Tax Update Italia

  • 30.09.2022
  • Lesezeit 5 Minuten

Tax value of the assets of a foreign company merged into an Italian one // Ruling procedure regarding new investments in Italy // Implementing EU directives into Italian law

Mit unserem Tax Update Italia geben wir Ihnen in regelmäßigen Abständen eine Übersicht (in englischer Sprache) zu ausgewählten Neuerungen der italienischen Steuergesetzgebung - vor allem zu jenen, mit grenzüberschreitenden Bezügen.  

Die Themen im Einzelnen: 

  1. Clarifications on how to determine the tax value of the assets of a foreign company merged into an Italian one
  2. Amendments to the special ruling procedure regarding new investments in Italy
  3. Italian law aimed at implementing several EU directives become effective

Bei Fragen rund um diese Beiträge oder weitergehenden Informationen aus Italien stehe ich Ihnen jederzeit gerne zur Verfügung und stelle gerne den Kontakt zu unseren italienischen Baker Tilly Kollegen her. 
Ines Paucksch


1. Clarifications on how to determine the tax value of the assets of a foreign company merged into an Italian one

With the ruling no. 408 of 4 August 2022 the Italian Tax Authorities had the chance to issue some clarification related to the interaction between the Italian CFC regime and the Italian rules determining the tax value of assets belonging to foreign enterprises which are transferred to Italy (so-called “entry tax”).

In the case at stake, a resident parent company intends to merge with a holding company (belonging to the same group) that is resident in an EU State. In the fiscal years before the merger, the EU holding company has never met the criteria to be considered a CFC under Italian law.

Regarding such fact pattern, the Italian Tax Authorities clarified that the failure to meet the requirements for taxation for transparency under the CFC regime calls for the determination of the entry values of the relevant assets and liabilities according to their market value (Art. 166-bis(3) of the TUIR), with the possibility of also resorting to the ruling procedure provided for by Art. 31-ter of Presidential Decree no. 600/73.

2. Amendments to the special ruling procedure regarding new investments in Italy

With Art. 2 of the Legislative Decree no. 147/2015, a special ruling procedure was enacted to foster investments in Italy. In particular, enterprises that are willing to make investments in Italy:

  • for an amount higher than a certain threshold; and
  • that display relevant and long-lasting positive regarding local jobs;

are entitled to file a specific kind of ruling, the so-called ruling on new investments.

The investment threshold has been lowered throughout the years and has recently been brought down to 15 million euros by Art. 8(6) of Law no. 130 of 31 August 2022. Such law is effective as of 16 September 2022 while the new threshold will apply regarding ruling filed as of 1 January 2023 (even if related to investments started before that date).


3. Italian law aimed at implementing several EU directives become effective

On 10 September 2022, Law no. 127 of 4 August 2022 has become effective. Through such Law, the Italian Parliament has instructed the government to implement into Italian law fourteen European directives.

The directive to be implemented are, among the others:

  • Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions. Such directive aims at laying down common rules related to EU cross-border transactions in order to avoid EU citizens to rely on domestic provisions or principles set forth by case laws. The directive also provides for specific rules aimed at safeguarding shareholders, creditors and employees;
  • Directive (EU) 2020/1504 of the European Parliament and of the Council of 7 October 2020 amending Directive 2014/65/EU on markets in financial instruments. The directive aims, inter alia, at increasing transparency in such markets, limit speculation on commodities and reinforce investors protection;
  • Directive (EU) 2021/514 of 22 March 2021 (DAC 7 Directive) amending Directive 2011/16/EU on administrative cooperation in the field of taxation. The directive addresses the issues of lack of tax compliance and tax evasion with respect of activities carried out through digital platforms (such as, renting activities, sales of goods, provision of services etc.). EU and non-EU platforms are subject to specific reporting obligations if they facilitate activities carried out by EU providers or related to immovable properties located in EU.

Directives to be implemented in Italy pursuant to Law no. 127/22 

Directive (EU) 2019/1937 Protections of persons who report breaches of Union Law 
Directive (EU) 2019/2121 Cross-border conversions, mergers and divisions 
Directive (EU) 2019/2166 Strengthening the enforcement and modernization of Union consumer protection rules 
Directive (EU) 2019/2177 Taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II), Directive 2014/65/EU on markets in financial instruments and Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money-laundering or terrorist financing
Directive (EU) 2020/1057Posting drivers in the road transport sector 
Directive (EU) 2020/1504 Markets in financial instruments 
Directive (EU) 2020/1828 Representative actions for the protection of the collective interests of consumers 
Directive (EU) 2020/2184Quality of water intended for human consumption 
Directive (EU) 2021/338 Investment firms, to help the recovery from the COVID-19 crisis 
Directive (EU) 2021/514 Administrative cooperation in the field of taxation (DAC 7) 
Directive (EU) 2021/1187Streamlining measures for advancing the realization of the trans-European transport network 
Directive (EU) 2021/1883 Conditions of entry and residence of third-country nationals for the purpose of highly qualified employment 
Directive (EU) 2021/2118 Insurance against civil liability respecting the use of motor vehicles and the enforcement of the obligation to insure against such liability 
Directive (EU) 2021/2261 Use of key information documents by management companies of undertakings for collective investment in transferable securities (UCITS) 



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Ines Paucksch


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