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How Italian Golden Power screening works.
Who has to notify, what triggers the obligation, how long the standstill lasts, and what happens to a transaction completed without clearance. Written for the person who has just been told this might apply to their deal.
Reviewed August 2026 · Decree-Law 21/2012 as amended through Law 4/2026 · Law 132/2025 on artificial intelligence
The regime
A veto power over who may own Italian strategic assets.
Golden Power is the Italian government's authority to review, condition or block transactions affecting assets it considers strategic. It sits with the Presidency of the Council of Ministers, it operates transaction by transaction, and it is separate from merger control — clearing one says nothing about the other.
The regime began in 2012 as a defence and national-security instrument. It has been widened repeatedly since, and the current perimeter reaches energy, transport, communications, health, agri-food, finance, credit and insurance, semiconductors, critical raw materials, and the category that surprises technology investors most: critical technologies, which expressly includes artificial intelligence, cybersecurity, robotics, biotechnology, nanotechnology and aerospace.
Two consequences follow, and they are the reason this page exists. First, a great many ordinary commercial transactions are inside the perimeter without anyone intending them to be. Second, the obligation is on the parties — there is no regulator that writes to tell you that you should have filed.
Does it apply to you
Four tests, applied in order.
Every screening answers these four questions and nothing else. If the first is no, the rest do not matter — and that answer is worth having in writing.
What does the target actually do?
Classification is by activity and assets, not by the company's stated business purpose or its registry code. A software company can hold a strategic asset; a manufacturer may not.
- What is designed, built, processed or supplied
- Whether any customer is public, defence or critical infrastructure
- Whether technology, data or capability falls within critical technologies
- Where assets, stock and personnel physically sit
Where is the investor ultimately controlled?
EU or non-EU status is determined through the ownership chain, not at the entity signing the contract. A Dutch holding company owned from outside the EU is treated as a non-EU investor.
- Ownership traced to ultimate beneficial owners
- Control assessed in substance, including via shareholder agreements
- Funds looked through to their controlling persons
- State ownership and state influence flagged separately
What is being acquired, and at what value?
Thresholds differ by sector and by the investor's status. In defence and national security they start at 3%. Elsewhere, non-EU investors are generally caught from 10% where the transaction is worth at least one million euro.
- Shareholding, voting rights or control, whichever is engaged
- Staged acquisitions measured cumulatively across thresholds
- Options, convertibles and shareholder rights considered
- Transaction value tested against the monetary floor
What kind of transaction is it?
The obligation is not limited to buying shares. Building from scratch and reorganising what you already own can both require clearance, which is where most unexpected filings come from.
- Share and asset acquisitions
- Greenfield operations established by non-EU investors
- Intra-group mergers, transfers and reorganisations
- Extraordinary transactions over strategic assets
Thresholds
Where the lines currently fall.
A reference summary, not a substitute for assessment on your facts. Sector definitions are set out in implementing decrees that are amended periodically, and classification of a specific business is very often the hardest part of the analysis rather than the arithmetic.
| Sector group | Who must notify | Threshold | Also caught |
|---|---|---|---|
| Defence & national security | Every investor, including Italian and EU | 3 · 5 · 10 · 15 · 20 · 25 · 50 % | OwnershipControlVoting rights |
| Energy · transport · communications · health · agri-food · finance | Any EU or Italian investor | controlling interest | Extraordinary transactions |
| The same, where the investor is non-EU | Non-EU investor | ≥ 10% · value ≥ €1m | GreenfieldIntra-group |
| Critical technologies — AI, cybersecurity, semiconductors, robotics, biotech, nanotech, aerospace | Non-EU investor | ≥ 10% (≥ €1m) or control | GreenfieldIntra-group |
| Critical raw materials — export | The exporting entity | notify ≥ 10 days ahead | 30% of value, min €30,000 |
| Share pledges over strategic assets | — | no automatic filing | Council of State, 5 Dec 2025 |
What catches people out
Three transactions nobody expects to be caught.
Screening is widely understood to apply to foreign takeovers of defence contractors. In practice, the filings that go wrong are ordinary corporate housekeeping.
Opening from scratch
Greenfield operations by non-EU investors are caught above the 10% line. A foreign group setting up an Italian subsidiary to do something in a strategic sector may need clearance before it starts — a fact usually discovered after a site, a team and a launch date already exist.
Reorganising what you already own
Intra-group mergers, transfers and restructurings over strategic assets require notification. Moving your own Italian subsidiary between two of your own holding companies is a transaction for these purposes.
12%of all 2024 filings were intra-groupBeing inside the perimeter at all
Critical technologies pulled artificial intelligence, cybersecurity, robotics and biotech into a regime most founders associate with submarines. A mid-market software acquisition can sit squarely inside it.
835filings in 2024, up 44.7% on 2023Once you must file
The clock, the freeze, and the four ways it ends.
Notification suspends the transaction. It cannot be completed, and voting rights attached to it are frozen, until the review concludes. Deal calendars have to be built around that from the start, because a long-stop date agreed without it will not survive contact with the process.
Optional pre-notification
Where classification is genuinely arguable, the parties may ask whether a notification is required at all and receive an assessment within thirty days. In 2024, 175 of the 835 filings were pre-filings — the question is common enough to have its own procedure.
Notification and standstill
The file is submitted with the transaction, the parties, the ownership chain, a description of the strategic assets and the commercial rationale. From that point the transaction cannot complete and voting rights are frozen.
The review period
Thirty days for 5G-related matters. Requests for information are common and reset expectations more often than parties anticipate; extensions of ten to twenty days are ordinary rather than a signal of difficulty.
Silence means consent
If the period runs out without a measure, clearance is deemed given. That is a real outcome and not a fallback to be relied on casually — the clock only runs from a complete filing.
The transaction proceeds as agreed. The most common result by a wide margin.
Conditions attach — often on assets, supply continuity, governance or technology — and bind for years afterwards.
Special powers exercised to block. Rare, and generally foreseeable from the sector and the acquirer's profile.
The review period expires without a measure and the transaction may complete.
If you do not file
The exposure is the transaction itself, not only a fine.
This is the part that changes how boards treat the question. A financial penalty can be absorbed. An agreement that is null and void cannot — the acquirer has paid for something the law does not recognise it as owning, and the government may order the position to be restored at the violator's expense.
Of the turnover of the party under the duty to notify, as the general ceiling for violations.
Agreements executed in breach of the regime's prescriptions have no legal effect.
Of transaction value, and not less than €30,000, for unnotified export of critical raw materials.
Delay in complying with a reinstatement order accrues a further penalty for each month it continues. There is no self-reporting amnesty, and there is no threshold below which the obligation is treated as immaterial.
What changed recently
The regime is moving, and the direction matters.
Three developments since December 2025 change how specific transactions are handled. Any analysis produced before them should be treated as out of date.
Law 4/2026 resequenced financial-sector review
For transactions in banking and finance, the government must now wait for the European Commission and the European Central Bank to complete their assessments before it may block a transaction or attach conditions. The reform also formalised “national economic and financial security” as a protected interest. Financial deals therefore run sequentially rather than in parallel, which lengthens the practical timetable even where the outcome is unchanged.
Council of State on share pledges
A pledge over shares in a company holding strategic assets does not itself trigger notification where voting rights remain with the pledgor until an event of default. This narrows the filing burden in leveraged structures — though enforcement of the pledge, when voting rights pass, is a different question.
Volumes rising sharply
Filings reached 835 in 2024 against 577 the year before, a rise of 44.7%. Part of that is a wider perimeter and part is greater awareness, but the practical effect for investors is the same: screening is now an ordinary feature of Italian transactions rather than an exceptional one.
The second gate
If the target uses AI, one transaction meets two regimes.
Artificial intelligence is a critical technology for screening purposes, so an AI target engages Golden Power. Separately, Italy has its own national AI statute — Law 132/2025, the first in the European Union, in force since 10 October 2025 — which layers national obligations on top of the EU AI Act from the day the business operates.
The same facts drive both analyses, and the outcome of one affects the other: conditions attached at clearance frequently bear on data, models, personnel and technology access. Assessed separately, the two answers tend not to reconcile.
Golden Power
Sector classification, investor nationality through the chain, threshold and trigger analysis, standstill against the deal calendar, and the route: no filing, pre-notification, or full notification.
Exposure if wrong: up to 3% of turnover and a void agreement.
Law 132/2025
Employees must be informed where AI is used, with system logic, data parameters, accuracy metrics and human oversight disclosed. Draft implementing decrees require a human decision-maker in employment decisions and provide that dismissals in breach are void. Supervision sits with AgID and ACN, alongside the sectoral regulators.
Draft decrees provide for penalties up to €35 million or 7% of worldwide turnover for prohibited practices. They were approved preliminarily on 10 June 2026 and remain subject to change.
Questions
What people ask before engaging.
Who is responsible for notifying — buyer or seller?
The duty falls on the parties to the transaction, and in practice the acquirer carries it commercially because the acquirer bears the consequence of a void agreement. Deal documents should allocate the obligation and the cost expressly rather than leaving it to be discovered at signing.
Does clearing merger control mean we are clear here too?
No. Golden Power and merger control are separate regimes with separate authorities, separate tests and separate timetables. A transaction can be cleared by the competition authority and still be blocked or conditioned under Golden Power, and the reverse is equally possible.
We are an EU investor. Are we outside the regime?
Not necessarily. In defence and national security every investor is caught, including Italian ones, from 3%. In several other strategic sectors any EU or Italian investor acquiring a controlling interest must notify. What EU status changes is the threshold, not the existence of the regime.
Our Italian entity is small. Is there a de minimis exemption?
There is a monetary floor of one million euro for certain non-EU cases, but there is no general small-company exemption. The analysis turns on what the target does and who is acquiring it, not on how large it is.
How long does a screening assessment take?
Our written assessment takes five business days from complete facts. That is separate from any filing: pre-notification carries a thirty-day statutory assessment, and a full notification runs to 45 business days plus extensions.
What if we have already completed a transaction without filing?
Take advice immediately and before anything else is done with the shares or assets. The position is not improved by waiting, and the analysis of what remedial steps are available depends heavily on the specific facts and on how the transaction was documented.
Next step
Find out whether this applies to you in five days.
Send us what the target does, where the ultimate investor is controlled, and what you are acquiring or building. We confirm scope and fee within one business day, and we will tell you plainly if you do not need us.
This page is general information about Italian foreign-investment screening under Decree-Law 21/2012 as amended, and about Law 132/2025 on artificial intelligence. It is not legal advice, it does not create a lawyer–client relationship, and it must not be relied on for any transaction. Thresholds and sector definitions are set by implementing decrees that are amended periodically; every figure is verified against the consolidated legislation before it appears in a client deliverable. Descriptions of implementing decrees under Law 132/2025 refer to measures approved preliminarily on 10 June 2026 that remain subject to change before final adoption. Legal positions are issued only under engagement and are signed by Italian qualified counsel; notification filings are conducted with Italian co-counsel.