Regulation No. 2006-01 on the Register of Authorized Entities

REGULATION ON THE REGISTER OF AUTHORIZED ENTITIES year 2006 / number 01 (Consolidated text as of 29/01/2026 - Update XI)

Central Bank of the Republic of San Marino Regulation No. 2006-01 on the Register of Authorized Entities - Update XI 1 Article 1 - Definitions

1. For the purposes of this Regulation, the following terms are understood as: ▪ “Central Bank”: Central Bank of the Republic of San Marino; ▪ “beneficial owners”: natural persons falling within the definition set forth in Article 43 of Law 21 December 2016, No. 144; ▪ “LISF”: Law 17 November 2005, No. 165 and subsequent amendments; ▪ “PSSS”: cross-border provision of services without establishment; ▪ “Register”: register of authorized entities pursuant to Article 11 of Law 17 November 2005, No. 165; ▪ “Register of Companies”: register pursuant to Article 6 of Law 23 February 2006, No. 47; ▪ “authorized entities”: entities authorized, pursuant to Law 17 November 2005, No. 165, to carry out one or more reserved activities.
2. In the remainder of the text, the use of defined terms is highlighted in UPPERCASE.
3. Unless otherwise provided, the same definitions contained in the LISF apply.

Article 2 - Scope of application and legal sources

1. This Regulation governs the REGISTER of AUTHORIZED ENTITIES pursuant to Article 11 of the LISF and finds its legal sources in Articles 11, third paragraph, and 39 of the LISF.

Article 3 - General provisions

1. The REGISTER contains informative elements regarding the following AUTHORIZED ENTITIES, which are distinguished, also through specific sections, as: a) Sammarinese financial enterprises; b) foreign financial enterprises authorized to carry out reserved activities through branches or under the PSSS regime.
2. For Sammarinese financial enterprises, the following are indicated: a) the name; b) the legal form; c) the registered office; d) the administrative headquarters, if different from the registered office; e) the date and number of registration in the REGISTER OF COMPANIES; f) the economic operator code and, for banks, the corresponding ABI code; g) the audit firm; h) the share capital (subscribed and paid-in); i) the corporate officers; j) the list of branches within the Republic and, for bank offices, the corresponding CAB; k) the list of branches and representative offices abroad; l) the shareholders registered in the Shareholders’ Book, holding participations in the share capital equal to or greater than 2%, complete with BENEFICIAL OWNERS; m) the corporate website (hyperlink) on which the last three approved financial statements, individual and consolidated, complete with all accompanying reports and certifications, are published; n) any registration in other Registers or Lists maintained by the CENTRAL BANK; o) an indication of whether the entity is subject to strictness procedures, as well as the start and end dates of such procedures;

Central Bank of the Republic of San Marino Regulation No. 2006-01 on the Register of Authorized Entities - Update XI 2 p) the intermediaries or independent agents, if any, utilized for operations within Sammarinese territory. 3. For foreign financial enterprises authorized to carry out reserved activities through branches or under the PSSS regime, the following are indicated: a) the name, legal form, and registered office; b) the branches, and any intermediaries or independent agents utilized for operations within Sammarinese territory; c) the foreign competent authority for supervisory purposes. 4. For each of the AUTHORIZED ENTITIES, the following are also indicated: a) the date and number of registration in the REGISTER; b) the list of reserved activities and branches of reserved activities for which the AUTHORIZED ENTITY has obtained authorization. 5. The publication of BENEFICIAL OWNERS pursuant to letter l) of the previous paragraph 2 entails the indication in the REGISTER of shareholders registered in the Shareholders’ Book of the Sammarinese financial enterprise, for participations lower than 2%, when such shareholders are united by the same BENEFICIAL OWNERS.

Article 4 - Sammarinese Financial Enterprises

1. The registration of Sammarinese financial enterprises takes place upon the conclusion of the procedure provided for the issuance of the first authorization pursuant to Part I, Title II of the LISF, namely coinciding with the last of the two phases specified below:

• the withdrawal of the license, pursuant to Article 153 of the LISF;
• the obtaining of the authorization to commence operations, pursuant to Article 9 of the LISF, where required in relation to the authorized activities.

2. At the time of issuing the authorization to commence operations or upon receipt of a copy of the license transmitted by the Sammarinese financial enterprise, the CENTRAL BANK registers it, inserting the data available at the time of registration.
3. The CENTRAL BANK promptly communicates in writing to the Sammarinese financial enterprise the fact of registration in the REGISTER.

Article 5 - Branches of Foreign Financial Enterprises

1. The registration of branches of foreign financial enterprises takes place observing the different legal and supervisory procedures provided, within the same timeframes and methods indicated in the previous article for Sammarinese financial enterprises.

Article 6 - Foreign Financial Enterprises operating under the PSSS regime

1. The registration of foreign financial enterprises authorized to operate under the PSSS regime takes place upon the conclusion of the procedure provided for the issuance of the first authorization pursuant to Part I, Title II of the LISF.
2. The CENTRAL BANK promptly communicates in writing to the foreign financial enterprise the fact of registration in the REGISTER.

Article 7 - Changes to the Register

1. AUTHORIZED ENTITIES have the obligation to notify the CENTRAL BANK without delay of any changes to the information contained in the REGISTER, simultaneously requesting its update via a specific written note, regardless of whether obligations of communication regarding, in whole or in part, the same subject matter and deriving from other supervisory provisions have been fulfilled, prior or subsequent to this.

Central Bank of the Republic of San Marino Regulation No. 2006-01 on the Register of Authorized Entities - Update XI 3 2. Any variation communicated to the CENTRAL BANK and duly proven is annotated in the REGISTER without delay. 3. The CENTRAL BANK, in the absence of the communication referred to in the first paragraph, has the discretion to update the information contained in the REGISTER ex officio in cases where it has come to know the data in the exercise of its supervisory functions. 4. During the period in which the AUTHORIZED ENTITY is subject, by decision of the CENTRAL BANK, to extraordinary administration, resolution, suspension of authorization, suspension of administrative bodies, suspension of payments, the adoption of the decision is indicated in the REGISTER. 5. Foreign financial enterprises, referred to in Article 3, first paragraph, letter b), are required to notify the CENTRAL BANK without delay of their submission to procedures of extraordinary administration, resolution, compulsory liquidation, ordinary liquidation, suspension of authorization and/or administrative bodies, or to equivalent procedures or any case of loss or variation of their authorization by decision of the foreign supervisory authority. 6. Specifically regarding operations concerning the variation of the shareholding structure of Sammarinese financial enterprises, the CENTRAL BANK will update the data contained in the REGISTER at the following moments: a) for processes subject to an authorization regime, upon receipt of communication of the completed authorized acquisition; b) for processes subject to a notification regime, upon receipt of the specific communication.

Article 8 - Deletion from the Register

1. The CENTRAL BANK proceeds with the deletion of AUTHORIZED ENTITIES from the REGISTER in the following cases: a) revocation of authorization pursuant to Article 10 of the LISF; b) revocation of authorization pursuant to Article 85 of the LISF in relation to the opening of the compulsory administrative liquidation procedure; c) loss of authorization pursuant to Article 99 of the LISF in relation to the opening of an ordinary liquidation procedure consequent to the dissolution of the company, decided by the shareholders or declared by the Commissioner of the Law; d) modification of the corporate object with renunciation of any reserved activity, pursuant to the combined provisions of Articles 8 and 47 of the LISF; e) merger by incorporation or through the establishment of a new company pursuant to Article 52 of the LISF; f) reconversion into an enterprise no longer falling within the AUTHORIZED ENTITIES following the resolution program pursuant to Law No. 102/2019 and subsequent amendments. In the case of foreign financial enterprises, the CENTRAL BANK proceeds with deletion in relation to foreign situations and/or decisions when analogous.
2. In the cases referred to in the previous paragraph, the CENTRAL BANK proceeds with deletion concurrently: a) with the publication in the Official Bulletin – Administrative Part and Insertions of the decision revoking authorization pursuant to Article 10 of the LISF; b) with the publication in the Official Bulletin – Administrative Part and Insertions of the decision opening the compulsory administrative liquidation procedure pursuant to Article 89 of the LISF; c) upon receipt from the Sammarinese financial enterprise of certification attesting the registration in the REGISTER OF COMPANIES of the acts deciding or declaring the dissolution of the company for ordinary liquidation pursuant to Article 99, paragraph 2 of the LISF;

Central Bank of the Republic of San Marino Regulation No. 2006-01 on the Register of Authorized Entities - Update XI 4 d) upon receipt from the Sammarinese financial enterprise of a copy of the board meeting minutes containing the statutory modification referred to in the previous paragraph 1, letter d), already authorized pursuant to Article 47 of the LISF; e) upon receipt from the Sammarinese financial enterprise of certification attesting the registration in the REGISTER OF COMPANIES of the act of merger pursuant to Article 98 of Law 23 February 2006 No. 47; f) upon the loss of authorization to carry out reserved activities pursuant to the LISF; g) upon receipt from the foreign financial enterprise of the communication referred to in the previous Article 7, paragraph 5, providing immediate written communication to the deleted financial enterprise, containing, among other things, the determination of the fees accrued pursuant to Delegated Decree 6 November 2006 No. 117. 3. Concurrently with the deletion referred to in paragraph 1 and until the striking off of the company, if due to causes for which the maintenance of supervisory powers is provided, or for no more than the subsequent 10 years, if due to other causes, the CENTRAL BANK will list the Sammarinese financial enterprise in the separate section of the REGISTER titled “List of Deleted Entities”, indicating with reference to the date of deletion: a) the corporate name; b) the registered office; c) the economic operator code; d) the number of registration in the REGISTER OF COMPANIES; e) the number of registration in the REGISTER; f) the date of registration in the REGISTER; g) the authorized reserved activities; h) the date of deletion from the REGISTER; i) the cause of deletion among those described in paragraph 1. In cases of deletion for compulsory administrative liquidation, the CENTRAL BANK will provide an indication, in the same separate section, of the updated composition of the procedure bodies and their domicile, with contact details. 4. Deletion from the REGISTER, even in the cases referred to in paragraph 1, letters c), d), and e), must be understood as definitive and cannot be revoked following subsequent contrary board resolutions, except upon request and obtaining anew the authorizations and/or qualifications necessary for this purpose following revocation, loss, or renunciation of those previously obtained.

Article 9 - Consultation of the Register of Authorized Entities

1. Consultation of the REGISTER, kept in an electronic format, is permitted to anyone and consists of the right to receive, upon written request to the CENTRAL BANK, the data and information contained therein.
2. The CENTRAL BANK publishes on its website the list of AUTHORIZED ENTITIES and an extract of the REGISTER containing the most updated information and documents relating to the elements referred to in Article 3, second paragraph and following, as well as the separate section containing the List of Deleted Entities pursuant to Article 8, third paragraph.

Article 10 - Opposability to third parties

1. In the event of discrepancy between the information contained in the REGISTER and the information contained in the REGISTER OF COMPANIES, the latter prevail for the purposes of opposability to third parties.

Article 11 - Publicity of registration

1. Entities registered in the REGISTER must give appropriate notice thereof in documents and correspondence.