ITALY Trends and Developments Contributed by: Giuseppe Fornari, Enrico Di Fiorino, Emanuele Angiuli and Lorena Morrone, Fornari e Associati Studio Legale
the “technical specifications of the electronic format of the single corporate communication”, necessary for the transmission of the data of the beneficial owners to the business register (according to the provisions of Section 3 (5) of Ministerial Decree No 55/2022). The preamble points out that, in agreement with the MEF, Section 7 (1) of Ministerial Decree No 55/2022 must be disapplied. Section 7 (1) of Ministerial Decree No 55/2022 provides that the first name, surname, month and year of birth, and country of residence and citi - zenship of the beneficial owners are accessible to the public without any kind of limitation. In the course of 2023, two additional implementing decrees were published: • the MIMT Decree of 16 March 2023 (published in the Official Gazette on 28 June 2023) and related annex, which define the models for the release of certificates and copies (including digital ones) relat - ing to beneficial ownership information; and • the MIMIT Decree, in agreement with the MEF, of 20 April 2023 (published in the Official Gazette on 28 June 2023) which defines the amounts of secre - tarial fees to be paid for practices and outputs on beneficial ownership. On 15 October 2024, the Council of State suspended the operation of the Register with Order No 8248/2024. The Council of State found that the provisions of the implementing decrees could potentially violate Arti - cles 7 and 8 of the Charter of Fundamental Rights of the European Union, which protect the right to pri - vacy and personal data. For this reason, the Council of State referred six preliminary questions to the Court of Justice of the European Union, concerning the inter - pretation and the validity of EU Directive No 2015/849. A further significant legislative development occurred with Legislative Decree No 210 of 31 December 2025, effective from 9 January 2026, which supplemented Legislative Decree No 231/2007. This Decree imple - ments Section 74 of EU Directive 2024/1649 and introduces stricter rules governing access to the Register, which is no longer granted to the general public without distinction. Instead, subjects other than competent authorities and obliged entities must dem -
onstrate the existence of a “qualified interest” in order to obtain access. These amendments shift from full to selective trans - parency, tiering access to beneficial ownership data by subject and interest. While aligned with EU law and CJEU jurisprudence, the system may prove operation - ally complex for practitioners. Furthermore, the Decree provides that a subsequent measure of the Ministry of Economy and Finance, adopted in agreement with the Ministry of Enterprises and in consultation with the Data Protection Authority, will define the procedural rules governing access to the Register, including the verification of the “qualified interest” requirement, legal remedies available in case of refusal by the competent administrative authority, and the criteria for assessing exclusion grounds. As such, although the Decree represents an important step towards the Register’s effective implementation, further intervention from both the EU and national law - On 10 March 2023, the Italian government issued Legislative Decree No 24/2023 (“the Decree”), which comprehensively regulates “the protection of persons who report breaches of Union law” and “breaches of national legislation”. The new legislation raised, and still raises, both inter - pretative and operational issues not yet fully resolved despite concerted efforts. As such, companies are called upon to make a complex adjustment to the new whistle-blowing legislation, in order to avoid the imposition of administrative fines, the extent of which (unlike many other issues regulated by the Decree) has been very clear from the outset. In this scenario, of particular importance and support for companies are the guidelines adopted by the Ital - ian National Anti-Corruption Authority ( Autorità Nazi- onale AntiCorruzione or ANAC) with Resolution No 311/2023 of 12 July 2023 and the Operational Guide for Private Entities issued by Confindustria in October 2023. These sources of soft law have been designed to provide guidance to companies which are subject makers is needed. Whistle-Blowing
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