CORPORATE | Italian Supreme Court rules on registration tax in the transfer of a 100% equity interest in companies

On 21 March 2024, the Italian Supreme Court issued its judgment in case No. 7613, ruling that in the event of the transfer of a participation representing the entire corporate capital of a company, the fixed amount of the registration tax must be paid, even if the sale and purchase agreement contains price adjustment clauses or indemnity clauses. The Supreme Court affirmed that, even in the presence of such clauses, the transfer of a 100% participation cannot be re-qualified as the transfer of a business. It also admitted that said clauses are not subject to independent proportional taxation, since the presence of price adjustment or indemnity clauses does not alter the fixed-rate registration tax applicable to the transfer of participations.

Newsletter n. 95 – April 2024