Ley de Integridad Pública — FTF access and Libro de Socios

Two changes buried in Spain’s anti-corruption bill land directly on payment and e-money institutions: who may search the Fichero de Titularidades Financieras, and where an SL’s owners and beneficial owners will be recorded. The Proyecto de Ley Orgánica de Integridad Pública was published in the Boletín Oficial de las Cortes Generales (Congreso, Serie A, núm. 112-1) on 11 September 2026. It is a bill, not law: it was sent to the Comisión de Hacienda y Función Pública under the urgent procedure, and no amended text had been published at the time of writing. This guide sets out what the bill text says, what it would change for an FTF declarant and a KYB team, and what to prepare now.

1. Where the bill stands

The Council of Ministers approved the bill on 28 July 2026 and sent it to the Congreso de los Diputados. The published text (expediente 121/000111) runs to 124 pages and amends a long list of statutes — the Criminal Code, the Ley de Sociedades de Capital, the Reglamento del Registro Mercantil, Ley 10/2010 on money laundering, the public procurement law and others. The amendment period in the Congress committee closed on 21 September 2026.

Under its disposición final duodécima, the law would enter into force 20 days after publication in the BOE, with the public-procurement provisions taking effect after six months. Nothing in this article is in force today, and the text can change in committee, in plenary or in the Senado.

2. The FTF change: asset recovery without the ML/TF link

Article 43 of Ley 10/2010 obliges credit institutions, e-money institutions and payment institutions to declare to the SEPBLAC the opening and closing of current, savings and other payment accounts, with holders, beneficial owners and authorised persons. Article 43.3 lists who may consult the Fichero. Its current third paragraph lets asset-recovery offices, including the Oficina de Recuperación y Gestión de Activos (ORGA), access the Fichero when a court or prosecutor has entrusted them with locating assets, and when exchanging information with EU or third-country counterparts — but only where the purpose is seizure or confiscation in criminal proceedings for offences related to money laundering or terrorist financing.

Article 60 of the bill rewrites that third paragraph and drops the closing restriction. Asset-recovery offices could query the Fichero whenever a court or prosecutor has tasked them with locating assets, or when exchanging information with counterparts, without any link to a money-laundering or terrorist-financing offence. The preamble frames the aim as removing the ML/TF restriction and extending access to asset recovery in any criminal proceeding that may lead to seizure or confiscation, in line with Directive (EU) 2024/1260 on asset recovery and confiscation.

Read the text precisely. The bill amends only the third paragraph. The first paragraph of article 43.3 — courts, the Ministerio Fiscal, the European Public Prosecutor’s Office and the police, “on the occasion of the investigation of offences related to” ML/TF — is not touched. The widening is for asset-recovery bodies.

3. ORGA and the asset-recovery directive

The bill transposes parts of Directive (EU) 2024/1260. A new disposición adicional quinta guarantees ORGA and the asset-recovery offices access to the databases and information systems they need, citing articles 6 and 9 of the directive. Other provisions widen ORGA’s role in locating, preserving and managing seized assets and add “immediate preservation measures” in cross-border cooperation under Ley 23/2014.

For a payments firm, the practical sequence after entry into force is predictable: an FTF hit leads to a request for statements or balances, then to an embargo or preservation order. The FTF query itself is invisible to the declarant; the follow-up is not. Because every Member State is transposing the same directive, similar widening of access to national account registers is likely elsewhere — see our comparison of account registers across the EU.

4. The Libro de Socios moves into the Registro Mercantil

Today an SL keeps its own share register (libro registro de socios), held by the directors. The bill moves the authoritative record into a Libro de Socios de la Sección Especial del Registro Mercantil, kept electronically. Under the amended article 104 LSC it records original ownership and every subsequent transfer of shares, rights in rem and charges (including non-possessory pledges), and the identity of the natural persons who are titular real under AML rules.

• Constitutive effect: every transfer must be inscribed in the special section, and until it is, the acquirer cannot exercise rights against the company or third parties.
• Who is a shareholder: only the inscribed holder is recognised by the company, public administrations and third parties; dividends paid to anyone else do not discharge the company.
• Instruments: transfers are documented by a standardised private electronic document signed with qualified electronic signatures (format approved by the Dirección General de Seguridad Jurídica y Fe Pública), a public deed, a judicial or administrative document, or a registrar’s certificate.
• Annual deposit: the company’s own register must be deposited each year with the annual accounts, listing the transfers, charges and beneficial owners recorded in the year.
• Proof: after inscription the registrar issues an electronic certificate with a secure verification code (CSV).

The sharpest rule is in the amended article 106.6: no one may exercise shareholder rights, directly or indirectly, while being a beneficial owner under Ley 10/2010 and not inscribed as such in the Registro Mercantil. Resolutions adopted on the instructions of a non-inscribed beneficial owner can be challenged where those votes were decisive.

5. Who can see it

The new article 105 LSC gives free access to current and historical data to public administrations, competent authorities, the company, its shareholders and holders of charges. Anyone else who shows a legitimate interest, at the registrar’s discretion, can see current data; public access is limited to essential information. Searches run by acquisition date, holder name and share number. Where legitimacy is in doubt, the rules of the Registro Central de Titularidades Reales apply, and the Registro Mercantil must feed that register.

The bill does not name obliged entities as a category with access. A payment institution doing KYB would, on the text as published, rely on legitimate interest or on a certificate the customer obtains. How the Libro de Socios data will reconcile with the beneficial owner declared to the Registro de Titularidades Reales is not settled by the bill text.

6. The one-year migration for existing SLs

Disposición transitoria sexta gives directors of existing SLs one year from entry into force to send the Registro Mercantil a standardised electronic certificate, with qualified signatures, listing current ownership and charges by reference to the old share register. The registrar opens the special section on that basis. If the year passes without it, no document relating to the company may be inscribed while the failure persists, with exceptions for removal or resignation of directors and managers, revocation of powers, dissolution and liquidators, and entries ordered by courts or authorities. The Ministry of the Presidency and Justice is empowered to approve the standard forms and the free-access platform.

Separately, an SL whose tax number (NIF) has been revoked and which fails to file annual accounts for four consecutive financial years would see its registry sheet closed provisionally, and closed definitively four months later, with loss of legal personality.

7. Three worked scenarios

Scenario one — an ORGA query in a corruption case. After entry into force, a court investigating a public-procurement fraud tasks ORGA with locating the defendants’ assets. There is no money-laundering charge. Rule: amended art. 43.3, third paragraph, Ley 10/2010. What the firm sees: nothing at query stage, then a preservation or seizure order on two accounts it declared. What compliance does: executes the order, checks that the FTF declaration showed the right holder, beneficial owner and authorised persons, and records the request in its authorities register. Outcome: a clean FTF history is the firm’s evidence that it declared correctly; an omitted authorised person is a finding.

Scenario two — KYB on an SL after the law applies. A small SL applies for a business account. Its ownership chart shows two shareholders; the Libro de Socios certificate (CSV) shows a third, recent transferee, and a beneficial owner who is not on the chart. Rule: arts. 104-106 LSC as amended; the firm’s due-diligence duties under Ley 10/2010. What the analyst does: treats the registry certificate as the stronger source, asks the customer to explain the difference, and checks the Registro de Titularidades Reales. Outcome: onboarding waits until ownership and beneficial ownership reconcile; if the customer cannot explain, the case is escalated for a reporting assessment.

Scenario three — an existing customer misses the migration. Fourteen months after entry into force, a long-standing SL customer tries to register a new administrator and new signing powers. The registry refuses: no certificate was filed in the transitional year. Rule: disposición transitoria sexta, paragraph 3. What the firm does: it cannot rely on an uninscribed appointment to change the account mandate; it keeps the existing authorised signatories and asks for proof of inscription. Outcome: periodic review gains a new red flag — a company whose registry sheet is blocked.

8. FAQ

9. What to do, today

• Run a quality check on your FTF declarations: beneficial owners and authorised persons on every declared account.
• Add ORGA and asset-recovery requests as a category in your authorities register and response procedure.
• In the KYB procedure, draft the step that will use a Libro de Socios certificate (CSV) as a source for SL ownership.
• Plan a reminder to SL customers before the one-year migration window ends, once the law is published.
• Track the bill: the next document will be the committee text in the BOCG, Serie A, núm. 112.

Related: What is the FTF · Registro Mercantil · Registro de Titularidades Reales