Parent-Subsidiary Directive: Taxation and burden of proof of abuse
With order no. 17347 of 3 June 2026, the Court of Cassation reiterated two relevant principles on the subject of the reimbursement of withholding taxes on dividends paid by an Italian company to an EU parent company (Article 27-bis, Presidential Decree 600/73). Firstly, the requirement of taxation of the foreign company must be understood as a potential subject to the taxation power of the State of residence, since it is sufficient that the dividend contributes to the formation of the total income, regardless of the actual disbursement. Secondly, the disallowance of the benefits of the Directive cannot be based on abstract presumptions or merely formal indicia (shareholder structure, shareholders’ agreements, governance coincidences): the burden of proving the constituent elements of the avoidance conduct rests on the Administration, by means of substantial tests on the effectiveness of the economic activity and the real availability of dividends. The management of shareholdings typical of a pure holding company integrates, in itself, real economic activity.
Contribution to a limited liability company: the non-sworn appraisal does not determine the nullity of the transaction
With judgment no. 22089 of 27 June 2026, the Supreme Court ruled that failure to swear an oath of the valuation report required for contributions in kind to limited liability companies does not entail the nullity of either the contribution or the minutes of the extraordinary shareholders’ meeting that implement it. The Court, starting from art. 2465 of the Italian Civil Code, does not call into question the function of guarantee of the expert report — connected to the effectiveness of the capital and the protection of creditors — but excludes that the absence of the oath results in an automatic nullity, not provided for verbatim by the law. The valuation report is in fact one of the prerequisite acts and the instruments of control of the transaction, not among the constituent elements of the transaction pursuant to art. 1418 of the Italian Civil Code; similarly, the report documents the company’s decision without incorporating the expert report to the point of transforming its defects into disabling defects. However, the irregularity is not without consequences: it may be relevant in terms of the liability of the contributor, if the value attributed is not real, as well as of the auditor and the directors.
Distribution of profits to the management and coordination holding company: it is not disbursed to shareholders
The “transfer” of profits from the investee company that produced them to the holding company that exercises management and coordination does not constitute a distribution to the shareholders for division purposes (or to the sole shareholder for disbursement purposes). The parent holding company, in fact, itself carries out — albeit indirectly — the economic activity carried out by the direct and coordinated companies: the profits transferred in its favor cannot be said to have been “withdrawn” with respect to the subjective perimeter that generated them, and their subsequent withholding is equivalent to that operated by the investee itself. On the other hand, the hypothesis of distribution in favour of a “static” holding company, which constitutes to all intents and purposes a distribution decision to shareholders, is different: in this case, the choice not to send the profits to the final recipients — the natural persons — could constitute, if devoid of valid non-tax economic reasons, abusive conduct pursuant to Article 10-bis of Law 212/2000, aimed at the indefinite deferral of the IRPEF levy on dividends.
Deductible sponsorships in the presence of a potential benefit: the inherence must be evaluated in a qualitative sense
With order no. 21632 of 24 June 2026, the Supreme Court reiterated that the inherence of sponsorship costs must be understood in a qualitative sense — as a potential and indirect benefit for the business activity — and not in a quantitative sense, i.e. as a utility, concrete advantage or future increase in revenues. The costs are therefore deductible as advertising expenses where they are inherent to the activity, even indirectly, potentially or in future projection. The Court also recalled the absolute legal presumption of an advertising nature for sponsorships in favor of amateur sports associations pursuant to Article 90, paragraph 8, of Law 289/2002, subject to the occurrence of the relevant requirements. It follows that the Administration cannot reclassify the expense as a representation cost pursuant to Article 108, paragraph 2, of the Consolidated Income Tax Act, limiting itself to contesting its excessive burdensomeness: the mere complaint on the amount or adequacy of the disbursement with respect to the commercial return is not suitable to exclude the inherence of the total costs incurred by way of sponsorship.
Car in mixed use by the professional’s employee: the case law on the merits extends the numerical limit of a single vehicle
With judgment no. 548/25/2026, the second-instance C.G.T. of Lombardy held that the numerical limit of only one vehicle per professional pursuant to Article 164, paragraph 1, letter b) of the Consolidated Income Tax Act was also applicable to the car granted for mixed use to the employee, with a view to alternativeness — and not cumulation — with the car intended for the activity. The decision, however, appears to be conditioned by the peculiarity of the concrete case, in which the employee had been assigned a large car and the professional a modest small car. On a literal level, the conclusion is not convincing: letter b-bis), which allows the deductibility at 70% for vehicles given for mixed use to employees, does not provide for any numerical or value limit. It follows that the professional should be able to deduct the costs of his own car and the one assigned to the employee at the same time, without prejudice to the effectiveness of the assignment.
Enhanced derivation extended to micro enterprises in abbreviated financial statements: Assonime indications
With circular no. 17 of 24 June 2026, Assonime analyzes the amendment of art. 83, paragraph 1, of the Consolidated Income Tax Act operated by Legislative Decree 192/2025, which extends the principle of enhanced derivation to micro-enterprises pursuant to Article 2435-ter of the Italian Civil Code, which prepare the financial statements not only in ordinary form — as already provided for by Legislative Decree 73/2022 — but also in abbreviated form. The provision, applicable from the 2025 tax period for solar entities, is recognized as having an innovative scope. It follows that the transitional regime of fiscal neutrality and the related realignment of divergences pursuant to Article 10 of Legislative Decree 192/2024 are applied, both for micro-enterprises that adopt the abbreviated financial statements from 2025 and for those that transition from simple derivation to the constancy of the accounting structure. Finally, Assonime hopes that the past conduct of micro-enterprises that, in abbreviated form before 2025, had already applied the enhanced derivation in a context of regulatory uncertainty will not be sanctioned.
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