Company Ownership Transparency and the Commercial Register: Legal Analysis of the Public Integrity Bill and Its Impact on Spanish Limited Companies
1. Introduction
The Council of Ministers has approved the draft Organic Law on Public Integrity at first reading as part of its anti-corruption package. It is still at the pre-legislative stage and may change substantially during parliamentary proceedings.
Among the announced measures is stronger corporate transparency through new duties to report company ownership to the Commercial Register, particularly for limited liability companies (SLs), together with new or enhanced disclosure mechanisms for companies involved in corruption. This analysis considers the reform’s technical scope, its compatibility with European rules on personal data and beneficial ownership, and its legal and economic impact on ordinary businesses.
2. Current rules for Spanish limited companies
Under the current framework, an SL must keep a register of its shareholders; transfers of shares must be recorded in a public deed; certain corporate acts are filed with the Commercial Register; and beneficial owners must be identified for anti-money-laundering purposes.
However, the register has not traditionally provided immediate, mass access to a company’s detailed shareholding and every change to it. A complete, real-time picture of shareholder structures has not been structurally open to the general public. The draft law aims to improve traceability and make it a stronger part of the registration system.
3. Announced measures: stronger corporate traceability
Based on the public information available, the Government intends to require more information about beneficial ownership and shareholder changes to be filed with the Commercial Register, make it easier to identify who is behind companies, and bring this information into a more accessible system. It also plans to publish lists of companies convicted of corruption, with consequences for public procurement and access to public aid.
The final text has not yet been published in definitive form, but the policy direction is clear: to combat the use of shell companies and strengthen structural transparency in the business sector. The central question is not the legitimate aim of protecting public integrity, but how access to the information will be designed.
4. European precedent: limits on unrestricted public access
In November 2022, the Court of Justice of the European Union (CJEU) invalidated a rule that gave the general public access to beneficial ownership information held in anti-money-laundering registers. The Court found that universal access seriously interfered with fundamental rights under Articles 7 and 8 of the Charter, facilitated wealth profiling and uncontrolled reuse of personal data, and failed the proportionality test when no limits were applied.
The CJEU did not dispute the need for transparency or the legitimacy of anti-money-laundering efforts. It objected to the absence of filters, safeguards and access limits. This precedent is important if Spain opts for open public access to company ownership data.
5. Proportionality analysis
Any reform that increases public access to information about individual shareholders must satisfy the three elements of the proportionality test.
5.1. Suitability
The measure is capable of making it harder to use opaque structures and shell companies in corruption schemes.
5.2. Necessity
The legislature should consider less intrusive alternatives, such as access based on a legitimate interest, access limited to authorities and regulated entities, or stronger disclosure only in public procurement. If equally effective mechanisms interfere less with fundamental rights, universal access may be unnecessary.
5.3. Proportionality in the strict sense
The assessment should weigh the degree of interference with privacy and data protection, the risk of misuse, the impact on minority shareholders and family wealth structures, and any deterrent effect on private investment. This is where the constitutional and European tensions lie.
6. Impact on SMEs and family wealth structures
The reform would not affect only large corporate groups. For an ordinary SL, it could mean public exposure of minority shareholders and family or investment structures, greater vulnerability to social engineering, extortion or profiling, more frequent registry updates, and increased liability for omissions or errors.
SLs are the predominant company form in Spain. They are often used to limit liability and organise assets. Expanding public access to company information could change the longstanding balance between commercial transparency and economic privacy.
7. Publishing lists of companies convicted of corruption
The draft also provides for publication of companies convicted of corruption and exclusion from public contracts, grants and aid. If this applies only after a final conviction, it fits within the traditional framework of procurement bans and raises few special concerns.
If it also covers cases without a final judgment or cases merely under investigation, however, it could conflict with the presumption of innocence, the right to honour and the proportionality of ancillary penalties. The precise wording will be decisive.
8. Possible regulatory models
- Open public access: greater legal exposure and a higher risk of constitutional and European challenges.
- Access based on legitimate interest: more consistent with CJEU case law and the GDPR.
- Enhanced transparency limited to the public sector: stronger disclosure where public procurement or funding is involved.
The model ultimately adopted will shape the level of future litigation.
9. Final considerations
Fighting corruption requires effective tools to identify opaque corporate structures. But greater transparency must still respect proportionality, personal data protection, legal certainty, and a fair balance between the public interest and legitimate economic interests.
The legislature faces a structural challenge: how to improve traceability without turning company ownership into information exposed indiscriminately. Recent European experience shows that absolute transparency does not always withstand substantive constitutional review. The final wording will determine whether the reform is balanced or reopens the debate about the limits of public access to commercial registers in the 21st century.
Spanish original: Publicidad de socios en la SL: límites y proporcionalidad
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