Financial Law 2008/7
Business Reorganizations
The 2008 Finance Act (hereinafter the Finance Act) has made some changes to the regulation of extraordinary transactions envisaged by articles 172, 173, 175 and 176 of Presidential Decree no. 917 of 1986 (hereinafter TUIR).
The primary objective of the legislator was to introduce a single fiscal discipline for company transfer operations, also in order to eliminate the possibility of tax avoidance that arose at the time of carrying out an extraordinary operation.
To this end, with the changes made, the transfer of the company has become a structurally "neutral" operation (not generating capital gains), governed solely by Article 176 of the TUIR, and has been removed from the "implementation" regulations envisaged 175 of the TUIR, which was oriented solely to the conferment of controlling and associated shareholdings.
In other respects, the right to redeem tax misalignments found from demerger and merger operations was reintroduced through the payment of a substitute tax; this benefit was also extended to the misalignments ex company contributions.
Topics index
- General aspects
- Changes to the tax regime of Corporate Contributions
- Pre-financial regulatory framework
- Post-financial regulatory framework
- Contribution under a tax neutrality regime
- Substitute tax regime
- Goods subject to the Substitute Tax
- Method of payment of the tax
- Example of company transfer and consequent advantages
- Changes to the tax regime of company mergers and divisions
- Effective date of the new rules