Identifying the beneficial owner of a company whose sole shareholder is a natural person is trivial. The real work begins when holding companies, fiduciary companies, foreign vehicles and shareholder agreements stand between the customer and the natural person. In these cases, reconstructing the chain of control is the only way to reach the real UBO, and the stakes have risen: with Legislative Decree No. 122 of June 10, 2026, published in the Italian Official Journal No. 156 of July 8, 2026, Italy transposed the provisions of Directive (EU) 2024/1640 (AMLD6) on access to the Beneficial Ownership Register, rewriting Article 21 of Legislative Decree 231/2007 and introducing the new Articles 21-bis to 21-septies.
Among the new features, obliged entities’ access to the register is expressly tied to customer due diligence obligations, while certain categories of persons with a legitimate interest will also be able to consult historical information and a detailed description of the ownership or control structure. In other words, the chain of control becomes data that can be consulted and verified: those who reconstruct it poorly have fewer excuses.
What is meant by chain of control
The chain of control is the sequence of shareholdings and relationships linking the customer to the natural person who ultimately owns or controls it. It is not the same as the list of first-level shareholders: a holding company that owns 60% of the customer is not the beneficial owner, it is just a link. The path only ends when you reach one or more natural persons.
The criteria set out in Article 20 of Legislative Decree 231/2007
For corporations, the law sets out criteria to be applied in sequence, not interchangeably at will:
- Ownership criterion: a shareholding of more than 25% of the capital, held directly or indirectly through subsidiaries, fiduciary companies or nominees.
- Control criterion: if ownership cannot be determined, you look at control within the meaning of Article 2359 of the Italian Civil Code, that is, a majority of votes at the ordinary shareholders’ meeting, votes sufficient to exercise a dominant influence, or particular contractual ties.
- Fallback criterion: when neither of the previous two gives a clear result, the beneficial owner is identified as the persons holding powers of administration, management or legal representation.
The framework is set to be harmonized further: Regulation (EU) 2024/1624 (AMLR), applicable from July 10, 2027, adopts a threshold of 25% or more and places ownership and control permanently side by side. We covered this in Beneficial ownership at 25%: what changes with AMLR and AMLD6.
How to reconstruct the chain of control step by step
- Take a snapshot of the first level: an up-to-date company register extract for the customer, the list of shareholders with exact stakes, and any voting rights that differ from the capital stake.
- Classify each shareholder: natural person, Italian company, foreign entity, trust or similar arrangement, fiduciary company. Each type requires different sources.
- Move up a level for each shareholder that is not a natural person, repeating the step until every branch ends in a natural person or a documented dead end.
- Calculate the effective shareholding by multiplying the stakes along the branch, while keeping the ownership calculation separate from the analysis of control: a diluted stake can coexist with full control.
- Check agreements and special rights: shareholder agreements, multiple or limited voting shares, usufruct and pledges on shares, powers to appoint directors.
- Cross-check the names you find against sanctions lists, PEP lists and adverse media, because the chain serves to assess risk, not just to fill in a field.
- Document everything: sources, consultation dates, assumptions made and the rationale for the choice of criterion. It is the audit trail the supervisory authority will ask to see.
The most common mistakes
- Stopping at the register: the self-declared data in the Beneficial Ownership Register must be verified, not passively accepted.
- Confusing stake and power: whoever holds 15% but appoints the board controls the company.
- Ignoring foreign branches: jurisdictions with limited transparency require enhanced due diligence, not a shortcut to the fallback criterion.
- Treating the analysis as a one-off: the chain changes with every corporate transaction and must be kept under ongoing monitoring.
- Unresolved namesakes: without disambiguation, different people get linked to the same node, with cascading false positives.
How AegisX helps you
Manually reconstructing a chain across multiple levels and jurisdictions can take hours per case, and the result quickly goes out of date. Lensis automates tracing the chain of control, calculates indirect shareholdings and returns the corporate tree with the beneficial owners and the sources used, ready for the customer file. Monitus completes the picture by screening the names identified against sanctions lists, PEP lists and adverse media, with ongoing monitoring and fewer false positives thanks to identity disambiguation.
This is how compliance becomes a strategic advantage: less time spent looking for documents, more time devoted to risk decisions. Contact the AegisX team to see Lensis and Monitus applied to your real cases.
This article is for informational purposes only and does not constitute legal or compliance advice.
