ITALY Law and Practice Contributed by: Emidio Cacciapuoti, Giorgio Bobba and Davide Massiglia, ADVANT Nctm
2.1.2 Common Process for Setting Up Investment Funds Fondo Chiuso No pre-approval or authorisation is required to establish a fondo chiuso (except for the authori - sation provided by the applicable EU regulations related to certain specific sub-categories of AIFs, such as European long-term investment funds, or ELTIFs). Once established, the fondo chiuso must be registered with the competent register held by the Bank of Italy, and given an Inter - national Securities Identification Number (ISIN) code. The requisite documentation is represent - ed by the relevant management rules, containing the terms and conditions regulating the AIF and the participation of the investor in the AIF. The set-up of a fondo chiuso requires a resolution of the board of directors of the relevant AIFM, approving the management rules of the AIF; in this sense, the establishment process does not involve any particular costs, except for the costs related to the drafting of the management rules. SICAF Internally managed SICAFs ( autogestite ) must still be authorised by the Bank of Italy (with a positive opinion from CONSOB) and registered with the competent register. However, the March 2024 reform has removed the requirement for externally managed SICAFs ( eterogestite ) to obtain specific authorisation, and their share - holders or corporate representatives are no longer subject to honourability and professional competence requirements. All SICAFs must still obtain an ISIN code for their operations. In addi - tion to the constitutional documents of the AIF itself (company by-laws and investment agree - ment), a series of documents must be filed with the Bank of Italy to obtain authorisation for an internally managed SICAF, such as:
• documentation proving the honourability and financial stability of the founding shareholders of the SICAF; • documentation regarding the honourability and professional requirements of the mem - bers of the board of directors and statutory auditors of the SICAF; • documentation in relation to the organisa - tional structure; and • a programme of activities. The authorisation process for internally man - aged SICAFs ( autogestite ) is supposed to last between five and seven months, and is more expensive than for the establishment of a fondo chiuso . For externally managed SICAFs ( etero- gestite ), the March 2024 reform has significantly simplified the regulatory framework, aligning it with the process applicable to the establishment of closed-end funds, thereby reducing both associated costs and administrative burdens. 2.1.3 Limited Liability Pursuant to the applicable laws, the liability of each investor of an AIF is limited to the total amount of the units/shares subscribed by said investor (provided that certain amounts distrib - uted to the subscribers can be re-called by the AIFM pursuant to the management rules/invest - ment agreement of the AIF). The investors are not deemed to participate in the management of the business of the AIF, nor to become liable as a manager or otherwise for the debts and liabilities of the AIF solely by reason of the exercise of the rights and powers granted to them under the constitutional documents of the AIF, or, eventu - ally, by acting (or appointing a representative to act) as a member of the relevant advisory board. 2.1.4 Disclosure Requirements The AIFM must maintain the following records and books of account of the AIF/SICAF:
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