Provisional text
OPINION OF ADVOCATE GENERAL
RICHARD DE LA TOUR
delivered on 11 December 2025 (1)
Joined Cases C‑684/24 and C‑685/24
Across Fiduciaria SpA,
Galvani Fiduciaria Srl,
Sfo Fiduciaria Srl
v
Presidenza del Consiglio dei ministri,
Ministero dell’Economia e delle Finanze,
Ministero delle Imprese e del Made in Italy,
Garante per la protezione dei dati personali,
Unione italiana delle Camere di commercio, industria, artigianato e agricoltura (Unioncamere),
Infocamere Scpa (C‑684/24),
other parties:
Camera di commercio, industria, artigianato e agricoltura di Roma,
Camera di commercio, industria, artigianato e agricoltura di Milano, Monza-Brianza, Lodi,
Camera di commercio, industria, artigianato e agricoltura di Bologna
and
Unione Fiduciaria SpA,
Assoservizi Fiduciari,
Torino Fiduciaria – Fiditor Srl,
Ser-Fid Italiana Fiduciaria e di Revisione SpA
v
Ministero delle Imprese e del Made in Italy,
Presidenza del Consiglio dei ministri,
Ministero dell’Economia e delle Finanze,
Garante per la protezione dei dati personali,
Unione italiana delle Camere di commercio, industria, artigianato e agricoltura (Unioncamere),
Camera di commercio, industria, artigianato e agricoltura di Milano, Monza-Brianza, Lodi,
Camera di commercio, industria, artigianato e agricoltura di Torino,
Camera di commercio, industria, artigianato e agricoltura di Roma,
Infocamere Scpa (C‑685/24),
other parties:
Aletti Fiduciaria SpA,
Camera di commercio, industria, artigianato e agricoltura di Roma,
Camera di commercio, industria, artigianato e agricoltura di Milano, Monza-Brianza, Lodi
(Requests for a preliminary ruling from the Consiglio di Stato (Council of State, Italy))
( Reference for a preliminary ruling – Internal policy of the European Union – Approximation of laws – Directive (EU) 2015/849 – Prevention of the use of the financial system for the purposes of money laundering or terrorist financing – Article 31 – Information on beneficial ownership regarding trusts and similar legal arrangements – Access by natural or legal persons with a legitimate interest – Vagueness of the concept of ‘legitimate interest’ – Fundamental rights of beneficial owners – Validity’ )
I.      Introduction
1.        How must access to information on beneficial ownership regarding legal arrangements similar to trusts (‘similar legal arrangements’) in connection with combatting money laundering and terrorist financing operate in the light of those beneficial owners’ right to respect for private and family life, right to the protection of personal data and right to an effective judicial remedy, which are protected respectively by Articles 7, 8 and 47 of the Charter of Fundamental Rights of the European Union (‘the Charter’)?
2.        There are several aspects to that question and they form the subject matter of the requests for a preliminary ruling concerning the interpretation and validity of Article 31 of Directive (EU) 2015/849, (2) as amended by Directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 2018 (3) (‘Directive 2015/849’).
3.        In the present case, the Court will have to consider the compliance, in the light of Directive 2015/849, of the choice made by the Italian legislature to designate trust mandates as similar legal arrangements subject as such to the obligation to designate their beneficial owners so that they are included in the central beneficial ownership register. It will also have to assess whether the concept of ‘similar legal arrangements’ is sufficiently clear, precise and foreseeable, as that directive does not provide a definition, and whether the trust mandates, which do not entail the transfer of ownership, may be regarded as such similar legal arrangements. It will be called upon to examine, first, whether access to information on such beneficial ownership by natural or legal persons who can demonstrate a legitimate interest, access provided for in point (c) of the first subparagraph of Article 31(4) of that directive, raises an issue of the validity of the provisions in the light of the right to respect for private and family life and of the right to the protection of personal data and, second, whether the definition of a legitimate interest adopted by the Italian legislature is consistent with the provisions of that article. The Court will have to analyse whether the competence afforded to a non-judicial body to assess the exemption from access to information, which may be granted to beneficial owners in certain exceptional circumstances, respects the right to an effective judicial remedy since, if the application for an exemption is refused, the information will be disclosed irreversibly.
4.        I will propose that the answers given to the Consiglio di Stato (Council of State, Italy), which is the referring court, should be that an interpretation of the contested provisions of Article 31 of Directive 2015/849 consistent with primary law and with the objectives of that directive is possible, that the trust mandates of trust companies are similar legal arrangements, that the legitimate interest that must be demonstrated by natural or legal persons wishing to access information on beneficial ownership can be specified as the Italian legislature does, and that the assessment of the exceptional circumstances that can justify an exemption from access to information on beneficial ownership can be carried out, subject to certain conditions, by a non-judicial body.
II.    Legal framework
A.      European Union law
1.      Directive 2015/849
5.        Recitals 14
and 17 of Directive 2015/849 state:
‘(14)      The need for accurate and up-to-date information on the beneficial owner is a key factor in tracing criminals who might otherwise hide their identity behind a corporate structure. Member States should therefore ensure that entities incorporated within their territory in accordance with national law obtain and hold adequate, accurate and current information on their beneficial ownership, in addition to basic information such as the company name and address and proof of incorporation and legal ownership. … Member States should also ensure that other persons who are able to demonstrate a legitimate interest with respect to money laundering, terrorist financing, and the associated predicate offences, such as corruption, tax crimes and fraud, are granted access to beneficial ownership information, in accordance with data protection rules. The persons who are able to demonstrate a legitimate interest should have access to information on the nature and extent of the beneficial interest held consisting of its approximate weight.
…
(17)      In order to ensure a level playing field among the different types of legal forms, trustees should also be required to obtain, hold and provide beneficial ownership information to obliged entities taking customer due diligence measures and to communicate that information to a central register or a central database and they should disclose their status to obliged entities. Legal entities such as foundations and legal arrangements similar to trusts should be subject to equivalent requirements.’
6.        The first subparagraph of Article 30(6) of Directive 2015/849 provides:
‘Member States shall ensure that competent authorities and [Financial Intelligence Units] have timely and unrestricted access to all information held in the central register … without alerting the entity concerned. ...’
7.        Article 31 of that directive provides:
‘1.      Member States shall ensure that this Article applies to trusts and other types of legal arrangements, such as, inter alia, fiducie, certain types of Treuhand or fideicomiso, where such arrangements have a structure or functions similar to trusts. Member States shall identify the characteristics to determine where legal arrangements have a structure or functions similar to trusts with regard to such legal arrangements governed under their law.
Each Member State shall require that trustees of any express trust administered in that Member State obtain and hold adequate, accurate and up-to-date information on beneficial ownership regarding the trust. That information shall include the identity of:
(a)      the settlor(s);
(b)      the trustee(s);
(c)      the protector(s) (if any);
(d)      the beneficiaries or class of beneficiaries;
(e)      any other natural person exercising effective control of the trust.
…
3a.      Member States shall require that the beneficial ownership information of express trusts and similar legal arrangements as referred to in paragraph 1 shall be held in a central beneficial ownership register set up by the Member State where the trustee of the trust or person holding an equivalent position in a similar legal arrangement is established or resides.
…
4.      Member States shall ensure that the information on the beneficial ownership of a trust or a similar legal arrangement is accessible in all cases to:
…
(c)      any natural or legal person that can demonstrate a legitimate interest;
…
The information accessible to natural or legal persons referred to in points (c) and (d) of the first subparagraph shall consist of the name, the month and year of birth and the country of residence and nationality of the beneficial owner, as well as nature and extent of beneficial interest held.
Member States may, under conditions to be determined in national law, provide for access of additional information enabling the identification of the beneficial owner[.] That additional information shall include at least the date of birth or contact details, in accordance with data protection rules. Member States may allow for wider access to the information held in the register in accordance with their national law.
…
7a.      In exceptional circumstances to be laid down in national law, where the access referred to in points (b), (c) and (d) of the first subparagraph of paragraph 4 would expose the beneficial owner to disproportionate risk, risk of fraud, kidnapping, blackmail, extortion, harassment, violence or intimidation, or where the beneficial owner is a minor or otherwise legally incapable, Member States may provide for an exemption from such access to all or part of the information on the beneficial ownership on a case-by-case basis. Member States shall ensure that these exemptions are granted upon a detailed evaluation of the exceptional nature of the circumstances. Rights to an administrative review of the exemption decision and to an effective judicial remedy shall be guaranteed. A Member State that has granted exemptions shall publish annual statistical data on the number of exemptions granted and reasons stated and report the data to the [European] Commission.
…
10.      Member States shall notify to the Commission the categories, description of the characteristics, names and, where applicable, legal basis of the trusts and similar legal arrangements referred to in paragraph 1 by 10 July 2019. The Commission shall publish the consolidated list of such trusts and similar legal arrangements in the Official Journal of the European Union by 10 September 2019.
By 26 June 2020, the Commission shall submit a report to the European Parliament and to the Council [of the European Union] assessing whether all trusts and similar legal arrangements as referred to in paragraph 1 governed under the law of Member States were duly identified and made subject to the obligations as set out in this Directive. Where appropriate, the Commission shall take the necessary steps to act upon the findings of that report.’
2.      Directive 2018/843
8.        Recitals 29, 30, 38 and 42 of Directive 2018/843 state:
‘(29)      In order to ensure legal certainty and a level playing field, it is essential to clearly set out which legal arrangements established across the [European] Union should be considered similar to trusts by effect of their functions or structure. Therefore, each Member State should be required to identify the trusts, if recognised by national law, and similar legal arrangements that may be set up pursuant to its national legal framework or custom and which have structure or functions similar to trusts, such as enabling a separation or disconnection between the legal and the beneficial ownership of assets. Thereafter, Member States should notify to the Commission the categories, description of the characteristics, names and where applicable legal basis of those trusts and similar legal arrangements in view of their publication in the Official Journal of the European Union in order to enable their identification by other Member States. It should be taken into account that trusts and similar legal arrangements may have different legal characteristics throughout the Union. Where the characteristics of the trust or similar legal arrangement are comparable in structure or functions to the characteristics of corporate and other legal entities, public access to beneficial ownership information would contribute to combating the misuse of trusts and similar legal arrangements, similar to the way public access can contribute to the prevention of the misuse of corporate and other legal entities for the purposes of money laundering and terrorist financing.
(30)      Public access to beneficial ownership information allows greater scrutiny of information by civil society, including by the press or civil society organisations, and contributes to preserving trust in the integrity of business transactions and of the financial system. It can contribute to combating the misuse of corporate and other legal entities and legal arrangements for the purposes of money laundering or terrorist financing, both by helping investigations and through reputational effects, given that anyone who could enter into transactions is aware of the identity of the beneficial owners. It also facilitates the timely and efficient availability of information for financial institutions as well as authorities, including authorities of third countries, involved in combating such offences. The access to that information would also help investigations on money laundering, associated predicate offences and terrorist financing.
…
(38)      Regulation (EU) 2016/679 [(4)] applies to the processing of personal data under this Directive. As a consequence, natural persons whose personal data are held in national registers as beneficial owners should be informed accordingly. Furthermore, only personal data that is up to date and corresponds to the actual beneficial owners should be made available and the beneficiaries should be informed about their rights under the current Union legal data protection framework, as set out in Regulation [2016/679] and Directive (EU) 2016/680 [(5)], and the procedures applicable for exercising those rights. In addition, to prevent the abuse of the information contained in the registers and to balance out the rights of beneficial owners, Member States might find it appropriate to consider making information relating to the requesting person along with the legal basis for their request available to the beneficial owner.
…
(42)      Member States should define legitimate interest, both as a general concept and as a criterion for accessing beneficial ownership information in their national law. In particular, those definitions should not restrict the concept of legitimate interest to cases of pending administrative or legal proceedings, and should enable to take into account the preventive work in the field of anti-money laundering, counter terrorist financing and associate predicate offences undertaken by non-governmental organisations and investigative journalists, where appropriate. Once the interconnection of Member States’ beneficial ownership registers is in place, both national and cross-border access to each Member State’s register should be granted based on the definition of legitimate interest of the Member State where the information relating to the beneficial ownership of the trust or similar legal arrangement has been registered in accordance with the provisions of this Directive, by virtue of a decision taken by the relevant authorities of that Member State. In relation to Member States’ beneficial ownership registers, it should also be possible for Member States to establish appeal mechanisms against decisions which grant or deny access to beneficial ownership information. …’
B.      Italian law
1.      Legislative Decree No 231/2007
9.        Article 1(2)(ee) of decreto legislativo n.
231 – Attuazione della direttiva 2005/60/CE concernente la prevenzione dell’utilizzo del sistema finanziario a scopo di riciclaggio dei proventi di attività criminose e di finanziamento del terrorismo nonchè della direttiva 2006/70/CE che ne reca misure di esecuzione (Legislative Decree No 231 implementing Directive 2005/60/EC on the prevention of the use of financial system for the purposes of money laundering and terrorist financing and of Directive 2006/70/EC
laying down implementing measures) (6) of
21 November 2007, in the version applicable to the disputes in the
main proceedings (‘Legislative Decree No 231/2007’), defines a ‘trust and company service provider’ as ‘any natural or legal person who, by way of its business, provides any of the following services to third parties: …
acting as, or arranging for another person to act as, a trustee of an express trust or a similar legal arrangement’.
10.      Article 20
of that legislative decree governs the identification of the beneficial owner.
11.      Article 21(3) and (4) of the Legislative Decree provides:
‘3.      Trusts … as well as similar legal arrangements, established or resident in the territory of the Italian Republic, shall be required to be registered in a special section of the Companies’ Register. The information referred to in Article 22(5) concerning the beneficial ownership of those trusts and similar legal arrangements established or resident in the territory of the Italian Republic shall be communicated, by the trustee or trustees, or by another person on behalf of the trustee or the person exercising equivalent rights, powers and authority in similar legal arrangements …
to the Companies’ Register for data storage purposes. …
4.      Access
to the information referred to in Article 22(5) concerning the beneficial ownership of trusts shall be granted to:
…
(d-bis)      private individuals, including those with a diffuse interest, who have a relevant and differentiated legal interest, in cases where knowledge of the beneficial ownership is necessary to address or defend an interest corresponding to a legally protected situation, or where they have concrete, documented evidence of non-correspondence between beneficial ownership and legal ownership. The interest must be direct, concrete and current and, in the case of entities representing diffuse interests, it must not coincide with the interest of individuals belonging to the category represented. In exceptional circumstances, access to beneficial ownership information may be denied, in whole or in part, where such access would expose the beneficial owner to a disproportionate risk of fraud, kidnapping, blackmail, extortion, harassment, violence or intimidation or where the beneficial owner is a person without legal capacity or a minor, on a case-by-case basis and subject to detailed assessment of the exceptional nature of the circumstances. …’
12.      Article 22(5) and (5a) of the same legislative decree provides:
‘5.      The administrators of express trusts …
and persons exercising equivalent rights, powers and authority in similar legal arrangements, provided that they are established or resident in the territory of the Italian Republic, shall obtain and hold adequate, accurate and up-to-date information on the beneficial ownership of the trust or of the similar legal arrangement, with this being understood to mean information about the identity of the settlor or settlors, the trustee or trustees, the protector or protectors or other persons acting on behalf of the administrator, if any, the beneficiaries or classes of beneficiaries and other natural persons exercising control over the trust or the similar legal arrangement, and any other natural person exercising ultimate control over the assets held in the trust or in the similar legal arrangement by means of direct or indirect ownership or by other means. Trustees of express trusts and persons exercising equivalent rights, powers and authority in similar legal arrangements shall retain such information for a period of not less than five years after that position as trustee has ended and shall make it readily available to the authorities referred to in Article 21(2)(a) and (b). Such trustees who, in that capacity, establish an ongoing or professional relationship or perform an occasional service shall declare their status to obliged entities.
5a.      For the purposes of this decree, entities and arrangements that, based on their structure and functions, produce legal effects equivalent to those of express trusts, also having regard to the allocation of assets to a purpose and to control by a person other than the owner, in the interest of one of more beneficiaries or for the pursuit of a specific purpose, shall be regarded as legal arrangements similar to trusts.’
2.      Ministerial Decree No 55/2022
13.      Article 1(g) of decreto del Ministero dell’Economia e delle Finanze, no
55 – Regolamento recante disposizioni in materia di comunicazione, accesso e consultazione dei dati e delle informazioni relativi alla titolarità effettiva di imprese dotate di personalità giuridica, di persone giuridiche private, di trust produttivi di effetti giuridici rilevanti ai fini fiscali e di istituti giuridici affini al trust (Decree No 55 of the Minister for the Economy and Finance implementing the Regulation laying down provisions on communication, access and consultation of data and information relating to the beneficial ownership of undertakings with legal personality, private legal persons, trusts producing legal effects relevant for tax purposes and legal arrangements similar to trusts) (7) of 11 March 2022 (‘Ministerial Decree No 55/2022’) reproduces the definition of similar legal arrangements contained in Article 22(5a) of Legislative Decree No 231/2007.
14.      Article 4(1)(e) of Ministerial Decree No 55/2022 provides for ‘the possible indication of exceptional circumstances, for the purposes of refusing access to information on beneficial ownership, within the meaning of the second sentence of Article 21(2)(f) and of the third sentence of Article 21(4)(d-bis) of [Legislative Decree No 231/2007], and the indication of an email address for receipt of the communications referred to in Article 7(3), in the capacity of interested party’.
15.      Article 7(2) and (3) of Ministerial Decree No 55/2022 provides:
‘2.      The data and information on the beneficial ownership of trusts and of similar legal arrangements … that must be registered in the special section, communicated in accordance with Article 3 and held in the special section of the Companies’ Register, shall be made available to any natural or legal person, including those having a diffuse interest, who is entitled to access those data and that information under the first and second sentences of Article 21(4)(d-bis) of [Legislative Decree No 231/2007], on the basis of the submission to the chamber of commerce with geographical jurisdiction of a reasoned request for access indicating that the conditions laid down in the first and second sentences of Article 21(4)(d-bis) are met. Within twenty days of the request, the chamber of commerce with geographical jurisdiction shall grant access or provide notification of its reasoned refusal to the party making the request, by certified email. If no response is provided within the abovementioned time limit, access shall be deemed to have been refused.
3.      …
[T]he chamber of commerce with geographical jurisdiction shall send the request for access referred to in paragraphs 1 and 2 to the interested party …
Within ten days of receipt of that request, the interested party may send a reasoned opposition …
The chamber of commerce shall assess, on a case-by-case basis, the exceptional circumstances referred to in Article 21(2)(f) and (4)(d-bis) of [Legislative Decree No 231/2007] set out by the interested party which, fully or partly, justify the refusal of access, taking into account inter alia the principle of proportionality between the risk relied upon and the interest in gaining access. The chamber of commerce with geographical jurisdiction may refuse access, in whole or in part, to the data referred to in paragraphs 1 and 2 following an assessment of the exceptional circumstances relied upon by the interested party. The reasoned refusal of access shall be communicated to the applicant …
within twenty days following the request for access. If no response is provided within the time limit, access shall be deemed to have been refused.’
III. Facts of the dispute in the main proceedings and the questions referred for a preliminary ruling
16.      Several Italian trust companies have challenged before the Tribunale amministrativo regionale per il Lazio (Regional Administrative Court, Lazio, Italy) acts by which the Italian Government included the trust mandates of trust companies among the similar legal arrangements, as a result of which those companies are required to provide beneficial ownership information regarding those mandates.
17.      Those companies include Across Fiduciaria SpA, Galvani Fiduciaria Srl, Sfo Fiduciaria Srl (‘Across Fiduciaria and Others’), Unione Fiduciaria SpA, Assoservizi Fiduciari, Aletti Fiduciaria SpA, Torino Fiduciaria – Fiditor Srl (‘Unione Fiduciaria and Others’) and Ser-Fid Italiana Fiduciaria e di Revisione SpA (‘Ser-Fid’).
18.      Their challenges were dismissed.
19.      In their appeals before the referring court, the appellants argue, in essence, that the Italian legislation is incompatible with EU legislation, that that EU legislation is itself unlawful and that the measures of Italian law are unlawful in so far as they include the trust mandates of trust companies among similar legal arrangements.
20.      Before the referring court, the parties are in debate about the validity of the provisions of Article 31 of Directive 2015/849 relating to the definition, first, of the concept of ‘similar legal arrangements’ in the light of Articles 114 and 288 TFEU and, second, the concept of the ‘legitimate interest’ that must be demonstrated by natural and legal persons in order to access beneficial ownership information in the light of Articles 7 and 8 of the Charter.
21.      Furthermore, the referring court expresses doubts as to whether the trust mandates of trust companies may be regarded as similar legal arrangements which are subject, on that basis, to the obligation to provide data to the beneficial ownership register. Moreover, that court asks about the arrangements put in place in Italian legislation to protect the right of beneficial owners to an effective judicial remedy. It notes that the assessment of the right to an exemption on grounds of exposure, inter alia, to a disproportionate risk falls to an administrative body, with no legal remedy available before the data are disclosed.
22.      In those circumstances, in Case C‑684/24, the Consiglio di Stato (Council of State) decided to stay the proceedings and to refer the following questions to the Court of Justice for a preliminary ruling:
‘(1)      Is Article 31(4) of [Directive 2015/849], permitting access to information about the beneficial ownership of a trust or similar legal arrangement, compatible with [Articles 7
and 8 of the Charter] and with [Article 8 of the European Convention on Human Rights (“the ECHR”) (8)], in so far as it permits access in all cases for any natural or legal person “that can demonstrate a legitimate interest”, without specifying and delimiting the very concept of “legitimate interest”, leaving the definition of this concept fully to the discretion of the Member State and thus creating a risk of an excessively broad definition of the subjective scope of the right of access, which could potentially undermine the fundamental rights of the individual concerned?
(2)      Are the safeguards provided for in Article 31(7a) of [Directive 2015/849]_concerning the right to an administrative review of an exemption decision (in exceptional circumstances laid down in national law) in relation to the access referred to in paragraph 4 (access permitted, in all cases, to information on the ownership of a trust or similar legal arrangement), having regard to the protections afforded by Article 47 [of the Charter] and Article 6
[ECHR],
compatible with Articles 6 and 7 of [Ministerial Decree No 55/2022], in so far as they confer on a non-judicial administrative body such as the local chamber of commerce the power to issue a decision with irreversible effect in relation to the disclosure of data, and provide for a judicial remedy of which the beneficial owner may avail only at a later stage?’
23.      In Case C‑685/24, the Consiglio di Stato (Council of State) decided to stay the proceedings and to refer the following questions to the Court of Justice for a preliminary ruling:
‘(1)      Should the term “istituti giuridici” [legal arrangements], which appears in the Italian version of Article 31(1), (2) and (10) of [Directive 2015/849], be interpreted as referring, in accordance with what can be inferred from the other main language versions and from the context and purpose of [that] directive, to the existence of an organic union of the rules and principles governing a social phenomenon, or to a concrete, specific economic and legal operation or, again, to types of economic and legal operations assessed based on their substantial characteristics, which have, in any event, a structure or functions similar to those of trusts?
(2)      Should Article 31(10) of [Directive 2015/849] be interpreted as meaning that the notifications made by the Member States and the Commission’s report to the … Parliament and to the Council do not have binding legislative force but are merely declaratory acts identifying [similar legal arrangements] present in the various legal systems, with the consequence that it is in any event for the national court and [the Court] to verify, in the event of a dispute, whether the structure or functions of those arrangements are similar to those of trusts solely on the basis of the provisions of [that] directive, as these acts supplementing [EU] law cannot be considered binding?
(3)      Should EU law and, in particular, recitals 1, 2, 4, 5[and 12 to 17] and Article 2, point 6 …
of Article 3, and Article 31
of [Directive 2015/849], and recitals 4, 5, 16, 17[and 25 to 34]
of [Directive 2018/843], be interpreted as precluding national rules such as those laid down in Article 1(2)(ee) and Articles 20, 21 and 22 of [Legislative Decree No 231/2007], in so far as they include the trust mandates of trust companies among the legal arrangements that have a structure and functions similar to those of trusts?
(4)      Does EU law and, in particular, the principle of proportionality, and the provisions in Article 31(1) of [Directive 2015/849], read in conjunction with Article 5(4) TEU and recitals 5 and 27 of [Directive 2018/843], preclude national rules such as those laid down in Articles 1(2)(ee), 20, 21 and 22 of Legislative Decree No 231/2017, in so far as they include the trust mandates of trust companies among the legal arrangements that have a structure and functions similar to those of trusts, even though the activities of these companies are subject to a number of obligations and to the supervision of various national authorities, and in view of the risks that the operations carried out could entail?
(5)      Are the provisions of Article 31(1), (2) and (10) of [Directive 2015/849] invalid on the ground that they are contrary to the provisions of Article 114
and the third paragraph of Article 288 TFEU as well as the principle of effectiveness?
(6)      Should EU law, and in particular recitals 1, 2, 5[and 12 to 17]
of [Directive 2015/849], Articles 30 and 31 of that directive, recitals 4, 5, 16[, 17] and 25 to 34 of [Directive 2018/843], Articles 6, 7, 8 and 16 of the Charter, and the principle of proportionality laid down in Article 5(4) TEU, be interpreted_also in the light of the judgment of
[22 November 2022, Luxembourg Business Registers [(9)]],
as precluding a legal provision such as that laid down in Article 21(4)(d-bis) of Legislative Decree No 231/2007 and Article 7(2) of [Ministerial Decree No 55/2022], which permits access by private individuals, including those with a diffuse interest, who have a relevant and differentiated legal interest, in cases where knowledge of the beneficial ownership is necessary to address or defend an interest corresponding to a legally protected situation, where they have concrete, documented evidence of non-correspondence between beneficial ownership and legal ownership, also requiring that the interest be direct, concrete and current and, in the case of entities representing diffuse interests, that it not coincide with the interest of individuals belonging to the category represented?’
24.      By decision of the President of the Court of
4 December 2024, Cases C‑684/24 and
C‑685/24 were joined for the purposes of the written and oral parts of the procedure and the judgment.
25.      The referring court requested that the Court deal with the present cases under the expedited procedure provided for in Article 105
of the Rules of Procedure of the Court of Justice.
26.      The President of the Court refused that request for an expedited procedure by decision of 2 September 2025, (10) and decided that the information communicated by the referring court justified the case being given priority, in accordance with Article 53(3) of the Rules of Procedure.
27.      Across Fiduciaria and Others, Unione Fiduciaria and Others, Ser-Fid, the Camera di Commercio Industria Artigianato e Agricoltura di Roma (Chamber of Commerce, Industry, Crafts and Agriculture, Rome, Italy), the German and Italian Governments, the Parliament, the Council and the Commission lodged written observations. Those parties, with the exception of the German Government, presented oral argument at the hearing held on 25 September 2025.
IV.    Analysis
28.      I will begin my analysis with the question of the validity of the concept of ‘similar legal arrangements’ (A). I will then turn to the questions concerning trust mandates and their treatment subject to the rules applicable to such similar legal arrangements (B). I will continue by assessing, first, the compliance with fundamental rights of the provisions organising access to beneficial ownership information by persons who are able to demonstrate a legitimate interest and, second, how those provisions can be interpreted so as to be compatible with those fundamental rights (C). I will end by considering the issue of the right to an effective judicial remedy for a beneficial owner whose application for an exemption from access to its information has been refused by a non-judicial body (D).
A.      The fifth question in Case C‑685/24
29.      By that question, the referring court asks about the validity of Article 31(1), (2) and (10) of Directive 2015/849 in the light of Article 114 and Article 288(3) TFEU and of the principle of effectiveness.
30.      That court referred that question to the Court since the Court alone has jurisdiction to rule on the validity of an EU act, (11) but it does not doubt that that provision is valid.
31.      It is the validity of the concept of ‘similar legal arrangements’ that is at issue here; the appellants consider that it is not sufficiently clear, precise and foreseeable to enable the objective of legal certainty to be attained and to establish a level playing field for the application of the resulting rules as between Member States.
32.      Like the referring court, I take the view that the discretion conferred on the EU legislature under Article 114(1) TFEU to achieve the approximation of laws (12) as regards the prevention of the use of the financial system for the purposes of money laundering and terrorist financing (13) and the choice of a directive which is binding on the Member States as to the result to be achieved, whilst leaving to them the choice of form and methods, allow the concept of ‘similar legal arrangements’ to be used in Directive 2015/849 without the scope of that concept having to be defined more clearly in the Directive itself.
33.      After all, the objective of that directive is to ensure that money laundering and terrorist financing are combatted. On that basis, the aim of guaranteeing that the financial system is more transparent by allowing access to beneficial ownership information is achieved only if similar legal arrangements, which are not recognised mechanisms in all Member States, are subject to the same rules as trusts so as to prevent that obligation of transparency from being circumvented.
34.      In addition, leaving it, first, to the Member States, pursuant to Article 31(10) of Directive 2015/849, to notify to the Commission the categories, description of the characteristics, names and, where applicable, legal basis of the similar legal arrangements that exist in their national law and, second, to the Commission to publish the consolidated list of such similar legal arrangements in the Official Journal of the European Union does not appear to be contrary to the discretion conferred both on the EU legislature and on the Member States.
35.      Moreover, the Court has acknowledged that the EU legislature enjoyed discretion where the approximation of laws fell within fields with complex technical features, (14) which is the case with the definition of the mechanisms that may be akin to trusts.
36.      Finally, I note that none of the parties explains how extending the rules on access to beneficial ownership information to similar legal arrangements, notifying to the Commission those arrangements that exist in national law and those arrangements being published undermines the effectiveness of Directive 2015/849, which introduces greater transparency of the financial system. That principle of effectiveness must, by contrast, guide the interpretation of the provisions of that directive.
37.      I therefore propose answering the referring court’s question to the effect that examination of the fifth question referred for a preliminary ruling in Case C‑685/24 has not revealed any factor of such a kind as to affect the validity of Article 31(1), (2) and (10) of Directive 2015/849.
B.      The first to fourth questions in Case C‑685/24
38.      By those four questions, which should in my view be considered jointly, the referring court essentially asks the Court to determine whether the trust mandates of trust companies governed by Italian law are similar legal arrangements, within the meaning of Article 31(1) of Directive 2015/849. More specifically, that court asks whether the concept of ‘similar legal arrangements’ refers to the existence of a coordinated series of rules and principles or, on the contrary, to a concrete, specific operation or, again, to certain types of operations assessed based on their substantial characteristics. The referring court also wishes to ascertain whether the notifications and the publication provided for in Article 31(10) of that directive have legislative or simply declarative force, and whether the national court is required to verify whether a notified and published structure may be classified as a ‘similar legal arrangement’. The referring court asks whether Directive 2015/849 precludes Italian legislation which treats trust mandates of trust companies as similar legal arrangements, even though those trust mandates are subject to the supervision of national authorities.
39.      To answer those questions, it is necessary to consider in turn the four issues forming the basis of the questions.
40.      In the first place, the concept of ‘similar legal arrangements’, despite the various forms and structures which it may encompass as a matter of national law, is an autonomous concept of EU law and, on that basis, it must be interpreted taking into account not the definition in national law or the stance taken in national legal literature, but rather the objectives of Directive 2015/849 in which it appears. (15)
41.      Thus, first, as the referring court observes, the original version of Article 31(8) of Directive 2015/849 made reference to similar legal arrangements only as follows: ‘Member States shall ensure that the measures provided for in this Article apply to other types of legal arrangements having a structure or functions similar to trusts’. At the time, the addition of trusts and similar legal arrangements within the scope of access to beneficial ownership information was justified by a concern to ensure a level playing field among the different types of legal forms. (16)
42.      Second, recital 29
of Directive 2018/843 clearly states that it is necessary to clarify which legal arrangements should be considered similar to trusts by effect of their functions or structure ‘in order to ensure legal certainty and a level playing field’. The objective pursued by that obligation of transparency is to prevent the abuse of that type of company and other legal entities for money laundering and terrorist financing purposes. Accordingly, the amendments made to Directive 2015/849 by Directive 2018/843 provided that Member States are to notify to the Commission ‘the categories, description of the characteristics, names and, where applicable, legal basis of the trusts and similar legal arrangements’, and that the Commission is to publish them in a consolidated list in the Official Journal of the European Union. (17) In addition, the Commission must submit a report to the Parliament and to the Council assessing whether all trusts and similar legal arrangements were identified and made subject to the obligations set out in Directive 2015/849 and, where appropriate, it must take the necessary steps to act upon the findings of that report. (18)
43.      It follows from the foregoing that similar legal arrangements are those which have functions or a structure similar to trusts and which the Member States are in a better position to classify according to their national legislation.
44.      In the second place, turning to the legal nature of that consolidated list drawn up by the Commission, I consider it to be declaratory and non-binding. Recital 29 of Directive 2018/843 sets out that the notification by the Member States and the publication by the Commission must enable the other Member States to identify such similar legal arrangements. As the Commission notes in its observations, that consolidated list was published not in the ‘Legislation’ series of the Official Journal of the European Union but in the ‘Information and notices’ series. (19)
45.      In the third place, as regards the treatment of the trust mandates concluded by trust companies with trusts in the same way as similar legal arrangements, the referring court explains that it is recognised in Italian law that such mandates may be treated as akin to ‘German-type’ trusts, that is to say, trusts not entailing a transfer of ownership. However, it should be recalled that the term ‘trust’ is not defined in Directive 2015/849 and that such mechanisms are governed under the national laws of only three Member States and recognised in the territory of just three further Member States based on the provisions of the Convention on the Law Applicable to Trusts and on their Recognition, signed on 1 July 1985 under the aegis of the Hague Conference on Private International Law. (20) Account may therefore be taken of the definition used in that convention in order to assess to which structures or functions national legal arrangements must be similar.
46.      Article 2
of the Convention states that ‘the term “trust” refers to the legal relationships created – inter vivos or on death – by a person, the settlor, when assets have been placed under the control of a trustee for the benefit of a beneficiary or for a specified purpose’. That provision adds that a trust has, inter alia, the following characteristics: the trust assets are not part of the trustee’s own estate; title to the trust assets stands in the name of the trustee or of another person on behalf of the trustee; the trustee is to manage, employ or dispose of the assets in accordance with the terms of the trust.
47.      Accordingly, the transfer of ownership to the trustee is not stricto sensu mandatory, rather, on the other hand, the fact that the trustee, or a person acting on behalf of the trustee, is named in the title to the assets is a characteristic of the trust. It is this specific function of a trust which justifies access being granted to the beneficial ownership information regarding such a trust in order to prevent money laundering and terrorist financing offences being committed. Thus, that function of masking the beneficial owner contributes to the similarity with trusts which the referring court has to examine.
48.      Accordingly, since trust mandates involve placing assets in another person’s name according to the referring court, I am of the view that it is that person whose name appears on the title to the assets who appears to be the owner, as far as third parties are concerned. The identity of the beneficial owner is therefore not accessible to third parties at first sight. That lack of transparency as regards beneficial ownership is similar to that which exists in the case of trusts and, on that basis, the trust mandate of a trust company may be regarded as a similar legal arrangement.
49.      In the fourth place, the appellants challenge the Italian authorities’ choice to notify the trust mandates as similar legal arrangements on the ground that making those mandates subject to the rules introduced by Article 31 of Directive 2015/849 would be disproportionate having regard to all the obligations already on such mandates under national law. The referring court has listed the differences between each obligation mentioned by the appellants and the scheme introduced by Article 31 of that directive, concluding that that scheme is stricter than the pre-existing national obligations because it provides, inter alia, for greater transparency by allowing access to beneficial ownership information. If the obligations were the same, the appellants would not have challenged that treatment of trust mandates in the same way as trusts. In addition every piece of legislation pursues its own objectives, and being subject to one piece of legislation does not preclude being subject to new legislation pursuing a different objective potentially by other means.
50.      It follows from the foregoing that Article 31(1), (2) and (10) of Directive 2015/849 should, in my view, be interpreted as not precluding national legislation which includes, among similar legal arrangements, the trust mandates of trust companies as types of economic and legal transactions, assessed based on their substantial characteristics, if the structure and the functions ultimately mean that assets are placed in the name of another person; this is a matter for the referring court to verify. The fact that the trust mandates of trust companies are subject to obligations and to supervision by national authorities is irrelevant in that regard.
C.      The first question in Case C‑684/24 and the sixth question in Case C‑685/24
51.      By those two questions, which should in my view be examined jointly, the referring court asks the Court, in essence, about the validity of point (c) of the first subparagraph of Article 31(4) of Directive 2015/849 in the light of Articles 7 and 8 of the Charter, which protect the right to respect for private and family life and the right to the protection of personal data, as well as about the interpretation of the first of those provisions with a view to determining whether it precludes the national provisions that transposed it, by providing for a definition of legitimate interest in the Italian legal system.
52.      With regard to the validity of that provision, some guidance may be found in the judgment in Luxembourg Business Registers, which declared invalid, in the light of Articles 7 and 8 of the Charter, the provision introducing access in all cases by any member of the general public to the beneficial ownership information of companies and other legal entities. (21) Thus, in that judgment, the Court acknowledged that such access constituted serious interference with the fundamental rights enshrined in Articles 7 and 8 of the Charter. (22)
53.      Furthermore, as regards the justification for the interference arising from such access by the general public to that information, the Court recalled that Article 52(1) of the Charter lays down four conditions on any limitation on the exercise of fundamental rights. That limitation must be provided for by law, respect the essence of those rights and, subject to the principle of proportionality, be necessary and genuinely meet objectives of general interest recognised by the European Union. (23)
54.      In the judgment in
Luxembourg Business Registers, the Court found that the conditions laid down in the first sentence of Article 52(1) of the Charter, relating to observance of the principle of legality (24) and to respect for the essence of the fundamental rights guaranteed in Articles 7
and 8 of the Charter, (25) were satisfied. It also established that the purpose of that interference, namely to prevent money laundering and terrorist financing by creating, by means of increased transparency, an environment less likely to be used for those purposes, constituted an objective of general interest capable of justifying even serious interference with those fundamental rights. (26)
55.      As for the final condition, that is to say, whether the interference at issue was appropriate, necessary and proportionate, the Court acknowledged that the general public’s access to information on beneficial ownership is appropriate for attaining the objective of general interest of combatting money laundering and terrorist financing. (27)
56.      However, as for whether the interference was necessary and proportionate, the Court found that those conditions were not met in the case of the general public’s access to information on beneficial ownership.
57.      Firstly, broadening access to such information by replacing the access reserved for any person or organisation capable of demonstrating a legitimate interest with access by the general public, on account of the difficulty of defining that legitimate interest, does not, in the Court’s view, satisfy the strict necessity required for interference. (28) Secondly, as regards the proportionality of the interference, the Court held, first, that the data which could be made available to the general public were not adequately defined and identifiable, since the minimum information to be made available was listed non-exhaustively. (29) In addition, the Court stated that the balancing of the seriousness of the interference against the importance of the objective of general interest was unsatisfactory, because combating money laundering and terrorist financing is, as a priority, a matter for the public authorities, and the increased interference resulting from providing the general public with access to the information was not offset by any benefits which might flow from that reform as compared with the former regime. (30)
58.      Although the Court found the provision granting the general public access to information on beneficial ownership to be invalid, I am of the view that the Court’s line of reasoning set out above may lead to a solution contrary to that adopted in the judgment in Luxembourg Business Registers  when assessing the validity of point (c) of the first subparagraph of Article 31(4) of Directive 2015/849, which provides for access to information on the beneficial ownership of trusts or similar legal arrangements for natural or legal persons who can demonstrate a legitimate interest.
59.      In the first place, there are differences between the two mechanisms for access to information on beneficial ownership provided for in Articles 30
and 31 of Directive 2015/849.
60.      The first difference relates to the content of the basic information. Whereas the second subparagraph of Article 30(5) of that directive sets out a non-exhaustive list of information to be made available, the second subparagraph of Article 31(4) of the directive draws up an exhaustive list of information accessible to the persons referred to in Article 31(4)(c) and (d) of the same directive. The exhaustive nature of the list contributes, in my view, to a sufficiently precise definition and identification of the accessible data – in particular, to any person who demonstrates a legitimate interest – which satisfy the requirements of clarity and precision laid down by the Court. (31) The fact that the discretion enjoyed by the Member States wishing to grant access to additional information is circumscribed by the clarification, in the following subparagraph, that, in such cases, that additional information must include ‘at least the date of birth or contact details in accordance with data protection rules’ (32) is likewise such as to better define and identify the nature of that additional information.
61.      The second difference from the situation assessed by the Court in the judgment in Luxembourg Business Registers concerns the requirement of proof of a legitimate interest by the person seeking access to the information; the scope of that concept is not defined in the provisions of Directive 2015/849.
62.      In the second place, as regards the validity and the interpretation of the concept of a ‘legitimate interest’, as provided for in point (c) of the first subparagraph of Article 31(4) of Directive 2015/849, I would recall three points.
63.      First of all, a concept can be found to be incompatible with fundamental rights resulting in the legislation introducing it being declared invalid only if that concept cannot be interpreted in a manner consistent with respect for those rights. (33) Thus, the concept of a ‘legitimate interest’ can be interpreted in accordance with fundamental rights, unlike the concept of the ‘general public’, which covers any person without distinction. Next, as I have already recalled, the Court has held that observance of the principle of legality necessary to justify interference implies that the act which permits the limitation on the exercise of the fundamental right defines the scope of that limitation, but that that requirement does not preclude that limitation from being formulated in terms which are sufficiently open to be able to adapt to different scenarios and keep pace with changing circumstances. Lastly, the actual scope of the limitation may be specified by the interpretation given by the Court in the light of the very wording of the EU legislation in question as well as its general scheme and the objectives it pursues, as interpreted in the light of the fundamental rights. (34)
64.      It is my view that, in the present case, while a literal interpretation of the concept of a ‘legitimate interest’, without any further specification, cannot clearly establish what is encompassed by that concept, which is necessarily subjective, the general scheme and the objectives of Directive 2015/849 do, however, enable the scope of that concept to be defined.
65.      First, the objective of combatting money laundering and terrorist financing by means of increased transparency, an objective acknowledged by the Court as a purpose capable of justifying even serious interferences in the context of access to information on beneficial ownership, (35) must guide the interpretation of the concept of a ‘legitimate interest’.
66.      Second, the recitals of Directive 2018/843 can shed some light on the interpretation. Thus, the Court has inferred from recital 30 of that directive that the press and civil society organisations that are connected with combatting money laundering and terrorist financing have a legitimate interest in accessing such information, as do persons who wish to ascertain the identity of the beneficial owners of a party with whom they may enter into a contract. (36) As for recital 42
of the directive, it states that legitimate interest must not be restricted ‘to cases of pending administrative or legal proceedings’ and should enable ‘[account to be taken of] the preventive work in the field of anti-money laundering, counter-terrorist financing and associate predicated offences undertaken by non-governmental organisations and investigative journalists, where appropriate’.
67.      Accordingly, where a person wishes to access information on the beneficial ownership of trusts, that person must provide proof of its legitimate interest, having regard to the objective of combatting money laundering and terrorist financing. Such an interpretation is consistent with respect for the rights protected under Articles 7 and 8 of the Charter.
68.      In addition, as the legislation at issue is a directive, the Court has accepted that the provisions of directives are relatively general, since they have to be applied to a large number of different situations which may arise in any of the Member States, and that they logically include rules which leave the Member States with the necessary discretion to define transposition measures which may be adapted to the various situations possible. (37) It added that it is for the Member States, when transposing directives, to take care to rely on an interpretation of those directives which allows a fair balance to be struck between the various fundamental rights protected by the EU legal order. (38) Therefore, leaving the definition of legitimate interest to the Member States without defining the scope of that concept in Directive 2015/849 does not afford them complete discretion: they are required take into account the objective of combatting money laundering and terrorist financing. (39)
69.      Member States are also subject to the obligation of interpretation in a manner consistent with that objective when transposing Directive 2015/849. The wording of the definition adopted in the Italian legislation per se does not appear to me to pose any difficulties in that regard, since access to the information is allowed for individuals, including those with a diffuse interest, who have a relevant and differentiated legal interest, where knowledge of the beneficial ownership is necessary to address or defend an interest corresponding to a legally protected situation, where those individuals have concrete, documented evidence of non-correspondence between beneficial ownership and legal ownership, bearing in mind that the interest must be direct, concrete and current and, in the case of entities representing diffuse interests, must not coincide with the interest of individuals belonging to the category represented. (40) That definition, which is intended to clarify the concept of a ‘legitimate interest’, affords some discretion to the authorities, which must apply it on a case-by-case basis.
70.      However, nor do those authorities have complete freedom in assessing the legitimate interest relied upon by the person wishing to access the information. It is settled case-law that, when implementing the measures transposing a directive, the authorities and courts of the Member States must not only interpret their national law in a manner consistent with that directive but also ensure that they do not rely on an interpretation of the directive that would be in conflict with the fundamental rights protected by the EU legal order or with the other general principles recognised by EU law. (41) Accordingly, those authorities must adopt an interpretation of the concept of a ‘legitimate interest’ which ensures that a fair balance is struck between the objective of combatting money laundering and terrorist financing and the rights protected by Articles 7 and 8 of the Charter. They could therefore neither systematically deny access to information nor, conversely, grant requests for access in all cases.
71.      In any event, I recall that, with regard to the protection of personal data, specifically the condition that the interests or the fundamental rights and freedoms of the person concerned by such data protection do not take precedence over the legitimate interests of the controller or of a third party, the Court has already held that that condition entails a balancing of the opposing rights and interests at issue which depends in principle on the specific circumstances of the particular case and that, consequently, it is for the referring court to carry out that balancing exercise, taking account of those specific circumstances. (42) That balancing act must also be carried out by the authorities responsible for beneficial ownership registers.
72.      In conclusion, I take the view that point (c) of the first subparagraph of Article 31(4) of Directive 2015/849, read in the light of Articles 7, 8 and 52 of the Charter, should be interpreted as not precluding national legislation which grants access to the information on beneficial ownership of similar legal arrangements to individuals, including those with a diffuse interest, who have a relevant and differentiated legal interest, in cases where knowledge of the beneficial ownership is necessary to address or defend an interest corresponding to a legally protected situation, where they have concrete, documented evidence of non-correspondence between beneficial ownership and legal ownership, where that legislation also requires that the interest be direct, concrete and current and, in the case of entities representing diffuse interests, that it does not coincide with the interest of individuals belonging to the category represented.
D.      The second question in Case C‑684/24
73.      By that question, the referring court asks, in essence, whether Article 31(7a) of Directive 2015/849, read in the light of Article 47 of the Charter, can be interpreted as precluding national legislation which confers on an administrative, non-judicial body the power to make a decision on the disclosure of data relating to beneficial ownership, whilst providing for a judicial remedy after such disclosure.
74.      The first subparagraph of Article 31(7a) of Directive 2015/849 states that Member States may define exceptional circumstances in which access to information on the beneficial owner, by certain categories of persons requesting access, (43) would expose that owner to a disproportionate risk, justifying an exemption from access to all or part of that information on a case-by-case basis. That directive adds that that exemption must be granted on the basis of a detailed evaluation of the exceptional nature of the circumstances. It further states that rights to an administrative review of the exemption decision and to an effective judicial remedy are to be guaranteed.
75.      The appellants consider that the Italian law providing for the assessment of the exceptional circumstances made by the chamber of commerce with geographical jurisdiction, without an available judicial remedy prior to information being disclosed, is contrary to the provisions of Article 31(7a) of Directive 2015/849.
76.      I would observe, first, that beneficial owners must be informed of their rights in relation to the protection of personal data. (44) Second, the right to an effective judicial remedy protected by Article 47 of the Charter does not require that a decision such as that assessing whether a beneficial owner satisfies the conditions to be granted an exemption from access to information relating to that owner is taken by a judicial body. However, that article does require that the decision of an authority which does not itself satisfy the conditions laid down in Article 47 of the Charter be subject to subsequent control by a judicial body that must, in particular, have jurisdiction to consider all the relevant issues. (45) In addition, it is settled case-law that a national court seised of a dispute governed by EU law must be in a position to grant interim relief in order to ensure the full effectiveness of the judgment to be given on the existence and scope of the rights claimed under EU law. (46) Article 31(7a) of Directive 2015/849 must be interpreted in the light of those principles.
77.      In the first place, consideration must be given to the subject matter of the ‘case-by-case’ analysis laid down in that provision, that is to say, an analysis of the exemption sought by the beneficial owner, on a general or one-off basis, or an analysis of the request for access to information concerning that owner.
78.      Firstly, a literal reading of the clause ‘Member States may provide for an exemption from such access to all or part of the information on the beneficial ownership on a case-by-case basis’ leaves room for doubt between the various possibilities. However, the content of the first subparagraph of Article 31(7a) of Directive 2015/849, into which that clause is inserted, can provide clarification as to the nature of the choice made by the EU legislature. That subparagraph is concerned solely with the exemption for the beneficial owner: exceptional circumstances allowing the exemption to be granted; detailed evaluation of the exceptional nature of those circumstances; right to an administrative review of the exemption decision. The same is true of the other subparagraphs of paragraph 7a of that directive. It is therefore my view that the question of access to information and the effective judicial protection of the rights of a person requesting access who is denied access are not dealt with in paragraph 7a of the directive, (47) which does not mean that that person is not afforded a right to an effective judicial remedy as the law currently stands. (48)
79.      Secondly, it is necessary to establish whether the case-by-case evaluation of the exceptional circumstances concerns each beneficial owner irrespective of whether a request for access is made, or whether it concerns each request for access to that owner’s information depending on the person requesting access. As the Commission explained at the hearing, the exemption relating to minors or persons who are legally incapable is not open to a different evaluation depending on the person requesting access. I infer from that fact that the case-by-case assessment concerns the risks for the beneficial owner generally and not in relation to the person requesting access.
80.      In the second place, that conclusion is confirmed by the way in which the beneficial owner’s fundamental rights can be protected in the context of that owner’s effective judicial remedy against a decision refusing to grant the owner an exemption. If the case-by-case examination relates to the person of the beneficial owner, that owner’s judicial remedy against such a decision refusing an exemption may be the subject of interim relief preventing the communication of information relating to the owner during the procedure. In addition, even if interim measures are not ordered, it is not guaranteed that access will be sought during the course of the judicial proceedings. Moreover, if a person requesting access were to challenge the refusal of access, the procedure could go ahead without the beneficial owner being duly informed since that procedure would concern only whether that requesting person satisfies the conditions to access the information, with the lack of an exemption having been decided incidentally, as the case may be.
81.      By contrast, if the case-by-case examination were to concern the risk incurred by virtue of a particular request for access, I am of the view that the judicial remedy exercised either by the beneficial owner or by the person requesting access could not, a priori, reconcile the opposing interests in play. If proportionality is evaluated in the context of a specific request for access, both the beneficial owner and the person requesting access should be able to put forward arguments concerning such proportionality, meaning that the identity of the other party and the risks or the legitimate interests relied upon, depending on the circumstances, must be known. Interim measures suspending access could not offset that disadvantage as the identities of the beneficial owner and the person requesting access would have been revealed in the course of the procedure. A number of objectives of Directive 2015/849 would therefore appear to me to be ill served. First, the beneficial owner would be informed of the request for access, contrary to what is recommended in the first subparagraph of Article 30(6) of that directive,
in order to protect the person requesting access from any pressure or reprisals by the beneficial owner. (49) Secondly, the identity of the beneficial owner would be revealed, even though, at the end of the procedure, that owner may be granted an exemption.
82.      At the hearing, the Commission set out that only the Italian legislation provides for notice to be given in advance to a beneficial owner who has claimed that there are exceptional circumstances justifying an exemption in its case, so as to allow that owner to lodge a reasoned opposition. The chamber of commerce with geographical jurisdiction has the power to assess those exceptional circumstances, taking into account the principle of proportionality between the risk relied upon and the interest in gaining access. (50)
83.      It follows from the foregoing that, while a non-judicial body, such as a chamber of commerce, may be granted the power to assess the exceptional circumstances potentially justifying an exemption from access to beneficial ownership information, this is only on condition that an effective judicial remedy, even one subsequent to the decision of that body, is provided for the beneficial owner, in the event that the latter’s application for an exemption is refused, including the possibility, where appropriate, of preserving the rights of that beneficial owner during the procedure, including by means of interim relief. It is for the referring court to verify that the Italian legislation, which allows the chamber of commerce with geographical jurisdiction to settle, in the same decision, matters relating to the evaluation of the risks incurred and to the interest in gaining access, affords the beneficial owner those procedural safeguards. I have set out above the reasons why the option chosen by the Italian legislature appears problematic to me in that regard.
84.      I therefore propose that the following answer be given to the referring court: Article 31(7a) of Directive 2015/849, read in the light of Article 47
of the Charter, must be interpreted as not precluding national legislation which confers on a non-judicial body the power to assess whether the necessary conditions for the grant of an exemption from access to the beneficial ownership information of similar legal arrangements are satisfied, provided that the judicial proceedings following the decision of that body include the possibility, where appropriate, of preserving the rights of those beneficial owners during the proceedings, including by means of interim relief.
V.      Conclusion
85.      In the light of all the foregoing considerations, I propose that the Court should answer the questions referred for a preliminary ruling by the Consiglio di Stato (Council of State, Italy) as follows:
(1)      Examination of the questions referred for a preliminary ruling has not revealed any factor of such a kind as to affect the validity of Article 31(1) and (2), point (c) of the first subparagraph of Article 31(4) and Article 31(10) of Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC
of the European Parliament and of the Council and Commission Directive 2006/70/EC, as amended by Directive (EU) 2018/843 of the European Parliament and of the Council of
30 May 2018.
(2)      Article 31(1), (2) and (10) of Directive 2015/849, as amended by Directive 2018/843,
must be interpreted as
not precluding national legislation which includes, among legal arrangements similar to trusts, the trust mandates of trust companies as types of economic and legal transactions, assessed based on their substantial characteristics, if the structure and the functions ultimately mean that assets are placed in the name of another person. The fact that the trust mandates of trust companies are subject to obligations and to supervision by national authorities is irrelevant in that regard.
(3)      Point (c) of the first subparagraph of Article 31(4) of Directive 2015/849, as amended by Directive 2018/843, read in the light of Articles 7, 8 and 52 of the Charter of Fundamental Rights of the European Union,
must be interpreted as
not precluding national legislation which grants access to the information on beneficial ownership of legal arrangements similar to trusts to individuals, including those with a diffuse interest, who have a relevant and differentiated legal interest, in cases where knowledge of such beneficial ownership is necessary to address or defend an interest corresponding to a legally protected situation, where those individuals have concrete, documented evidence of non-correspondence between beneficial ownership and legal ownership, where that legislation also requires that the interest be direct, concrete and current and, in the case of entities representing diffuse interests, that it does not coincide with the interest of individuals belonging to the category represented.
(4)      Article 31(7a) of Directive 2015/849, as amended by Directive 2018/843, read in the light of Article 47
of the Charter of Fundamental Rights,
must be interpreted as
not precluding national legislation which confers on a non-judicial body the power to assess whether the necessary conditions for the grant of an exemption from access to the beneficial ownership information of legal arrangements similar to trusts are satisfied, provided that the judicial proceedings following the decision of that body include the possibility, where appropriate, of preserving the rights of those beneficial owners during the proceedings, including by means of interim relief.
1      Original language: French.
2      Directive of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC
of the European Parliament and of the Council and Commission Directive 2006/70/EC (OJ 2015 L 141, p. 73).
3      OJ 2018 L 156,
p. 43.
4      Regulation of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ 2016 L 119, p. 1).
5      Directive of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data by competent authorities for the purposes of the prevention, investigation, detection or prosecution of criminal offences or the execution of criminal penalties, and on the free movement of such data, and repealing Council Framework Decision 2008/977/JHA (OJ 2016 L 119, p. 89).
6      GURI No 290
of 14 December 2015, p. 5.
7      GURI No 121 of 25 May 2022, p. 1.
8      Signed in Rome on 4 November 1950.
9      C‑37/20 and C‑601/20, EU:C:2022:912 (‘the judgment in Luxembourg Business Registers’).
10      See order of the President of the Court of 2 September 2025, Across Fiduciaria and Others (C‑684/24 and
C‑685/24, EU:C:2025:727).
11      See judgment of 6 October 2015, Schrems (C‑362/14, EU:C:2015:650, paragraph 61 and the case-law cited).
12      See judgment of 22 November 2018, Swedish Match (C‑151/17, EU:C:2018:938, paragraph 71 and the case-law cited).
13      See Article 1(1) of Directive 2015/849.
14      See judgment of 22 November 2018, Swedish Match (C‑151/17, EU:C:2018:938, paragraph 71 and the case-law cited).
15      See judgment of
18 January 1984, Ekro (327/82, EU:C:1984:11, paragraph 11).
16      See recital 17 of Directive 2015/849.
17      See the first subparagraph of Article 31(10) of Directive 2015/849.
18      See the second subparagraph of Article 31(10) of Directive 2015/849.
19      See List of trusts and similar legal arrangements governed under the law of the Member States as notified to the Commission (OJ 2019 C 360, p. 28). See also the second list, which annuls and replaces the first, that is, the List of trusts and similar legal arrangements governed under the law of the Member States as notified to the Commission (OJ 2020 C 136, p. 5).
20      See Report from the Commission to the European Parliament and the Council of 16 September 2020 assessing whether Member States have duly identified and made subject to the obligations of Directive (EU) 2015/849 all trusts and similar legal arrangements governed under their laws (COM(2020) 560 final), p. 3.
21      The provision in question was Article 1(15)(c) of Directive 2018/843 which amended point (c) of the first subparagraph of Article 30(5) of Directive 2015/849 in its original version.
22      See judgment in Luxembourg Business Registers (paragraph 44 and the case-law cited).
23      See judgment in Luxembourg Business Registers (paragraph 46).
24      See judgment in Luxembourg Business Registers (paragraphs 47 to 49 and the case-law cited).
25      See judgment in Luxembourg Business Registers (paragraphs 50 to 54).
26      See judgment in Luxembourg Business Registers (paragraphs 55 to 59 and the case-law cited).
27      See judgment in Luxembourg Business Registers (paragraph 67).
28      See judgment in Luxembourg Business Registers (paragraphs 71 and 72).
29      See judgment in Luxembourg Business Registers (paragraphs 81 and 82).
30      See judgment in Luxembourg Business Registers (paragraphs 83 to 85).
31      See judgment in Luxembourg Business Registers (paragraphs 65 and 82).
32      See the third subparagraph of Article 31(4) of Directive 2015/849.
33      See judgment of 3 June 2025, Kinsa (C‑460/23, EU:C:2025:392, paragraph 37 and the case-law cited).
34      See judgment in Luxembourg Business Registers (paragraph 47 and the case-law cited).
35      See judgment in Luxembourg Business Registers (paragraphs 58 and 59 and the case-law cited).
36      See judgment in Luxembourg Business Registers (paragraph 74).
37      See judgment of 29 January 2008, Promusicae (C‑275/06, EU:C:2008:54, paragraph 67).
38      See judgment of 29 January 2008, Promusicae (C‑275/06, EU:C:2008:54, paragraph 68).
39      See Article 41(2) of Directive 2015/849 which provides that ‘personal data shall be processed by obliged entities on the basis of this Directive only for the purposes of the prevention of money laundering and terrorist financing as referred to in Article 1 and shall not be further processed in a way that is incompatible with those purposes. The processing of personal data on the basis of this Directive for any other purposes, such as commercial purposes, shall be prohibited’. See also recital 14 of that directive.
40      See Article 21(4)(d-bis) of Legislative Decree No 231/2007.
41      See judgment of 3 June 2025, Kinsa (C‑460/23, EU:C:2025:392, paragraph 69 and the case-law cited).
42      See judgment of 12 September 2024, HTB Neunte Immobilien Portfolio and Ökorenta Neue Energien Ökostabil IV (C‑17/22 and C‑18/22, EU:C:2024:738, paragraph 53 and the case-law cited).
43      That first subparagraph of Article 31(7a) refers to points (b), (c) and (d) of the first subparagraph of Article 31(4) of Directive 2015/849, which mentions the entities subject to the due diligence obligation in respect of their customers, persons who can demonstrate a legitimate interest, and any natural or legal person who files a written request in relation to a trust or similar legal arrangement which holds or owns a controlling interest in any corporate or other legal entity other than those referred to in Article 30(1) of that directive, through direct or indirect ownership, including through bearer shareholdings, or through control via other means.
44      See recital 38 of Directive 2018/843.
45      See judgment of 14 May 2020, Országos Idegenrendészeti Főigazgatóság Dél-alföldi Regionális Igazgatóság (C‑924/19 PPU and C‑925/19 PPU, EU:C:2020:367, paragraph 128 and the case-law cited).
46      See judgments of 19 June 1990, Factortame and Others (C‑213/89, EU:C:1990:257, paragraph 21), and of 3 July 2025, Ati-19 (C‑605/23, EU:C:2025:513, paragraph 44 and the case-law cited). See, by analogy, in relation to a case of interim relief such as to prevent pollution, judgment of 15 January 2013, Križan and Others (C‑416/10, EU:C:2013:8, paragraph 109).
47      I note that this question of the possibility of the person requesting access challenging a refusal or revocation of access is explicitly dealt with in Article 13(9) of Directive (EU) 2024/1640 of the European Parliament and of the Council of 31 May 2024 on the mechanisms to be put in place by Member States for the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Directive (EU) 2019/1937, and amending and repealing Directive (EU) 2014/849 (OJ L,
2024/1640).
48      In addition to the protection guaranteed by Article 47 of the Charter, see recital 42 of Directive 2018/843.
49      Recital 38 of Directive 2018/843 simply provides that, to prevent the abuse of the information contained in the registers and to balance out the rights of beneficial owners, Member States might find it appropriate to consider making information relating to the requesting person along with the legal basis for their request available to the beneficial owner.
50      See Article 7(2) and (3) of Ministerial Decree No 55/2022 and, by reference, Article 21(4)(d-bis) of Legislative Decree No 231/2007.