- Main Innovations Introduced by the Decree
Agricultural Income
One of the innovations concerns the agricultural sector, where the decree aims to promote advanced techniques such as vertical farming and hydroponic cultivation. According to Deputy Minister Maurizio Leo, these measures are designed to encourage the adoption of modern and technological farming practices, providing specific tax benefits to support a sector that represents a cornerstone of the Italian economy.
Tonnage Tax
Following an agreement with the European Commission, the entry into force of the Tonnage Tax regime has been further postponed, thus allowing the Italian maritime sector a smoother transition toward the new system.
Self-Employment Income
The decree significantly aligns the method of determining self-employment income with that used for business income. Income derived from arts and professions will now be calculated as the difference between all amounts received and expenses incurred. Social security contributions, analytical reimbursements paid to the client, and shared expenses related to the use of real property and services will not be included in the taxable base.
Extraordinary Transactions and Professional Activities
The decree introduces fiscal neutrality for contributions of unified groups of tangible, intangible assets, and liabilities to professional corporations (società tra professionisti). This regime also applies to transformations, mergers, and demergers of such corporations. A noteworthy development is the possibility to amortize client-list acquisition costs and other intangible assets over five years (instead of the usual eighteen).
Extraordinary Step-Up
Extraordinary options are provided to step up reserves and revaluation surpluses existing as of December 31, 2024. The substitute tax is set at 10% and may be paid in installments over four years. This measure offers a significant opportunity to realign book values and tax values.
Liquidation Rules
A relevant change concerns liquidation procedures: if they are completed within three years (for IRPEF) or five years (for IRES), it will be possible to offset residual losses or opt for separate taxation. These rules apply to liquidations initiated starting from 2025.
Non operative Companies (Società di Comodo)
The decree also targets “non operative companies,” reducing the minimum revenue thresholds required to avoid the application of this penalizing regime.
- Company reorganisations: A New Regulatory Framework
A key aspect of the decree is the strong incentive for corporate and asset reorganizations, with particular attention to generational business transfers. The objective is to facilitate business continuity within entrepreneurial families by offering more flexible tools and clearer regulations.
Contributions of Shareholdings
- Control Integration
The reform of the realized-value control regime (Article 177(2) of the Italian Consolidated Income Tax Code, TUIR) removes restrictions concerning the attainment of control. Minority shareholders may now contribute to achieving control over the contributed company while retaining fiscal neutrality.
- Shareholdings in Foreign Companies
The preferential regime is extended to contributions of shareholdings in non-resident companies, expanding international tax-planning possibilities.
- Family Holding Companies
A new framework has been introduced for family holding companies (Article 177(2-bis) TUIR), allowing the creation of “lineage holdings” owned by family members (up to the third degree of kinship and the fifth degree of affinity). This mechanism is intended to prevent the fragmentation of corporate control in subsequent generations.
Indirect Sub-Threshold Shareholdings
The decree eliminates the requirement to calculate shareholding percentages through “demultiplier” method. Henceforth, shareholdings in operating companies (non-holding companies) will no longer impede access to the preferential regime, making these transactions more broadly accessible.
Demerger and Spin-Off
The regulations on demergers through spin-off are supplemented by retroactive fiscal provisions to ensure uniform application to ongoing transactions. Specific rules are provided for calculating the holding period of the received shareholdings—an aspect essential for applying the participation exemption (PEX).
Conclusions
This implementing decree marks a significant turning point in Italian taxation, easing the execution of extraordinary transactions and promoting corporate and asset continuity. Through fiscal neutrality and simplified regulations, the legislator aims to encourage reorganizations and generational business transfers, producing favorable outcomes for both companies and entrepreneurial families.
