Tax Advice in Rome

Corporate Tax Advice in Rome: Optimising Business Taxation

Business taxation is one of the determining factors in corporate competitiveness. Structured tax optimisation — in full compliance with the law — can free up significant resources for reinvestment in the core business. The Firm Marzo Associati assists businesses and corporate groups in managing tax matters in their day-to-day activities and extraordinary transactions.

Gestione ordinaria: IRES, IRAP e dichiarazioni

Our ongoing assistance includes advice on calculating business income, managing upward and downward adjustments for corporate income tax (IRES)/IRAP purposes, planning the use of tax incentives (R&D tax credits, Patent Box, ACE, ZES) and preparing independent legal opinions on disputed questions of interpretation. Our approach combines tax law and accounting expertise, ensuring consistency between tax strategy and company financial statements.

Corporate Reorganisations: From Structuring to Implementation

In M&A transactions, mergers, demergers and capital contributions, the timing of tax input is everything. The Firm is involved from the earliest stages of negotiation to:

• structure the transaction in the most tax-efficient way (share sale versus sale of a business division);
• identify latent tax risks in the target through due diligence;
• draft tax representation and warranty clauses in the sale and purchase agreement;
• manage post-transaction compliance requirements (notifications to the Italian Revenue Agency (Agenzia delle Entrate), registrations and updates to ownership records).

Key TUIR Provisions for Businesses: Losses, PEX, Interest and Tax Consolidation

An D.P.R. 917/1986 (TUIR — Consolidated Income Tax Act) contains the fundamental provisions that every business must master to optimise its tax burden.art. 84 TUIR governs the carry-forward of tax losses: losses from the first three financial years may be carried forward indefinitely and in full; from the fourth financial year onwards, losses may be carried forward indefinitely but only up to80% of the taxable income of each subsequent period.art. 87 TUIR provides for the Participation Exemption (PEX): capital gains on disposals of shareholdings are exempt to the extent of 95% if the shareholding has been held continuously for at least 12 mesi, the investee company is classified among financial fixed assets and is not resident in a preferential tax jurisdiction.art. 96 TUIR limits the deductibility of net interest expense to 30% of ROL (gross operating profit) for the financial year, with the option of carrying forward the excess to future periods. The domestic tax consolidation regime (artt. 117-129 TUIR) allows holding companies with a shareholding of more than 50% of the capital in their Italian subsidiaries to offset income and losses within the group, with significant tax savings for groups containing both profit-making and loss-making companies.

Abuse of Rights in Corporate Transactions: art. 10-bis L. 212/2000

L'art. 10-bis of L. 212/2000 (Taxpayer’s Charter), introduced by D.Lgs. 128/2015, codified the principle of abuse of rights in tax matters, superseding its previous development through case law. A transaction is abusive where: (1) it produces an "undue" tax advantage (contrary to the purpose of the provision); (2) it lacks economic substance (it produces no significant effects other than tax savings); (3) tax savings are the principal or sole objective of the transaction. However, the taxpayer may demonstrate the existence of valide ragioni extrafiscali (economic, managerial or organisational) that justify the transaction, even if these produce tax savings as a secondary effect. Before alleging an abuse of rights, the Italian Revenue Agency (Agenzia delle Entrate) must serve a request for clarification allowing at least 60 days for a response. A taxpayer seeking certainty in advance may use theinterpello antiabuso under art. 11, c. 1, lett. c), L. 212/2000, which binds the tax authorities not to challenge the transaction if it is carried out on the terms specified in the favourable ruling.

Tax Reliefs for Businesses: R&D, Patent Box and Tax Credits

The Italian tax system offers numerous reliefs that businesses often fail to use fully owing to a lack of documentation or proper planning. The research and development tax credit (in its post-2020 versions), the Patent Box for intellectual property income, ACE (Allowance for Corporate Equity), tax credits for investments in Industry 4.0 capital assets and the Special Economic Zones (ZES) in Southern Italy represent significant opportunities to reduce the tax burden. Our Firm assists businesses in identifying applicable reliefs, preparing supporting technical documentation (particularly relevant for R&D, where the Italian Revenue Agency (Agenzia delle Entrate) has intensified its checks) and defending them where entitlement to the credit is challenged.

Based in Rome — Assistance for Businesses of All Sizes

Based in the Salario district of Rome, the Firm assists SMEs, large businesses and multinational groups operating in Italy. For international corporate tax matters, the team works with a network of overseas correspondents in Europe, the USA and Asia.