Between manoeuvre and delegation a double track for premiums and start-ups

A dichotomy to be healed, or at least re-evaluated. The Budget Bill for 2026 currently in Parliament contains a number of measures that seem to be out of step with the enabling act to reform the tax system. An example of this is contained in Article 32 of the text currently pending in Parliament, which contains measures - currently plannedfor 2026 only, but it will then be a matter of verifying their actual temporal scope - concerning the taxation of treasury shares, the so-calledphantom stock (cash bonuses to employees linked to balance sheet results) and deduction of intangibles in the presence of impairment tests, which subvert the mechanisms currently in place.

What is puzzling is the incipit of the measure, which refers to Articles 6 and 9 of the enabling act, while in substance the measures in question create annoying double tracks. Of which, objectively, one could do without, given that one of the cardinal principles of the enabling act is precisely that of reducing these double tracks and bringing the accounting plan closer and closer to the tax plan, according to a principle of increasingly full derivation. What is even more problematic is that the measure should only concern 2026. But considering that the technical report does not ascribe the (positive) revenue effects and that in any case the monitoring of these cases is introduced in the declaration, the hypothesis that the measures are then extended cannot be ruled out.

Transactions in treasury shares have no income effects either in the IAS/IFRS framework or in the Oic framework. In fact, following the amendments of Legislative Decree 139/2015, they are recordedin a negative equity reserve and subsequent disposals have no income effects. Within this framework, and thus departing from the derivation, it is now provided that the difference between the consideration deriving from the sale of own shares or quotas and the relevant purchase cost is considered as revenue. For this purpose, treasury shares or units acquired at an earlier date are considered to be sold first. The discipline concerns transactions in own shares of SMEs in the context of incentive plans (Article 26 paragraph 6 Decree-Law 179/2012), the sale of treasury shares acquired in violation of the limits (Article 2357 paragraph 4), the obligation to sell where the fifth part of the capital has been exceeded (Article 2357-bis paragraph 2), cases of alienation or cancellation of shares or quotas of the parent company (Article 2359-ter), the obligation to sell against reciprocal shareholdings (Article 121 Tuf).

Within employee expenses (Article 95 of the Income Tax Act), the current paragraph 6-bis was introduced by the Budget Act for 2025. And it states that for IAS subjects, negative components charged to the income statement in connection with share-based payment transactions (equity settled) settled with their own equity instruments, or with shares of other group companies, are deductible at the time of the grant of the aforesaid instruments. From an accounting perspective (Ifrs 2), employee share plans are accounted for at cost on a pro rata temporis basis regardless of whether the options granted are actually exercised. The tax rule intended to postpone the deduction of the expense to the time of the actual assignment of the financial instruments (defusing Article 6 of the Ministerial Decree of 8 June 2011). The same postponement mechanism is now also extended to those plans where the shares are not granted, but ratherthe cash countervalue of the same.

Also for IAS subjects, the deductibility of trademarks and goodwill (Article 103, paragraph 3-bis of the Consolidated Income Tax Act) is now in eighteenths, regardless of the allocation to the profit and loss account, which for these subjects does not occur. The amendment concerns trademarks, goodwill and intangible assets with an indefinite useful life recognised in the same tax period or whose greater value has been recognised for tax purposes. It provides for deduction to an extent not exceeding one eighteenth of their value, starting from the tax period in which the relevant costs are charged to the profit and loss account and up to the amount of the latter. Since for Ias entities the impairment test is applied, the deduction is allowed only from the time the impairment is charged to the profit and loss account and to that extent.