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The Tax Authority censures, for ethical purposes, outgoing shareholder reinvestment of in the context of an MLBO transaction

February 7, 2024

In response to advance tax ruling no. 22/2024, the Tax Authority confirms the previous position taken with legal principle no. 1 of 2019, whereby it deemed that the reinvestment made by the outgoing shareholders, in the absence of offsetting by the credit accrued from the transfer of the shareholdings, constitutes an undue use of the ACE benefit censurable pursuant to Article 10-bis of Law no. 212/2000, given (i) the circularity of the transaction i.e. its inability to produce appreciable economic effects beyond obtaining an undue tax advantage and (ii) the failure of the outgoing shareholders to introduce new financial resources into the company, but the mere circularity of the cash flow.

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PERSONNEL SECONDMENT – Important information for VAT purposes

Law 166/2024 was published in the Official Journal under number 267 of 14 November 2024, converting Legislative Decree 131/2024 (the so-called EU Infringement Rescue Decree), and contains provisions for the closure of a series of infringement procedures with the European Union, including one concerning the VAT regime for the secondment of personnel.

New tax residency regulations – Ministerial Memorandum no. 20

The Italian Tax Revenue Agency, with the publication of ministerial memorandum no. 20/E of 4 November, reveals the effects of the changes introduced by Legislative Decree 209 of 2023 (Implementation of tax reform in international taxation) regarding the tax residence of individuals, companies and entities that have been operational starting from 2024.

Clarifications regarding share transfers and mergers – Tax Revenue Agency Answer no. 200/2024

The Italian Tax Revenue Agency, in response to question no. 200 of 11 October 2024, considered a series of extraordinary transactions consisting of two induced neutrality transfers (pursuant to art. 177 co. 2 and 2-bis of the TUIR, Italy’s Consolidated Law on Income Tax) and a merger to be evasive.

New PVC – Digital Signature for Subscription

On 30 September 2024, pursuant to article 38-bis, paragraph 2 of Presidential Decree 600/73, provision no. 372380 of the Tax Revenue Agency was published, clarifying the procedures for signing tax audit reports issued at the conclusion of administrative tax control activities by the members of the Tax Revenue Agency.

Amendments to the Cooperative Compliance Regime

Upon the introduction of Legislative Decree 108/2024 – Official Gazette no. 182 on 5 August 2024, amendments to Legislative Decree 128/2015 were passed which integrated the provisions of the cooperative compliance regime (a recent topic of discussion from 15 July 2024).

The Biennial Preventive Agreement (BPA)

Legislative Decree no. 13 from 12 February 2024, with the aim of reinforcing cooperative compliance institutions, has established the Biennial Preventive Agreement (BPA) through which, upon the reaching of an agreement between the Italian Tax Agency and an individual tax payer, the latter shall be able to determine, for a two-year period, the income which derives from the exercise of its business or from that of trade and business-related to income tax and IRAP (regional tax on productive activities) purposes. The new institution does not, however, impact current VAT regulations.

Cooperative Compliance Regime

Legislative decree no. 128/2015 signed into legislation the Cooperative Compliance Regime with the aim of promoting stronger forms of communication and cooperation between the Italian Tax Authorities and taxpayers whose framework includes systems for detection, measurement, management and control of tax risks and exposure.

Penalty system reform – Council of Ministers, 24 May 2024 – News related to Voluntary Correction of Errors procedure and Cumulative Judgment

The Council of Ministers’ meeting on 24 May 2024 definitively approved the text of the implementing decree of tax delegation containing penalty system reform.

Judgement No. 2403/17/2024 of the Tax Court of Second Instance of Lazio – immediate implementation of the judgment of the European Court of Justice in Case C-341/22

The Tax Court of Second Instance of Lazio in Judgment No. 2403/17/2024, immediately applying the findings of the European Court of Justice in Case C-341/22 of March 7, recognized the right to a VAT refund of a company with a systematic loss, disapplying art. 30 of Law No. 724/1994.

The demerger by demerger split as a worthwhile alternative to the transformation of a permanent business establishment in Italy into a subsidiary

As already discussed in a previous article (ed. March 5, 2024), with the introduction of Article 2506.1 into the Civil Code, a new form of partial corporate split-up known as demerger by demerger split has been included in our legal system, through which the demerged company assigns part of its assets to one or more newly established companies (or even for the benefit of pre-existing companies, as provided by Bill No. 209 of November 7, 2023 of the Milan Notary Council) receiving in exchange shares or quotas of said company.
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articoli recenti

PERSONNEL SECONDMENT – Important information for VAT purposes

New tax residency regulations – Ministerial Memorandum no. 20

Clarifications regarding share transfers and mergers – Tax Revenue Agency Answer no. 200/2024

New PVC – Digital Signature for Subscription

Amendments to the Cooperative Compliance Regime

The Biennial Preventive Agreement (BPA)