The Ruling resolves the uncertainty left by Article 31, paragraph 2, of Law No. 193/2024, which raised the deduction to 65% and tied its accrual, for investments pending conversion, to the wire transfer bearing the reference “versamento in conto aumento di capitale”, provided the amount is booked to an equity reserve, without however defining the notion of convertendo. Endorsing the answer to parliamentary question No. 5-05188 of 25 March 2026 and citing Supreme Court order No. 24093/2023, the Agency looks to the substance of the instrument: no interest and no repayment obligation, an earmarked non-distributable reserve dedicated solely to conversion, and full exposure to business risk from subscription. Accordingly, using the reserve to cover losses does not prejudice the relief, whereas any return of the sums to the investor, even in indirect form, before the three-year holding period expires triggers forfeiture.
The Ruling is particularly relevant for club deals in start-ups and innovative companies, subject however to a decisive structural caveat: the benefit presupposes direct subscription of the SAFEs by individual investors, since Article 29-bis is reserved to IRPEF taxpayers investing directly or through qualifying UCIs (OICR), with a maximum deductible investment of EUR 100,000 per investor per tax period. In that configuration, splitting the investment among several participants, inherent in the club deal model, maximises the aggregate benefit, and accrual upon payment makes the tax return immediate and plannable, materially affecting the economics of pre-seed and seed rounds; the SAFE also allows staggered fundraising from multiple investors while deferring the cap table to the conversion round, with the capital increase resolution adoptable in advance with deferred effects. The position differs for a club deal channelled through a corporate SPV, which falls outside Article 29-bis and comes, if anything, within Article 29, granting a 30% relief whose accrual is tied, under the Ministerial Decree of 7 May 2019, to the booking of the contribution to share capital or share premium, hence to conversion, it being moreover doubtful whether a SAFE contribution is eligible at all pending conversion. The choice of structure is therefore, now more than ever, a first-order tax variable in deal design.
