Beneficial ownership register: New access rules enter into force

The new legislation is intended to remedy what had become, in practice, indiscriminate access to the register’s data—a situation that prompted the Council of State to suspend the register’s operation pending the EU Court of Justice’s ruling on whether the prior Italian regime was compatible with EU law. What follows is a concise overview of the current framework, the issues that have emerged, and the impact of the newly introduced measures.

The legal context

Pursuant to Article 21 of the AML Decree, the following are required to submit information on beneficial ownership:

(a) Companies with legal personality registered in the companies register

(b) Private legal persons registered in the register of private legal entities

(c) Trusts and similar legal arrangements that are established or resident in Italy and produce legally relevant effects for tax purposes

Such information is maintained in a dedicated section of the companies register (the “AML Register”). Access is granted to authorities and qualified persons (including the Ministry of Economy and Finance, supervisory authorities, the Financial Intelligence Unit, and the National Anti-Mafia and Counter-Terrorism Directorate) and to obliged entities as part of customer due diligence procedures.

Public access is also contemplated, limited to the identifying data of the beneficial owner, and the criteria for determining beneficial ownership (as provided in Article 20 of the AML Decree). Under the prior regime, such public access could be limited or excluded only in exceptional cases where it would entail disproportionate risks to the beneficial owner (e.g., fraud, extortion, intimidation) following a case-by-case assessment.

However, the operation of the AML Register was suspended following the orders of the Council of State of October 15, 2024, and May 17, 2024, which raised preliminary issues regarding the compatibility between national legislation and EU law. In particular:

(i) the lawfulness of the registration obligation for fiduciary companies

(ii) the notion of “legal arrangements similar to trusts” and, above all

(iii) the proportionality of public access to beneficial owners’ data with respect to the right to protection of personal data, enshrined in Regulation (EU) 2016/679 (General Data Protection Regulation, GDPR).

The ruling of the EU Court of Justice, therefore, will be decisive in defining the concrete scope of application of the AML Register.

What’s new

Article 74 of the AML Directive, transposed by the legislative amendment in question, intervenes on the issue of access to information on the beneficial ownership of companies and legal persons (as well as trusts or similar legal arrangements), providing that such information is accessible:

(a) to the competent authorities and FIUs (FIUs for Italy), without any restrictions

(b) obliged entities, as part of customer due diligence

(c) to any person or organisation that, however, is able to demonstrate a legitimate interest.

In contrast with this provision, as we have seen, Article 21, paragraph 2, letter (f) of the AML Decree, in its (now previous) version, allowed a substantially generalized access to the public, subject to the mere payment of administrative fees.

The new legislative decree of December 31, 2025, modifies this framework: access by private individuals, including stakeholders of widespread interests, is allowed (subject to payment of fees) only if the applicant holds a “relevant and differentiated legal interest,” when “knowledge of beneficial ownership is necessary to take care of or defend an interest corresponding to a legally protected situation,” and if it has “concrete and documented evidence of the mismatch between beneficial ownership and legal ownership.” The interest must be “direct, concrete and current” and, for entities representing widespread interests, must not coincide with the interests of individuals belonging to the category represented.

In short, access is no longer open to the “general public”—for entities other than authorities and obliged entities, a legally qualified interest must be shown.

It is further provided that a decree of the minister of Economy and Finance, in agreement with the minister of Economic Development and after consultation with the Data Protection Authority, will set the timelines, competences, and procedures for processing access requests to the AML Register, including the assessment of grounds for exclusion and the existence of the qualified interest under Article 21, paragraph 2, letter (f), as well as the means of protection against any denial by the competent administration. It therefore remains to be seen, in practice, how such interest will be evaluated and in which cases it will not be recognized.

Conclusions and key takeaways

• The new legislation represents a significant step in the process of transposing the sixth Anti-Money-Laundering Directive, helping to close the gap vis-à-vis EU obligations and addressing data protection concerns relating to beneficial owners that led to the suspension of the AML Register.
• The measure’s full effectiveness remains contingent on the ongoing suspension of the AML Register and on the decision of the Court of Justice of the European Union on the preliminary references raised by the Council of State. This ruling will better clarify the scope of lawfulness of public access to beneficial owners’ data in the light of the principles of proportionality, confidentiality and protection of fundamental rights, and will provide important guidance for the AML Register’s practical operation.
• The decree is an important, though not definitive, development: the effective operation of the AML Register will depend on the outcome at EU level and on the national legislature’s ability to promptly implement the guidance that follows.