Combining a contribution to a holding company with a gift: an analysis by the Italian Revenue Agency (Agenzia delle Entrate) for tax planning
The Italian Revenue Agency (Agenzia delle Entrate), through tax ruling (risposta a interpello) no. 42 of 2026, has provided key clarifications on the combined use of a contribution of shares to a holding company and a subsequent gift of bare ownership. This combined approach, crucial for tax planning and generational succession, was examined in depth to establish its compliance with anti-abuse principles.Contribution to a Holding Company and Gift of Bare Ownership: the case examined
The case brought before the Italian Revenue Agency (Agenzia delle Entrate) concerned a family structure involving a father and two children, who were shareholders in two separate operating companies (Alfa and Beta). The transaction involved two key stages:- First Stage (Contribution): Incorporation of a holding company (in the form of an S.r.l.) and transfer to it of 100% of the shares in the two operating companies. For this stage, the intention was to apply the controlled realisation regime provided for by art. 177, paragraph 2, of the Italian Income Tax Code (TUIR).
- Second Stage (Gift): The father would give his children bare ownership of the shares in the newly incorporated holding company. The ordinary taxation regime under art. 16 of the Italian Inheritance and Gift Tax Act (TUS) would apply to this transaction, as it did not qualify for the exemption for controlling shareholdings.
The Italian Revenue Agency (Agenzia delle Entrate)'s anti-abuse analysis: tax advantage and economic substance
The tax authorities scrutinised the transaction on the basis of art. 10-bis of Legge n. 212/2000 (Taxpayers' Rights Charter). Initially, they identified an undue tax advantage.This tax advantage arose because the holding company's net assets, established under the controlled realisation regime, were lower than the sum of the net assets of the individual companies whose shares were contributed. Consequently, the tax base calculated for gift tax (under art. 16 TUS) was lower than it would have been for a direct gift of the original shares.
Economic Substance as the decisive factor in ruling out abuse
Despite the undue tax advantage, the Italian Revenue Agency (Agenzia delle Entrate) ruled out abuse of law. The determining factor was the presence of valid non-tax reasons, namely economic substance. The transaction served tangible business objectives, which included:- The unified and coordinated management of the operating companies as a genuine group.
- The centralisation of treasury functions to optimise financial resources.
- The inclusion in the articles of association of specific "anti-deadlock" clauses and governance rules to prevent conflict between shareholders.
- The initiation of a gradual and orderly generational succession, preventing future joint ownership arising from inheritance.
