ENAnti-money laundering · Beneficial owner
The beneficial owner is calculated. From 2027 it is calculated in a different way.
Today it is identified by article 20 of D.Lgs. 231/2007, in a cascade: ownership, then control, then the residual criterion. From 10 July 2027 it is identified by articles 51-54 of Regulation (EU) 2024/1624, in parallel, with a uniform threshold, the multiplier method for chains and the end of the residual criterion. Below, the two regimes, the calculation with numbers, the structures that hide the owner and what we deliver so that the verification stands up to a review.
Today · article 20 of D.Lgs. 231/2007
Three criteria, one after the other.
The decree defines the beneficial owner as the natural person to whom ownership of the entity, direct or indirect, or control of it, can be attributed. The criteria apply in sequence: we move on to the next only if the previous one does not identify a person unambiguously. For each, what the rule says, how it applies and how Complify does it.
Paragraph 2 · Ownership
More than 25% of the capital, directly or through subsidiaries, trust companies or an intermediary.
How it applies. Direct ownership: a shareholding above 25%. Indirect ownership: the same percentage held through a chain of companies subsidiaries, that is, one in which there is control at every level; a 40% stake in an intermediate company is not a “controlled company”, and the chain stops there.
Where Complify does it. The beneficial ownership document reconstructs the company's shareholding structure from the Register, traces each shareholder that is a legal person back to its register and writes, at every level, the share and whether there is control. The result says who exceeds 25% and by which route.
Paragraph 3 · Control
Majority of votes, votes sufficient for a dominant influence, contractual ties that give a dominant influence.
How it applies. Only if the ownership structure does not identify a person unambiguously: it is the second step of the cascade. Control is read in shareholders' agreements, in the articles of association, in the special rights of shareholders and in shares which, added together, give a majority at an ordinary meeting.
Where Complify does it. Where ownership is not enough, the document shows the powers and rights recorded in the Register and reads them; where the Register records them in free text, it reads them with the help of artificial intelligence. The analyst notes the choice.
Paragraph 5 · Residual criterion
If ownership and control are not enough, the beneficial owner is whoever has powers of legal representation, administration or management.
How it applies. It is the last resort, and the rule requires that it stay that way: using it when the chain is merely laborious, and not truly unsolvable, is the mistake a review finds first. Paragraph 6 requires a record to be kept of the checks made to exclude the previous criteria.
Where Complify does it. The document states the criterion by which each person is qualified and, when it reaches the residual one, writes why the other two did not give an answer: levels traversed, registers queried, shares found. It is the record of paragraph 6, already written.
From 10 July 2027 · article 52 of the AMLR
The multiplier method, with the numbers.
Regulation (EU) 2024/1624 defines ownership interest as 25% or more of the shares, voting rights or other interests, including rights to profits and to the liquidation balance. For indirect ownership the rule is written down: along each chain of intermediate companies are multiplied the shares; if the same person reaches the company through several chains, the results are added. The diagram alongside shows the two cases in which the result differs from article 20.
- Person A has 40% of Company H, which has 80% of the company. With the multiplier: 40% × 80% = 32%, beneficial owner by ownership. Under paragraph 2 of article 20 this did not emerge: H is not a company controlled by A, and the chain stopped.
- Person B has 20% directly and 30% of Company K, which has 30% of the company. By addition: 20% plus 30% × 30%, that is 20% + 9% = 29%, beneficial owner. Neither route, on its own, exceeds the threshold.
- Is Company H itself controlled? Then article 54 applies: whoever controls a company that holds an ownership interest in the company is a beneficial owner even if the multiplier does not reach 25%. The two criteria are assessed in parallel (article 51), and one does not exclude the other.
The regulation applies from 10 July 2027. Until then article 20 applies, but a chain reconstructed today with both readings does not have to be redone in two years.
Regulation (EU) 2024/1624
Eight things that change in verifying the beneficial owner.
The table puts today's rule alongside the one that applies from 10 July 2027, with the article of the regulation at the end of each. The rows with a star change the way of calculating, and are the ones on which the algorithm was rewritten.
| The algorithm changes | Today · D.Lgs. 231/2007 | From 10 July 2027 · AMLR |
|---|---|---|
| The criteria apply one after the other. First we look at who owns; we move on to control only if ownership does not give an unambiguous answer. | Ownership and control are both examined, every time, each independently of the other. Whoever exercises control is a beneficial owner even when someone else exceeds the ownership threshold (art. 51). | |
| Control is described in three lines: majority of votes, dominant influence at the meeting, contractual ties. The rest is decided by practice, and varies from country to country. | Control has a written list: majority of the votes; power to appoint or remove the majority of the body; veto and decision rights; decisions on profits and assets; formal and informal agreements between shareholders; family ties; nominee arrangements (art. 53). | |
| ★ | Whoever exceeds 25% of the capital is a beneficial owner. The threshold changes from country to country, and a foreign chain has to be read with each country's threshold. | The threshold is 25% or more, the same throughout the Union: exactly 25%, which is outside today, comes in. For the highest-risk categories the Commission may lower it, down to 15% (art. 52). |
| Shareholdings in the capital and voting rights are counted. | Also counted are the rights to profits, to the liquidation balance and to other internal resources: a small share with large economic rights counts (art. 52). | |
| ★ | Indirect ownership passes through subsidiaries: control is needed at every level, and the way to add up the shares is not written down. Every country does it its own way. | One method only, the multiplier: along each chain the shares are multiplied, across several chains they are added. A 40% holding in a company that owns 80% is worth 32%, even without control over the intermediate company (art. 52). |
| ★ | If in a multi-level structure one person owns and another controls, the law does not say which prevails. | The rule says so: whoever controls a company that holds an ownership interest is a beneficial owner, and so is whoever holds an ownership interest in a company that they control. It reads from the top, level by level, before any other calculation (art. 54). |
| ★ | If ownership and control are not enough, the beneficial owner becomes whoever has powers of representation, administration or management. There is always a name. | The fallback disappears. Once all means are exhausted, the entity declares that the owner cannot be identified, explains why and reports the senior managing officials as such, without calling them beneficial owners (art. 63). |
| ★ | A record is kept of the checks made and their outcome (art. 20, paragraph 6). | It must be possible to demonstrate the path: which registers were queried, which shares were found, how the calculation was made, why one criterion was chosen and not the other. The outcome alone is not enough (arts. 20 and 63; RTS on customer due diligence). |
What the algorithm does · threshold and multiplier
Multiplies and adds, in every country.
For each natural person found at the end of a chain, the algorithm calculates the indirect share by multiplying the shares of the levels and adding the paths that lead to the same person. The threshold is configurable: 25% or more for the AMLR, above 25% for article 20, and the document writes which one it used.
The registers are those of the country in which each intermediate company is entered: the chain changes register at every border, and shares are read in the country's format, shares, voting rights or other kinds of interest.
What the algorithm does · parallel criteria and multi-level structures
Ownership and control, in parallel and from the top.
At each level two questions are asked: who has an ownership interest and who exercises control. Where the answers sit at different levels, article 54 applies: the controller of a qualifying shareholder and the qualifying shareholder of a controller are both beneficial owners.
Control is sought in the forms typified by article 53: majority of votes, appointment of the majority of the body, veto, agreements, family ties, nominees. Where the register does not show them, the document says so, and the reading is not invented.
What the algorithm does · end of the fallback and audit trail
When it finds nothing, it says so and documents it.
A chain that breaks, in a country with no accessible register, in a trust with no identifiable beneficiaries, in a bearer instrument, does not produce a convenient beneficial owner: the document states the level at which it stopped and why, lists the senior managing officials as such and leaves the decision under article 42 to the obliged entity.
The path stays written: companies traversed, shares at every level, calculation, sources with the date, analysts' notes. It is the record of paragraph 6 today and the demonstrability that the AMLR asks for tomorrow.
Structures that hide the owner
Layering, trust companies (fiduciarie), trusts: where the chain gets complicated.
The legal owner and the beneficial owner do not coincide by construction in three cases, and these are the three that a review looks at first. For each, what the algorithm looks for and what the document writes.
01
Multi-level structures
A person, then a company in one country, then another in a second country, then a third, and finally the operating company: each level moves the name further from the register. The algorithm goes up until it finds natural persons, multiplies the shares and changes register at every border. The number of levels, the countries traversed and the presence of nominees enter the risk profile as complexity indicators, which is what the AMLA RTS ask to be assessed in place of a rigid definition.
02
Trust companies (fiduciarie) and nominee holdings
A trust company or a nominee appears in the register, but acts on behalf of somebody else. Article 20 already provides for this (“through trust companies or an intermediary”), article 22 of the decree requires the customer to provide in writing, under its own responsibility, the information on the beneficial owner, and article 53 of the AMLR qualifies nominee arrangements as control by other means. The document flags the trust company, asks for the mandate to be resolved and, until it arrives, says that the chain is open.
03
Trusts, foundations and similar institutions
For trusts the beneficial owners are the settlor, the trustee, the protector if there is one, the beneficiaries and anyone who exercises control (article 20, paragraph 4, of the decree; article 58 of the AMLR, and article 57 for foundations and similar institutions). When a trust or a foundation holds the shares of a company, all of its beneficial owners are beneficial owners of the company (article 55). The document lists each of them with their role, and does not choose just one.
The identifiers that foreign registers give to companies stay in the document, because they allow the check to be repeated; people are matched on the codice fiscale or the date of birth, never on the name alone, which in the registers changes order and spelling.
What we deliver
The beneficial ownership document, in every country.
It is the service Titolarità effettiva worldwide: the ownership chain of a company, Italian or foreign, down to natural persons, using the criteria of article 20 today and those of the AMLR from 2027. For any company in the group, the service Groups worldwide reconstructs the whole tree, up to the parent company and all the branches.
Three levels of depth
- Basic: the company's shareholding structure and the beneficial owners declared in the registers, with the direct share.
- Extended: tracing the chain upwards through the registers of every country it crosses, with the calculation of the indirect share.
- Top: the chain down to the last level, with nominee arrangements resolved, trusts with their roles and control by other means, annotated by the analysts.
What it says
- Every company traversed, with register, identifier and date of the data.
- Every share, at every level, and the calculation leading to the indirect share.
- The criterion by which each person is qualified: ownership, control, article 54, or “not identifiable” with the reason.
- The analysts' notes on the choices made along the chain; the analysts reconstruct and validate the chain, and artificial intelligence helps them summarise the reconstructed chain.
- The sources, with the date to which each item of data refers. The document is fixed to that date and states it.
How it arrives
- On the platform, via API or by email, in other languages of the Union as well.
- Inside the company file, alongside financial statements, officers with signing powers, adverse records and screening.
- In the customer due diligence of ComplifyADV, as a section of the case, and in monitoring: a change in the beneficial owner reopens the case.
Sources. Regulation (EU) 2024/1624, articles 51, 52, 53, 54, 55, 57, 58 and 63 (Official Journal of the European Union); Legislative Decree no. 231 of 21 November 2007, articles 20, 22 and 42 (Normattiva); AMLA, final report on the regulatory technical standards under article 28, paragraph 1, of the AMLR, 30 September 2026. Checked on 9 October 2026. This page offers orientation; it does not replace the official texts or an opinion on your case.
Frequently asked questions
The questions we are asked on this topic.
Who is the beneficial owner under article 20 of D.Lgs. 231/2007?
The natural person to whom ownership of the entity, direct or indirect, or control of it, can be attributed. Ownership is direct with a shareholding above 25% of the capital; it is indirect when the same percentage is held through subsidiaries, trust companies or an intermediary (paragraph 2). If the ownership structure does not identify a person unambiguously, control is considered: majority of votes, votes sufficient for a dominant influence, contractual ties (paragraph 3). If not even control is enough, as a residual measure the beneficial owner is whoever holds powers of legal representation, administration or management (paragraph 5). A record is kept of all the checks made (paragraph 6).
What changes with Regulation (EU) 2024/1624 from 10 July 2027?
Six things, and each changes the algorithm. The two criteria, ownership interest and control, are assessed in parallel and no longer in cascade (article 51). The threshold becomes 25% or more, uniform across the Union, and includes rights to profits and to the liquidation balance (article 52). Indirect ownership is calculated by multiplying the shares along each chain and adding the chains (article 52). Control is typified: majority of votes, appointment and removal of the majority of the body, veto rights, decisions on profits, agreements, family ties, nominee arrangements (article 53). In multi-level structures, where ownership and control sit at different levels, article 54 says who is the beneficial owner. The residual criterion disappears: once all means are exhausted, the entity declares that the owner cannot be identified, gives reasons, and reports the senior managing officials without qualifying them as beneficial owners (article 63).
How is indirect ownership calculated with the multiplier method?
Along each chain the shares are multiplied; if the same person reaches the company through several chains, the results are added together. A person who holds 40% of a company that holds 80% of the company holds 32%: a beneficial owner, even if they do not control the intermediate company. A person with 20% directly and 30% of a company that holds 30% of the company reaches 20% plus 9%, that is 29%: a beneficial owner by addition. Under the controlled-company criterion of article 20, paragraph 2, the first did not emerge by ownership and neither did the second. The multiplier does not replace control: the two criteria are read together (articles 51 and 54).
How do you reconstruct a chain that crosses several countries?
We start from the company, Italian or foreign, and go up every level in the registers of the country where the intermediate company is entered, until we reach the natural persons. At every step the document writes the source, the date of the data and the choice made: share multiplied or control, nominee arrangement resolved, trust with its beneficiaries, level at which the chain breaks and why. Three levels of depth, basic, extended and top, according to the risk of the position. The analysts reconstruct and validate the chain; artificial intelligence helps them summarise the reconstructed chain.
What remains documented for review and inspection?
The whole path: the companies traversed, the shares at every level, the calculation of the indirect share, the sources with the date, the analysts' notes and the criterion by which each person was qualified. It is the record that paragraph 6 of article 20 requires today and that article 63 of the regulation requires even when the owner is not found. The document is fixed to the date of the data and states it: the one on which you based your decision can be read again as it was.
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