Key Points
- Rebasing black list shareholdings will cost 36%, fifteen percentage points more than the ordinary rate of 21%, which remains unchanged for all other unlisted shareholdings.
- For "tax haven" shareholdings, instalment payments are expressly excluded: the substitute tax must be paid in a single payment.
- The measure is contained in Article 27 of the draft Omnibus corrective legislative decree, which amends Article 5 of legge 448/2001.
- A case-by-case cost comparison is required between the flat 36% charge on the entire appraised value and progressive personal income tax (IRPEF) on the entire capital gain upon realisation.
- Those who can document the exemption under Article 47-bis, paragraph 2, letter b), of the Italian Income Tax Code (TUIR) avoid the issue altogether: the capital gain falls outside the black list regime and is subject to the ordinary substitute tax of 26%.
Rebasing black list shareholdings will cost 36%. Fifteen percentage points more than the ordinary rate, which remains unchanged at 21%, with payment also permitted in three annual instalments, for all other unlisted shareholdings. And for "tax haven" shareholdings, the substitute tax will have to be paid in a single payment: instalment payments are expressly excluded. A case-by-case cost comparison is therefore required between the flat 36% charge on the entire appraised value and progressive IRPEF on the entire capital gain upon realisation.
This is provided for in Article 27 of the draft Omnibus corrective legislative decree, implementing the delegated tax legislation under legge 111/2023, definitively approved by the Council of Ministers at its meeting on 4 August, which amends Article 5 of legge 28 December 2001, n. 448, the provision governing the redetermination of the acquisition cost or value of shareholdings.
The tightening concerns securities, shares and rights not traded on regulated markets, issued by businesses or entities resident or located in States or territories with preferential tax regimes, identified according to the criteria in Article 47-bis, paragraph 1, of the TUIR: for these, the substitute tax rises "to 36%" and "cannot be paid in instalments".
What changes for rebasing
| Aspect | Current regime | Draft corrective decree (Art. 27) |
| --- | --- | --- |
| Substitute tax rate | 21% for shareholdings and securities not traded on regulated markets | 36% for securities, shares and rights not traded on regulated markets issued by businesses or entities resident or located in States or territories with preferential tax regimes (criteria under Art. 47-bis, paragraph 1, TUIR); 21% remains applicable to the others |
| Payment | By 30 November, in a single payment or in three equal annual instalments, with 3% interest on instalments after the first | For black list shareholdings, a single payment only: instalment payments are expressly excluded |
| Listed black list shareholdings | Redetermination based on normal value (Art. 9, paragraph 4, letter a, TUIR), with substitute tax at 21% | No change: the increase concerns only securities not traded on regulated markets |
| Consolidated legislation | – | Identical amendment to Art. 169 of the consolidated income tax legislation (d.lgs. n. 117/2026), applicable from 1 January 2027 |
| Commencement | – | No transitional provisions in the draft; financial effects estimated from 2027 onwards |
The current regime
Redetermination, reintroduced year after year for more than two decades and now a permanent measure, allows individuals acting outside the course of a business, simple partnerships, non-commercial entities and non-residents without a permanent establishment in Italy to use, instead of the historical cost, the value of the shareholding held on 1 January of each year, as established by a sworn valuation report, by paying a substitute tax of 21% by 30 November, in a single payment or in three equal annual instalments, with 3% interest on instalments after the first. The rebased value is relevant for determining capital gains under Articles 67 and 68 of the TUIR.
Why the tightening
The corrective decree targets an asymmetry well known to practitioners. Capital gains on "ordinary" shareholdings are subject to substitute tax at 26%; those realised on shareholdings in companies resident or located in countries with preferential tax regimes, by contrast, are included in full in taxable income, with progressive IRPEF applying up to the marginal rate of 43%, plus surtaxes, unless the taxpayer demonstrates, including by means of a tax ruling request, that holding the shareholding does not have the effect of locating income in States or territories with preferential tax regimes (Article 47-bis, paragraph 2, letter b, of the TUIR).
In this scenario, rebasing at 21% allowed the prospective tax charge to be more than halved: an arbitrage opportunity that the delegated legislator is now reducing, but not eliminating, since even the new 36% rate remains below full ordinary taxation.
The scope
The increase affects only securities not traded on regulated markets. Listed shareholdings issued by black list entities remain outside its scope (and will continue to be subject to 21%); for these, redetermination is based on the normal value determined under Article 9, paragraph 4, letter a), of the TUIR.
As regards identifying preferential regimes, the reference is to the criteria in Article 47-bis, paragraph 1: in short, these are regimes in States other than those belonging to the European Union or the European Economic Area with adequate exchange of information, where effective taxation, for controlling shareholdings, or the nominal level of taxation (for other shareholdings, also taking account of special regimes) is less than half that in Italy.
Commencement
The draft contains no transitional provisions: the tightening will therefore take effect when the decree enters into force. The revenue estimates accompanying the measure nevertheless run from 2027 onwards, suggesting that the new rate should apply to redeterminations relating to shareholdings held from 1 January 2027. If this approach is confirmed in the final text, rebasing shareholdings held on 1 January 2026 will remain possible under the current conditions (substitute tax at 21%, payable in instalments), with the valuation report and payment (or first instalment) due by 30 November 2026: a window that those holding shares in jurisdictions with preferential tax regimes should assess in good time. In any event, it would be desirable for the legislator to resolve the issue expressly through a commencement provision.
The parallel approach in the consolidated legislation
The amendment is replicated, in identical wording, in Article 169 of the new consolidated income tax legislation (d.lgs. 19 June 2026, n. 117), which is due to apply from 1 January 2027: a sign of the intention to consolidate the measure within the body of legislation soon to take effect as well.
The context
The tightening of rebasing is not an isolated measure: it forms part of the chapter of the draft devoted to revising the taxation of financial income, which, in Article 26, raises from 11% to 20% the withholding tax rate on dividends paid to European Union pension funds and to foreign sub-accounts of pan-European personal pension products (PEPPs), aligning it with the rate applicable to domestic pension funds. Two measures with a common aim, rebalancing the taxation of capital with a cross-border dimension, both with financial effects estimated from 2027 onwards.
Calculations to revisit
For the taxpayers concerned, the cost advantage will need to be assessed case by case: on the one hand, a flat 36% charge on the entire appraised value (not merely the unrealised capital gain), payable in a single payment and increased by the cost of the valuation report; on the other, progressive IRPEF on the entire capital gain upon realisation, unless the exemption is proved. The differential remains, but narrows, and the end of instalment payments concentrates a material financial impact in the year of payment.
An example
Consider an unlisted shareholding in a black list company with a tax cost of €100,000 and an appraised value of €1 million. Under the current rules, rebasing costs €210,000 (21% of the entire value), also payable in three instalments; with the new rate, the bill rises to €360,000, payable in a single payment. If sold for €1 million without rebasing, the capital gain of €900,000 would attract tax of approximately €387,000 at the marginal rate of 43%, excluding surtaxes: the saving, which currently exceeds €170,000, would fall to just over €25,000. And if the tax cost were €200,000, the ordinary tax on the capital gain of €800,000 (approximately €344,000) would be lower than the substitute tax: rebasing would become uneconomic.
At 36%, ultimately, a cost advantage remains only where the historical cost is low compared with the current value, and must always be checked taking account of surtaxes and whether the exemption can be demonstrated.
Steps for those who have already rebased
A separate issue concerns those who have already rebased in the past and intend to update the value ahead of a disposal. The current rules allow the substitute tax already paid on previous redeterminations to be deducted from the new substitute tax, or alternatively a refund to be requested (dl 70/2011): with the rate at 36%, however, the balancing payment due on black list shareholdings becomes significantly more burdensome, and must also be made in a single payment.
Conversely, those able to document the exemption under Article 47-bis, paragraph 2, letter b), of the TUIR, namely that holding the shareholding does not result in income being located in the preferential regime, can avoid the issue altogether: once the exemption is demonstrated, the capital gain falls outside the black list regime and is subject to the ordinary substitute tax of 26%, making rebasing at the increased rate a residual option.
Frequently Asked Questions
How much does it cost to rebase a black list shareholding after the Omnibus corrective decree?
The substitute tax rises to 36% of the appraised value for securities, shares and rights not traded on regulated markets issued by businesses or entities resident or located in States or territories with preferential tax regimes. For all other unlisted shareholdings, the rate remains unchanged at 21%.
Can the new 36% substitute tax be paid in instalments?
No. For black list shareholdings, instalment payments are expressly excluded: payment must be made in a single payment, whereas for other shareholdings payment in three equal annual instalments remains possible, with 3% interest on instalments after the first.
Which shareholdings remain outside the scope of the increase?
Listed shareholdings issued by black list entities remain outside its scope; for these, redetermination continues to be based on the normal value determined under Article 9, paragraph 4, letter a), of the TUIR, with substitute tax at 21%.
When does the new rate apply from?
The draft contains no transitional provisions, so the tightening will take effect when the decree enters into force. The revenue estimates run from 2027 onwards, suggesting that the new rate should apply to redeterminations relating to shareholdings held from 1 January 2027.
How can the black list regime on the capital gain be avoided?
By documenting the exemption under Article 47-bis, paragraph 2, letter b), of the TUIR, namely that holding the shareholding does not result in income being located in the preferential regime: once the exemption is demonstrated, the capital gain falls outside the black list regime and is subject to the ordinary substitute tax of 26%.
Giancarlo Marzo — Marzo Associati, Law and Tax Firm. Article published in ItaliaOggi Sette on 10 August 2026.
