Taxation of contributions in corporate reorganisations
Corporate transfers and participations between neutrality and controlled achievement
Corporate reorganisations are tools through which companies can redefine their structure, modify ownership structures and adapt to new economic and strategic needs. In this context, the contribution takes particular importance for the possibility of transferring a company or company holding by receiving, in return, shares or shares of the company conferring. The choice of the transaction requires a joint assessment of its civil, accounting and tax effects.
The paper explores the characteristics of the company's contribution and the contribution of equity, comparing them with the corresponding transfer transactions. This distinction allows us to understand how tools used for similar purposes can have different consequences in terms of ownership of the assets, continuity of legal relationships and taxation.
A first part of the analysis is dedicated to the fiscal neutrality of the contribution of the company, governed by art. 176 TUIR. The contribution illustrates the continuity mechanism of the tax values recognized, clarifying how the immediate non-taxation of the latent gains accompanies the preservation of the pre-existing tax values. It is also examined the so-called double civilistic-tax track, which emerges when the values entered in the balance sheet differ from those recognized for tax purposes, together with the possibility of proceeding to their realignment.
The second part deals with the regime of controlled realization provided for by art. 177 TUIR for the contributions of participations. The attention focuses on the application conditions and the role of the increase in the net worth of the assignee in determining the income of the transferring. The paper shows, in particular, how the neutrality of the transaction is in this case possible and depends on the relationship between the accounting values adopted and the tax recognized cost of the contributions conferred.
The study is completed by the changes introduced by Legislative Decree 192/2024, with reference to the lower-value contributions, qualifying holdings and holding companies. The contribution thus provides an overview of the main tax mechanisms examined, highlighting the opportunities and conditions of application in corporate reorganisations.
The complete paper text, with detailed analysis and normative references, is available in the attached PDF.