law n. 364/1989) and performance of the role of protector in the context of established trusts;
• constitution of security or pledge the name of the trust company, but on behalf of others, of bonds, savings booklets and securities in general, as guarantee of banking and financial transactions;
• keeping of the shareholders and bondholders register and consequent civil, administrative and fiscal obligations;
• domiciliation of companies;
• administration of assets to anyone belonging, donations, bequests, retirement funds of employees, pension funds of associations and professional associations, assets of absentees, foundations and any other asset;
• execution of testamentary assignments, inheritance divisions and appraisals for the valuation of company assets and holdings.