Members and Directors Requirements
A member, director or member of the Board of Directors must be a natural person from San Marino or other countries and shall not meet the following conditions:
a) He/she has been convicted by final judgement , in the Republic of San Marino or abroad, to sentences involving deprivation of liberty for a period exceeding two years, for crimes against property, against public faith, against the public economy or for drug smuggling, over the last fifteen years or of a judgment or criminal res judicata, of corruption, use of invoices for non-existent transactions, tax fraud, usury, fraudulent bankruptcy or money laundering, for crimes committed over the last fifteen years; or has been convicted also not definitive or has been prosecuted as part of an ongoing criminal investigation, criminal association for mold gangster or terrorist financing;
b) In the twenty-four months preceding the establishment of the Company or at the time of the purchase of the company’ shares or at the time of appointment of company’s posts, he/she has been a member or having had the powers of representation referred to in Article 52 Law 47 of 23 February 2006, or in a society withdrawn by measure of Congresso di Stato referred to in Article 52 of Law 47 of February 23, 2006 and subsequent amendments must be contextual to the occurrence of the actions which led to the adoption of the resolution to revoke the license.
This provision shall not apply where the administrative appeal against the act of refusal of registering as a shareholder or director in the register of companies, because of the revocation suffered, the member or administrator proves to have adopted a diligent behavior and have no responsibility for the decisions or activities of the company that led to the revocation of the license;
c) In the twenty-four months preceding the establishment of the Company or at the time of the purchase of the company’ shares or at the time of appointment of company’s posts, he/she has had the licensed revoked by decision of the Congresso di Stato;
d) He/she is subject also as sole director, concurrently with the establishment of the company or at the time of purchase of the shares at the time of appointment or at corporate offices, in a contest of creditors or a equivalent court procedure in foreign legal systems;
e) He/she is the subject of enforcement actions by the Department of Esattoria of Banca Centrale of San Marino, of under Title II of the law 25 May 2004 n . 70, aiming to recovering amounts due to the Public Administration or to public sector entities which are not disputed or have not entered into an agreement for the payment by installments strained extinction of the slopes;
f) He/she is resident in the "Countries under monitoring" as identified by the Financial Intelligence.
A legal person could be member but shall not meet the following conditions:
- It is engaged in a legal procedure judicial contest of creditors (a failure) or forced liquidation or insolvency procedures equivalent in foreign legal systems;
- It is under voluntary liquidation following the occurrence of a cause of dissolution;
- In the twenty-four months preceding the establishment of the Company or at the time of the purchase of the company’ shares, it has been a partner in a company terminated behind the measure of the Congresso di Stato. Membership must be contextual to the occurrence of the actions which led to the adoption of the resolution to revoke the license. This provision shall not apply where the administrative appeal against the act of refusing registration as a shareholder in the register of companies as a result of the revocation suffered, the member proves that has acted diligently and not to have any responsibility for the decisions or activities of the company that led to the revocation of the license;
- It is the subject of enforcement actions by the Department Esattoria of Banca Centrale della Repubblica di San Marino, pursuant to Title II of the law 25 May 2004 n. 70, aimed at recovering amounts due from the Public Administration or public sector entities which are not disputed or have not entered into an agreement for the payment by installments strained extinction of the slopes.
The type of managing (individual or collective) is up to the Shareholders. Sherholders decide also the powers of the Manager, putting an economic limit for the ordinary and extraordinary administrative operations.
Self-certifications of pendig charges cannot be allowed for the foreign citizens, it must be original and valid (within six month of the issue date) translated and certificated in Italian with a consular compliance certificate.
The company certificate (or an equivalent certification, translated and certificated in Italian), must be original or in a true copy and valid, issued at least six months before and it is necessary for legal people.