LAW

SAN MARINO



We the Captains Regent of the Most Serene Republic of San Marino


In view of article 4 of the Constitutional Law no.185 / 2005 and Article 6 of Qualified Law
186/2005;
Promulgate and publish the following ordinary law approved by the Great and General Council
its meeting on June 2, 2010:


LAW June 7, 2010 Ranked # 98



PROVISIONS FOR THE KNOWN OF OWNERSHIP OF ACTUAL

SAMMARINESE RIGHT NOW

Art.
1 (Amendments to the Act 23 February 2006 47 "corporation" Law)

1. Article 2, paragraph 4, letter b) of Law 47 of 23 February 2006 (Company Law) and subsequent modifications
is amended as follows:
"b) capital companies:
- company
actions - a limited liability company. "
2. They are repealed all legal provisions which refer specifically to the Company Anonymous
, contained in Law 47 of February 23, 2006 and subsequent amendments and laws Special
.
3 The Anonymous Society that the date of entry into force of this law prove
already entered in the Registrar of Companies should:
a) make the shares registered by 30 September 2010;
B) file with the Registrar of the Commercial Court Act, the authentic extract
shareholder register by 30 November 2010.
4. By the deposit with the Clerk of the Commercial Court of the Anonymous Society Act referred to in paragraph 3
b) become to all effects on the Company and the Shares will,
the first shareholders' meeting after the entry into force of this Act, amend the statutes and
indication of the type in the name in order to eliminate any reference to
Limited Company.
5. The Commercial Registry will transmit the Law Commissioner acts of
companies that have not fulfilled the obligations referred to in paragraph 3. The Commissioner of
Law will award the defaulting companies, a deadline of 30 days for the adaptation or
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filing of missing documentation, warning that lack of performance will proceed to
to liquidate the company's office.
6 Upon expiration of the term referred to in paragraph 3 point a), I noticed that they were still
custodians of bearer share certificates representing shares in limited companies
San Marino, pursuant to and by effect of Law 22 July 2009 n.100, must make, by the
expiry of 30 November 2010, to give written notice to the Office for Control and Supervision
on Economic Activities and the Financial Intelligence Agency.


Art.
2 (Provisions on equity investments through trust mandates)

1. Foreign trust companies, under conditions, principles and prohibitions set out in this
Law and the Law 47 of 23 February 2006 (Company Law), as amended, may
execute warrants relating to the ' administration of equity investments in San Marino companies to
they fiduciary owned, provided that:
a) the contractual and pre-contractual customer relationships, not take place in the territory
San Marino;
B) meet the same requirements of Article 17 of Law 47 of 23 February 2006
(Company Law), as amended, and related enabling instructions issued
by the Central Bank of the Republic of San Marino and the Agency of Financial Information
, trust companies authorized in San Marino;
C) declare, at the time of incorporation or the acquisitive company
San Marino's participation, the extremes of its foreign administrative authorization to carry
fiduciary business in a professional form.
2. Trust companies, San Marino or foreign, in cases where the mandate concerns
interests in San Marino companies, are required to submit to the Department Watch
Central Bank of the Republic of San Marino, within a period of 30
days after the entry into force of this Act and, where the rear, from its registration in the shareholder register of the company held in trust
, a written notice containing particulars of the trustees,
the extent of the shareholding attributable to each and, if other than an individual, a
generality of their beneficial owners, as well as will be the subject of communication every
any subsequent changes to the team of its trustees and / or of their beneficial owners.


Art.
3 (Obligations and rights of unilateral termination of the Trust Companies)

1. Where trust companies mentioned in the preceding article:

A) detect the unexpected loss of eligibility qualifications of trustees or to the
beneficial owners;
B) are unable, for breach of the trustees, or the beneficial owners,
detect the maintenance of the aforementioned requirements in the terms established by the Central Bank
of the Republic of San Marino;
Must unilaterally withdraw from the contract.
2. May unilaterally withdraw from the trust companies contracts in article that precedes when
find serious breaches of contract of trustees. 3
. The completion of a withdrawal under the preceding paragraphs 1 and 2 shall be communicated to
settlor, the legal representative for all matters related to the shareholder register, and
Commercial Registry of the Court Act.
4. With the fulfillment of communication to the Commercial Registry of the Court Act, the exercise of social rights
lies with the trustees.
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Art. 4
(Additional reporting obligations)

1. By 31 July 2010, all companies of different capital from those with anonymous bearer shares
having their registered office in the Republic of San Marino must send, also for the
by a registered Notary albo San Marino, the Commercial Registry of the Court
Unique an authentic extract of its Shareholders Register, that would suggest his team owner
.


Art. 5
(Sanctions)

1. Failure to comply with the reporting requirements and storage provided by this Act and
by Law 47 of 23 February 2006 (Company Law) as amended
involves the application of the administrative penalty of € 5.000,00 for each violation by
office Industry and Trade on reporting offices / control bodies competent
recipients of communications or receiving the deposit.


Art. 6
(Temporary provision)

1. By 31 July 2010, the trust foreign holders of equity warrants in companies San Marino
the date of entry into force of this Act shall comply with the provisions of
referred to in Article 2 paragraph 1 point c) making the statement directly the Chancellery
Commercial Single Court.


Art. 7
(Final Provisions)

1 This Act applies to all San Marino law society, including those
mentioned in Article 2, paragraph 2, of Law 47 of 23 February 2006 (Company Law).
2 will have to be governed by one or more decrees:
- bans the detention and transfer of shareholdings;
- Of equity re-header procedures following the withdrawal operations referred to in Article 3
;
- Criteria and exceptions in applying the provisions of this Act relating
winding-up proceedings;
- Measures which derogate from the provisions of article 1, paragraph 5, aimed at making nominative
bearer shares the protection of members who have conformed with the provisions of this Act
. 3
. A circular of the State Secretariat for Industry, Commerce and Handicrafts may
be regulated the procedures for implementation of this law.
4. The Office for Control and Supervision of the company and the Central Liaison Office
have access to information collected and held by the Central Bank pursuant to this Act with
option of being able to have the purpose of the control activities on society due to them and in order
the exchange of information required by law and international agreements in force.
Access to and use of this information does not constitute a breach of confidentiality obligations
referred to in Article 36 of Law 165 of 17 November 2005 and subsequent amendments.
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Art. 8
(Entry into force)

1. This Law shall enter into force on the fifteenth day following that of its legal publication
.


Our Residence, this day of June 7 2010/1709 dFR


THE CAPTAINS REGENT Marco Conti - Glauco Sansovini



THE SECRETARY OF STATE FOR INTERNAL AFFAIRS

Valeria Ciavatta


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