BRIEF HISTORY OF THE COMPANY
The company was founded on the 1st of February 1982 under the designation “Istituto Fiduciario Friulano S.r.l.”. Headquarters was located in Udine, Piazza Duomo 12.
After review and development, the company is currently defined as follows:
-designation: GESTIONI FIDUCIARIE S.p.A.;
-headquarters: Udine, via Aquileia 17;
-tax code, VAT number and Registry of Businesses of Udine number: 01066610302;
-R.E.A. number: 159361;
-corporation stock: euro 104.000,00, fully deposited.
“Gestioni Fiduciarie S.p.A.” acts under the authorization of the Ministry of Production (previously Ministery of Industry, Trade and Craftsmanship) as a trust company with fiduciary activities, in accordance with Italian national decree dated 4th February 1984. In 1990 it joined the Assofiduciaria.
The company was born and developed, on a professional base, exercising fiduciary activities through the “static administration” of assets, aimed at offering complementary services to the activity performed by freelancers and company counsellors.
The deposit and assets which is managed on behalf of the trustors as of 31st December 2002 exceeded 19.200.000,00. €
Trust activity is defined by article 1 della L. n. 1966 del 23 novembre 1939 in the Italian civil code, which states that “trust companies are companies which aim to take care of the management of assets on behalf of a third party, organize companies, represent shareholders and bondholders”, and it is ruled by the R.D. n. 531 del 22 aprile 1940 e dal D.P.R. n. 361 del 18 aprile 1994.
The mandates concerning the registration and management of goods and rights appointed to “Gestioni Fiduciarie S.p.A.” are intended as a static management of assets, which consists in the management of the entrusted goods in accordance with the instructions given by the client – trustor.
When creating this kind of relationship, client – trustors do not surrender the ownership or the availability of their assets, while making the trust company appear as the owner when dealing with third parties.
The trust company acts in its own name, but on behalf of and according to the instructions of the client, who is free to give/change instructions and partially or completely terminate the relationship, asking for the total or partial return of all his holdings.
Following contract signature – trust mandate, “Gestioni Fiduciarie S.p.A.” is authorized to act in all issues involving third parties in its own name, but on behalf of and according to the instructions of the client – trustor, thereby granting full confidentiality concerning the name of its client.
In fact, the contract – trust mandate, obliges the trust company not to divulge to third parties, unless they are authorized, the identity of the client – trustor.
Moreover, the contract – trust mandate allows the trust company to offer its clients - trustor customized solutions in order to achieve a series of goals, such as:
• assure confidentiality during negotiations for the trading of shares;
• assure confidentiality in share management;
• organize all exchanges between partners in order to prevent possible controversies and manage conflicting positions;
• assure observance of voting agreements or side-letter agreements;
• coordinate the management of the client’s shares of different companies;
• pledge shares as a guarantee for funds granted to the trustor or third parties;
• plan the inheritance / generation succession procedures for assets;
• grant common representation for bondholders and shareholders.
The appointment of a trust mandate allows the client – trustor, with reference to the so called “unqualified” shares, to opt for a managed savings regime, which allows to apply a special taxation on the possible capital gain, thus letting the trust company comply with all the tax fulfillments. The clients – trustors won’t need to list this in their tax declaration.
Moreover, in the case of “unqualified” shares, the trust company can also collect possible dividends on behalf of the trustor, applying a special deduction, without the need to list them in the tax declaration or the need to list the personal data of the real owner in the tax declaration issued by the withholding agent.
Object of the trust mandate can be:
• shares in limited companies (public companies, partnership limited by shares, limited liability companies), acquired through direct registration or buying them form third parties.
• fundings, profitable and unprofitable loans, which relate to shares of a company;
• regular and convertible bonds; passbooks, state bonds, shares in unit trusts, insurance policies and assets management;
• real estate.
Among other services offered by “Gestioni Fiduciarie S.p.A.” we would like to draw your attention on the:
• creation and management of the Unified Information Archive (Archivio Unico Informatico, L. 197/1991);
• common representation for bondholders and shareholders;
• legal seat service;
• appraisals (appraisals of assets and shares).
Company operations are monitored by the Ministry of Production. Our offer features a wide range of services that meet clients’/ trustors’ need to not appear in front of third parties, and yet maintain full ownership of their goods knowing that they are safely entrusted to capable hands.
Taking into consideration the activity performed by our company, it is not superfluous to highlight that all operations are carried out under strict confidence and they are backed by special guarantees.
The fiduciary activity is performed by professionals admitted in their respective registers, who are constantly monitored by the Ministry that is in charge of their specific fields. The Ministry verifies that their honorability and professionalism meets the requirements.
Special legal limitation prohibit any merging of the assets belonging to the trust company and those belonging to its clients, as to grant a clear separation of such assets at any moment and preclude any claim from possible creditors of the trust company on the assets of its clients/trustors.
The experience gained in years of activity allowed the Company to hone its knowledge regarding specific kinds of operations, such as:
• registration, in the fiduciary company name, of property rights or other rights, bonds, shares of companies;
• management of the trustor’s rights, assuring compliance to all statutory and legal fiscal requirements;
• execution of possible trade mandates. When trading corporate shares between two clients of the same trust company (which remains the holder of such shares), it is not required for such a trade to take place as a “act in public form”, i.e. to be registered or authenticated as a private agreement by a notary;
• representation at shareholders meetings, exercising trustor’s rights or appointing a person delegated by the trustor with a specific mandate;
• taking part in the founding of new companies, reviewing (when requested) all provisions concerning the certificate of incorporation and the articles of association;
• taking part as shareholders in voting trusts or, more in general, corporate agreements, in order to assure a correct and secure fulfillment of the contract;
• registration in our name and/or management of real-estate;
• the registration in our name of credits in behalf of a third party and management of such credits (this is an instrumental preparatory activity for the debt collection credits);
• appraisals (appraising of company assets and shares of a company);
• performing the tasks as representative for the bondholders.