Obligations for Associations, Foundations and other non-profit organizations
The text of art. 37 of Law no. 129 of 23 July 2010 ‘Transparency provisions for Associations, Foundations and Non-Profit Organizations' is the following:
1. Without prejudice to what provided for by Art. 4 of Law of 13 June 1990 n. 68 and complementing what envisaged by this same Article, the creation, administration and liquidation of Associations, Foundations and other non-Profits Organizations are subject to the provisions on companies contained in the Company Law (Law of 23 February 2006 n. 47), and subsequent amending and supplementing acts, to the extent they are compatible.
2. The aforesaid entities are also subject to the provisions, to the extent they are compatible, relating to the obligations, accountability and suitability requirements imposed on directors and auditors. The latter are not subject to the professional requirements provisions.
3. Associations, Foundations and other non-profit organizations shall register data and information regarding funding and funds received and the use thereof. Data, information and relevant documents shall be kept for at least 5 (five) years from the date on which funds were granted or the transaction relating to the use of funds was conducted. These data and information shall be kept by associations, foundations and other non-profit organisations and be provided, upon request, to the Law Commissioner for supervisory functions and to the Financial Intelligence Agency to perform the functions assigned by Law no. 92 of 17 June 2008. To this end, associations, foundations and other non-profit organizations shall fill in the prospectus “Detailed Funding and Uses”, Attachment 'C' to this Law. Every year associations, foundations and the other non-profit organisations shall also deposit with the Law Commissioner the balance sheet and the prospectus “Summary of Funding and Uses”, Attachment 'D' to this Law.
4. The bodies referred to in this Article are also required to keep at their registered office a Register containing the names of their associates and members. By 31 December of every year, foundations are also required to submit a list of their members to the Commercial Registry of the Single Court so as to allow the Court to update the Registry containing the names of members of Associations, Foundations and NPOs.
5. Failure to comply with information reporting, keeping and filing requirements shall lead to an administrative sanction of € 2,000.00, applied by the Office of Industry, Handicraft and Trade of the Republic of San Marino, for any single violation, following a report by the Commercial Registry Authorities of the Single Court.
6. As a provisional measure, without prejudice to the provisions issued by the Supervision Authority for Foundations and non-profit Organizations, the latter bodies shall conform to the provisions of this Article by 31 December 2010.
7. The Commercial Registry Authorities of the Single Court shall submit to the Law Commissioner the deeds relating to foundations that have not complied with the obligations set forth in paragraphs 1,2,3, and 5. The Law Commissioner will set a time-limit of 30 days within which non-compliant foundations are required to conform to the new provisions or file the missing documentations and shall warn that if such obligations are no met, the foundations will be subject to winding-up measures.
In order to facilitate compliance with provision indicated in paragraph 3, FIA has prepared the electronic version of the annexes C and D to the aforementioned Law, which are herewith enclosed:
“Detailed Funding and Uses” (Attachment C): Microsoft Excel version - Microsoft Word version
“Summary of Funding and Uses” (Attachment D): Microsoft Excel version - Microsoft Word version
In order to provide support to Associations / Foundations and other non-profit organizations to fill in the tables above, the Financial Intelligence Agency has prepared the following manual: Tables compilation Manual
At art. 38 of the Law, the following ‘Special provisions for Foundations' are also provided:
1. Without prejudice to what envisaged by Art. 4 of Law of 13 June 1990 n. 68 and by Art. 37 of this law, the act establishing the foundation may not be withdrawn.
2. Foundations, which must pursue the purpose of public benefit or, in any case, a socially useful purpose, shall terminate, in the instances provided for by the law, if the set objectives have been fulfilled or if they cannot be fulfilled.
3. The endowment funds must be used according to the guidelines contained in the act establishing the foundation.
4. Foundations are required to report the initial contributions making up the endowment fund and to deposit with the Commercial Registry of the Single Court the documentation attesting that contributions have been made within 60 days from their allocation or from the date on which the will was made public. Foundations are also required to deposit with the Commercial Registry of the Single Court any deed relating to further contributions enlarging the fund within the same time-limit.
5. If the requirements established by this Article are not complied with, the Law Commissioner shall terminate the non-compliant foundation ex-officio.