Asset managers

Business scope

Retail assets are managed by Undertakings for Collective Investment in Transferable Securities (UCITSs), which can be asset management companies (Società di Gestione del Risparmio, SGRs), open-end investment companies (Società di Investimento a Capitale Variabile, SICAVs) or closed-end investment companies (Società di Investimento a Capitale Fisso, SICAFs). These may, however, outsource specific functions to third parties, within the limits provided for by law.

Under the Italian Consolidated Law on Finance (TUF), SGRs are authorized to:

• manage the assets and risks of UCITSs and market units or shares of self- or third-party managed UCITSs;
• provide portfolio management services;
• provide investment advice services;
• provide order reception and transmission services, if they are authorized to provide Alternative Investment Fund (AIF) management services;
• set up and manage pension funds;
• provide ancillary services including, for units or shares of managed UCITSs only, the safekeeping and administration of financial instruments on behalf of customers.

SICAVs and SICAFs are collective investment funds set up as companies. They provide collective asset management services by selling their own shares; they may also provide ancillary and support services, as specified in the applicable provisions.

Simple Investment Companies (società di investimento semplice, SISs) are a type of SICAF whose sole corporate purpose is the direct investment of the assets collected in SMEs not listed on regulated markets, which are in the testing, set-up or start-up phase.

Requirements

Licensing for collective asset management is subject to compliance with the following requirements:

1. companies must have the legal form of a joint-stock company (società per azioni);
2. the registered office and head office must be located in Italy;
3. the initial paid-up capital must amount to at least €1 million, with the following exceptions:
• €500,000 for reserved closed-end AIFs;
• €50,000 for sub-threshold companies managing reserved closed-end AIFs;
• the amount required by the Italian Civil Code for the creation of joint-stock companies for SICAFs and SICAVs designating an external manager (€50,000) and for SISs;
4. the qualified shareholders must meet the relevant regulatory requirements;
5. the members of the management body must comply with the fit and proper requirements laid down by the legislation;
6. the structure of the group to which the company belongs must not hinder effective supervision;
7. the company name contains the wording ‘società di gestione del risparmio’ (asset management company), ‘società di investimento per azioni a capitale variabile’ (open-end investment company), ‘società di investimento per azioni a capitale fisso’ (closed-end investment company), or ‘società di investimento semplice per azioni a capitale fisso’ (closed-end simple investment company), depending on the application submitted;
8. the corporate purpose must specify the business activity.

The requirements for SISs specifically are: i) equity not exceeding €25 million; ii) a ban on leverage; iii) professional indemnity insurance covering the risks arising from the business activity.

Companies must also submit other specific documents, as indicated in the Collective Asset Management Regulation (Bank of Italy Measure of 19 January 2015), i.e. their memorandum and articles of association, a business plan and a report on the organizational structure.

The Bank of Italy shall reject licensing applications from SGRs, SICAVs and SICAFs when, after verifying the above requirements, sound and prudent management or compliance with the rules on collective asset management are not ensured. Applications from externally managed SICAVs and SICAFs may be rejected when the technical or organizational arrangements of the designated management company do not ensure that the assets are managed in the interest of investors.

Post-licensing requirements

Upon licensing, SGRs are entered by the Bank of Italy in the relevant sections of the register referred to in Article 35(1) of the TUF, subject to any additional post-licensing requirements, and are notified of their identification number.

SICAVs and SICAFs not yet established at the time of application must be established by the sponsoring promoters within 30 days of licensing and must notify the Bank of Italy accordingly; they must also provide evidence that the requirements for the members of the management body have been verified. Once these documents have been checked for completeness and accuracy, intermediaries are entered by the Bank of Italy in the relevant register and notified of their identification number. Failure to establish the company or to pay in the initial subscribed capital within the 30-day time limit shall result in the licence lapsing.

Once entered in the register, intermediaries are supervised by the Bank of Italy - according to the organizational criteria published on our website - for risk mitigation, stability and sound and prudent management, and by the Italian Companies and Stock Exchange Commission (Consob) for transparency and proper conduct.