Assessment invalid if the rationale changes during the preliminary hearing
Article 6-bis of Law 212/2000 obliges the tax authority to state the grounds of an assessment notice taking into account the taxpayer’s observations made during the preliminary hearing. Overcoming the former Article 12(7)—where the Authority could reclassify the claim without further discussion—the new regime makes the preliminary hearing effective and binding in its scope.
Consequently, if following the submission of written arguments the Tax Administration substantially alters the underlying claim (for instance, changing the ground for disallowing a cost from lack of inherent connection to lack of accrual), it cannot issue the final assessment notice directly. As confirmed by the First Instance Tax Court (C.G.T.) of Vicenza (Rul. No. 76/1/26), the emergence of new grounds requires issuing a new draft assessment to safeguard the taxpayer’s right of defense.
Appeals and statutory time limits running from actual knowledge
The Italian Supreme Court (Ord. No. 24973/2026) has affirmed that actual knowledge of a tax assessment notice—even if acquired aliunde rather than through valid service of process—is sufficient to trigger the 60-day statutory time limit for filing an appeal. The concept of actual knowledge serves the same practical function as formal service regarding the commencement of the appeal period.
Consequently, a taxpayer who possesses full knowledge of an assessment notice cannot claim lack of formal service to justify a late appeal. However, the Supreme Court clarified that if actual knowledge occurs after the Tax Authority’s statutory forfeiture period has expired, such late knowledge does not cure the defect on substantive grounds; nonetheless, the taxpayer must formally raise this time-bar defense by filing a timely appeal within the 60-day window.
Transfer pricing and reduction of brand royalties: Group rationale vs. arm’s length principle
The Supreme Court (Rul. No. 23024/2026) held that a parent company’s reduction of trademark royalties charged to foreign subsidiaries from 2% to 0.5% was unlawful, classifying the commercial justifications advanced (such as industry-wide overcapacity) as purely internal group logic devoid of arm’s length value.
This approach appears controversial and misaligned with international principles: OECD Transfer Pricing Guidelines and European case law (e.g., Case C-382/16) allow temporary deviations from market prices when justified by legitimate business strategies or the protection of the group’s economic interests, provided independent third parties would have adopted similar measures under comparable circumstances.
VAT treatment in settlement agreements anchored to the underlying transaction
The Committee for Standards of Conduct (Commissione norme di comportamento, Standard No. 239) clarified that, for VAT purposes, a settlement agreement serves merely as evidentiary material, whereas the existence of a reciprocal supply of utility and economic consideration is decisive. Consequently, the VAT framework operates completely independently from the civil law classification of the settlement (whether declaratory or novatory).
As a result, the VAT treatment of settlements that do not introduce new underlying transactions remains tied to the original transaction, while the waiver of litigation does not constitute a taxable supply of services under Article 3 of Presidential Decree 633/1972. VAT applies only where the settlement generates a new, autonomous synallagmatic relationship (e.g., additional supplies of goods or services) or where compensation effectively remunerates an economically relevant service.
New predicate offenses and impacts of Artificial Intelligence on Law 231 Models
Legislative Decree 160/2026 introduces Article 437-bis to the Italian Criminal Code and incorporates AI-related offenses involving high-risk artificial intelligence and the dissemination of altered content (Art. 612-quater Criminal Code) into Legislative Decree 231/2001 (Art. 25-vicies). Corporate liability is anchored to the failure to adopt the safety measures and human oversight required by the EU AI Act (Reg. UE 2024/1689) when such failure creates a danger to public or individual safety.
Consequently, corporate administrative liability requires an organizational defect coupled with a corporate interest or benefit (e.g., disabling safeguards to accelerate production cycles). “231 Models” must therefore be promptly updated by mapping all AI systems in use, prohibiting unauthorized generative tools (shadow AI), and regulating human oversight through mandatory tracking and formal reasoning for any manual overrides.
New rules and restrictions on non-compete obligations for directors
Legislative Decree 47/2026 has tightened the provisions of Article 2390 of the Italian Civil Code: to engage in competitive activities, directors can no longer rely on generic shareholder authorizations or broad statutory clauses. Instead, a specific, ad personam resolution detailing the permitted activity is required. Authorizations granted prior to the reform remain valid only for competitive activities already effectively commenced by April 29, 2026.
Consequently, the non-compete prohibition now explicitly extends to assuming roles as executives with strategic responsibilities in competing entities. Furthermore, the reform introduced Article 2396-bis of the Civil Code for General Managers—where any derogation falls under the authority of the body competent for their appointment—while for S.r.l.s (limited liability companies), non-compete enforcement remains governed by conflict-of-interest rules on individual transactions (Art. 2475-ter Civil Code).
Advisability of deadlock clauses for the Board of Directors
The Court of Ancona (Decree of April 16, 2025) ruled that a decision-making deadlock within the Board of Directors regarding the approval of a draft financial statement does not directly trigger corporate dissolution under Article 2484 c. 1 n. 3 c.c. of the Civil Code, which strictly applies to the operational paralysis of the Shareholders’ Meeting. The decision highlights an ongoing debate between commentators who view Board deadlocks as resolvable by shareholders through director removal and those who argue it can lead to company dissolution.
Consequently, as emphasized by the Italian National Council of Notaries (Study No. 126-2025/I), recognizing a deadlocked Board as a potential cause for dissolution makes it highly advisable to incorporate explicit deadlock mechanisms in company bylaws for management bodies as well. This safeguard is particularly essential in companies with 50/50 joint ownership where the shareholders also serve as or directly appoint equal representation on the Board of Directors.