Tax advisory
Restructuring & business succession
We carefully plan the tax aspects of conversions, contributions and mergers and support the handover of your business to the next generation.
Service area Tax advisory
What matters to you
A new legal form, the merger of companies or the handover to the next generation also change the tax position. We examine the effects before you commit to a structure.
We compare tax structuring options and align them with your business objectives. We include valuations, contracts and notarial steps in the planning from the outset.
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Conversions and contributions
Italian tax law allows many restructurings to be carried out on a tax-neutral basis. These include conversion (trasformazione), merger (fusione), demerger (scissione) and the contribution of a business (conferimento d’azienda) to a company. Hidden reserves are generally not realised but carried over to the new structure.
Neutral, however, does not mean without consequences. Points to consider include the carry-forward of tax losses, which is only possible to a limited extent in mergers, the indirect taxes on the transfer and the later taxation when the shares received are sold.
- Contribution of a sole proprietorship to a company
- Mergers and demergers of companies
- Contribution of businesses and business units
- Share exchanges and setting up holding structures
Family business succession
When businesses or shareholdings are transferred within the family, inheritance and gift tax relief may apply. The requirements vary depending on the type of transfer and legal form. In particular, we check the group of recipients, shareholding structures and the conditions to be met afterwards.
To settle matters between several children, Italian law offers, among other things, the family pact (patto di famiglia), under which a business is transferred to a successor during the owner’s lifetime and the other forced heirs are compensated. Whether this instrument, a gift or a holding structure is the better fit depends on the family and the business.
Sale and transfer to third parties
If there is no successor within the family, a sale to employees, partners or investors may be considered. From a tax perspective, it is crucial whether the business itself (cessione d’azienda) or the shares (cessione di partecipazioni) are sold, as capital gains and indirect taxes are treated differently in each case.
It is often worth adjusting the structure some time before the sale, for example through a holding company or by separating real estate from the business. We assess such steps early enough so that they are economically justified and cannot be challenged as abusive.
Legal certainty and the anti-abuse rule
Italian tax law contains a general prohibition of abuse of law (abuso del diritto). The tax authorities may disregard arrangements that are mainly aimed at a tax advantage and lack economic substance. Every restructuring should therefore have sound business reasons that are also documented.
In case of uncertainty, a binding ruling request (interpello) can be submitted to the Revenue Agency in advance. We assess when this step makes sense and prepare the request.
Step by step
How we work together
Goals and starting point
We discuss with you what is to be achieved and record the structure, shareholdings, properties and family situation.
Review options
We compare possible routes with their tax consequences, costs and risks and take holding periods into account.
Implementation
Together with the notary and business consultants, we implement the chosen approach and take care of returns and filings.
Follow-up support
We discuss the conditions to be met after implementation and agree with you how relevant deadlines and changes will be monitored.
Frequently asked questions
Answers on preparing and structuring a handover from a tax perspective.
When should I start succession planning?
Ideally several years before the planned handover. Many arrangements take time, such as setting up a holding company or preparing the successor, and some tax benefits are tied to minimum holding periods. Early planning keeps more options open.
Is the transfer to my children tax-free?
Under certain conditions, the transfer of a business or a controlling interest to descendants is exempt from gift and inheritance tax. Among other things, the beneficiaries must retain the business or control for several years. We check carefully whether the requirements are met in your case.
What happens to tax losses carried forward in a merger?
After a merger, the losses of the companies involved can only continue to be used under certain conditions designed to prevent abuse. We check these conditions in advance, as they can affect the economic viability of the transaction.
How do you take heirs or assets abroad into account?
If family members live in Germany, Austria or Switzerland, or assets are located there, several countries may levy inheritance or gift tax. We clarify which rules apply and coordinate with advisers in the country concerned through the ECOVIS network.
How can we help you?
In the initial meeting, we clarify your request and discuss what support you need.