Commissione Nazionale per le Società e la Borsa (CONSOB)

Overview

The Commissione Nazionale per le Societa e la Borsa (CONSOB), known in English as the National Commission for Companies and the Stock Exchange, is Italy's independent securities market regulatory authority responsible for investor protection, market transparency, securities market regulation, corporate disclosure oversight, and — under the Markets in Crypto-Assets Regulation (MiCA) — conduct-of-business supervision for crypto-asset service providers. Established in 1974 by Law No. 216 of June 7, 1974, CONSOB was created to assume securities market supervisory functions previously dispersed across the Ministry of Treasury and other government bodies.

Acting Chair (as of March 2026): Chiara Mosca, who assumed the role of Acting Chair on March 9, 2026, following the expiration of the term of the previous Chairman, Paolo Savona, on March 8, 2026. The Italian government has been deliberating on the appointment of a permanent Chair.

Italy operates a twin-peaks regulatory model for financial services. The Banca d'Italia (Bank of Italy) handles prudential supervision of banks, payment institution licensing, payment systems oversight, and macroprudential stability, while CONSOB handles securities market conduct supervision, investor protection, market transparency, corporate disclosure, and — under MiCA — the conduct-of-business aspects of crypto-asset service provider regulation. For MiCA specifically, Italy has adopted a shared competence model where CONSOB handles conduct and transparency rules for CASPs while the Bank of Italy handles prudential aspects. Understanding this division is critical for entities seeking to operate in Italy's financial services market.

CONSOB is headquartered in Rome at Via Giovanni Battista Martini 3, with an additional office in Milan at Via Broletto 7. The organization employs approximately 600-700 staff across its supervisory, enforcement, market surveillance, corporate disclosure, and administrative divisions. CONSOB supervises approximately 100+ investment firms, numerous collective investment schemes, the Borsa Italiana trading infrastructure (now part of Euronext), and an expanding population of crypto-asset service providers transitioning to MiCA authorization.

Basic Identity

Classification

Inclusion Justification

What This Entity Oversees

Securities Markets and Trading Infrastructure

CONSOB is the primary conduct-of-business regulator for Italy's securities markets and market infrastructure. Italy's main trading infrastructure is operated by Borsa Italiana S.p.A., which became part of the Euronext group in 2021 following its acquisition from the London Stock Exchange Group. Key functions include:

• Stock Exchange Conduct Oversight — Supervision of market conduct on Borsa Italiana's equity markets (MTA/Euronext Milan), AIM Italia/Euronext Growth Milan for smaller companies, and the fixed-income markets
• Market Surveillance — Real-time monitoring and analysis of trading activity for market abuse, insider dealing, market manipulation, and other forms of misconduct under the EU Market Abuse Regulation (MAR)
• Pre-Trade and Post-Trade Transparency — Enforcement of MiFID II transparency requirements for equity and non-equity instruments traded on Italian venues
• Prospectus Review and Approval — Review and approval of prospectuses for public offerings of securities and admissions to trading on Italian regulated markets, under the EU Prospectus Regulation
• Takeover Regulation — Supervision of mandatory and voluntary takeover bids for listed companies, including assessment of compliance with fairness and disclosure requirements
• Short Selling Oversight — Monitoring and enforcement of the EU Short Selling Regulation, including net short position reporting and temporary short selling bans during market stress

CONSOB maintains sophisticated market surveillance systems and coordinates with Euronext's pan-European surveillance framework and ESMA's cross-border enforcement mechanisms.

Investment Firm Conduct Supervision

CONSOB supervises the conduct of investment firms operating in Italy under the MiFID II framework. While the Bank of Italy handles prudential authorization and capital adequacy for investment firms, CONSOB is responsible for conduct-of-business regulation. Key activities include:

• Conduct-of-Business Rules — Enforcement of client suitability assessments, appropriateness tests, best execution requirements, conflicts of interest management, and inducements disclosure
• Product Governance — Oversight of product manufacturing and distribution governance requirements for investment products, including target market identification and product testing
• Investor Suitability and Appropriateness — Monitoring of investment firm compliance with client categorization (professional, retail, eligible counterparty) and related conduct obligations
• Cross-Border Service Provision — Oversight of EU/EEA firms providing investment services into Italy under passporting and monitoring of third-country firm access
• Product Intervention Measures — National product intervention powers to restrict or prohibit the marketing, distribution, or sale of specified financial instruments or activities
• Financial Advisors Register — Maintenance of the register of financial advisors (consulenti finanziari) and their supervisory firms

Corporate Disclosure and Governance

CONSOB exercises significant authority over corporate disclosure, transparency, and governance for Italian listed companies. Key functions include:

• Periodic Financial Reporting — Monitoring of annual and interim financial report filings by listed companies, ensuring compliance with IFRS and Italian accounting standards
• Inside Information Disclosure — Enforcement of timely disclosure requirements for inside information under MAR, including the assessment of delayed disclosure justifications
• Major Shareholding Notifications — Processing and publication of major shareholding notifications (participation above specified thresholds) in Italian listed companies
• Related-Party Transactions — Oversight of related-party transaction disclosure and approval procedures for listed companies
• Corporate Governance Code Compliance — Monitoring of compliance with Italy's Corporate Governance Code (Codice di Corporate Governance) on a comply-or-explain basis
• Proxy Voting and Shareholder Rights — Enforcement of shareholder rights, proxy solicitation rules, and annual general meeting procedures

Collective Investment Scheme Supervision

CONSOB supervises the marketing, distribution, and investor disclosure aspects of collective investment schemes in Italy:

• Fund Marketing and Distribution — Oversight of how UCITS, AIFs, and other collective investment products are marketed and distributed to Italian investors
• Key Information Documents — Enforcement of PRIIPS KID requirements and UCITS KIID disclosure standards for funds distributed in Italy
• Cross-Border Fund Distribution — Monitoring of the notification process for foreign funds distributed in Italy
• Fund Governance Conduct — Oversight of conduct standards for fund managers in their investor-facing activities

Italy is one of the EU's largest fund distribution markets, with significant retail investor participation in both domestic and cross-border collective investment schemes.

Crypto-Asset Service Provider Conduct Supervision under MiCA

Under MiCA, CONSOB has assumed conduct-of-business supervision responsibilities for crypto-asset service providers operating in Italy. Italy adopted a shared competence model between CONSOB and the Bank of Italy for MiCA implementation. Key activities include:

• Conduct Rules for CASPs — Enforcement of investor protection requirements, fair dealing obligations, conflicts of interest management, and best execution standards for crypto-asset services
• Crypto-Asset White Paper Review — Authority to review and assess crypto-asset white papers for compliance with MiCA disclosure requirements (for tokens other than ARTs and EMTs)
• Marketing Communications Oversight — Supervision of crypto-asset marketing communications, including fairness, clarity, and non-misleading standards
• Joint Notice with Bank of Italy — CONSOB and the Bank of Italy issued a joint notice establishing the MiCA transition framework for Italy, with a December 30, 2025 application deadline for existing VASPs
• OAM Register Transition — Transition from the pre-MiCA Organismo Agenti e Mediatori (OAM) VASP register to full MiCA authorization, with a grace period until June 30, 2026 for firms that submitted timely applications
• Investor Warnings — Publication of warnings urging investors to verify whether their crypto-asset service provider is registered in the OAM list or plans to obtain MiCA authorization

Italy has been among the stricter EU Member States in enforcing MiCA transition deadlines, with CONSOB publicly warning firms that failing to apply by the December 30, 2025 deadline would result in loss of the right to continue operations.

Crowdfunding Supervision

CONSOB supervises crowdfunding service providers in Italy under the EU Crowdfunding Regulation (2020/1503):

• Crowdfunding Platform Authorization — Licensing of equity-based and lending-based crowdfunding platforms
• Investor Protection Standards — Enforcement of suitability assessments, investment limits, and disclosure requirements for crowdfunding investors
• Pre-EU Regulation Legacy — Italy was among the first EU Member States to regulate equity crowdfunding through CONSOB Regulation No. 18592 of June 26, 2013, which created one of the earliest dedicated crowdfunding frameworks in Europe
• Updated CONSOB Regulation 22720 — CONSOB Regulation No. 22720 of June 1, 2023, implements EU Regulation 2020/1503 on crowdfunding service providers for enterprises

Audit and Financial Reporting Oversight

CONSOB exercises specific functions related to audit quality and financial reporting for listed companies:

• Auditor Independence — Monitoring of auditor independence and rotation requirements for public interest entities
• Financial Reporting Enforcement — Periodic reviews of financial statements filed by listed companies for IFRS compliance
• Enforcement Actions — Sanctions for financial reporting violations and audit quality failures

Recent Developments (2025-2026)

MiCA December 2025 Hard Deadline: Italy set a December 30, 2025 deadline for existing VASPs to submit MiCA authorization applications. Firms that missed this deadline were required to cease offering crypto-asset services to Italian users.

Grace Period until June 30, 2026: VASPs that submitted timely applications were granted a grace period to continue operations until June 30, 2026, while regulators process applications.

Joint CONSOB-Bank of Italy MiCA Implementation Decree: The MiCA implementation decree and joint notice from CONSOB and the Bank of Italy established the detailed procedural framework for CASP authorization in Italy.

ESMA CASP Guidelines Adoption: CONSOB officially adopted the ESMA guidelines on crypto-asset service provider regulation for implementation in Italy.

Acting Chair Transition: The expiration of Paolo Savona's chairmanship on March 8, 2026, and the appointment of Chiara Mosca as Acting Chair created a leadership transition period, with the Italian government deliberating on a permanent appointment.

Regulatory Powers

CONSOB possesses comprehensive administrative enforcement authority:

• Administrative Fines — Authority to impose significant administrative fines for violations of securities laws, market abuse, and disclosure failures, with amounts specified in the TUF and ranging up to several million euros depending on the infraction category
• Corrective Orders — Binding directives requiring regulated entities or listed companies to take specific remedial actions
• License Suspension or Revocation — Power to withdraw or suspend conduct authorization for investment firms and other regulated entities (in coordination with Bank of Italy for prudential aspects)
• Trading Suspensions — Authority to suspend trading in specific securities on Italian venues
• Public Warnings and Blacklists — Publication of warnings about unauthorized entities, scam platforms, and non-compliant service providers — CONSOB maintains an extensive blacklist of unauthorized investment platforms
• Prohibition Orders — Authority to prohibit individuals from holding management or control positions in regulated entities
• Injunctive Relief — Power to seek injunctive relief from courts for urgent matters including unauthorized activity and ongoing market abuse
• Website Blocking — Authority to order Italian internet service providers to block access to websites offering unauthorized financial services to Italian residents — a power that CONSOB has exercised extensively against hundreds of unauthorized platforms
• Seizure and Confiscation — Coordination with judicial authorities for seizure of assets and proceeds derived from securities law violations

Regulatory Role and Function

Acting Chair: Chiara Mosca (from March 9, 2026)

Previous Chairman: Paolo Savona (term expired March 8, 2026)

Commission Members: The CONSOB Commission consists of a Chair and four Commissioners, appointed by decree of the President of the Italian Republic on the proposal of the President of the Council of Ministers.

Organization Structure:

• Corporate Governance and Corporate Information Division
• Markets and Financial Advisors Division
• Intermediaries and Asset Management Division
• Consumer Protection Division
• Market Surveillance Division
• Accounting and Auditing Division
• Legal Division
• Administrative and Technology Services Division
• Economic Research Division
• International Relations and Regulatory Policy Division

Physical Address (Rome — Main Office):

Commissione Nazionale per le Societa e la Borsa (CONSOB)

Via G. B. Martini 3

00198 Rome

Italy

Milan Office:

Via Broletto 7

20121 Milan

Italy

Telephone: +39 06 84771 (Rome) / +39 02 72420 1 (Milan)

Website: https://www.consob.it

Key Contact Points:

• Public Relations Office: [Available through official website]
• Press Office: [Available through official website]
• Investor Complaints: [Available through official website — Consumer Protection section]
• International Relations: [Available through official website]

Legal Foundation

CONSOB operates under Italy's comprehensive financial regulatory framework:

• Law No. 216 of June 7, 1974 — The founding legislation that established CONSOB as Italy's securities market supervisory authority, transferring securities supervision functions from the Ministry of Treasury
• Legislative Decree No. 58 of February 24, 1998 — Testo Unico della Finanza (TUF) — The Consolidated Law on Financial Intermediation, which is the primary and most comprehensive legislation governing CONSOB's powers, functions, and scope of authority over securities markets, investment firms, collective investment schemes, corporate disclosure, and market abuse enforcement. The TUF has been amended numerous times to transpose EU directives and implement regulatory reforms
• Law No. 262 of December 28, 2005 — The Savings Protection Law (Legge sulla tutela del risparmio), which strengthened CONSOB's powers following corporate scandals (Parmalat crisis)
• Regulation (EU) 2023/1114 — Markets in Crypto-Assets (MiCA) — Directly applicable EU regulation assigning CONSOB conduct supervision responsibilities for CASPs in Italy (shared competence with Bank of Italy)
• Italian MiCA Implementation Decree — National implementing legislation establishing the procedural framework for CASP authorization and the CONSOB/Bank of Italy competence split
• Regulation (EU) No 600/2014 — MiFIR and Directive 2014/65/EU — MiFID II — The EU securities markets framework, transposed into Italian law through amendments to the TUF
• Regulation (EU) No 596/2014 — Market Abuse Regulation (MAR) — Directly applicable EU regulation for market abuse prevention, with CONSOB as the competent enforcement authority
• Regulation (EU) 2017/1129 — Prospectus Regulation — EU framework for securities prospectus approval, with CONSOB as the competent authority
• Regulation (EU) 2020/1503 — European Crowdfunding Service Providers Regulation — Framework for crowdfunding platform authorization in Italy
• CONSOB Regulation No. 11971 of May 14, 1999 (Issuers Regulation) — Implementing regulation for listed company disclosure, takeover bids, and corporate governance
• CONSOB Regulation No. 20307 of February 15, 2018 (Intermediaries Regulation) — Implementing regulation for investment firm conduct-of-business requirements under MiFID II
• CONSOB Regulation No. 22720 of June 1, 2023 — Implementing regulation for crowdfunding service providers under EU Regulation 2020/1503
• Anti-Money Laundering Decree (Legislative Decree 231/2007) — AML/CFT framework applicable to CONSOB-supervised entities

Licensing and Authorization Relevance

CONSOB licenses and authorizes (or co-authorizes) the following categories:

Payments and Money Movement Relevance

CONSOB has limited direct payments relevance compared to the Bank of Italy, but several functions intersect with value transfer:

Payment Systems Governed or Overseen

CONSOB's direct payment system oversight is limited, with primary payment system responsibilities held by the Bank of Italy. However, CONSOB oversees the following settlement and market infrastructure:

Relationship to Other Regulators

CONSOB operates within Italy's twin-peaks regulatory model and maintains extensive relationships with domestic and international bodies:

• Banca d'Italia (Bank of Italy) [A214-IT-NAT] — Italy's central bank handles prudential supervision of banks, investment firm capital adequacy, payment institution licensing (PSD2), electronic money institution licensing, payment systems oversight, and macroprudential stability. CONSOB and the Bank of Italy coordinate through formal protocols and joint notices, particularly for MiCA implementation (shared competence model), investment firm dual authorization, and cross-sectoral financial stability matters
• IVASS (Istituto per la Vigilanza sulle Assicurazioni) — Italy's insurance supervisory authority; coordination with CONSOB on insurance-linked investment products and distribution conduct
• COVIP (Commissione di Vigilanza sui Fondi Pensione) — Italy's pension fund supervisory authority; coordination on pension investment regulation
• European Securities and Markets Authority (ESMA) [A031-EU-SUP] — CONSOB is an active participant in ESMA's supervisory convergence work, contributes to ESMA policy development, and coordinates on cross-border enforcement and MiCA implementation
• European Banking Authority (EBA) [A016-EU-SUP] — Coordination on the MiCA/PSD2 interface and banking-securities regulatory boundary
• European Central Bank (ECB) [A015-EU-SUP] — Indirect coordination through the Bank of Italy for banking-related matters and financial stability
• European Systemic Risk Board (ESRB) — Participation in macroprudential risk assessment and systemic risk monitoring
• International Organization of Securities Commissions (IOSCO) — Active participation in global securities regulation policy development and cross-border enforcement cooperation
• Financial Action Task Force (FATF) [A039-INTL-SUP] — AML/CFT coordination for investment firms and crypto-asset service providers
• OAM (Organismo Agenti e Mediatori) — CONSOB coordinates with the OAM, which maintained the pre-MiCA VASP register in Italy and continues to manage the register of agents and credit brokers

Geography and Jurisdiction Notes

Important Departments and Divisions

Key Public Resources

Notes on Naming and Language