Budget Law 2025: revaluation of land and equity investments, facilitated assignment to members

Revaluation of land and shareholdings "fully implemented"

The possibility of revaluing land and shareholdings has become a "fully implemented" discipline. Introduced for the first time by the 2002 Budget Law as a temporary measure, it was subsequently proposed again over the years.

With the 2025 Budget, this measure becomes structural for the redetermination of the purchase cost of:

• building and agricultural land held as freehold, usufruct, surface and emphyteusis;
• shareholdings (also as ownership / usufruct), including those traded on regulated markets or multilateral trading systems.

The land and shareholdings must be owned as of January 1st of each year, not under a business regime, by natural persons, simple companies, professional associations and non-commercial entities.

By November 30th of each year, the appraisal report must be drawn up and sworn and the payment made of the substitute tax, which increases from 16% to 18%. The payment can be made in a single solution or in 3 equal annual installments starting from November 30th. In the case of payment in installments, interest of 3% per year is expected on the amounts due after the first instalment.

It is important to underline that the indications relating to the revaluation of shareholdings do not apply to the determination of capital gains or losses realized by non-resident companies and entities without a permanent establishment in Italy

Facilitated assignment/transfer of business assets and facilitated transformation into a simple company

The Budget Law proposes the possibility of assigning or transfer in a facilitated manner to members:

• properties other than those used for instrumental purposes;
• movable assets registered in public registers not used as capital goods.

The assignment or transfer must be carried out by 30 September 2025 provided that all members are registered in the members' register, where required, on 30 September 2024, or that they are registered by 30 January 2025, by virtue of a transfer title with a certain date prior to 1 October 2024.

Stock companies, limited partnerships, limited liability companies, general partnerships and limited partnerships can benefit from the subsidized regime. To benefit from it, companies must pay 60% of the substitute tax by 30 September 2025 and the remaining part by 30 November 2025.

Non-commercial entities and companies not resident in the territory of the State that have a permanent establishment in Italy are not included among the recipients of the regulation in question.

The Law provides that companies whose exclusive or main object is the management of the aforementioned assets (real estate management), can be transformed into a simple company, taking advantage of the preferential tax regime provided for assignments and sales. The fiscally recognized cost of the units or shares held by the shareholders of the transformed companies must be increased by the difference subject to substitute tax.

The substitute tax to be paid is equal to 8% (10.50% if the company is non-operational in at least 2 of the 3 tax periods preceding the assignment/transfer/transformation) calculated on the difference between:

• the normal value of the assigned assets or, in the case of transformation, of the assets owned at the time of transformation;
• the fiscally recognized cost.

For assignments and transfers subject to registration tax, the relative rates are reduced in half and the hypocadastral taxes are applied at a fixed rate.

Reserves under tax suspension, canceled following the assignment of assets to shareholders or the transformation of the company, are subject to a substitute tax equal to 13%.

With regards to properties, the company may request that the normal value be determined on a cadastral basis, applying the registration tax multipliers to the revalued cadastral income. In the event of a transfer, for the calculation of the substitute tax, the consideration, if lower than the normal value of the asset or the cadastral value, is determined to be no less than one of the two values.

For the assignee shareholder of a joint-stock company, the taxation of profits in kind is envisaged on the part exceeding the sum subject to substitute tax by the company. However, the normal value of the goods received, net of the debts incurred, reduces the fiscally recognized cost of the shares or quotas owned.

The payment of the substitute tax must take place as follows:

• 60% by 30 September 2025;
• the remaining 40% by 30 November 2025.