Accounting

Shell companies, exit strategy with assets assigned to shareholders

The proposed facilitation follows the discipline of previous editions. Among the advantages in terms of taxation is first and foremost the substitute tax on income realised as a result of the transaction

by Gian Paolo Ranocchi and Lorenzo Pegorin

30 December 2024

Società di comodo, exit strategy con i beni assegnati ai soci

3' min read

New chance for facilitated allocations and transfers of assets to shareholders and facilitated transformations into simple companies. Transactions that - among other things - could solve many problems for the so-called 'shell companies', even considering that the recent Legislative Decree 192/2024, substantially halving the coefficients for determining the minimum revenue and income provided for fixed assets consisting of real estate with effect as early as the 2024 period, has reduced the risks.

The regulation of the facilitations contained in the 2025 Manoeuvre (paragraphs 31-36 of Article 1) follows the previous editions, the last of which was regulated by Article 1, paragraphs 100-105 of Law 197/2022, except for the necessary time alignments. In particular, the benefits apply on condition that the transactions take place by 30 September 2025 and that the beneficiaries' status as shareholders is certified on 30 September 2024.

The opportunity is interesting because the rules governing special taxation for those who, meeting the requirements, avail themselves of one of the facilitated transactions deliver certain advantages in terms of direct and indirect taxes (other than VAT). First and foremost, a taxation of the income, realised as a result of the facilitated transaction, with a reduced substitute tax (8% or 10.5% for shell companies) that discharges the tax obligations of both the company and the shareholders.

This substitute must be paid 60% by 30 September 2025 and the remainder by 30 November 2025.

50% reduction of registration tax due on real estate transfers

Also worth mentioning is the 50 per cent reduction in the registration tax due on real estate transfers and the application of hypocatastical taxes at a fixed rate.

The possibility of determining the value of the real estate in the figure resulting from the application of the revalued cadastral value is confirmed.

This also applies in relation to the determination of any taxable income in the hands of the shareholders, which may arise as a result of the favourable transaction chosen (dividends in the case of an assignment made by a corporation drawing from profit reserves, or any 'sub-zero' in assignments made by any type of company). Moreover, the possibility of fixing the value of the property in the revalued cadastral datum also blocks the possibility that the Agency may inspect in the assessment the value of the property passed from the entrepreneurial sphere of the company to the private one, without consideration.

Tax-suspension reserves cancelled as a result of the assignment of assets to shareholders and those of companies that transform into simple companies are subject to a substitute tax of 13 per cent. This measure is higher than that governed by Article 14 of Legislative Decree 192/2024, which implemented Delegated Law 111/2023.

According to this provision, revaluation surpluses, reserves and funds, in suspension of taxation, existing in the balance sheet of the financial year in progress as of 31 December 2023, which remain at the end of the financial year in progress as of 31 December 2024, may be franked, in whole or in part with the application of a 10% substitute tax to be paid in the income tax return relating to the tax period in progress as of 31 December 2024 and to be paid in four instalments of equal amount (the first instalment to be paid by the deadline for the payment of the balance of the income tax relating to the same tax period).

Those who, by next September 2025, intend to proceed with one of the facilitated transactions that may affect a dormant reserve, therefore, may be interested in evaluating, where applicable, the early redemption of the reserve. On this point, however, it is necessary to wait to see the content of the implementing measure provided for in paragraph 2 of the aforementioned Article 14.

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Shell companies, exit strategy with assets assigned to shareholders

The proposed facilitation follows the discipline of previous editions. Among the advantages in terms of taxation is first and foremost the substitute tax on income realised as a result of the transaction

50% reduction of registration tax due on real estate transfers

Brand connect

I prossimi eventi

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