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. In this regard, it should be noted that no challenge on the grounds of abuse of law may be raised [...]

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 limited liability company (S.r.l.). Consequently, abstaining shareholders are regarded as shareholders who have not voted in favour and are taken [...]

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 or a business division, as well as shareholdings meeting the “objective” requirements for the participation exemption relating to residence and/or [...]

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 conferimento di azienda. Secondo una risposta a interpello ancora inedita, si dovrebbe distinguere le partecipazioni detenute a seguito della costituzione [...]

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 Participation Exemption (PEX) under letters (a) and (b) of paragraph 1 of Article 87 of the TUIR are satisfied — [...]

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 of another. Such influence cannot be inferred solely from family or affinity relationships between individuals who are shareholders of different [...]

The ruling of 21 April 2026, No. 10456 addresses the requirement of business relevance under Article 109 of the Italian Income Tax Code (TUIR) and the deductibility of consultancy services recharged by a parent company within the framework of intra-group “service arrangements” governed by private agreements. It clarifies that, for the purposes of deducting intra-group [...]

According to the ruling of the Italian Revenue Agency dated 1 April 2026, No. 97, the disposal of shareholdings in companies engaged in the construction of electricity generation plants does not meet the commerciality requirement pursuant to Article 87(1)(d) of the TUIR for the purposes of the participation exemption, where the operational structure is not [...]

The ruling of the Corte di Cassazione of 23 March 2026, No. 6732, addressed the existence of the requirement of commercial activity for PEX purposes in relation to a company that initiated a redevelopment project concerning a real estate complex of a former foundry. It is noted that the rationale of Article 87 of the [...]

  In determining the holding period of the shareholdings received as a result of a business contribution pursuant to Article 176 of the Italian Income Tax Code (TUIR), the relevant period is the time during which the business or business unit, considered as a whole, has been held. The acquisition date of the individual assets [...]