The Italian Revenue Agency, through Ruling No. 9/2026, has provided crucial clarifications regarding the contribution of shareholdings in controlled companies without a share capital increase. This ruling addresses issues with significant practical implications for both corporate law and tax purposes. The operation under scrutiny involves contributing an entire shareholding in a controlled company to another group entity, directly allocating the value of the contribution to equity (as a reserve) rather than to share capital. This administrative practice confirms the applicability of the controlled realisation regime under Article 177, paragraph 2, of the TUIR (Consolidated Income Tax Act), even in the absence of a share capital increase and the issuance of new shares. It underscores the prevalence of economic substance over the legal form of the transaction.
1. THE CASE UNDER REVIEW ↑
The applicant taxpayer held 100% control of two limited liability companies. The planned operation involved contributing the entire shareholding of the first company into the second. Crucially, this was to be done without resolving a share capital increase in the recipient company and without issuing new shares. The contribution was therefore directly allocated to increase the recipient’s net equity, recorded as a capital reserve.
This structure raises significant questions from both a corporate law and tax perspective, as it deviates from the traditional contribution operation, which typically involves a share capital increase and the allocation of participations proportional to the value contributed.
2. CONTROLLED REALISATION REGIME: APPLICABLE EVEN WITHOUT CAPITAL INCREASE ↑
The Italian Revenue Agency has confirmed that the “controlled realisation” regime, governed by Article 177, paragraph 2, of the TUIR, is applicable even when:
- No share capital increase is resolved by the recipient company;
- No new shares are issued to the contributing party;
- The contributing party already holds 100% control of the recipient company.
The rationale behind this interpretation lies in the principle of substance over form. In the presence of 100% control, issuing new shares would not lead to any substantial change in the composition of the shareholding structure or the distribution of proprietary and administrative rights. As the sole shareholder already holds 100% of the capital, their participation could not be further increased, nor would there be any risk of dilution. The issuance of new shares would therefore constitute a formal compliance step devoid of real economic utility.
3. CORPORATE LAW ASPECTS: EXEMPTION FROM VALUATION REPORTS ↑
A particularly significant aspect concerns the obligation for a valuation report, as stipulated by Article 2465 of the Civil Code for in-kind contributions to limited liability companies. While Ruling No. 9/2026 does not explicitly address this point, it provides elements which, combined with prevailing doctrine and professional practice, allow for the conclusion that the valuation report obligation is inapplicable in the following scenarios:
- Contribution of shareholdings directly allocated to an equity reserve;
- Absence of a resolution for a share capital increase;
- Non-issuance of new shares or quotas.
Article 2465 of the Civil Code mandates a valuation report exclusively for in-kind contributions made during the company’s formation or upon a share capital increase. In the case of contributions to net equity, which do not aim to increase share capital, the operation is classified as a non-repayable contribution or shareholder financing. For these, corporate law does not impose any mandatory expert valuation. This simplification offers clear operational advantages, eliminating the costs and time associated with preparing a sworn valuation report.
4. PRACTICAL IMPLICATIONS FOR CORPORATE REORGANISATIONS ↑
Ruling No. 9/2026 provides businesses and professionals with a clear and favourable interpretative framework for structuring corporate reorganisations. This is particularly relevant for creating personal and family holding companies, intra-group mergers, and rationalising shareholding structures. The main operational advantages can be summarised as follows.
Simplified Documentation and Reduced Costs
The absence of the valuation report obligation and the need for statutory amendments significantly reduces professional costs and the time required to execute the operation. Furthermore, by not needing to amend the articles of association, notary fees and registry duties associated with filing with the Companies Register are avoided.
Tax Neutrality
The controlled realisation regime allows for the deferral of taxation on latent capital gains, preserving the tax neutrality of the operation, provided that 100% control of the recipient company exists. The tax-recognised value of the contributed shareholdings transfers to any new participations received in exchange, thereby avoiding immediate taxation of unrealised capital gains.
Flexibility in Reorganisations
The ability to make contributions without increasing share capital expands the strategic options available to businesses, allowing them to optimise corporate structures without incurring excessively burdensome formal constraints. This flexibility is particularly useful in generational transfers and the rationalisation of family groups.
5. KEY CONSIDERATIONS AND OPERATIONAL RECOMMENDATIONS ↑
Despite the significant operational advantages, it is crucial to pay attention to certain critical aspects to ensure the correct execution of the operation and compliance with current regulations:
- Accurate Accounting Representation: The contribution must be adequately represented within the recipient’s net equity, recorded in a specific capital reserve that is clearly identifiable and distinct from other equity components.
- Corporate Minutes: Board resolutions must be precisely drafted, highlighting the nature of the contribution to net equity and not as a capital increase. It is advisable to adequately justify the economic and strategic reasons for the operation.
- Existence of 100% Control: It is essential to verify that, at the time of the operation, the contributing party effectively holds 100% of the recipient company’s share capital. Any situations of non-total control could compromise the applicability of the favourable tax regime.
- Supporting Documentation: It is recommended to prepare an explanatory report describing the purpose of the operation, highlighting the absence of avoidance intentions and its consistency with the group’s business strategies.
6. CONCLUSIONS AND PROFESSIONAL SUPPORT ↑
The Italian Revenue Agency’s Ruling No. 9/2026 represents a significant step forward in simplifying corporate reorganisation operations, providing interpretive certainty for a transaction increasingly used in professional practice. The applicability of the controlled realisation regime, even without a capital increase, allows businesses to optimise their shareholding structures with greater flexibility and lower burdens, facilitating re-organisational operations devoid of speculative intent.
CARAVATI PAGANI offers highly specialised assistance in the planning and execution of corporate reorganisation operations, with particular reference to share contributions, the establishment of family holding companies, and extraordinary transactions. Our team of professionals, with extensive experience in tax and corporate consulting, can support clients at every stage of the operation: from preliminary analysis to structuring the transaction, from preparing the necessary documentation to assistance during execution and subsequent compliance.
We believe it is fundamental to rely on professionals with specific expertise in this area, capable of evaluating the corporate, tax, and strategic aspects of the operation, minimising risks and maximising benefits for the business. Our firm remains fully available for further insights and to evaluate specific cases, ensuring timely support and customised solutions in line with each client’s needs.
