The rewording of Article 177(2) of the Italian Income Tax Code (TUIR) by Article 17 of Legislative Decree No. 192 of 13 December 2024 had left open a question of real interest for wealth planning: whether the legislator, by removing any reference to the shares or quotas received by the contributor and requiring only the acquired company to be a corporation, intended to extend the “controlled realisation” regime to contributions into a società semplice (simple partnership). In Ruling No. 176 of 21 September 2026, the Italian Revenue Agency (Agenzia delle Entrate) answers in the negative. Yet the way it reaches that conclusion deserves more attention than the conclusion itself.
The case is a textbook one. Two shareholders, holding 98% and 2% respectively of a holding company, intend to set up a società semplice and contribute to it the entire share capital of the holding, which would thereby become controlled de jure under Article 2359(1)(1) of the Italian Civil Code. They seek to take as the realisation value the corresponding portion of net equity arising at the recipient company, observing, not without reason, that the current provision refers to the “recipient company” without any restriction as to its legal form.
The Agency concedes the textual point. It acknowledges that the reform shifted the subjective requirement onto the acquired company and says nothing about the nature of the recipient, whereas under the previous wording Resolution No. 43/E of 4 April 2017 had already excluded the società semplice. It is therefore not the legal form of the vehicle that is rejected, but its ability to produce the figure on which the provision rests. In the Agency’s words, the realisation value, “by way of derogation from the fair market value criterion under Article 9 of the TUIR, continues to be anchored to the increase in the net equity of the recipient company resulting from the contribution”, and that net equity “must therefore continue to reflect the accounting records of the recipient company”, drawn up according to statutory valuation criteria “to which only companies required to keep accounting records are subject”. This is the reasoning of Circular No. 33/E of 17 June 2010: the regime is not one of tax neutrality, but a measurement criterion that depends on how the recipient company accounts for the contribution.
Since a société semplice cannot carry on commercial activities (Article 2249 of the Civil Code), falls outside the rules on annual financial statements (Articles 2423 et seq. of the Civil Code) and the bookkeeping obligations of entrepreneurs (Article 2214 of the Civil Code), and since the account owed to partners under Article 2261(2) of the Civil Code “does not by law take the place of the annual financial statements and the related valuation criteria”, the Agency concludes that it lacks an accounting framework capable of determining the relevant figure “objectively and on a documented basis”. The contribution is therefore valued at fair market value under Article 9(2) and (5) of the TUIR, and the resulting capital gain is taxed in the hands of the contributors.
This is where the opening lies. The decisive requirement, namely the existence of accounting records expressing net equity according to statutory criteria, is not written in the provision: it is a systematic inference, and the Agency itself builds it on the typical statutory model of the società semplice, not on an express prohibition. A società semplice that adopts ordinary bookkeeping under its articles of association, prepares its accounts according to the formats of Articles 2423 et seq. of the Civil Code, and records the contributed shareholding as an increase in net equity so presented is not the società semplice described in the ruling. If the issue is the measurability of the realisation value rather than the form of the vehicle, a diligent taxpayer would have arguments to maintain that the door, closed as a matter of administrative practice, remains open as a matter of law. On this point, however, the Agency may have missed an opportunity to clarify whether the voluntary adoption of an accounting framework consistent with statutory financial reporting criteria is sufficient to access the regime, or whether exclusion is a necessary consequence of the chosen legal form. The ruling reasons on the abstract statutory model of the società semplice and does not address the far from theoretical case of a società semplice that keeps ordinary accounts and applies the related valuation rules. This silence leaves the matter to a future clarification, which would be most welcome.
The società semplice remains an excellent top-tier vehicle for group structures, thanks to the flexibility its articles of association offer in governing relations among partners and generational transfers, and to the stability it provides in holding shareholdings. However, populating it with controlling interests by way of contribution ordinarily triggers taxation at fair market value, under Article 9 of the TUIR, of the latent capital gain on the contributed shareholdings. For long-established family holding companies, whose historical tax base is now far removed from current values, this cost may undermine the viability of the entire reorganisation.
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