Artificial intelligence and 231 liability: Law 132/2025 opens a new era
With the entry into force of Law No. 132/2025 (“Provisions and delegations to the Government on artificial intelligence”), the national legislator takes a decisive step towards integrating the European framework outlined by the AI Act (EU Regulation 2024/1689).
Among the main new measures:
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the introduction of new Article 612-quater of the Criminal Code, which punishes the dissemination of deepfakes without consent with imprisonment from 1 to 5 years;
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a general aggravating circumstance (Art. 61 no. 11-decies of the Criminal Code) for crimes committed “through the use of AI systems,” now also relevant for the purposes of 231 liability;
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special aggravating circumstances for the offences of market manipulation (Art. 2637 of the Civil Code) and market abuse (Art. 185 of the Consolidated Finance Act) when committed through AI.
Impacts on the 231 Model
Since the general aggravating circumstance is potentially applicable to any underlying offence, entities will need to reassess crime-risk profiles within their Organisational Models, updating protocols, procedures, and training activities to include new risks connected to the use of AI. The delegation to the Government, to be exercised within 12 months, also provides for the introduction of specific offences related to AI, including negligent ones, linked to the failure to adopt adequate safety safeguards in high-risk systems. AI thus formally enters corporate governance and organisational structures under Art. 2086 of the Civil Code, marking the beginning of a new phase of compliance and sustainable competitiveness.
Corporate demerger and tax liabilities: the Supreme Court reaffirms the unlimited liability of the beneficiary
With Order No. 26784/2025, the Supreme Court returns to the issue of tax liability in demerger operations, reaffirming the legitimacy of the Italian Revenue Agency’s claim against the beneficiary company for the tax debts of the demerged entity.
The civil rule and the tax exception
Under Art. 2506-quater, paragraph 3, of the Civil Code, each company is jointly liable “within the limits of the actual value of the net assets assigned to or remaining with it.” However, in the tax field, Art. 173, paragraph 13, of the TUIR introduced a different principle long ago: the joint and unlimited liability of beneficiaries for taxes, penalties and interest. This approach was confirmed by the Constitutional Court (Judgment No. 90/2018), which justified the deviation from civil rules due to the public nature of the tax credit and the principle of ability to pay under Art. 53 of the Constitution.
The Supreme Court also held that the payment notice alone is sufficient to make the tax claim known, even if not accompanied by the assessment notice served on the demerged company. The beneficiary, in fact, is required to know the debt situation of the entity from which the transferred assets originate, and may in any case defend itself in litigation. In summary, the Supreme Court confirms a now-consolidated principle: the beneficiary of a demerger is fully liable for the tax debts of the demerged entity, even if arising or assessed before its incorporation, and cannot object to the lack of notification of the original assessment notice.
Donation of corporate interests: clarification from the Italian Revenue Agency
In Ruling No. 271/2025, the Italian Revenue Agency clarifies that the donation of bare ownership of company shares is not subject to gift tax when it results in the transfer of legal control to the donees.
The case
A parent donated to their children, jointly, 95% of the capital of an industrial holding company, reserving usufruct and maintaining certain special statutory rights (convening meetings, veto rights, rights to dividends).
The principle affirmed
The Agency refers to Art. 3, paragraph 4-ter, of Legislative Decree 346/1990, which provides for exemption when the donation of shares or quotas results in the beneficiary acquiring and maintaining control of the company for at least five years, to be declared in the deed. It is sufficient that the donees acquire the majority of the voting rights exercisable at ordinary shareholders’ meetings, meaning more than 50% + 1 of the voting capital.
Reference to the Supreme Court
The ruling cites Supreme Court decision No. 10726/2017, according to which legal control (Art. 2359, para. 1, no. 1 of the Civil Code) is presumed absolutely when a subject holds the majority of votes, even if the articles of association require higher quorums for resolutions. This clarification is also relevant for donations of shares in holding companies, as it confirms that neither the nature of the company nor the presence of special rights held by the donor affect the applicability of the gift-tax exemption, provided legal control is transferred.
Revaluation and transfer of shares: no abuse of law
With Judgment No. 139/2/2025, the Tax Court of Grosseto excluded the existence of abuse of law in a transaction involving the transfer of revalued shares by an individual shareholder to their wholly owned holding company.
The case
The taxpayer revalued their interest in company Beta under Decree-Law 282/2022, and subsequently sold it to company Alfa (holding company) at the revalued value, resulting in zero capital gain. The Revenue Agency recharacterised the operation as an abusive “leverage cash back,” claiming it disguised the receipt of dividends.
The Court’s decision
Referring to the Ministry of Economy and Finance guidance of 27 February 2025 on Art. 10-bis of Decree-Law 282/2022, the Grosseto court upheld the taxpayer’s appeal and held that no abuse of law occurred. The Court recognised valid non-tax reasons related to corporate governance restructuring and avoiding deadlock situations in the participated company. These factors, along with the fact that the tax saving was not undue, exclude the existence of abuse. The decision sets an important precedent: revaluation followed by intra-group transfer may be fully legitimate when supported by real economic purposes and when it does not result in an unreasonable tax advantage.
Tax liability of the purchaser of a business branch
With Judgment No. 203/1/2025, the Tax Court of Reggio Emilia ruled that, in the case of a transfer of a business branch without issuance of a certificate of outstanding tax liabilities, it is up to the purchaser to prove that the seller’s debts are not attributable to the transferred business.
The case
The purchasing company paid amounts requested by a payment notice issued for joint liability, then sought reimbursement. The Court declared the appeal inadmissible, noting that failure to challenge the payment notice makes the tax claim final and precludes any subsequent restitution action.
On the merits, the Court recalled that under Art. 14 of Legislative Decree 472/1997 and Art. 2560 of the Civil Code, the purchaser is liable for tax debts relating to the previous three years, even if not yet assessed or final at the time of transfer. The burden of proof regarding the connection between the debts and the transferred business branch lies entirely with the purchaser.
Donations and family agreements: how to mitigate the dispossession effect
In the context of asset planning and generational transfer, the donation of assets or shares to heirs is often used to anticipate succession and benefit from the current tax regime, amid fears of a future tightening of inheritance and gift taxes. However, donation results in dispossession of the donor, who loses control over the assets and also faces the risk of pre-decease of the donee or management of the assets contrary to their wishes.
Protective clauses for the donor
The Civil Code provides tools to mitigate such risks:
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Art. 790 allows the donor to reserve the right to dispose of part, or according to recent doctrine, even all of the donated asset;
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Art. 791 provides for reversion of donated assets in the event the donee predeceases the donor (also extendable to their descendants);
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Art. 768-septies, concerning family agreements, allows the possibility of withdrawal, if provided in the contract, with consequent dissolution or amendment of the agreement.
Tax implications
Withdrawal from a family agreement that results in the return of the asset or shares to the donor constitutes a new gratuitous transfer, subject to gift tax under Legislative Decree 346/1990. In such cases, rates and exemptions are determined based on the relationship between the donor and the original beneficiary. Through reserves, reversion clauses, or withdrawal mechanisms, it is possible to reduce the irreversible effects of donation, ensuring greater flexibility and security for the donor in managing generational wealth transfer.