Civil Code [UT]

12/12/2012

Criminal prov isions relating to companies and consortia

Criminal provisions relating to companies and consortia Civil Code, Book V, Title XI, adj. to 04.12.2012

( << precedes ) Civil Code Book Five Of Work Title XI Penal provisions relating to companies and consortia Chapter I Of the falsehood Section 2621.

False corporate communications.

Except as provided in Article 2622, the directors, general managers, managers responsible for preparing corporate accounting documents, auditors and liquidators who, with the intention of deceiving members or the public and in order to achieve for themselves or others an unjust profit, in financial statements, reports or other communications required by law to the shareholders or to the public, such facts are untrue still subject to evaluation or omit information the disclosure of which is required by law on the economic, equity or financial position of the company or the group to which it belongs, in a suitable manner to mislead the recipients of the above-mentioned situation, shall be punished with imprisonment up to two years.

Criminal liability shall extend to cases where the information concerns assets held or managed by the company on behalf of third parties.

Criminal liability shall be excluded if the false statements or omissions do not alter significantly the representation of the assets, liabilities and financial position of the company or the group to which it belongs.

Criminal liability shall be excluded where the false statements or omissions distort the results of its operations, before tax, not exceeding 5 per cent, or a change in the net assets of not more than 1 percent.

In any case, the act is not punishable if the result of estimates which, taken individually, do not differ by more than 10 percent from the correct one.

In the cases provided by the third and fourth paragraphs, to the entities referred to in the first subparagraph shall be imposed administrative sanction of between ten and hundred shares and disqualification from the offices of legal persons and companies from six months to three years, the exercise of 'office of director, auditor, liquidator, general manager and manager responsible for preparing corporate accounting documents, as well as any other office with power of representation of the legal person or enterprise.

Section 2622.

False communications to the detriment of the company, its shareholders or creditors.

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Directors, general managers, managers responsible for preparing corporate accounting documents, auditors and liquidators who, with the intention of deceiving members or the public and in order to obtain for themselves or others an unjust profit, in financial statements, reports or other communications required by law to the shareholders or to the public, exposing the material facts are not true still subject to evaluation, or omit information, the disclosure of which is required by law on the economic or financial the company or the group to which it belongs, in a suitable manner to mislead the recipients of the above-mentioned situation, cause financial damage to the company, shareholders or creditors, shall be punished, on complaint by the injured party, with imprisonment from six months to three years.

Proceed on complaint where the act constitutes a more serious offense, even worse, to the detriment of the assets of persons other than shareholders and creditors, unless it is committed against the State, other public bodies or the European Communities.

In the case of companies subject to the provisions of Part IV, Title III, Chapter II, of the consolidated act as per legislative decree 24 February 1998, n. 58, as amended, the penalty for the acts described in the first paragraph shall be one to four years and the crime is prosecuted ex officio.

The penalty is two to six years if, in the cases referred to in the third paragraph, the fact causes serious harm to the investors.

The harm is considered serious when he has covered a number of investors more than 0.1 per thousand of the population in the latest census ISTAT or whether it consisted in the destruction or impairment of debt securities of entities totaling more than 0.1 per thousand of the gross domestic product.

Criminal liability for the acts provided for in the first and third subparagraph shall be extended to the case where the information concerns assets held or managed by the company on behalf of third parties.

Criminal liability for the acts provided for the first and third paragraphs shall be excluded if the false statements or omissions do not alter significantly the representation of the assets, liabilities and financial position of the company or the group to which it belongs. Criminal liability shall be excluded where the false statements or omissions distort the results of its operations, before tax, not exceeding 5 per cent, or a change in the net assets of not more than 1 percent.

In any case, the act is not punishable if the result of estimates which, taken individually, do not differ by more than 10 percent from the correct one.

In the cases provided for in paragraphs seven and eight, to the entities referred to in the first subparagraph shall be imposed administrative sanction of between ten and hundred shares and disqualification from the offices of legal persons and companies from six months to three years, the exercise of 'office of director, auditor, liquidator, general manager and manager responsible for preparing corporate accounting documents, as well as any other office with power of representation of the legal person or enterprise.

[Art 2623.

Fraudulent financial statements. ( 1 ) Whoever, in order to obtain for himself or others an unjust profit, in the prospectuses required for the purpose of solicitation or admission to trading on regulated markets, or in the documents to be published on the occasion of takeover bids or exchange with the knowledge of the falsity and intent to deceive the recipients of the prospectus, includes false information or conceals data or information in an appropriate manner to mislead such recipients shall be punished, if the conduct has not caused a www.altalex.com/index.php?idnot=36507

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loss, with imprisonment of up to one year.

If the conduct referred to in the first paragraph has caused a loss to the recipients of the prospectus, the penalty shall be imprisonment from one to three years.]

(1) Article repealed by art. 34, L. December 28, 2005, n. 262.

Section 2624. ( 1 ) [ False statements in reports or communications of audit firms.

Those in charge of the review which, in order to obtain for himself or others an unjust profit, reports or other communications, with the knowledge of the falsity and intent to deceive recipients of the notices, certify false or conceal information concerning the economic, equity and financial position of the company, body or person who is subject to revision, as appropriate, to mislead the recipients of the communications on the above situation, shall be punished, if the conduct has not caused a loss, with the arrest up to one year.

If the conduct referred to in the first paragraph has caused a loss to the recipients of the communications, the penalty shall be imprisonment from one to four years .]

(1) Article repealed by Legislative Decree no. January 27, 2010, n. 39 .

Article 2625. ( 1 ) Obstruction of inspection.

Directors who, by concealing documents or other suitable devices, prevent or otherwise hinder the performance of control activities legally attributed to shareholders or other corporate bodies shall be punished by a fine of up to â&#x201A;Ź 10,329.

If the conduct has caused damage to shareholders, applies to imprisonment up to one year and proceed to the complaint of the victim.

The penalty is doubled in the case of companies listed on regulated Italian or other EU Member States or widely distributed among the public that under Article 116 of the consolidated text of the decree of 24 February 1998, n. 58.

(1) Article amended by the Legislative Decree no. January 27, 2010, n. 39 .

Chapter II Of the offenses committed by directors Article 2626.

Unlawful return of capital.

Directors who, except in cases of legitimate reduction of share capital, return, even simulatamente, contributions to shareholders or free them from the obligation to perform, shall be punished with imprisonment up to one year.

Article 2627.

Illegal distribution of profits and reserves.

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Unless the act constitutes a more serious offense, the directors who distribute profits or advances on profits not earned or to statutory reserve, or who distribute reserves, including those not made up of profits, which can not be distributed by law, shall be punished with imprisonment of up to one year.

The return of profits or the recovery of reserves before the deadline for the approval of the budget, the offense.

Article 2628.

Illegal transactions involving shares or shares of the parent company.

Administrators who, except where permitted by law, purchase or subscribe shares or quotas, causing damage to the integrity of the share capital or reserves are not distributable by law, shall be punished with imprisonment up to one year.

The same penalty applies to directors who, except in cases permitted by law, purchase or subscribe to shares issued by the parent company, causing damage to the share capital or reserves are not distributable by law.

If the share capital or reserves are replenished before the deadline for the approval of the financial statements in relation to which it was put in the conduct, the offense is extinguished.

Section 2629.

Transactions prejudicial to creditors.

Directors who, in violation of the provisions of law for the protection of creditors, reduce the share capital or mergers with other companies or divisions, causing damage to creditors, shall be punished, on complaint by the injured party, with imprisonment from six months to three years.

The damages to the creditors before the court, the offense.

Chapter III Of the offenses committed by omission Article 2629-bis.

Failure to disclose a conflict of interest.

The administrator or member of the board of management of a company with shares listed on Italian regulated markets or of another EU Member State or widely distributed among the public that under Article 116 of the consolidated text of the legislative decree February 24, 1998, n. 58, as amended, or a person who is subject to supervision under the consolidated text of the legislative decree of 1 September 1993, n. 385, quoted text act as per legislative decree no. 58, 1998, the Legislative Decree dated 7 September 2005, n.

209 ( 1 ) of Legislative Decree 21 April 1993, n. 124, which violates its obligations under Article 2391, first paragraph, shall be punished with imprisonment of one to three years if the violation are derived damage to the company or third parties.

(1) The original words: "Law of 12 August 1982, n. 576 "have been replaced by Legislative Decree 29 December 2006, n. 303.

Art 2630.

Failure to perform complaints, communications and deposits. ( 1 ) Anyone, there being required by law due to the functions covered in a company or a consortium fails to www.altalex.com/index.php?idnot=36507

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comply within the prescribed period, complaints, communications or deposits with the commercial register, or fails to provide the documents, correspondence, and the network electronic information required by Article 2250, first, second, third and fourth paragraphs, shall be punished with fine from 103 € to 1,032 €. If the complaint, communication or storage take place within thirty days after the expiry of the time limit, the administrative penalty is reduced to one third. If it is omitted filing of financial statements, the administrative penalty is increased by one third.

(1) The article stated: "Whoever, there being required by law due to the functions covered in a company or a consortium fails to comply within the prescribed period, complaints, communications or deposits with the commercial register, or fails to provide the documents, correspondence and computer network information required by Article 2250, first, second, third and fourth subparagraphs ( 2 ), shall be punished with fine from 206 € to 2,065 €.

Whether it is omitted filing of financial statements, the administrative penalty is increased by one third. " has been replaced by L. November 11, 2011, n. 180 .

(2) The words " or fails to provide the documents, correspondence and computer network information required by Article 2250, first, second, third and fourth paragraphs "have been included by art. 42, paragraph 2, of L. July 7, 2009, n. 88.

Art 2631.

Failure to notice of the meeting.

Directors and auditors who fail to call a shareholders' meeting in the cases provided by law or by statute, the terms set forth therein, shall be punished with a pecuniary administrative sanction from 1,032 to 6,197 euro.

Where the law or the statute does not expressly provide for a time limit within which to make the call, it is deemed to be omitted when thirty days from the time when directors and auditors were aware of the condition requiring the convening of the shareholders' .

The fine is increased by a third in the case of call as a result of loss or as a result of legitimate demand expressed by its members.

Chapter IV Of the other offenses, of mitigating and security measures assets Article 2632.

Fictitious capital.

The directors and shareholders who, even in part, form or artificially increase the share capital through the attribution of shares in excess of the amount of the total measure social capital, mutual subscription of shares, overvaluation of contributions in kind or receivables or assets of the company in the event of conversion, shall be punished with imprisonment up to one year.

Section 2633.

Unlawful distribution of company assets by liquidators.

The liquidators, who, by spreading assets among the shareholders prior to the payment of creditors or setting the amounts necessary to pay, cause damage to creditors, shall be punished, on complaint by the injured party, with imprisonment from six months to three years .

The damages to the creditors before the court, the offense. www.altalex.com/index.php?idnot=36507

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Art 2634.

Infidelity sheet.

The directors, general managers and liquidators, who, having an interest in conflict with that of the company, in order to procure for himself or others an unjust profit or other benefit, carry out or contribute to deliberate acts of disposition of corporate assets, causing intentionally harm to the company balance sheet, shall be punished with imprisonment from six months to three years.

The same penalty applies if the offense is committed in relation to assets owned or managed by the company on behalf of third parties, causing them a financial loss.

In any case, it is unfair to the profit of the associate or group when offset by the benefits achieved or validly predictable, arising from or connection from group membership.

For the crimes covered by the first and second paragraphs shall upon complaint of the victim.

Article 2635.

Corruption between individuals. ( 1 ) Unless the act constitutes a more serious offense, the directors, general managers, managers responsible for preparing corporate accounting documents, auditors and liquidators, who, following the giving or the promise of money or other benefit, for himself or for others, perform or omit acts in violation of the obligations inherent in their office or duties of loyalty, causing harm to the company, shall be punished with imprisonment from one to three years.

The penalty of imprisonment of up to one year and six months if the crime is committed by those who are subject to the direction or supervision of one of the persons mentioned in the first paragraph.

Who gives or promises money or other benefits to the persons specified in the first and second subparagraph shall be punished with the penalties provided for therein.

The penalties laid down in the preceding paragraphs shall be doubled in the case of companies listed on regulated Italian or other EU Member States or widely distributed among the public that under Article 116 of the consolidated text of the provisions financial intermediation, pursuant to Legislative Decree 24 February 1998, n. 58, as amended.

We proceed to complaint of the victim, except by the fact a distortion of competition in the acquisition of goods or services. ( 1 ) The article read: " Infidelity as a result of giving or promise of benefits. administrators, general managers, managers responsible for preparing the company's financial reports, auditors, and receivers who, as a result of bestowal or promise of utility, perform or omit acts in violation of the obligations inherent in their office, causing harm to the company, shall be punished with imprisonment up to three years. ( 2 ) The same penalty applies to anyone who gives or promises the ' utility. punishment is doubled in the case of companies with securities listed on regulated Italian or other EU Member States or widely distributed among the public that under Article 116 of the consolidated text of the decree of 24 February 1998, no. 58.

Proceed to the complaint of the injured party. " has been replaced by art. 1, L. November 6, 2012, n. 190 . www.altalex.com/index.php?idnot=36507

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(2) Paragraph as amended by Legislative Decree no. January 27, 2010, n. 39 .

Article 2636.

Undue influence over.

Anyone with simulated or fraudulent acts, determines the majority in the assembly, in order to procure for himself or others an unjust profit, shall be punished with imprisonment from six months to three years.

Article 2637.

Agiotage.

Whoever spreads false information or places in sham transactions or other devices capable of provoking a significant change in the price of financial instruments not listed or for which it has not received a request for admission to trading on a regulated market, or to affect significantly custody that puts the audience in the financial stability of banks or banking groups, shall be punished with imprisonment of one to five years.

Section 2638.

Obstruction of the functions of the supervisory autoritàpubbliche.

Directors, general managers, managers responsible for preparing corporate accounting documents, auditors and liquidators of societào government agencies and other entities subject by law to autoritàpubbliche supervisory, or bound to obligations to them, which in communications to the above autoritàpreviste under the law in order to obstruct the exercise of the supervisory functions, such facts are not true, still subject to evaluation on the economic, equity or financial subject to supervision or for the same purpose, conceal with other fraudulent means, in whole or in part facts that should have communicated, concerning the same, shall be punished with imprisonment from one to four years. The punibilitàè extend to cases where the information concerns assets held or managed by societàper third parties.

Shall be punished with the same penalty directors, general managers, managers responsible for preparing corporate accounting documents, auditors and liquidators of companies or entities and other persons subject by law to supervision or autoritàpubbliche required to obligations to them , who, in any form, including omitting the communications due to its competent authority, knowingly obstruct the functions.

The penalty is doubled in the case of companies listed on regulated Italian or other EU Member States or widely distributed among the public that under Article 116 of the consolidated text of the decree of 24 February 1998, n. 58.

Art 2639.

Extension of subjective qualifications.

For offenses under this title subject formally invested with the title holder or the intended function of the civil law is to be equated with those who are required to perform the same function, otherwise qualified, or who carries out a continuous and meaningful powers typically attach to the or to the function.

Except in cases of application of the rules regarding the crimes of public officials against the public administration, the penalty provisions relating to directors shall also apply to those who are legally responsible by the judicial or public duty of supervising manage the company or assets the same held or managed on behalf of third parties.

Art 2640. mitigating circumstance. www.altalex.com/index.php?idnot=36507

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If the facts provided as a crime in the preceding articles have caused offense particularly slight the penalty is reduced.

Art 2641.

Confiscation.

In the event of a conviction or penalty upon the parties' request for an offense under this title is the confiscation of the product or profit of the offense and the property used to commit it.

When it is not possible the detection or apprehension of the goods specified in the first paragraph, the confiscation relates to a sum of money or goods of equivalent value.

For matters not provided for in the preceding paragraphs shall apply the provisions of Article 240 of the Criminal Code.

[Art 2642.

Communications of the sentence] ( 1 ) (1) Article implicitly repealed by Legislative Decree 61/2002 . ( More >> )

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