Ultimate Beneficial Owners in Italy

Yes, in Italy the identification and registration of UBOs is primarily governed by Legislative Decree No. 231 of 21 November 2007, adopted and amended in compliance with the European Union legislation, and primarily with Directive (EU) 2015/849, as amended.  The regulatory framework is further specified by Ministerial Decree No. 55 of March 11, 2022, and related administrative acts.

Pursuant to Article 21 of the aforementioned Decree No. 231/2007, entities such as companies, trusts, foundations and other private legal entities are required to obtain, maintain, and update adequate, accurate, and current information on their beneficial ownership. This information must be recorded in a specific section of the Companies Register (Registro delle Imprese), managed by the Chambers of Commerce, within the framework of the so-called Register of Beneficial Owners (Registro dei titolari effettivi).

The implementing provisions for the operational functioning of this register were introduced by Ministerial Decree No. 55 of March 11, 2022, which became effective in 2023. Entities falling within its scope are obliged to file beneficial ownership information electronically and to update such data at least annually or upon any relevant change.

However, the UBO Register is currently suspended, as better explained below.

Pursuant to Article 20 of Legislative Decree No. 231/2007, an individual qualifies as a UBO if they ultimately own or control a legal entity through direct or indirect ownership of a sufficient percentage of shares or voting rights, or through other means of control.

In a capital company, a threshold of more than 25% of ownership in the corporate capital (held either directly or indirectly) is indicative of UBO status. Where such ownership cannot be identified, the UBO is the person who (directly or indirectly) controls the majority of the voting rights or exercises a dominant influence.

In private entities (e.g., associations, foundations), the founders, the beneficiaries and the directors and legal representatives are collectively identified as UBO.

Where the ownership or control described above cannot be identified, the managing officials (e.g., legal representatives, directors) may be designated as UBOs under a residual presumption.

According to Article 4 of Ministerial Decree No. 55/2022, entities subject to the obligation must submit and update the following information to the UBO Register (Registro dei titolari effettivi) managed by the Chambers of Commerce:

• UBO’s full name, date and place of birth, residence;
• UBO’s nationality;
• UBO’s tax identification number (Codice Fiscale);
• UBO’s certified email (‘PEC’);
• Entity’s name and registered office or trust’s (or and similar legal arrangements’) name and details of the trust deed;
• the means by which control is exercised, or ultimately the powers of legal representation, administration or management of the entity, as exercised by the beneficial owner;
• for trusts and similar legal arrangements, details of the settlor, trustee, protector (if any), beneficiaries, and other persons exercising effective control.

However, the UBO Register is currently suspended, as a result of rulings by the EU Court of Justice and the Italian Supreme Administrative Court (Consiglio di Stato), as explained in more detail under point 5 below. This suspension has caused uncertainty among operators regarding the scope of the suspension. Consequently, while some Chambers of Commerce have suspended the UBO Register entirely, others are still accepting submissions of UBOs information. In this regard, the Ministry of Economics and the Union of Chambers of Commerce clarified in 2024 that the suspension is general and also applies to the obligation to submit information and to the relevant sanctions.

Being identified as a UBO does not, per se, entail legal liabilities or obligations beyond disclosure. However, in the context of anti-money laundering (AML) compliance, Politically Exposed Persons (PEPs) identified as UBOs are subject to enhanced due diligence by financial institutions or competent authorities. Furthermore, failure to cooperate in the disclosure process may lead to legal repercussions for the legal entities involved and potentially for the individual, particularly if it is found that there was an intent to conceal ownership or control for illicit purposes.

Access to UBO information is regulated under Article 21 of Legislative Decree No. 231/2007 and Articles 5 to 8 of Ministerial Decree No. 55/2022. Access to the UBO Register is differentiated according to the category of the requesting party and the nature of the request. Any access must conform to principles of proportionality, necessity, and legality, in accordance with both Italian law and EU-level privacy standards.

There are three distinct categories of access, each governed by different legal conditions:

1. competent national authorities (e.g. Ministry of Economics, the financial police – ‘Guardia di Finanza’, the National Anti-Mafia and Anti-Terrorism Directorate, the judicial authorities) have access without any restriction;
2. entities and professionals subject to Anti-Money Laundering obligations (e.g. banks, notaries, accountants, lawyers) may access only for AML due diligence purposes, upon accreditation and payment of administrative fees;
3. members of the general public may access only upon payment of administrative fees and subject to demonstration of a legitimate interest, which must be assessed on a case-by-case basis by the competent Chamber of Commerce.

However, following rulings No. 8245 and No. 8248 of 2024 of the Italian Supreme Administrative Court (Consiglio di Stato), the UBO Register is now suspended. The Italian Supreme Administrative Court requested that the EU Court of Justice decide, among other things, whether granting access to the general public only upon demonstration of legitimate interest, without defining it, conflicts with EU Charter of Fundamental Rights and ECHR. The UBO Register is therefore suspended pending the decision of the European Court of Justice.

Failure to comply with UBO identification and registration obligations may result in administrative and criminal sanctions. Specifically:

• a fine ranging from € 103 to € 1,032 may be imposed for delayed or omitted filing of UBO data (Article 2630 of the Italian Civil Code);
• in cases of false declarations or intentional concealment, criminal liability may also arise under applicable provisions of the Italian Penal Code or AML legislation (imprisonment of 6 months up to 3 years and a fine ranging from € 10,000 to € 30,000, unless the conduct constitutes a more serious offence).

It should be noted that the Decree No. 231/2007 not only sanctions the companies that fail to comply with the UBO identification and registration requirements, but also those subjects obliged to conduct AML due diligence who fail to fulfil with their obligations.