Regulation No. 2010-01 on the Professional Exercise of the Trustee Office in the Republic of San Marino

REGULATION FOR THE PROFESSIONAL EXERCISE OF THE OFFICE OF TRUSTEE IN THE REPUBLIC OF SAN MARINO year 2010 / number 01 (Consolidated text as of 29/01/2026 - Update XII)

Central Bank of the Republic of San Marino Regulation No. 2010-01 for the professional exercise of the office of trustee in the Republic of San Marino – Update XII 2

INDEX

PART I INTRODUCTION ...................................................................................................................................... 3 TITLE I PRELIMINARIES ..................................................................................................................................................................................... 3 Article I.I.1 – Legislative Sources ............................................................................................................................................ 3 Article I.I.2 – Definitions.................................................................................................................................................. 3 TITLE II OBJECTIVES AND STRUCTURE OF THE PROVISION ................................................................................................................. 4 Article I.II.1 – Purposes .................................................................................................................................................... 4 Article I.II.2 – Structure ................................................................................................................................................... 4 Article I.II.3 - Models ...................................................................................................................................................... 4 PART II GRANT OF AUTHORIZATION TO THE PROFESSIONAL TRUSTEE OFFICE ........................... 5 TITLE I FINANCIAL ENTERPRISES APPLICANTS ...................................................................................................................................... 5 Article II.I.1 – Requirements ................................................................................................................................................... 5 Article II.I.2 – Content of the Application .............................................................................................................................. 5 TITLE II COMPANIES APPLICANTS.............................................................................................................................................................. 5 Article II.II.1 – Requirements .................................................................................................................................................. 5 Article II.II.2 – Content of the Application ............................................................................................................................ 6 TITLE III INDEPENDENT PROFESSIONALS APPLICANTS ................................................................................................................................. 7 Article II.III.1 – Requirements ................................................................................................................................................. 7 Article II.III.2 – Content of the Application ........................................................................................................................... 8 Article II.III.3 – Extensive Effect of Training Requirements ........................................................................................................... 8 TITLE IV COMMON PROCEDURAL PROVISIONS ................................................................................................................................. 9 Article II.IV.1 – Form of the Application ............................................................................................................................... 9 Article II.IV.2 – Formal Requirements of Documentation ......................................................................................................... 9 Article II.IV.3 – Methods of Submission of the Authorization Application .............................................................................. 9 Article II.IV.4 – Deadline for the Decision ......................................................................................................................... 9 Article II.IV.5 – Interruption of the Deadline ........................................................................................................................... 10 PART III MAINTENANCE OF THE AUTHORIZATION TO THE PROFESSIONAL TRUSTEE OFFICE ..................................................................................................................................................................................... 11 TITLE I WAIVER, REVOCATION AND SUSPENSION OF THE AUTHORIZATION ......................................................................................... 11 Article III.I.1 – Waiver of Authorization ....................................................................................................................... 11 Article III.I.2 – Revocation of Authorization ......................................................................................................................... 11 Article III.I.3 – Ex Officio Suspension of Authorization........................................................................................................ 12 Article III.I.4 – Procedure for Adopting a Decision of Revocation or Suspension .................................................................. 12 Article III.I.5 – Effects of the Revocation Decision and the Waiver Resolution............................................................................ 12 TITLE II SUPERVISION ON THE MAINTENANCE OF REQUIREMENTS .............................................................................................................. 12 Article III.II.1 – Periodic Obligations ................................................................................................................................... 12 Article III.II.2 – Non-Periodic Obligations .............................................................................................................................. 13 PART IV TRAINING OBLIGATIONS ....................................................................................................................... 14 TITLE I TRAINING COURSES ............................................................................................................................................................ 14 Article IV.I.1 – Recognized Training ................................................................................................................................... 14 Article IV.I.2 – Training Burden ...................................................................................................................................... 15 Article IV.I.3 – Training Burden in Case of Self-Suspension ................................................................................................. 16 PART V REGISTER OF AUTHORIZED TRUSTEES ................................................................................................... 17 TITLE I METHODS OF KEEPING AND CONSULTATION .......................................................................................................................... 17 Article V.I.1 – Methods of Keeping .................................................................................................................................... 17 Article V.I.2 – Methods of Consultation........................................................................................................................... 17 Article V.I.3 – Data Contained in the Register of Authorized Trustees ............................................................................................ 17 PART VI FINAL AND TRANSITIONAL PROVISIONS ...................................................................................................... 19 TITLE I FINAL AND TRANSITIONAL PROVISIONS ............................................................................................................................................... 19 Article VI.I.1 – Repeals ........................................................................................................................................... 19 Article VI.I.2 – Entry into Force ..................................................................................................................................... 19

Central Bank of the Republic of San Marino Regulation No. 2010-01 for the professional exercise of the office of trustee in the Republic of San Marino – Update XII 3

PART I INTRODUCTION Title I Preliminaries Article I.I.1 – Legislative Sources

1. This Regulation implements Article 2 of the Delegated Decree of 16 March 2010 No. 49, which in turn implements Article 18, paragraph 2, of Law No. 42 of 1 March 2010.

Article I.I.2 – Definitions

1. For the purposes of this Regulation, the expressions used shall be understood with the following meaning: • “Register of Professional Trustees”: the register containing the list of trustees authorized by the Central Bank of the Republic of San Marino to exercise the office of trustee professionally; • “Central Bank”: the Central Bank of the Republic of San Marino governed by Law No. 96 of 29 June 2005 and subsequent amendments; • “Trustee Decree”: Delegated Decree of 16 March 2010 No. 49 and subsequent amendments and integrations; • “Financial Enterprises Applicants”: subjects identified in Article 2, paragraph 3, letter a), of the Delegated Decree of 16 March 2010, No. 49; • “Trust Law”: Law No. 42 of 1 March 2010 and subsequent amendments and integrations; • “Companies Law”: Law No. 47 of 23 February 2006 and subsequent amendments and integrations; • “Independent Professionals Applicants”: subjects identified in Article 2, paragraph 3, letter c), of the Delegated Decree of 16 March 2010 No. 49; • “LISF”: Law No. 165 of 17 November 2005 and subsequent amendments and integrations; • “High-Risk Countries”: foreign jurisdictions with strategic deficiencies in their national regimes for the prevention and combating of money laundering and terrorist financing, as qualified by Law No. 92 of 17 June 2008 and subsequent amendments and integrations; • “Head of Trustee Office”: the person appointed within the company to perform the office of trustee and endowed with the powers, even if not exercised solely, related thereto as well as the respective responsibilities pursuant to and for the effects of Article 22, paragraph 2, letter b) of Decree No. 76/2006; • “Significant Administrative Sanctions”: administrative sanctions imposed pursuant to Law No. 42 of 1 March 2010 for an amount individually exceeding 10,000.00 euros (ten thousand euros); • “Companies Applicants”: subjects identified in Article 2, paragraph 3, letter b), of the Delegated Decree of 16 March 2010, No. 49; • “Applicant Subjects”: subjects identified in Article 2, paragraph 3, letters a), b) and c) of the Delegated Decree of 16 March 2010, No. 49; • “Beneficial Owner”: the natural person as defined in Article 1, paragraph 1, letter r) of Law No. 92 of 17 June 2008; • “Professional Trustee”: the subject who, pursuant to this Regulation, has obtained authorization from the Central Bank of the Republic of San Marino to perform the office of trustee in the Republic of San Marino in a professional manner, or who is already authorized ex officio pursuant to Article 5 of the Delegated Decree of 16 March 2010 No. 49; • “Office of Professional Trustee”: the exercise in the Republic of San Marino of the office of trustee in more than one Trust.”

2. In the remainder of the text, the use of terms subject to definition is highlighted in UPPERCASE.

3. For all terms not subject to definition in paragraph 1, reference is made to the definitions contained in the first article of Law No. 42 of 1 March 2010.

Title II Objectives and Structure of the Provision Article I.II.1 – Purposes

1. This Regulation establishes the requirements and conditions for obtaining authorization to the OFFICE OF PROFESSIONAL TRUSTEE and for its maintenance over time, also providing in detail the methods and procedures to be followed for these purposes.
2. This Regulation also governs, pursuant to Article 2, paragraph 7, letter g) of the TRUSTEE DECREE, the methods of keeping and consultation of the REGISTER OF PROFESSIONAL TRUSTEES.

Article I.II.2 – Structure

1. The Regulation is divided into six Parts, each of which is divided into Titles. Each Title is divided into Articles.
2. The Article, which represents the basic normative unit, has a composite numbering, i.e., formed by three different sub-numberings, separated by a dot; the first indicates the Part, the second the Title, the third the Article.

Article I.II.3 - Models

1. The models referred to in this Regulation and listed below: a) “trustee: self-declaration of honorability requirements”; b) “trustee: self-declaration of requirements for the professional exercise of the office of trustee by financial enterprises”; c) “trustee: self-declaration of requirements for the professional exercise of the office of trustee by capital companies other than financial enterprises”; d) “trustee: self-declaration of requirements for the professional exercise of the office of trustee by independent professionals”; e) “trustee: self-declaration of maintenance of requirements for the professional exercise of the office of trustee”, are published by the CENTRAL BANK, in the version updated from time to time, within the regulatory section of the website www.bcsm.sm, with evidence of the date of commencement of their validity.

Central Bank of the Republic of San Marino Regulation No. 2010-01 for the professional exercise of the office of trustee in the Republic of San Marino – Update XII 5

PART II GRANT OF AUTHORIZATION TO THE PROFESSIONAL TRUSTEE OFFICE Title I Financial Enterprises Applicants Article II.I.1 – Requirements

1. FINANCIAL ENTERPRISES APPLICANTS, to obtain authorization to the OFFICE OF PROFESSIONAL TRUSTEE must: a) have the legal form of S.p.A. (Joint Stock Company); b) not have suffered, in the last 12 months, SIGNIFICANT ADMINISTRATIVE SANCTIONS; c) appoint, by resolution of the Board of Directors, as HEAD OF TRUSTEE OFFICE a subject possessing the professional requirements referred to in the following Article II.II.1 paragraph 2, who is the legal representative, or another member of the Board of Directors, or the General Manager or an employee; d) have in the corporate object of their statutes the provision of “the OFFICE OF PROFESSIONAL TRUSTEE, if authorized by the CENTRAL BANK.”.

Article II.I.2 – Content of the Application

1. For FINANCIAL ENTERPRISES APPLICANTS, the application referred to in the previous article must be accompanied: a) by an updated detailed list of all shareholders holding shares in the capital; b) by the self-declaration referred to in the model named “trustee: self-declaration of requirements for the professional exercise of the office of trustee by financial enterprises”.

Title II Companies Applicants Article II.II.1 – Requirements

1. COMPANIES APPLICANTS, to obtain authorization to the OFFICE OF PROFESSIONAL TRUSTEE must: a) have the legal form of S.p.A. or S.r.l. (Limited Liability Company); b) have their legal seat and administrative seat in the territory of the Republic of San Marino; c) have as their supervisory body a Sole Statutory Auditor or a Board of Statutory Auditors, regardless of the amount of share capital; d) have insurance coverage guaranteeing third parties with a minimum limit of 1,000,000.00 euros; e) not have suffered, in the last 12 months, SIGNIFICANT ADMINISTRATIVE SANCTIONS; f) have shareholders, direct and indirect, BENEFICIAL OWNERS, directors and statutory auditors possessing the same honorability requirements provided for corporate executives of banks by Article II.I.1, paragraph 1, letters a), b) and c) of Regulation No. 2025-05 on corporate executives of San Marinese financial enterprises; g) have the legal representative (President or Sole Director) or a member of the Board of Directors with operational delegation or the General Manager or an employee, who, as HEAD OF TRUSTEE OFFICE, possesses the professional requirements referred to in the following paragraph 2; h) have in the corporate object of their statutes the provision of “the OFFICE OF PROFESSIONAL TRUSTEE, if authorized by the CENTRAL BANK”; i) have as shareholders or partners only natural persons and/or legal entities as indicated below:

2. companies, entities and foundations under San Marinese law;

3. trusts registered in the Register of Trusts pursuant to the Delegated Decree of 16 March 2010 No. 50;

4. foreign legal entities for which none of the following circumstances apply: 3a) legal form of “anonymous company” or substantially such, i.e., suitable, under the legal system of the country where it has its seat, to guarantee confidentiality of its ownership structures; 3b) legal seat in HIGH-RISK COUNTRIES; 3c) ownership structures not transparent and/or adequate, i.e., characterized by the presence of other legal entities falling into one or more of the provisions of points 3a and 3b above or by foreign fiduciary companies not falling into the category described in the following point 5;

5. fiduciary companies registered in the Register of Authorized Subjects pursuant to Article 11 of LISF;

6. foreign fiduciary companies having their legal seat in Countries or Territories other than those included in the list referred to in point 3b) above and with which international agreements for the exchange of information via administrative channels are in force. j) appear suitable, from the documentation transmitted, from the information autonomously acquired by the CENTRAL BANK pursuant to Article 23-quater of Law No. 92 of 17 June 2008 and subsequent amendments and integrations, as well as from any further information possibly acquired by the interested parties upon specific request, to ensure the constant knowability and verifiability by the CENTRAL BANK of the actual ownership structures and, consequently, the effective exercise of supervisory functions on the existence and persistence in these of the requirement referred to in the previous letter f).

7. The professional requirements are as follows: a) degree in legal or economic subjects or registration in the Professional Orders referred to in the Registers cited in Article 2, paragraph 3, letter c) of the Delegated Decree of 16 March 2010 No. 49; b) overall experience of duration not less than 3 years, acquired in the last decade, in professional activities related to asset management; c) participation in the enabling training course referred to in the following Article IV.I.2 and successful completion of the related final assessment.

Article II.II.2 – Content of the Application

1. For COMPANIES APPLICANTS, the application referred to in the previous article must be accompanied: a) by an updated detailed list of all partners; b) by the honorability certificates indicated in the following paragraph 2 for:

• all partners having the nature of natural persons;
• all directors of partners having the nature of legal entities;
• all directors and statutory auditors of the COMPANIES APPLICANTS; c) a copy of the insurance policy referred to in Article 2, paragraph 3, letter b) of the TRUSTEE DECREE; d) a certificate of the company’s existence with updated content; e) a copy of the updated articles of association and statutes; f) a curriculum vitae signed by the subject possessing the professional requirements referred to in the second paragraph of the previous article, indicating their position on behalf of the COMPANIES APPLICANTS; g) the self-declaration referred to in the model named “trustee: self-declaration of requirements for the professional exercise of the office of trustee by capital companies other than financial enterprises”; h) a Technical Report that describes, with reference to the next two financial years:
• data and document archiving procedures, both in paper and electronic format;
• protection systems intended to be adopted to ensure their conservation and confidentiality.

2. The possession of honorability requirements is proven through: a) the production of the general criminal record certificate, the certificate of pending charges, the certificate of civil capacity or of never having been declared bankrupt, issued by the competent public offices of the place where the person has resided for the longest period in the last five years, respecting the criteria of “substantial equivalence” referred to in Article 1, paragraph 2 of the COMPANIES LAW, when dealing with equivalent certificates but differently named as they are issued abroad; b) the production, with regard to all remaining jurisdictions, of a self-declaration made by the interested subject using the model named “trustee: self-declaration of honorability requirements”.

3. Certificates issued abroad, if not in Italian or English, must be accompanied by a sworn translation into one of the aforementioned languages.

4. To the certificates referred to in paragraph 2, in order to verify the territorial competence of the public authorities that issued them, a copy of a valid identity document is added.

Title III Independent Professionals Applicants Article II.III.1 – Requirements

1. INDEPENDENT PROFESSIONALS APPLICANTS, to obtain authorization to the OFFICE OF PROFESSIONAL TRUSTEE must: a) have been registered in their respective Register for at least 2 years; b) have insurance coverage guaranteeing third parties with a minimum limit of 1,000,000.00 euros; c) not have suffered, in the last 12 months:

• disciplinary actions pursuant to Article 45 of Law No. 28 of 20 February 1991;
• sanctions provided for by Law No. 28 of 20 February 1991, with the exception of “reprimand”;
• SIGNIFICANT ADMINISTRATIVE SANCTIONS; d) possess the same honorability requirements provided for corporate executives of banks by Article II.I.1, paragraph 1, letters a), b) and c) of Regulation No. 2025-05 on corporate executives of San Marinese financial enterprises; e) have participated in the enabling training course referred to in the following Article IV.I.2 and have successfully passed the related final assessment.

Article II.III.2 – Content of the Application

1. For INDEPENDENT PROFESSIONALS APPLICANTS, the application referred to in the previous article must be accompanied by: