What is the Alternative Regime of Header and Transfer of Units provided by Article 100-ter, paragraph 2-bis, of the Consolidated Law on Finance (the "TUF")?
Article 100-ter, paragraph 2-bis, of the Consolidated Law on Financial Intermediation (the "TUF") introduced a special regime for the header and transfer of limited liability company shares subscribed through equity crowdfunding portals(the "Alternative Regime"). This regime represents a new and smoother system for the exchange of shares held by Mamacrowd investors, 'alternative' to the traditional one provided for in Article 2470 of the Civil Code, which requires one to go to a notary or accountant (the "Ordinary Regime") to finalize the deed of transfer of ownership.
The use of the Alternative Regime allows the investor to sell the units subscribed on the portal while saving the related administrative costs (professionals' fees, stamps and various fees) and the resulting loss of time.
The Alternative Scheme for the header and transfer of shares in SMEs subscribed through equity crowdfunding portals (also known as the "Rubrication Service") can only be activated if the SME is a limited liability company and is carried out through the header of the shares subscribed by the investor to an intermediary qualified for this purpose with which the Portal has previously signed a special agreement.
The intermediary identified by Mamacrowd to manage the Rubrication Service is Directa S.I.M. S.p.A. (hereinafter, the "Directa SIM").
During the order, the investor decides whether to join with the Alternative Regime, or with the Ordinary Regime.
The optional service of Unit Rubrication on Mamacrowd is active for Investors with Italian Tax Residence.
Costs to join the Alternative Regime (Rubrication of Units)
1) One-time cost of activating the rubrication service on the Directa account:
● € 15.00 (fifteen/00), if natural person;
● € 80.00 (eighty/00), if legal person.
These amounts are not refundable in the event that the Offer to which Investor has joined with Alternative Regime is not successfully concluded or in the event that there is an exclusion of the Investment due to the occurrence of an overfunding situation. These amounts will also not be payable by the Investor where he/she already has an open SIM Account with Directa SIM.
2) Unit Rubrication Cost for each Investment on a successful bid (except in the case of exclusion for 'overfunding')
● € 30.00 (thirty/00), if natural person or legal person;
This amount is payable by the Investor only if the Offer is successfully concluded. The costs above may be paid by the Offering Companies.
How to identify whether the Offering Company has activated the Unit Rubrication service
In each bid, when the service is present, it is identified by the presence of the SIM "stamp" in the top bar.
Within the "Round" section, it is also specified whether the Rubrication is
Method of payment of amounts due to Directa Sim
Payment of the amounts due to Directa Sim Spa will be made by withdrawing the relevant amounts from the Investor's SIM Account, in accordance with the terms set forth in the contract entered into between Directa SIM and the Investor.
Loading of the account opened with Directa SIM by the Investor
The amounts due for the Rubrication Service will be withdrawn directly from the SIM Account opened in the name of the Investor.
- In case of Fee Rub rication, the investor must ensure that he/she has sufficient credit in the SIM Account;
- in case of free Rubrication, the 'Offering Company will 'load' sufficiently the SIM Account of each investor.
In the absence of funds, Directa SIM cannot accept the Investor's request to use the Alternative Scheme.
Further details on costs can be seen on Directa SIM's website:
Issuance of certification of ownership of rubricated units
The first issuance of the certification proving ownership of the units (the Certificate of Intestacy), necessary as a title of legitimacy for the exercise of social rights, is free of charge. Subsequent applications for Certificates of Intestacy are subject to a fee of EUR 5.00 per certificate, also charged to the investor.
Other useful information is available in the faq rubric
In order to join the Alternative Regime,
the investor will have to give the SIM a mandate to perform the following activities:
(a) notify the Offeror and the Registrar of Companies, after the successful closing of the public offering through the portal, of its ownership as a 'shareholder' of the offeror on behalf of the portal investors who have activated the Rubrication Service and note the names of the individual investors holding the respective shares in its records;
(b) issue, upon request of the subscriber (or subsequent purchasers of the share) a certificate evidencing ownership and enabling the exercise of membership rights (the "Certificate of Membership") ;
c) allow the subscriber (or subsequent purchasers of the share), upon request, to dispose of the shares subscribed on the portal by simply noting the transfer in the registers kept by the SIM, which will, in addition, issue an appropriate certification of the completed notation
d) to allow the subscriber (or subsequent purchasers of the share) to request, at any time, the direct registration of the shares pertaining to themselves.
The main advantage of the Rubrication Service is, therefore, that the units thus subscribed can be transferred, as an exception to the ordinary regime, without the necessary recourse to a notary or accountant and without additional administrative costs since, by opting for the Alternative Regime, the SIM becomes the sole party to take care of everything.
How to join the Alternative Regime on Mamacrowd
In order for joining the Alternative Regime for a given investment to be properly registered, it is necessary for the investor to:
For conditions related to the SIM Account, please refer to Directa SIM's standard contract and related terms and conditions available at the following links:
Once the above steps have been completed the Investor will receive a confirmation of Activation of the Rubrication service .
If after 8 days from the closing of the campaign the Investor has not completed the necessary activities with Directa Sim Spa to activate the Share Rubrication service, the order will be registered by the Offering Company with Ordinary Regime and it will no longer be possible to use the Alternative Regime service.
How the Rubrication Service works
a. Unit Transfer
The investor who joins the Alternative Regime will be able to transfer the shares to any third party, regardless of whether or not the latter is an investor in the Mamacrowd community.
Once an agreement on the price has been reached between buyer and alienator, the parties can finalize the transfer by simply contacting the SIM, which will take care of noting the transfer of the shares in its internal records.
In order for the transfer of units to take place under the Alternative Regime, the buyer must also be a SIM Account holder. In this case, the units can be transferred without incurring any cost.
Where the purchaser does not have a SIM Account and does not wish to open one specifically, the transfer of the units will have to take place under the Ordinary Regime (with associated costs and fulfillments).
It should be borne in mind, however, that where the investor transfers for consideration his or her shares held in eligible startups and/or innovative SMEs within 3 years of making the investment, he or she will forfeit the tax benefits provided by law for that type of investment. from which he or she may have benefited.
The one-time cost paid to the SIM when opening the SIM Account (whether in the case of paid or free Rubrication) will not be reimbursed: in fact, the SIM Account remains open for subsequent offers in which the investor opts for the Alternative Regime: in the event of a positive outcome of these, the one-off costs of opening the SIM ACCOUNT are no longer due and the investor (or the bidder, in the case of Free Membership) will only have to pay Directa SIM the amount of 30.00 euros provided for each membership in the Alternative Regime.
b. Right of withdrawal or revocation
Joining the Alternative Scheme does not entail any change to the manner in which the investor may exercise the right of withdrawal or revocation. c. Negative outcome or "overfunding" of the campaign
In order for the header of the units under the Alternative Scheme to take effect, the campaign must close successfully and there must be no overfunding situation that results in the exclusion of the investment at which the Alternative Scheme was activated: in these two cases, as is normally the case on mamacrowd, the investment is not completed.
The one-time cost paid to Directa SIM at the time of opening the SIM Account will not be reimbursed if the right of withdrawal or revocation of the first investment made with Alternative Regime is exercised. In fact, the SIM Account (both in the case of Paid Membership and Free Membership) remains open for subsequent offerings in which the investor opts for the Alternative Regime, with the result that, on subsequent investments, the investor will only have to pay Directa SIM the amount of euro 30.00 provided for each Alternative Regime membership (except in the case in which the Offeror has decided to bear the cost of opening the account or using the rubric service in correspondence with its offer) the Offeror).
d. Multiple investments related to the same offer
Where the investor makes multiple investments on the same offering and decides to join the Alternative Unit Header Scheme, it is necessary that, during the investment order, he/she applies for the service on each individual investment made.
At the end of the offer, the various investment orders, are summed into one total investment therefore, the cost of the Rubrication will be € 30.00 total (thirty/00) plus the possible cost of opening the Sim account as indicated above.
e. Conversion to the Ordinary Regime
Adherence to the Alternative Regime is always reversible: the Investor may at any time request the application of the ordinary header regime, asking Directa SIM (www.directa.it; e-mail address: email@example.com) to make the direct header of the units in the name of the Investor himself
In this hypothesis, Directa SIM will not charge any cost to the Investor but the latter will have to bear any disbursements due to the professional figures that may intervene in the ordinary header procedure (notary and/or accountant) as well as the related administrative charges not specifically borne by the Offeror, where due (stamp duty, fees, etc.). These charges depend on the professional fees in force or on the agreements entered into directly with the respective professionals.
f. Audits conducted by SIM
In case of the first use of the Rubrication Service, the procedures for opening the SIM Account provide for a rapid customer identification procedure to be carried out by Directa SIM for the purposes of anti-money laundering regulations. In the event of a negative outcome of these verifications, membership in the Alternative Scheme cannot be finalized.
g. Suspensive Condition
The adhesion to the Alternative Scheme*, is suspensively conditioned to the correct identification for anti-money laundering purposes of the Investor and, more generally, to the completion of the Activation procedure of the Rubrication Service prepared by Directa SIM, as well as to the acceptance of the Terms and Conditions of Mamacrowd (available here) of the Particular Terms and Conditions of the Rubrication Service (available here) and the terms and conditions applied by Directa SIM, made available to the Investor during the application process.
In the event that the aforementioned conditions precedent are not met and, in cases where, for whatever reason, the SIM Account cannot be activated, adherence to the Alternative Scheme will be deemed not to have taken place, with the consequence that, if the Offer is successful (and there is no "overfunding"), the Investor is subject to the Ordinary Scheme.
h. Tax Benefits
The investor, whether an individual or a legal entity, who decides to join the Alternative Regime will, however, be able to enjoy the tax benefits provided by law for investments in eligible startups and innovative SMEs, as is already the case with the Ordinary Regime for the heading of units.
i. Stamp Duty
The 'stamp duty is payable only in the case of listed securities, so shares of limited liability companies and shares of unlisted joint stock companies are excluded.
l. Tax withholding agent
SIM under the Rubrication Service, for individuals (non-entrepreneurs) is a 'tax withholding agent'.
It, in receiving the income earned on behalf of investors who have activated the Alternative Regime, applies on their behalf the taxes provided for in the current tax legislation and transfers the amounts net of tax due.
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