In Italy, the Trust Company (Società Fiduciaria), governed by Law no. 1966/1939, manages assets entrusted to it by a Settlor (or delegating party). Notably, the Trust Company does not acquire substantive ownership of the assets under management (such as corporate shares). There is a strict legal separation between the managed assets—which remain owned by the Settlor—and the assets of the "Società Fiduciaria" itself.
Trust Companies (Società Fiduciaria) under Italian Substantive Law
The Italian Court of Cassation (Italy's supreme judicial authority) has consistently affirmed that "the ownership of a trust company, while not fictitious, carries a merely 'formal' status. The Settlor retains 'substantive' ownership despite the asset being formally registered under the 'Fiduciaria'. Consequently, the Settlor can dispose of the asset directly without requiring a formal retransfer of securities from the company" (Cass. no. 10031 of 14 October 1997). Furthermore, "in a 'Società Fiduciaria', delegators are identified as the actual owners of the assets entrusted to the company and instrumentally registered in its name" (Corte di Cassazione, Joint Sessions, 21 May 1999, no. 4943).
As a result, assets and rights transferred to a "Società Fiduciaria" are shielded from the claims of the Trust Company's creditors. However, they remain subject to the Settlor's creditors through third-party attachment proceedings (Pignoramento presso terzi).
Fiduciary Mandates and Italian Tax Law
Under Italian direct taxation, the principle of substance over form applies: the true economic owner (the Settlor) prevails over the formal holder (the fiduciary company). Dividends and corporate profit distributions are taxed directly in the hands of the Settlor according to Articles 44–47 of the Consolidated Income Tax Act (TUIR). For this reason, Italian law imposes reporting obligations on "Società Fiduciarie", requiring them to report the identity of beneficial owners to the tax authorities (Article 9 of Law no. 1745 of 29/12/1962).
Additionally, Trust Companies operate under a strict regulatory framework enforced by public supervisory bodies to combat money laundering and terrorist financing. Under Article 3, paragraph 6 of Ministry of Economy and Finance Decree no. 55 of 11 March 2022, there is an obligation to declare the Ultimate Beneficial Owner (UBO) of companies, even when held through a "Società Fiduciaria".
In conclusion, a fiduciary mandate simply grants the "Società Fiduciaria" the authority to exercise administrative powers based on specific instructions provided by the Settlor. It has no legal affinity with the Common Law "Trust", which involves a full transfer of substantive ownership.
Read our comprehensive guide on inheritance under Italian law.
Article written by Gaetano Forcella & Carlo Peruzzi (Managing Partners) — Studio Legale Forcella Peruzzi. Practice areas: International Succession Law, Real Estate & Asset Protection.
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