Delibera n. 22923, adozione del Regolamento sull’emissione e circolazione in forma digitale di strumenti finanziari Data di pubblicazione: 07/12/2023 Data di adozione: 06/12/2023

On 7 December 2023, Consob published Resolution No. 22923 concerning the adoption of the regulation on the issuance and circulation of financial instruments in digital form, following a public consultation, please also note Event ID#22005. For the issuance of digital financial instruments not traded on a trading venue and therefore not covered by the pilot regime for DLT market infrastructures, the national legislator has stipulated the need to use digital circulation registries maintained by registry operators listed in a specific list kept by Consob.
The Resolution, in line with the Fintech Decree, defines the principles and criteria related to the establishment and maintenance of the list of registry operators for the digital circulation of financial instruments and their forms of advertising. It regulates the procedures for submitting applications for registration of registry operators and the registration procedure, identifying possible causes of suspension and requiring an explanatory technical report that includes a risk analysis. The regulation governs the responsibilities of the registry operator by establishing the minimum content of information on the operational methods of the registry.
The Fintech Decree designates in Art.19 banks, investment firms, market operators, financial intermediaries, payment institutions, electronic money institutions, insurance or reinsurance companies, issuers of financial instruments other than the aforementioned, and new operators specializing in such activities as eligible registry managers.
Through this Resolution, Consob formally establishes the list of registry managers for digital circulation, defining the necessary requirements.
Part I covers General provisions, including regulatory sources, organizational unit responsible for the process, and communication methods with Consob via PEC.
Part II consists of three titles:
– Title I establishes the list of managers for digital circulation, categorized into five sections corresponding to different types of entities authorized to act as registry managers
– Title II defines the procedure for registration and deletion from the list. The registration request must contain all relevant information to demonstrate compliance with the decree’s requirements and must be accompanied by a detailed technical report. Consob has 20 working days to evaluate the request, during which missing documentation can be requested, and a further 30 days for its submission. The process may be suspended for up to 60 days if additional information is requested. Consob may appoint an independent auditor during the inquiry to assess the registry’s suitability
– Title III outlines the activities of the registry manager, requiring them to disclose specific information in a public document indicated in attachment 3.
Furthermore, the Regulation has three appendices: Appendix 1 provides instructions for submitting a registration request to be listed as a registry manager. For all applicants, the application must be accompanied by an illustrative technical report, specified in Appendix 2 , the transition strategy referred to in Article 14, any other additional documents demonstrating compliance with the decree’s requirements. For entities, outlined in Article 19, paragraph 1, letters c) and d), additional documents, such as corporate records, proof of registration, minutes of meetings, and insurance policies, are necessary.
The technical report of Appendix 2 must provide a general overview of the use of distributed DLT. The report should explain the operational rules and permission allocation methods for key DLT functions. Additionally, it must cover the support infrastructure, the consensus protocol characteristics, and performance metrics, along with risk mitigation and security measures.
Appendix 3 mandates the registrant to describe the categories of financial instruments recordable in the registry, offered services, operational models for investor control of access to financial instruments, payment methods for digital financial instruments operations, operational methods of the registry, and protective devices for its functionality.
The Resolution entered into force the day after its publication in the Official Gazette, i.e. on 19 December 2023.