News

Agreement between the taxpayer and the Financial Administration to administratively redefine the tax claim

The tax legislator, with the advent of the Legislative Decree. n. 13 of 12 February 2024, introduced, among others, a series of regulatory provisions aimed at coordinating the principle of preventive cross-examination with the institution of assessment with adhesion, modifying the regulations contained in the Legislative Decree. n. 218/1997.

In detail, the new regulations launched on the subject of assessment with adhesion in force from 04.30.2024, with the intention of transposing the innovations introduced in the field of preventive cross-examination within the scope of the Statute of Taxpayer's Rights, creates a profound line of procedural demarcation with reference to the methods of access to the deflationary institution in question, distinguishing the hypotheses of assessment with adhesion based on documents taxes subject to preventive cross-examination from those excluded from the scope of the new principle of preventive cross-examination, according to the following considerations:

1. Assessment with acceptance in the case of tax deeds excluded from the application of preventive cross-examination

In the hypothesis of tax deeds not affected by the innovations introduced regarding preventive cross-examination, the provisions already contained in the regulations referred to in  apply. Legislative Decree 218/1997, pursuant to which the assessment phase with settlement can be started at the request of the taxpayer, or on the initiative of the tax authority, precisely for the purpose of defining, in an agreed manner, the content of the high tax claim.

In detail, the Taxpayer receiving notification of a tax act not subject to the obligation of preventive cross-examination, has the possibility of submitting a request for assessment with settlement within the deadline set for filing an appeal before to the First Instance Tax Court of Justice. This deadline is normally set at 60 days from the notification of the tax assessment itself.

From the date of submission of the application for assessment with acceptance, the deadlines, both for the filing of any appeal and for the payment of the assessed taxes, are suspended for a period of 90 days.

Only with the lapse of this time period will the taxpayer, in truth, where he has not reached an agreement with the tax body, be able to appeal the document received before the Court of Tax Justice of first instance, under penalty of inadmissibility of the appeal presented before the expiry of the suspension terms.

Where, on the other hand, the parties reach an agreement, within the expiry of the suspension term it will be drawn up  a real deed of adhesion to be signed by both parties involved.

The agreement reached also allows the taxpayer to benefit from a reduction in administrative sanctions, which will be due to the extent of 1/3 of the minimum required by law.

The entire procedure will be completed, however, only with the full payment of the sums resulting from the agreement itself, or with the payment of the first instalment, in the event that the taxpayer prefer to request an installment plan in a maximum of 8 quarterly installments of the same amount (16 quarterly installments if the sums owed exceed 50,000 euros), of which the first to be paid within 20 days of drafting the deed.

It is important to underline that the institution of assessment with acceptance is not automatically applicable to local authorities. This possibility depends on specific regulatory provisions that these entities are called upon to adopt.

2. Assessment with acceptance in the case of tax deeds subject to the application of preventive cross-examination

In the case of tax deeds subject to preventive cross-examination, on the other hand, the innovations introduced by the Legislative Decree apply. 13-2024 in conjunction with the innovations launched within the Statute of Taxpayers' Rights, with any consequent modification of the procedural methods of access to the assessment phase with acceptance compared to the previous regulations, still valid for the cases of acts excluded from the application of the renewed principle of preventive cross-examination.

On the other hand, the methods for completing and carrying out the acceptance phase, already provided for in the hypothesis of acts excluded from the application of preventive cross-examination.

In particular, the new article 1, paragraph 2-bis, of the Legislative Decree. n. 218/1997 establishes that the tax authorities, before definitively raising their tax claim, must first send the taxpayer a draft document containing an invitation to submit any observations within 60 days of notification, recalling, at the same time, the possibility of  submit a request for assessment with acceptance, as an alternative to the promotion of any defense observations.

Articles 6 and 12 of the Legislative Decree. 218/1997 regulate, in truth,  the new prescribed terms  for the presentation of the application for membership, i.e.:

• 30 days from notification of the draft document;
• 15 days from notification of the tax assessment preceded by the draft document.

In the event that the taxpayer decides to promote the request for assessment with acceptance after notification of the draft document, it is essential to consider what is indicated below:

• the deadline for challenging the document tax is suspended for only 30 days, unlike the general rule which provides for a 90-day suspension in the assessment with acceptance;
• the options between the submission of observations and the request for assessment with acceptance are alternatives: once the request for assessment with acceptance has been presented post-notification of the draft deed, the same cannot be resubmitted after notification of the definitive tax deed;
• in the event that the taxpayer has presented an application of assessment with acceptance following the notification of the tax assessment preceded by the preventive cross-examination, the tax authority will not be required to consider factual elements other than those deduced with any observations presented by the taxpayer or in any case from those which constitute the subject of the notice.

In extreme summary, for all documents notified after 04.30.2024, the Taxpayer may at its discretion:

• submit the application for assessment with acceptance by deadline for presenting the appeal before the First Instance Tax Court of Justice (usually 60 days), in the presence of notices of assessment or rectification, recovery deeds excluded
• present the request for assessment with acceptance within 30 days of receiving the draft measure, in the presence of notices of assessment or rectification, deeds of recovery preceded by preventive cross-examination;
• present the request for assessment with acceptance within 15 days following the notification of the definitive tax deed, in the presence of notices of assessment or rectification, recovery deeds preceded by preventive cross-examination, where this request has not already been formulated within 30 days of notification of the deed as an alternative to the submission of defensive observations.

State of the art of tax breaks for "ordinary" building interventions and "Superbonus"

“Ordinary” deductions

The measure establishes that the deductions for building recovery interventions, energy requalification and seismic risk reduction (other than the Superbonus), with the maximum limit of eligible expenditure set at €96,000, are determined to the extent of:

Furthermore, the possibility of deducting the costs for replacing winter air conditioning systems with boilers powered by fossil fuels has been excluded. However, the incentives for hybrid systems remain.

Superbonus

For efficiency, energy requalification and improvement of seismic risk interventions that can benefit from the "Superbonus", in 2025 the application is highly limited.

The beneficiaries, i.e. IRPEF subjects for residential properties (and in some cases also IRPEF/IRES subjects for non-residential properties and some third sector bodies), will be able to take advantage of a 65% deduction. This deduction will be granted for interventions started on 10.15.2024, with presentation of: CILA (Communication of Commencement of Works) for interventions not carried out by condominiums;

assembly resolution approving the works and CILA for interventions carried out by condominiums;

application for the acquisition of the qualification for demolition and reconstruction of buildings.

The amount of the deduction is raised to 110% for interventions carried out in municipalities classified as "seismic areas" and for ONLUS, ADV and APS in socio-health structures, but only for 2025.

In the interventions energy efficiency measures include:

• energy requalification interventions;
• installation of electric vehicle charging infrastructure;
• installation of photovoltaic solar systems and related integrated storage systems;
• elimination of architectural barriers.

The interventions to reduce seismic risk include:

• installation of photovoltaic solar systems and related integrated storage systems;
• elimination of architectural barriers;
• creation of continuous structural monitoring systems for anti-seismic purposes.

The deduction, which can be used directly in the tax return, must be divided into 10 annual installments. In case of option for discount on invoice or transfer of credit, the credit must be used in 4 annual installments.

For expenses incurred from 01.01.2023 to 12.31.2023 relating to interventions covered by the Superbonus regulation, the deduction can be divided, upon request of the taxpayer, into 10 annual installments of the same amount, starting from the tax period 2023.

The option is irrevocable and is exercised through the presentation of the supplementary 2024 INCOME form by 10.31.2025, or within the deadline established for the presentation of the tax return relating to the 2024 tax period.

In the event that the supplementary declaration shows a higher tax due, this must be paid within the deadline for the payment of the 2024 balance, without penalties or interest.

Furniture bonus and green bonus

The furnishing bonus is provided for the purchase of furniture and large appliances intended for properties undergoing building recovery interventions. In 2025, the 50% deduction is confirmed, with a maximum spending limit of €5,000, for building recovery interventions started by 1.1.2024.

For greening interventions in private uncovered areas of existing buildings, such as appurtenances or fences, irrigation systems, construction of wells, green roofs and hanging gardens, the deduction introduced in the Budget of 2018 and valid until 2024 has not been extended.

Elimination of architectural barriers

The 75% deduction for expenses relating to the general interventions for overcoming and eliminating architectural barriers, as well as for the related automation interventions of the systems and for the disposal and reclamation of materials, will be valid until 31.12.2025.

The applicable legislation provides for:

• interventions for the elimination of architectural barriers involving stairs, ramps, lifts, stairlifts and lifting platforms;
• payment by dedicated bank transfer, as for the costs of recovering the building heritage;
• acquisition of the certification issued by a qualified technician who certifies compliance with the requirements set out in Ministerial Decree n. 236/89.

The interventions in question can be considered "driven" by interventions for which the Superbonus is foreseen or in those with a deduction for the recovery of the building heritage.

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sustainability
Sostenibilità
The second Sustainability Report by Malerba & Partners is now available
The second Sustainability Report by Malerba & Partners is now available
The second Sustainability Report recounts the results achieved, the actions undertaken and the objectives that guide our path towards an ethical, inclusive and value-oriented business model.
Its publication represents a moment of reflection and sharing. Not just a reporting document, but the transparent story of a collective journey that focuses on the concrete integration of ESG principles in the life of our advisory company.
In these pages there is space for the projects carried out, the objectives pursued and the goals achieved, with the desire to promote a culture of continuous improvement, in line with the values of the 2030 Agenda and with the professional identity that guides us.
Sustainability, for us, is not a formal exercise, but a strategic approach that involves people, processes and relationships. A commitment that translates into daily actions and responsible choices, in the awareness that every step - if taken consistently - can generate value over time, inside and outside the company.
We are convinced that real change is built along the way, thanks to everyone's active contribution.
Download the 2024 Sustainability Report to discover the complete contents.
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corporate
Sostenibilità
Adeguati assetti organizzativi: da obbligo normativo a leva strategica
Adeguati assetti organizzativi: da obbligo normativo a leva strategica
With the introduction of the Business Crisis and Insolvency Code, the legislator has strengthened a key principle of business management: the obligation for the entrepreneur to adopt an organizational structure…
The adoption of adequate organisational, administrative and accounting structures is an obligation that concerns, first of all, the company and its management in order to verify its performance and balance. It is not a principle reserved for large companies: today it closely affects all Italian SMEs.
Provided by art. 2086 of the Civil Code, this duty should not be understood only as a fulfillment of regulatory compliance. Rather, it represents a strategic safeguard to ensure business continuity, promptly identify signs of crisis and consolidate the trust of stakeholders, credit institutions and investors.
What does it mean to have adequate structures
Art. 2086 obliges the entrepreneur to equip himself with an organisational, administrative and accounting structure suited to the nature and size of the company, based on the timely detection of the company's crisis and the loss of business continuity.
The entrepreneur is required to implement a structured organisation, capable of systematically addressing business risks, whether predictable or unforeseeable.
The organizational structure represents the set of relationships between the different company functions and between the subjects who they hold management, operational and control roles. To be considered adequate, it must guarantee the pursuit of the corporate object, allow a clear and immediate identification of tasks and responsibilities, and precisely define the rules of the decision-making process.
The administrative structure includes the processes and tools - typically attributable to the Administration, Finance and Control function - necessary to ensure management visibility and control over corporate phenomena. This vision must be both final (oriented towards the analysis of past results) and prospective (forward looking), so as to guarantee an anticipated and informed representation of the economic, equity and financial performance of the company.
The accounting structure is made up of the set of processes and tools that ensure the correct recording of company facts. Its objective is to offer a truthful, accurate, timely and analytical representation of the company's final performance, in order to support well-founded and transparent decisions.
The risks of not complying
The legislation did not remain on paper. The courts have already condemned administrators for failing to implement adequate structures, with very serious personal financial consequences. In the absence of structures, in fact, it is not possible to demonstrate that you have supervised the continuity of the business.
For the entrepreneur, this means that ignoring the obligation exposes him to direct liability and the concrete risk of legal action. The lack or inadequacy of the structures becomes attributable to the management bodies, especially when it appears that the adoption of adequate structures could have prevented or mitigated the corporate crisis.
Directors who fail to establish them, or who are unable to promptly detect a crisis situation and take action to deal with it, are liable under art. 2392 c.c. The failure to adopt adequate structures, or their inadequacy even if formally foreseen, not only effectively renders the company's activity "unlawful" - as it does not comply with the duties imposed by the civil code - but can also give rise to a complaint to the Court pursuant to art. 2409 of the Civil Code
Not just bureaucracy
The adequate organisational, administrative and accounting structures are not only used to comply with a legal obligation, but represent a protection tool for the company and for the entrepreneur himself. At the same time, they strengthen the credibility of the company in the eyes of banks, commercial partners and stakeholders.
Implementing a system of adequate structures is therefore not mere compliance, but a real strategic investment, capable of generating concrete advantages:
• Easy access to credit: banks reward transparent companies, with solid governance;
• Greater resilience: promptly identifying signs of crisis allows intervention before difficulties become structural, anticipating financial imbalances or management;
• Reputation: clear and reliable governance increases the trust of customers, suppliers and partners, consolidating the company's image;
• Sustainable growth: effective control tools allow for thoughtful development decisions to be made.

The appropriate structures must therefore not be perceived as a bureaucratic cost, but as a pillar of competitiveness. Those who adopt them secure the company, protect the administrators and build the foundations for stable and sustainable growth.

If correctly interpreted and applied, the obligation set out in the art. 2086 c.c. it does not only represent a duty to be fulfilled, but can be transformed into a great opportunity for development. In fact, it offers the entrepreneur a precious tool for reading and orientation in an increasingly complex and unpredictable economic context.
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corporate

Corporate

The use of the family pact (articles 768-bis ss. of the Civil Code) in the reorganization and control of corporate groups: an alternative to the simple company?

The use of the family pact (articles 768-bis ss. of the Civil Code) in the reorganization and control of corporate groups: an alternative to the simple company?

The family pact (articles 768-bis ss. of the Civil Code) is an inter vivos act that anticipates succession, reduces the risk of conflicts between legitimate heirs and guarantees the continuity of entrepreneurial control. All…

The family pact: nature and purpose

The family pact (articles 768-bis ss. of the civil code) is a contract with which the entrepreneur transfers the company or corporate shareholdings to one or more descendants during his lifetime, with the participation of all heirs. It has the function of anticipating succession in the company or group, guaranteeing management continuity and ownership stability, and protecting legitimate heirs who, having participated, cannot challenge it. It is a free act, irrevocable unless unanimous consent, with immediate and definitive effects.

The tax benefits in the use of the family pact

From a tax point of view, the transfer of shareholdings and/or companies regulated in a family pact can benefit from an exemption from inheritance and donation tax (art. 3, co. 4-ter, Legislative Decree 346/1990, as amended by Legislative Decree 139/2024), provided that:

Object of the transfer

• Companies or business branches;
• Corporate shares or shares.

Beneficiaries

• Spouse of the settlor;
• Descendants of the settlor.

Control condition

• For shareholdings in joint-stock companies (art. 73, co. 1, letter a, TUIR), the exemption applies only if the transfer involves the acquisition or integration of control pursuant to art. 2359, co. 1, no. 1, c.c.

Duration of control or activity

• The beneficiaries must maintain control or continue the business activity for at least 5 years from the date of the transfer;
• A formal declaration is required together with the deed of donation or declaration of succession.

Forfeiture of the benefit

Failure to comply with the conditions entails:

• application of the tax in an amount ordinary;
• administrative sanctions (art. 13, Legislative Decree 471/1997);
• late payment interest from the date on which the tax should have been paid.

Relevant limits:

• The exemption does not apply if the transfer does not result in effective control of the company;
• In the case of split assignment of the controlling shareholding among several descendants, it is necessary to verify whether the control it is however acquired or maintained in a unitary way, also for example through a single shared corporate instrument (s.s. or holding srl).

The simple family company as a governance tool

The simple company is a vehicle for holding and unitary management of shareholdings, which allows centralizing control and regulating decision-making powers, maintaining flexibility and fiscal neutrality. It can act as a family holding, a governance tool and an asset safe, but it does not resolve succession issues, as the shares fall into the shareholder's inheritance.

Functional comparison

The family pact and the simple partnership operate on different, but complementary levels: the former transfers and stabilizes control (succession); the second manages and coordinates over time (governance).

The idea, often discussed in doctrine, of "using the family pact instead of the simple company" seems to move from two assumptions: that both are tools for organizing and transmitting control over a group of companies; that the family pact can have an "institutional" and lasting function, like the simple society.

These assumptions are not entirely correct: the family pact (art. 768-bis ss. c.c.) is a contract for the inter vivos transfer of shareholdings (or company) aimed at stabilizing business succession and preventing inheritance conflicts. It is, therefore, an act of circulation and not a subject or container like the simple society.

We cannot therefore speak of a "pure alternative": the pact serves to transfer and crystallize control structures, not to manage them over time. The simple company, on the other hand, is a vehicle of governance: it can hold shareholdings, distribute profits, regulate decision-making powers.

The family pact immediately stabilizes the transfer, avoids challenges by the legitimate heirs and allows for the regulation of compensatory relationships, but it is rigid, irrevocable unless unanimous consent, and does not manage the post-transfer phase.

The simple company, on the other hand, allows flexibility in governance, allows centralization of control and is fiscally neutral due to the possession of shareholdings, but does not resolve the inheritance issues, which remain open.

Reorganisation of family-controlled corporate groups: comparison between companies Semplice e Holding Srl

It follows that the family pact does not replace the simple company, but precedes it or integrates it into an organic planning. In practice, the transfer of shareholdings pursuant to articles. 768-bis ss. d.c. it can be accompanied by the establishment of a simple family company responsible for holding the shares, regulating voting rights and regulating the distribution of proceeds.

Comparison and integrated model

The most effective perspective is the combined one:

• the family pact anticipates the succession and consolidates control (for example, the father who transfers shares to the son already active in the management);
• the simple family company becomes the operational tool, in which to convey shareholdings, profits or real estate, regulating governance over time.

In this scheme, the agreement represents the legal act that legitimizes the transition, while the simple company constitutes the control and management structure.

Initial situation

The entrepreneur head of the family (A) directly holds:

• shareholdings in multiple operating companies (S1, S2, S3);
• real estate or controlling shareholdings.

Objective: to ensure management continuity and unified control after the generational transition.

Phase 1 – Transfer

The entrepreneur transfers the shareholdings to the designated descendants with a family agreement.

Deed

A stipulates a family pact transferring the controlling shares of the operating companies to his children (B and C), who already participate in the business or group (S1, S2, S3). The agreement may include conditions or constraints for maintaining the shareholdings (e.g. obligation not to sell for n years).

Effects

• Immediate and stable transfer of control;
• All heirs participate and cannot challenge;
• Compensations between heirs are regulated (e.g. B receives shares, C receives properties or money).

Phase 2 – Management

The beneficiaries (B and C) constitute a simple family company to:

• centralize control of the transferred shareholdings;
• regulate voting powers, strategic decisions, distribution of profits;
• provide for clauses of pre-emption, approval, qualified majority, etc.

The s.s. It thus becomes a family holding or coordination vehicle.

Phase 3 – Coordination

To complete the governance structure, the parties can:

• integrate with a shareholders' agreement between the shareholders of the company, which regulates and transfers the shares;
• draw up a Family Protocol, which defines family governance rules, entry criteria for descendants and reinvestment policies.

Advantages and critical issues of the combined model

The model allows:

• continuity in control (thanks to the agreement);
• inheritance stability and absence of litigation;
• flexible family governance over time;
• efficient tax planning (s.s. or holding LLC);
• prevention of fragmentation and conflicts.

	2025	2026-27
Expenses incurred by the holder of the property right or real right of enjoyment over the main residence	50%	36%
Other cases (for example, cohabiting family members)	36%	30%

The critical issues to be managed are:

• coordination between the irrevocable deed (family agreement) and subsequent management;
• need to involve all legitimate heirs;
• attention to esteem values and compensations (art. 768-quater c.c.);
• accurate statute of the holding is needed (e.g. voting, pre-emption, redemption clauses);
• correctly estimate the transferred assets.

Conclusions

The family pact does not replace the simple company in the reorganization of groups, but integrates its function. It is an instrument of transfer and stabilization, while the simple society ensures management and continuity. Together, they create a balanced model of succession, control and protection of family assets.

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corporate

Corporate

Reorganization of family-controlled corporate groups: comparison between Società Semplice and Holding Srl

Reorganization of family-controlled corporate groups: comparison between Società Semplice and Holding Srl

The simple company (s.s.) is proposed as a vehicle for family governance and generational continuity in corporate groups, offering confidentiality and cohesion between family branches, even without the tax benefits…

Introduction

In the debate on the corporate planning of family-controlled groups, the simple company (s.s.) emerges as a border institution: legally flexible and private, but fiscally opaque and limited. Its rediscovery derives from the need to protect the unity of control in the presence of multiple heirs and to regulate management continuity beyond the founder.

In the context of the reorganization of family-controlled corporate groups, the simple company represents an increasingly used tool for purposes of unitary governance, succession planning and protection of control, often evoking past uses in family groups characterized by the presence of captains of industry part of Italian and international economic and business history.

The reference evokes the events companies of the Agnelli and Berlusconi families, too often cited as a practical example of use of the legal instrument of the simple partnership, albeit in different contexts and characterized by needs and peculiarities that are difficult to repeat in other business situations.

Agnelli case (Exor):

• The Agnelli family controls Exor N.V. (listed Dutch holding company) through a chain of companies, at the top of which there is a family safe (Giovanni Agnelli B.V.);
• In an Italian context, a simple company could play a role similar to a domestic safe, i.e. the top that brings together the family branches and manages the common shareholding in the holding.

→ Utility: ensuring unity of the vote

Berlusconi case (Fininvest):

• The Berlusconi family controlled Fininvest S.p.A., which owns Mediaset, Mondadori, etc.
• After the death of the founder, control remained unitary thanks to family pacts and a governance structure which could, in theory, be created (in an alternative model) through a joint venture. at the top. The recent introduction of family agreements (768 c.c) has allowed a valid alternative to the s.s.

→ An s.s. could have acted as a non-operational holding company, with the Fininvest shares inside, giving each heir shares in the s.s. but leaving centralized management.

Typical functions of the simple company

The simple company can be used:

• as a family safe (family holding) at the top of the shareholding chain;
• as a governance tool to regulate relationships between family branches, voting rights, pre-emptions and decision-making powers;
• as a succession vehicle, ensuring unity and stability of control in the generational transition.

The simple company is one instrument of governancecontrol management

In this sense, the simple society allows for a broad private autonomy: the social contract can introduce rules on pre-emptions, indivisibility, unitary voting and administration; consequently it can be configured as a holding company under private law which concentrates the family will.

Advantages and legal and management critical issues

The simple company entails both advantages and disadvantages compared to the more commonly used Holding Srl.

The main advantages

• Flexible structure
• Limitation to the circulation of shares
• Centralization of the power of vote
• Simplicity and confidentiality

  Some critical issues and limits:

  • Unlimited liability of members
  • Impossibility of carrying out commercial activities
  • Delicate management of family internal affairs

    Fiscal profiles between inefficiency and neutrality

    The s.s. it is not subject to IRES and the income is attributed to the members for transparency and taxed according to their marginal rate (23%-43%). Furthermore, being non-commercial, the s.s. it is not subject to VAT or IRAP (unless it concerns agricultural activities or qualified real estate management).

    Dividends

    The dividends received by a simple company are attributed to the members for transparency and classified as capital income. If the partners are natural persons who are not entrepreneurs, the 26% withholding tax is applied directly, definitively. There is therefore no double taxation, but not even any exemption: the taxation takes place entirely upstream.

    In the case of holding S.r.l., the dividends received benefit from the 95% exemption provided for by the art. 89 TUIR; only 5% is included in the IRES taxable income, with an effective burden of approximately 1.2% (5% × 24%). However, in the case of subsequent distribution to natural person shareholders, an additional tax of 26% is applied.

    The holding S.r.l., although introducing double taxation, proves to be more fiscally advantageous for the management of dividends and capital gains within a group, thanks to the reduced intermediate rates.

    Capital gains from the sale of participation assets

    The Participation Exemption (art. 87 TUIR) does not applies, since the simple company is not subject to IRES. Capital gains from the sale of shareholdings are taxed in full as miscellaneous income (26%) for the shareholders. The absence of PEX makes the simple company unsuitable as a dynamic investment vehicle. On the contrary, Holding S.r.l. enjoys PEX.

    Succession and donation

    The transfer of shares in a simple company that holds controlling interests in operating companies benefits from the exemption pursuant to art. 3, co. 4-ter, Legislative Decree 346/1990, if control is maintained for 5 years. From an inheritance perspective, the simple company is consistent with the art. 3, co. 4-ter, Legislative Decree 346/1990, allowing exemption from inheritance and donation tax.

    Dialectic between fiscal efficiency and family autonomy

    The simple company offers a high degree of confidentiality and management flexibility, but is less efficient from a fiscal point of view. Otherwise, the holding company in the form of an LLC allows you to benefit from important tax advantages, such as exemptions on dividends and capital gains (PEX).

    The choice between the two models depends on the objectives that the family group intends to pursue.

Tool	Function	Duration	Rigidity	Scope
Family pact	Transfer and stabilization of succession	A one-off	High	Successory
Simple company	Management and control over time	Continuous	Flexible	Governance
Shareholders' agreement/ protocol	Coordination decision-making	Medium-long	Modifiable	Operational rules

Strategies mixed

Following an evolved practice, a two-level structure can be adopted:

• Simple company (s.s.) at the top: it acts as a family safe, succession instrument and seat of unitary control. Its activity is limited to the holding of shareholdings, without speculative or divestment purposes;
• Holding S.r.l. underlying: carries out functions of coordination, management and reinvestment of profits. If necessary, it can be divided into sub-holdings for individual industrial sectors.

This architecture makes it possible to maintain unified family governance and, at the same time, benefit from the intermediate tax advantages offered by the IRES regime.

Profile	Simple company	Holding S.r.l.
Liability	Unlimited and jointly and severally with the members (generally low risk because it is a non-commercial activity)	Limited to the capital
Permitted activities	Only non-commercial activity (asset management, shareholdings, real estate)	Also commercial activity, dynamic management of shareholdings
Governance	Very flexible, can be modeled in the social contract	Regulated by more rigid corporate rules (bylaws, meetings, Board of Directors)
Public transparency	No advertising or filing financial statements	Obligatory financial statements and registration in the Business Register
Succession and family ties	Personalised rules (indivisibility, pre-emptions, unified administration)	More formal; some constraints only through shareholder agreements
Costs and bureaucracy	Minimal, except for the complexity of the social pact	Major (budget, bodies, revision if large)
"Institutional" image	Private, confidential	More credible towards banks and third parties

In summary, the simple company ensures cohesion, confidentiality and generational continuity, while the holding S.r.l. guarantees fiscal efficiency, asset protection and operational flexibility.

Operational conclusions

The simple company is suitable for groups with a long-term horizon and conservative logic, shareholders who are natural persons and not entrepreneurs, and who favor cohesion and continuity of control. However, when fiscal efficiency objectives or dynamic operations are pursued, the holding S.r.l. remains preferable.

In this sense the s.s. it should be seen as a tool for the family and succession governance of the group, but it is not fiscally efficient for the management of dividends and capital gains. The S.r.l. holding company, on the other hand, is fiscally more efficient, but often more rigid, public and sometimes more expensive.

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legal

Legale

Legal due diligence: an essential tool for business operations

Legal due diligence: an essential tool for business operations

Legal due diligence analyzes the legal situation of the company, aiming to identify any legal risks associated with the company, which may concern issues such as ownership of assets, claims…

The legal due diligence activity consists of a systematic and in-depth analysis of the legal position of a company, aimed at identifying, evaluating and quantifying the potential legal risks connected to its operations or to a specific extraordinary operation (such as acquisitions, mergers, sales or investments).

It includes the examination of the ownership and regularity of assets and corporate shareholdings, the verification of the validity of existing contracts, the analysis of any disputes, compensation claims or potential liabilities, as well as the assessment of the company's compliance with current legislation - with particular reference to sectors such as corporate law, labor law, environmental protection, workplace safety, personal data protection and food safety, where relevant.

The main purpose of legal due diligence is to provide the potential buyer, investor or partner with a clear, documented and objective vision of the company's legal situation, so as to allow informed decisions, the correct determination of the economic value and the adoption of any contractual guarantees to mitigate risks identified.

The nature and function of legal Due Diligence

The term due diligence evokes the idea of diligence and care: two founding elements of good professional practice. In the legal field, this activity takes the form of collecting and analyzing data and documents regarding the corporate, contractual and capital structure of the target, in order to identify potential risks or critical elements that could compromise the success of the operation.

The objective is twofold:

• Prevent legal, administrative or reputational risks;
• Support the decision-making and negotiation process, allowing the parties to structure contracts, conditions and guarantees in an informed and coherent.

Legal due diligence, therefore, is not limited to a documentary check, but represents a real exercise in strategic interpretation: all information collected must be read in light of the operation to which it refers and its economic purposes.

The negotiation framework: confidentiality and preparation

Every due diligence activity begins with a preparatory phase. Generally, it is preceded by the signing of a Letter of Intent (LOI) or a Memorandum of Understanding (MOU), documents that define the timing, methods and objectives of the investigative activity.

Fundamental in this phase is the signing of the Non Disclosure Agreement (NDA), with which the parties undertake to maintain maximum confidentiality on the information acquired. This commitment protects both corporate privacy and the integrity of negotiations, preventing any pre-contractual liability.

Only once information security is guaranteed, the purchasing party or its consultants can access the target's data, often organized in a physical or virtual Data Room (VDR). The data room represents a neutral and controlled space in which the corporate, contractual, accounting and regulatory documents necessary for the analysis are collected.

Object and areas of investigation of legal Due Diligence

The due diligence activity is divided into areas of investigation, each relating to a relevant legal area. The definition of the areas depends on the nature of the operation and the sector in which the target operates, but there are recurring fields of analysis:

• Corporate structure and governance: verification of the articles of association, statute, shareholders' resolutions, composition of the bodies, delegations and shareholder agreements;
• Commercial contracts and agreements: analysis of supply, distribution, agency, license, leasing, partnership and outsourcing contracts, with particular attention to duration, withdrawal and change of control clauses;
• Assets and assets: verification of ownership and provenance of registered immovable and movable assets, mortgage and land registry searches, any constraints or encumbrances;
• Employment relationships: verification of contracts, remuneration policies, severance pay, plans incentives, non-competition agreements and compliance with regards to safety and privacy;
• Intellectual and industrial property: control of trademarks, patents, designs, copyrights and licenses;
• Authorisations and regulatory compliance: verification of licenses and concessions issued by the PA, as well as compliance with specific sector regulations (e.g. environmental, health, financial);
• Responsibilities pursuant to Legislative Decree 231/2001: existence and adequacy of the organizational model, control and supervision system;
• Disputes and proceedings: analysis of pending or potential lawsuits, administrative sanctions, complaints and arbitrations.

This segmentation allows for the timely identification of red flags, i.e. the elements of legal risk that could influence the value of the company or the success of the operation.

Methodology and operational phases

The legal due diligence activity generally develops in three phases methodological:

• Preparation of the Check List: the legal team develops a list of documents and information to request, calibrated to the type of operation and the target sector.
• Document analysis: the professionals examine the materials, verifying the completeness, coherence and validity of the information.
• Drafting of the final report: the result of the activity is summarized in a document that includes assessments, critical issues and recommendations. Often the report is accompanied by an Executive Summary, which concisely highlights the most relevant aspects for the final decision.

During the analysis phase, the appointed lawyer does not limit himself to verifying the formal existence of the documents, but evaluates the substantial consistency between what is declared and what appears from the documents, as well as regulatory and contractual compliance.

Objectives and benefits of legal due diligence

Legal due diligence represents a crucial step not only for measuring risks, but also for building value. The benefits are reflected on both parts of the operation:

• For the buyer: it allows you to formulate a price consistent with the real situation of the company, to negotiate adequate contractual guarantees and to promptly identify areas of risk or improvement;
• For the seller: it represents an opportunity to carry out vendor due diligence, i.e. a preventive analysis of your business reality, useful for correcting anomalies and improving transparency towards investors;

From a strategic point of view, due diligence allows to:

• evaluate the legal sustainability of the operation;
• structure the agreement according to the most suitable legal form (e.g. acquisition of shares, company branch, merger);
• define suspensive or resolutive conditions linked to specific risks;
• orient the negotiation strategy and the drafting of guarantees (representations & warranties).

In summary, legal due diligence transforms uncertainty into knowledge and knowledge into negotiating power.

Due diligence as a negotiation prerequisite

In Mergers & Acquisitions (M&A), due diligence represents an essential condition for proceeding. It is functional not only to the evaluation of economic convenience, but also to the definition of the operational perimeter within which to conduct the negotiations.

The most common M&A operations - such as acquisitions of companies or company branches, contributions, mergers (LBO, MBO), joint ventures or financial restructurings - all require careful preliminary examination. A due diligence conducted methodically allows you to:

• reduce the risk of post-closing disputes;
• ensure the stability of the operation;
• enhance the prospective enterprise value;
• guarantee consistency between strategic objectives and legal instruments adopted.

Legal due diligence, therefore, is not a bureaucratic requirement, but an enabling factor for success negotiation.

From verification to strategy: the added value of the lawyer

If conducted with a merely formal approach, due diligence risks turning into a list of checked documents. The real competence of the lawyer consists, however, in transforming data into insights: in understanding the legal, economic and strategic implications of each piece of information.

The professional does not limit himself to detecting the critical issues, but interprets them in the context of the operation, proposing solutions to mitigate its impact or to structure the agreement in a more secure way. In this sense, legal due diligence becomes an integrated consultancy and value creation tool.

The final result is an informed, synthetic and pragmatic report, capable of supporting the operational and strategic decisions of corporate decision makers.

In a market in which the speed and complexity of transactions constantly increase, legal due diligence represents a form of guarantee not only for the buyer, but for the entire ecosystem of the operation. It allows you to build trust between the parties, reduce information asymmetries and lay the foundations for solid and sustainable agreements.

The quality of due diligence is not measured by the amount of documents analyzed, but by the depth of understanding it produces: knowing the target means knowing the risks, but also the potential.

Ultimately, legal due diligence is the place where prudence meets strategy: an exercise in technical rigor and prospective vision, in which the lawyer becomes a partner in the decision-making process, guarantor of legal certainty and builder of value.

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Terzo Settore

A strategic alliance is born which strengthens the positioning of Malerba & Partners.

A strategic alliance is born which strengthens the positioning of Malerba & Partners.

The alliance was born from the desire to further strengthen the structure of Studio Malerba & Partners, integrating complementary skills and expanding its territorial presence.

Weed & Partners launches a strategic partnership with the Studio Commercialisti Associati Mazzaferro-Sardo, a professional firm active for years in tax, strategic and organizational consultancy, with offices in Rome and L'Aquila.

The alliance arises from the desire to further strengthen the organizational and consultancy structure of Malerba & Partners, integrating complementary skills and expanding its presence in the territory.

In this context, Studio Mazzaferro-Sardo enters into a structured collaboration that allows the Team to operate even more effectively on complex and multidisciplinary scenarios.

Overall, the partnership involves over 35 professionals and collaborators, with a territorial presence that today extends between Milan, Bergamo, Rome and L'Aquila, in support of businesses, families and organisations.

Thanks to this collaboration, Malerba & Partners strengthens its consultancy offering in some key areas, including:

• corporate taxation
• business strategy and process reorganization
• business recovery and development
• employment consultancy
• internationalization
• third sector
• sustainability and reporting

This partnership is part of a growth path consistent with the vision of Malerba & Partners, oriented towards building a solid, multidisciplinary professional organization capable of generating value over time, through qualified and targeted collaborations.

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Terzo Settore

Goodbye to non-profit organisations: the transition to RUNTS and the deadline of 31 March 2026

Goodbye to non-profit organisations: the transition to RUNTS and the deadline of 31 March 2026

From 2026 the non-profit organizations will cease to exist. By 31 March 2026 it is necessary to register for RUNTS to become ETS and avoid the loss of tax benefits and the risk of asset devolution. N…

by Paolo Sardo – Chartered Accountant, professor of Industrial Economics at the ISIA Roma Design University (MUR), Expert for Il Sole24Ore

2026 will mark the definitive end of a season that lasted over twenty years: that of the ONLUS. With the start of full operation of the Third Sector Code, starting from January 1st, the qualification of Non-Profit Organization of Social Utility will cease to exist. The registry kept at the Revenue Agency will be abolished, and with it all the tax breaks currently recognized to these entities will cease, based on Legislative Decree 460/1997.

The effects will be immediate for non-profit organizations with financial year coinciding with the calendar year, while for those with "non-calendar" financial year the regulations will be slightly more complex. In any case, all non-profit organizations will have to make a choice by 31 March 2026: submit an application to register with RUNTS, effectively becoming Third Sector Entities, or renounce legal-fiscal continuity and face the consequences of failure to comply.

A decisive deadline to avoid losing your assets.

The date of 31 March 2026 represents the deadline within which a non-profit organization can request registration in the RUNTS and avoid the most concrete risk: the obligation to donate the assets. According to the provisions of the art. 10, paragraph 1, letter. f) of Legislative Decree 460/1997, the loss of the ONLUS qualification, without transition to ETS, entails the obligation to allocate the residual assets to other third sector bodies with similar purposes.

It is important to clarify that the deadline is not peremptory in a technical sense: the registration application could also be submitted later. However, only non-profit organizations that send the application by March 31st will be able to benefit from the seamless transition, maintaining the benefits and without having to start a capital devolution procedure. In the event of rejection of the application or failure to register for RUNTS, the devolution effect will still be triggered.

Retroactive effects and cases with non-solar exercise

A particularly relevant aspect concerns entities with operations that do not coincide with the calendar year. According to what is clarified in the draft circular on the Third Sector, for these non-profit organisations, the regulations provide that the benefits remain applicable until the end of the last financial year which began before 1 January 2026. Consequently, the non-profit organization regime could formally also apply to part of 2026, despite an already changed legal context.

This is the case, for example, of an entity with operations from 1 July 2025 to 30 June 2026, which submits an application to RUNTS by March and obtains registration in May. In this scenario, the ONLUS regulation would apply until the moment of registration, while from that date onwards the ETS regime would come into force. The consequence? It may be necessary to split the tax period, applying two different regimes within the same financial year, with inevitable accounting and declaration complications.

Fiscal continuity: how it works

For all non-profit organizations that submit an application by the deadline and have their registration accepted, the effect is clear: ETS qualification is considered acquired starting from 1 January 2026, even if registration takes place on a later date, for example in September. This principle of retroactivity is essential to guarantee operational continuity and immediate access to the new tax regimes provided for by Title X of the Third Sector Code.

Differently, for those who register after March 31st or obtain recognition after 2026, retroactivity does not apply: the ETS qualification will start from the date of the registration provision. In such cases, the entities will find themselves in the regulatory limbo of the ordinary TUIR regulations, losing any possibility of applying the new rules envisaged for the Third Sector.

A transition phase to plan now

There isn't much time to adapt. The interested non-profit organizations must start a statutory review as soon as possible, verify their compatibility with the ETS categories and plan the registration application. Those who have non-calendar businesses will also have to carefully evaluate the fiscal and accounting impact of the possible splitting of the tax year.

The transition from NPO to ETS is not a bureaucratic requirement, but a crucial step for the survival of the institutions and their future sustainability. Tackling it methodically and promptly means avoiding financial and fiscal risks and guaranteeing continuity of the pursued social mission.

What to do now: operational plan for organizations and professionals

March 2026 is not far away. In this phase it is essential to take action on three operational guidelines:

1. Statutory check
Check:

• Statutory purposes compatible with the ETS Code;
• Clauses on assets, bodies, dissolution;
• Any requests for shareholders' changes (it would have been better to start them by mid-2025).

2. Strategic-fiscal analysis
Evaluate:

• Flat rate or ordinary regime? Commercial or non-commercial ETS?
• Which RUNTS section is most suitable (APS, ODV, "other" entities)?
• Simulate the economic impact of the new regime compared to the previous one.

3. Documentary and procedural preparation

• SPID activation of the legal representative;
• Collection of mandatory documents;
• Planning of submission times to avoid congestion on the RUNTS.

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Terzo Settore

Third Sector: news, deadlines and opportunities – Why it's time to talk about it

Third Sector: news, deadlines and opportunities – Why it's time to talk about it

End of non-profit organisations, new ETS tax regimes and key deadlines such as registration for RUNTS by 31 March 2026. A crucial step that requires conscious choices to avoid risks and seize new opportunities…

by Paolo Sardo

In 2026, the Italian third sector enters a new phase, with clearer rules, more modern tools and a more attentive look at efficiency and transparency. The challenge is great, but so are the opportunities. The important thing is not to be caught unprepared.

With the entry into force of Title X of the Third Sector Code, the tax system for Third Sector Entities (ETS) finally becomes fully operational. The regulatory framework, pending for years, was completed by Legislative Decree 186/2025, which defined application rules, flat-rate regimes and accounting simplifications for a vast number of entities registered with RUNTS.

Alongside this new tax system, the definitive divestment of non-profit organizations is also taking shape. In fact, starting from 1 January 2026, this legal qualification will be cancelled. The entities that still identify themselves as non-profit organizations today will necessarily have to decide whether to transform themselves into ETS, requesting registration in the RUNTS by 31 March 2026, or face the consequences, including financial ones, deriving from the loss of the qualification.

In this scenario, entities, managers and professionals are called upon to face a complex but potentially advantageous transition, provided they act in time and with full awareness of the new regulatory framework.

End of ONLUS and transition to RUNTS: what changes

According to the provisions of the draft circular on the Third Sector published at the end of 2025, the ONLUS qualification will no longer be valid starting from the tax period following 31 December 2025. From that date the NPO Registry will also be abolished

To ensure continuity between the old ONLUS regime and the new system ETSregistration to RUNTS31 March 2026

The absence of registration, or the rejection of the application, in fact entails the application of article 10, paragraph 1, letter f) of Legislative Decree 460/1997, with the obligation to donate the residual assets to Third sector entities

A delicate aspect concerns entities with operations that do not coincide with the solar year. In such cases, the application for registration to the RUNTS

The new ETS tax regime: structure and characteristics

From 2026, the tax rules contained in Title 80 CTS. This regime allows business income to be determined in a simplified way, by applying specific profitability coefficients to annual revenues, distinguished by nature and volume of the activity. The rates vary from 5% to 17%, depending on whether they involve different activities or services and the revenue range considered.

The new regime does not provide for the application of sector studies, ISA or other synthetic indicators of fiscal reliability. There is also exclusion from VAT obligations

ODV and APS: tax advantages and requirements

In parallel to the general regime, the Code provides specific flat-rate regimes for Volunteer Organizations (ODV) and Social Promotion Associations (APS),1% for ODV, 3% for APS85,000 euros per annum

The regime involves significant simplifications, including exemption from accounting registration obligations, certification of fees and the carrying out of withholdings. However, the obligation to conserve the documents issued and received remains, in addition to the annual tax return.

An important change introduced by Legislative Decree 186/2025

Accounting simplifications and new management rules

The changes are not limited to taxation. The new regulatory system also involves a rethink of the accounting and documentary management of the ETS

For non-commercial ETS, the option for the flat-rate regime is exercised in the tax return and is binding for at least three tax periods

The transition to the new system also requires a reflection on the internal governance of the entities: the obligation of transparency, the limits on various activities, the keeping of volunteers' registers and the requirements for the social budget - mandatory above certain thresholds - impose a more structured management, even for medium-small businesses.

A strategic opportunity, but we need to act now

2026 does not just represent a moment of formal adaptation, but a real opportunity to consolidate the legal, fiscal and organizational identity of Third Sector entities. The new regimes offer tangible benefits, but require conscious and planned choices. The risk of arriving unprepared for the deadline can translate into operational difficulties, loss of benefits, exclusion from public tenders and unexpected financial obligations.

The bodies, but also the professionals who assist them, are called upon to manage this change with attention and competence. There is not much time available, considering the need to adapt the statutes, verify the requirements for the flat-rate schemes, plan registration for the RUNTS

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Terzo Settore

Flat-rate regime in the Third Sector: 2026 choices for ODV, APS and ETS

Flat-rate regime in the Third Sector: 2026 choices for ODV, APS and ETS

From 2026, Third Sector taxation will enter a decisive phase. A practical guide for ODV, APS and ETS on tax choices that impact governance and management over time.

Operational and reasoned guide between non-commercialism, tax options and management impacts

By Paolo Sardo

1. 2026 as a year of "governance": why the tax regime is no longer a detail

From 1 January 2026, the taxation of Third Sector entities enters a fully operational and, in fact, irreversible phase. For many organizations the novelty is not so much the existence of a subsidized regime, but the fact that the choice (or lack of choice) of the regime produces effects over time and, above all, interacts with the tax qualification of the entity. It is the transition from a "fulfillment" logic to a structure logic: how activities, prices, agreements, fundraising and reporting are planned directly affects the perimeter of non-commercialism and, in cascade, the possibility of accessing the flat-rate regimes.

ODV and APS are at the center of this change because the Third Sector Code assigns them a specific and very favorable flat-rate regime (article 86 of Legislative Decree 117/2017), which however does not operate automatically. 2026, therefore, is the year in which it is best to "secure" the plant: coherent statute, accounting capable of reading the activities of general interest, correct classification of revenues and conscious choice of the regime.

2. Commercial or non-commercial: the art test. 79 CTS as a compass

The new system revolves around article 79 of the Third Sector Code, which introduces objective criteria to establish whether the ETS can be considered fiscally non-commercial. The distinction is not a label "regardless": it is a conclusion reached, year by year, through checks on the numbers.

The logic is on two levels. The first concerns individual activities of general interest: they are considered non-commercial when the related revenues do not exceed the actual costs, calculated including direct costs and, with reasonable criteria, attributable indirect costs. The Code also allows a percentage tolerance: a small deviation does not automatically cause the non-commercialism to be lost, but the verification must be repeated over time and with consistent accounting discipline.

In detail, the verification on activities of general interest is based on the comparison between revenues and actual costs. The actual costs are not only the "direct" ones (dedicated personnel, materials, specific services), but also include a reasonable share of indirect and general costs attributable to the activity, including structural costs. The Code allows a margin of deviation: activities can remain non-commercial even when revenues exceed costs, within the foreseen tolerance percentage, and for a limited number of consecutive tax periods. In practical terms, the rule functions as a safety band: it allows small misalignments without automatically triggering commercialization, but requires traceability and consistency of cost allocation criteria.

This is the point at which accounting becomes substance: if the entity is not able to reconstruct the actual cost of the activity (even with just an essential analytical approach), it is unable to use tolerance as a protection tool. On the contrary, with stable and documented criteria, the verification becomes repeatable and defensible over time, and allows tariffs and agreements to be planned without "surprises" at the end of the financial year.

The second level is the overall evaluation of the institution. Even if some activities are non-commercial, it is necessary to verify the prevalence of the institutional area on all the proceeds. Here the specific rules for ODV and APS also take on importance: some income "decommercialised" by articles 84 and 85 are treated as non-commercial income also for the purposes of determining the overall nature of the entity. In essence, the scope of non-commercialism for ODV and APS is wider, but still requires formal and accounting control.

3. The activities: general interest, different activities and risk of commercial "overload"

To really understand the flat-rate schemes you need to start from the activities. Activities of general interest, if carried out in ways consistent with the Code, are the heart of non-commercialism. Alongside them, the ETS can carry out different activities, as long as they are secondary and instrumental and within the limits established by the reference discipline. The presence of different activities is not prohibited, but has a direct impact on the overall interpretation of the institution and its ability to remain non-commercial.

The critical point is not to carry out paid activities, but to do so without actually transforming the entity into a prevalent economic operator. This is why the planning of fees (quotas, tariffs, contributions, agreements) and the reconstruction of actual costs become decisive. In the absence of minimum analytical accounting, the discussion on non-commercialism remains fragile: not because the entity is "commercial", but because it is unable to prove otherwise.

4. The map of regimes: ordinary, art. 80 and art. 86

When an ETS generates business income, there are three reference tax options. The ordinary regime is always practicable, but involves full VAT management and a more onerous accounting system. Alongside the ordinary, the Code provides for two flat-rate regimes: article 80, aimed at the generality of non-commercial ETS, and article 86, reserved for non-commercial ODVs and APSs that comply with the dimensional requirements.

The difference is not only quantitative (higher or lower coefficient): it is also qualitative, because article 86 brings with it a "super-simplification" logic designed for entities that operate mainly with volunteers and light administrative structures. Consequently, the real work is not to choose the most convenient regime in the abstract, but to build the conditions to be able to choose the right regime safely.

5. Art. 86 CTS: updated requirements, profitability coefficient and perimeter of the regime

The regime of article 86 allows ODV and APS to apply, for the commercial activities carried out, a flat rate determination of the income provided that, in the previous tax period, the revenues do not exceed 85,000 euros, adjusted per year. The th A practical principle derives from this: the qualification of ODV or APS is not sufficient, in itself, to ensure access to the regime, if the entity does not pass the non-commercialization tests provided for by article 79.

Once the size requirement and the non-commercial nature of the entity have been ascertained, the taxable income is determined by applying an extremely low coefficient to the revenues: 1% for ODVs and 3% for APSs. The message from the legislator is clear: commercial activity is permitted as instrumental, but must not become the "economic basis" of the entity.

An example, to establish the order of magnitude. If an ODV collects 70,000 euros in commercial revenues, the lump sum income is 700 euros; if an APS collects the same amount, the lump sum income is 2,100 euros. Given these values, the real convenience is not just the reduced taxable income: it is the reduction of administrative complexity, as long as the entity maintains a properly qualified and documented revenue perimeter.

6. VAT and fees: simplification does not mean "free zone"

In practice, many entities choose article 86 for the combined effect on direct taxes and VAT management. The regime was created to simplify, but simplification requires discipline: the entity must be able to distinguish, in a traceable way, the revenues that fuel non-commercialism (membership fees, contributions, donations and qualified institutional proceeds) from actually commercial revenues.

The recent regulatory changes have also affected operational aspects, eliminating provisions that had generated application uncertainty on the certification of fees in the Article 86 regime. This does not free the entity from the need for coherence, but reduces management frictions which, in daily life, can become a hidden cost.

The key point, especially in 2026, is to avoid inconsistencies between the statute, the activities actually carried out and the accounting representation of revenue. Inconsistency is often the crux of disputes: not because the organization does not pursue civic purposes, but because it is unable to demonstrate that the economic component remains instrumental and not prevalent

7. The three-year restriction of the art. 86: the choice (or non-choice) that can block two financial years

Paragraph 13 of article 86 provides for a three-year restriction for ODV and APS which, despite having the requirements, decide to apply direct taxes and VAT in the ordinary ways. In concrete terms, if in 2026 an entity below the threshold chooses the ordinary one, it risks not being able to apply article 86 for at least the following two years.

It is a decisive point because it transforms 2026 into a strategic year. In other areas (for example for the flat rate for natural persons), the Financial Administration has over time attenuated the effect of the constraint when the transition concerned "natural" regimes and did not produce distortions. For ETS, however, until explicit clarifications arrive, prudence suggests considering the constraint as fully operational.

Hence a practical consequence: if the entity meets the requirements and intends to take advantage of the simplifications, it is advisable to seriously evaluate the application of article 86 as early as 2026, so as not to preclude the most efficient option when the entity needs it most.

8. Art. 80 CTS: when it is useful and how it fits in with the art. 86

The regime of Article 80 is aimed at the generality of non-commercial ETS and allows business income to be determined by applying the profitability coefficient by brackets to the revenues. For many entities, it is a "system" simplification regime useful when article 86 is not applicable or when the entity prefers more uniform management over time.

For ODV and APS, however, article 80 does not replace article 86: it supports it as a less favorable alternative, especially in terms of taxable income and VAT management. Furthermore, the general rules on options with three-year effect apply here too: therefore the choice should not be read as a "bridge" without consequences, but as a conscious decision.

A numerical comparison helps. An APS with 80,000 euros of commercial revenues would have, in art. 86, taxable at 3% (2,400 euros). In art. 80 the taxable amount depends on the applicable coefficients and brackets: often the result is higher, and above all it does not benefit from the same VAT simplification system. If the objective is to truly lighten the burden on the administration, article 86 remains, when possible, the preferred path.

9. How the option is exercised and why the "conclusive behavior" must be handled with care

Access to the flat-rate regimes passes through declarative options and, in some cases, through concluding behavior. In practice, the entity can communicate the choice in the annual VAT return or in the declaration of commencement of activity, but it can also demonstrate it by adopting behavior consistent with the chosen regime from the beginning.

The conclusive behavior is useful when the entity is born or changes structure during the year, but in 2026 it presents a risk: if the organization is not aligned (invoicing, management of fees, accounting, reporting), a misalignment is created between what the entity does and what he says. For this reason, in the first application phase, the most defensible choice is the one accompanied by a short internal report describing the requirements, verification of non-commercialism and justification of the option.

10. A "dispute-proof" method: from the commerciality test to the decision of the administrative body

To avoid the tax regime being decided "at the end of the year" only at the declaration stage, it is useful to adopt a simple but robust method. We start from the reconstruction of the revenues and their qualification (institutional, decommercialized, commercial), we proceed with the commerciality test of the activities of general interest and with the overall evaluation of the entity, we verify the revenue threshold adjusted per year and, only at the end, we compare the impacts between ordinary, article 80 and article 86.

This path is not just technical. It's governance. Bringing the choice to the administrative body, with a concise document, means making the logic adopted transparent and strengthening the defensibility of the decisions. In a context in which taxation affects the sustainability of the institution, informed deliberation becomes part of the organizational structures.

The result is measurable: less time spent chasing obligations, less uncertainty in project management and more ability to plan activities, tariffs and agreements without the fear of involuntarily "exceeding" the non-commercial perimeter.

Essential sources

Legislative Decree 3 July 2017, no. 117 (Third Sector Code), articles. 79, 80 and 86 (Regulations).

Legislative Decree 4 December 2025, n. 186 (Official Journal, 12 December 2025) – changes to the tax regulations of the Third Sector, including the threshold for access to the regime pursuant to art. 86 CTS.

Revenue Agency, public consultation of 19 December 2025 - draft circular with clarifications on the fiscal discipline of the ETS (income taxes and tax qualification).

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Terzo Settore

When an ETS changes tax status: the impact of Italian Revenue Agency Circular 1/E of 19 February 2026

When an ETS changes tax status: the impact of Italian Revenue Agency Circular 1/E of 19 February 2026

How does the tax qualification of ETS change? Operational analysis of AdE Circular 1/E on commercialization tests and accounting obligations.

The change in the 2026 ETS tax qualification after the Revenue Agency Circular: an operational analysis between commerciality tests, temporal effects and governance of entities.

By Paolo Sardo

1. 2026 as a turning point year: why this Circular matters

From 2026 the tax reform of entities registered with RUNTS is no longer theory: it is applied law. And with it comes a concrete question for those who administer an ETS: does your organization still know where it fits fiscally?

The Revenue Agency Circular no. 1/E of 19 February 2026 addresses precisely this: the moment in which an ETS changes its tax qualification and the concrete consequences that derive from it in terms of obligations, accounting and governance.

It is not a document to be archived. It is an operational tool and the starting point for understanding whether your organization is exposed to risks which, in most cases, can be prevented. For the regulatory framework of reference, see also the regulatory framework that made Title X operational

2. The new tax logic: from art. 149 TUIR in art. 79 CTS

The first change of perspective concerns the rules of the game. On the tax level, the Third Sector Code has introduced a different logic from that which for years has governed ordinary non-commercial entities. The reference discipline is no longer the elastic and often not very transparent one of the art. 149 of the TUIR, but the special one contained in the articles. 79 and following of Legislative Decree no. 117/2017.

The same Circular recalls that, for ETS, the rules of Title II of the TUIR continue to apply only to the extent compatible and that, among those no longer applicable, art. 149, superseded by art. 79, paragraphs 5, 5-bis and 5-ter, of the Code. In other words, the legislator has removed the ETS from the old scheme of loss of qualification, built for the majority of non-commercial entities, entrusting the verification to an autonomous, typical and quantitative criterion.

For the ETS the topic is no longer addressed in impressionistic terms, asking whether the entity appears more or less commercial. It is addressed through a comparison between measurable economic quantities: on the one hand, the proceeds from activities of general interest carried out commercially and those from other activities carried out in the form of a business; on the other, the revenues that the system brings back to the non-commercial area.

The Circular insists precisely on this point: the verification of the commercial or non-commercial nature of the ETS is, essentially, an accounting operation. It may seem like a cold formula, but it marks a cultural turning point. The center of gravity shifts from the abstract definition of the entity to the concrete interpretation of its economic flows.

3. The commerciality test of the art. 79 CTS: how it really works

Saying that the verification is accounting might make one think of a linear, almost automatic operation. It's not like that. The point is not just to add up the revenues, but to understand where they come from and what nature they have.

Not only classic revenues are included in the count, but also public contributions, donations, membership fees and fundraising: all resources that do not arise from a market exchange but which weigh in the calculation. And activities carried out for free or under favorable conditions also have an impact, because they still have an economic value even when it does not translate into a proportionate income. It's not just how much comes into the cashbox that counts, but how much what the organization produces is worth.

This changes the way we read the numbers. We no longer measure only the financial flow, but the real weight of the overall activity. And it is this perspective that allows us to understand whether an organization sustains itself mainly thanks to resources consistent with its mission or through activities closer to the market.

The result is that what determines the qualification is not the breadth of the activity, but the composition of the proceeds. An institution can operate on a large scale and remain non-commercial if its revenues are predominantly institutional in nature. However, it can slip into the commercial sphere almost without realizing it, if revenues from business activities grow silently.

The reform, read correctly, does not punish the growth of the entity. It forces it to make its economic structure transparent. The legislator's choice is clear: to distinguish between entities that finance their mission mainly through resources consistent with their solidarity function and entities that, while remaining ETS, are mainly based on activities carried out with business logic.

4. Sponsorships and fundraising: what the Circular says

The regulation of sponsorships and fundraising deserves specific attention, because in practice it often generates uncertainty.

The Circular clarifies that sponsorships, although they constitute commercial activities, are not relevant in the commerciality test pursuant to art. 79, paragraph 5 CTS, if carried out in compliance with regulatory criteria. Similarly, ongoing fee-based fundraising may remain taxable, but does not affect the overall tax qualification of the entity.

The rationale is clear: the legislator wanted to protect some self-financing instruments, preventing the entity from being dragged into the commercial sphere just because it seeks resources to support its mission. It is a choice of legal policy even before that of tax technique. In the third sector, the search for funds is not an anomaly, but a condition for survival. The law recognizes this.

5. When does the change occur and when does it produce effects

It is the point at which the Circular is most demanding, and the one that generates the most surprises in practice.

The ordinary rule is this: the ETS 2026 tax qualification changes starting from the beginning of the tax period in which the entity exceeded the commercialization threshold. Not from the moment he notices it, not from the closing of the budget. For entities whose financial year coincides with the calendar year, it means that the tax effects affect the entire year that has already passed.

Concretely: an entity that closes its financial statements in December and discovers that it has exceeded the threshold already finds itself in the new qualification from 1 January of that year. The system works with a substantial feedback logic: in the final balance, the outcome of the relationship between commercial income and non-commercial income is observed, but if the threshold is exceeded, the fiscal effects affect the entire financial year. There is no margin for reaction: there is only the possibility of having foreseen it.

6. The three-month window for accounting obligations

Connecting the art. 79, paragraph 5-ter with art. 87, paragraph 7 of the Code, the Circular introduces an important distinction between substantial effects and accounting obligations.

From a substantial point of view, the loss of the qualification of non-commercial entity produces effects from the beginning of the tax period in which the entity acquired that new nature. In terms of compliance, however, the entity has a period of three months, starting from the occurrence of the conditions, to adapt its accounting system: inventory, chronological records, balance sheet, register of depreciable assets and ordinary accounting required for commercial entities.

This step deserves attention. The legislator does not simply say that, if the entity exceeds a certain threshold, it must change its regime. It says something more challenging: the fiscal life of the entity does not necessarily coincide with its administrative perception. The entity may realize late that it has become commercial, but tax law considers that transformation to have already occurred in the financial year in which the accounting data was consolidated.

The three-month window is not a moratorium on change. It is a tool for bringing out in an orderly manner an effect that has already been produced. Attention shifts from mere compliance to prevention: it is not enough to close the budget correctly, the composition of economic flows must be monitored throughout the year.

7. The transitional two-year period: how it applies in 2026 and 2027

The transitional phase attenuates, but does not cancel, this setting.

For the first two tax periods following the one in progress on 31 December 2025, the change in qualification operates from the tax period following the one in which it occurs. The Circular also clarifies the case of entities with operations at the turn of the year: the transitional two-year period must be calculated on the basis of their tax period, not the calendar year.

This is an important corrective, introduced to accompany the effective launch of Title href="https://mct.tax/2026/02/04/terzo-settore-novita-scadenze-e-opportunita-perche-e-il-momento-di-parlarne/" target="_blank" rel="noreferrer">the main innovations introduced by Legislative Decree 186/2025

8. Commercial ETS does not mean losing your RUNTSenrollment

It is a point that is often misunderstood in the comments and it is worth clarifying it explicitly.

The Code distinguishes the civil-institutional profile from the fiscal one. An entity can remain regularly registered with the RUNTS, continue to pursue civic, solidarity and socially useful purposes and, at the same time, take on the role of a commercial entity on a tax level. To understand what it means to be registered with the RUNTS and what effects it produces on a legal level

This step is decisive, because it forces us to abandon a moralistic reading of commercialism. Becoming a commercial ETS does not mean betraying the third sector. It means, more simply, that the economic structure of the entity is mainly based on activities carried out in a business manner. It is a fiscal qualification, not a legal excommunication.

The more useful question is not whether commercialism should be avoided at all costs. The real question is another: does the organization know where it is going? If the growth of commercial revenues is the result of a conscious strategy, the change in qualification can be managed and even planned. If, however, overtaking occurs due to inertia, without adequate analytical accounting, the problem is not the rule, but governance.

The art. 79, read together with the Circular, forces administrators to measure their own economic identity, no longer to tell it only in statutory form. This is where the accountant returns to the center: not as a simple compiler of obligations, but as an interpreter of the balance between mission, sustainability and fiscal risk.

9. The reverse transition: from commercial to non-commercial ETS and the art. 79-bis

What happens when an ETS that has assumed a commercial nature becomes non-commercial again? The Circular recalls the art. 79-bis of the Code, which regulates a concrete problem: the goods purchased during the commercial phase have accrued latent capital gains. If the entity changes its nature, those assets pass to the institutional sphere and in normal conditions this would generate immediate taxation.

The mechanism of the art. 79-bis allows the capital gains referred to in art. not to immediately contribute to the formation of taxable income. 86 TUIR, when the goods cease to belong to the commercial sphere and are used to carry out the statutory activity for the exclusive pursuit of civic, solidarity and social utility purposes.

The benefit, however, is not definitive. The capital gain remains suspended and resurfaces if the asset is sold for consideration, compensated or used for extraneous purposes. The logic is coherent: the qualification step is sterilized when the wealth remains within the mission of the entity, taxation is recovered when that asset falls within the ordinary circuit of economic availability.

The art. 79-bis does not only serve to regulate a theoretical hypothesis. It serves to make the reorganization of institutions fiscally sustainable. Think of an already operational entity that registers with the RUNTS and redefines the perimeter of its activity, or an ETS that over time reduces the entrepreneurial component and returns to a non-commercial prevalence. Without this rule, the transition could generate an immediate fiscal cost that would discourage the reallocation of assets towards the institutional sphere. The legislator's choice is rewarding but conditional: it helps those who maintain coherence, it recovers tax if that coherence fails.

10. What an ETS administrator should do today

A basic fact thus emerges. The change in qualification is not an accident, but an institution that photographs the concrete evolution of the institution. The Third Sector Code, in its fiscal part, does not want to fix the tax identity of the ETS once and for all. Rather, it wants to subject it to continuous verification, based on what the organization actually produces, collects and organises. From this perspective, Circular 1/E of 2026 carries out an important operation: it translates the reform into applicable language, confirming that the commerciality test is not an abstract clause, but a procedure for reading economic data.

The operational message is clear: the 2026 ETS tax qualification cannot be managed in the final balance. It is governed throughout the year, with precise instruments. Four concrete actions.

1. Monitor flows during the year, not just at the end of the financial year
   
2. Equipment with minimum analytical accountinghow are the tax regimes available for non-commercial ETS structured?
   
3. Bring the issue to the administrative bodyadequate organizational structures
   
4. Don't wait for the balance sheet to close.
   
   

In the new Third Sector tax law, the question is no longer whether the entity formally has a non-profit face. The question is whether its economic balance is still consistent with the fiscal grammar of the non-commercial entity. For this reason, the change in qualification should not be feared as an anomaly, but governed as an indicator. The most mature entities will not be those that will remain non-commercial at all costs, but those that will be able to read the direction of their flows in time, consciously deciding whether to monitor non-commercialism or accept, without misunderstanding, the entry into the tax system of the commercial ETS.

It is here that the reform stops being a technical question and becomes something more profound: a new way of reading the entities, not for what they claim to be, but for how they live, operate and support themselves in the time.

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Fiscale

Milleproroghe Decree 2026: key tax and corporate updates for SMEs

Milleproroghe Decree 2026: key tax and corporate updates for SMEs

Discover the measures of the Milleproroghe Decree 2026 for SMEs: postponement of tax reform, remote meetings, Guarantee Fund.

An operational guide to the measures of the Law of 27 February 2026, n. 26: postponements, extensions and obligations to be aware of to better manage the current year.

By Alessandro Malerba.

‍

1. Postponement of the new Consolidated Laws on tax reform

One of the most relevant provisions of the Milleproroghe Decree 2026 concerns the postponement to 1 January 2027

• Consolidated law on tax sanctions
• Consolidated law on minor state taxes
• Consolidated law on justice tax law
• Consolidated law on payments and collection
• Consolidated law on registration tax and indirect taxes

  Implications for businesses

  The current rules will continue to apply throughout 2026. While on the one hand this slows down the announced simplification process, on the other hand it guarantees regulatory stabilityassessment with acceptance in light of Legislative Decree no. 13/2024

  2. Company meetings: extension of remote methods

  The Milleproroghe extends until 30 September 2026company meetings with simplified methods

  • conduct meetings entirely by videoconference
  • avoid the physical presence of the president and secretary;
  • allow electronic or postal voting;
  • use the designated representative

    Why it is relevant for SMEs

    The extension represents an important simplificationadequate organizational structures as a lever strategic

    3. Guarantee Fund for SMEs extended to 31 December 2026

    The decree confirms the operation of the Guarantee Fund for SMEsCircular n. 1/2026 of Mediocredito Centrale

    • public guarantees up to 5 million euros
    • high coverage percentages (80% for investments, 50% for liquidity);
    • simplified procedures for access to credit.

    Practical effects

    The extension allows SMEs to continue to finance:

    • investments production;
    • reorganization operations;
    • liquidity needs, even in a context of rates that are not yet fully normalized.

    For those who are considering extraordinary or development operations, it may also be useful to read our article on revaluation of land and equity investments provided for by the 2025 Budget Law

    4. Catastrophe policies: postponement for micro and small businesses

    The Milleproroghe further postpones the obligation to stipulate insurance policies against catastrophe risks31 December 2026

    • micro and small businesses in the cateringtourism
    • businesses in the fishing and aquaculture
    • food administration activities and drinks

      Attention

      The extension does not eliminate the obligation, but defers its effectiveness. It is advisable to use 2026 to adequately evaluate insurance coverage
      

      5. Work incentives: selective extensions

      During the conversion, partial extensions were confirmed

      • Women's bonus
      • Young people bonus under 35ZES30 April 2026

        For SMEs this requires careful hiring planningMinistry of Labor factsheet

        A compass for 2026

        The Milleproroghe 2026 confirms an approach based on greater regulatory continuity adaptation time

        still effective tools for access to credit and corporate governance

        useful postponements on potentially onerous obligations.

        However, it remains essential to monitor regulatory evolution during 2026

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