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Contributions of Shareholdings under the Controlled Realisation Regime – Establishment of a Purely Passive Holding Company – Generational Succession as a Potentially Valid Commercial Rationale
The establishment of a so-called "purely passive holding company" through contributions of shareholdings under the controlled realisation regime must be assessed in light of potential challenges under the rules governing the abuse of tax law. [...]
Voting Majority – Treatment of Abstentions (Guidelines H.B.44 and I.B.35 of the Triveneto Committee of Notaries)
In its latest guidelines, the Triveneto Committee of Notaries clarifies that abstentions are treated as votes against a resolution at both the general meeting of a joint-stock company (S.p.A.) and the shareholders’ meeting of a [...]
Uninterrupted ownership (the “holding period”) – Shareholding acquired as a result of a contribution under the “controlled realisation” tax regime or by way of a demerger (“scissione mediante scorporo”) – Effects
With regard to a demerger by way of a “scissione mediante scorporo” pursuant to Article 2506.1 of the Italian Civil Code, involving the transfer to a pre-existing beneficiary company of assets other than a business [...]
Costituzione di nuova società e sottoscrizione del capitale sociale – Holding period
In merito, si pone il dubbio interpretativo sulla sussistenza dei requisiti per beneficiare della pex, in considerazione dell'esistenza di partecipazioni acquisite nella fase di costituzione della conferitaria e di partecipazioni acquisite/ricevute successivamente in cambio del [...]
Incorporation of a New Company and Subscription of Share Capital – Subsequent Capital Increase by Means of a Business Contribution under Tax Neutrality – Transfer of the Participation Received – Holding Period
The analysis concerns the case of a business contribution followed by the disposal of the participation received in exchange. In this regard, an interpretative question arises as to whether the conditions for benefiting from the [...]
Corporate link – Significant influence – Family or affinity relationships – Corporate group
In its judgment of 13 April 2026, No. 9260, the Supreme Court held that an external corporate link requires proof of the actual exercise of significant influence by one company over the strategic shareholders’ decisions [...]