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 [...]
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 [...]
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 [...]
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 [...]
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 [...]
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 [...]
Consultancy costs recharged by the parent company – Deductibility – Conditions (Supreme Court, 21 April 2026, No. 10456)
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 [...]
Commerciality requirement – Companies constructing electricity generation plants – Absence (Italian Revenue Agency ruling of 1 April 2026, No. 97)
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 [...]
Requirement of commercial activity – Preparatory activities for property development (Italian Supreme Court, 23 March 2026, No. 6732)
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 [...]