Doctrinal Analysis: Civil Law Foundations and the Italian UBO Register

Subject: Comparative analysis of reporting obligations for foreign Civil Law foundations (Stiftung, Stichting, Anstalt) under the Italian Special Section of the UBO Register.

Introduction

The Italian UBO Register (Registro dei Titolari Effettivi) specifically targets "trusts and similar legal arrangements" (*istituti giuridici affini*). While common law trusts have a well-defined reporting path, civil law foundations—such as the Liechtenstein *Stiftung*, the Dutch *Stichting*, or the *Anstalt* (Establishment)—present a unique classification challenge. Unlike companies, these entities lack shareholders; unlike trusts, they often possess independent legal personality.

This briefing clarifies the criteria for UBO identification and the correct statutory classification (Legal Nature Code 22/51) for these hybrid entities.

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1. The Liechtenstein Stiftung (Family Foundation)

A Liechtenstein *Stiftung* is a legal entity with its own personality, created to benefit a specific family or purpose.

* Legal Personality vs. UBO Classification: Despite having legal personality, if the foundation's structure functions analogously to a trust (with a founder, a board, and beneficiaries), it is treated as a "similar arrangement" under D.Lgs. 231/2007.

* UBO Identification Mechanics:

* The Founder: Equivalent to the Settlor.

* Foundation Board (Stiftungsrat): Equivalent to the Trustee(s).

* Beneficiaries: Must be registered individually (if vested) or as a class (if discretionary).

* Italian Statutory Code: Typically registered under Legal Nature Code 51 (Fondazione) or 22 (Foreign entity not otherwise classifiable).

2. The Dutch Stichting (STAK)

The *Stichting Administratiekantoor* (STAK) is frequently used as a voting trust or asset-holding vehicle. It holds legal title to shares while issuing depository receipts to beneficiaries.

* The Control Criterion: The Italian UBO Register looks through the *Stichting* to identify who holds the power to appoint or remove the board.

* UBO Identification Mechanics: The holders of the depository receipts (DR holders) are generally the UBOs if they possess more than 25% of the underlying economic interest or control the board.

* Compliance Burden: If a STAK is used in a multi-layered structure, the trustee must navigate the "Indirect Ownership" rules, ensuring the ultimate natural persons are disclosed in the Italian Special Section.

3. The Anstalt (Establishment)

The *Anstalt* is a unique hybrid found in Liechtenstein, which can be organized either like a company (with members) or like a foundation (with beneficiaries).

* The Metamorphosis Risk: An Anstalt can shift its structure via its Articles of Association. If it lacks members and instead designates "Holders of Founder's Rights," these holders are the primary UBOs.

* UBO Identification Mechanics:

* If organized as a foundation: The UBOs are the Founder's Rights holders, the Board, and the Beneficiaries.

* If organized as a company: The UBOs are identified via the 25% ownership threshold or the "Senior Management" criterion.

* Strategic Conclusion: Failure to correctly identify the Anstalt's internal structure lead to a "false statement" in the Italian Register, triggering administrative penalties under Article 21 of D.Lgs. 231/2007.

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Strategic Conclusion

Civil Law foundations cannot be reported using a "one-size-fits-all" approach. Practitioners must rigorously audit the Foundation Deed or Articles of Association to determine if the entity operates under an ownership model (Corporate Section) or a fiduciary model (Special Section). Misalignment with Italian Legal Nature Code 22 or 51 can result in the rejection of the DIRE filing or subsequent tax audits regarding the entity's fiscal transparency.