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Reduced taxation rate for the purchase of real estate property in Italy by Companies

As a result of the introduction of EU Council Directive 2008/7/EC of 12 February 2008 (which has repealed Directive 69/355/EEC), a European pathway has been launched, aimed at harmonising indirect taxation in order to abolish double taxation.

Indeed, this directive specifically establishes that, in the context of contributions to companies, for the purposes of identifying the country entitled to impose the taxation, the criterion to be applied is that of the country where the centre of effective management of the company is located.

The abovementioned directive clarifies that the contribution to a company may consist, among other things, in the increase of the share capital or corporate assets by contribution of assets of any kind.

In the context of Italian tax legislation, precisely the latter type of contribution deserves particular attention, especially by those companies which have their registered office in a Member State other than Italy.

In Italy, the registration tax is an indirect tax due for the filing of certain legal documents with the Italian Revenue Agency; among the documents that must be filed there are also those deeds which, albeit entered into abroad, involve the transfer of ownership or the establishment/transfer of other beneficial and pledge rights, on immovable property or companies existing in Italy.

This provision does not conflict with Directive 2008/7/EC referred to above, since the registration tax is not so much due for the transfer sic et simpliciter, but for the transcription of the transfer of the immovable property on a specific register.

In accordance with the TUR (Consolidated Law on registration tax, law no. 131 of 26 April 1986), in the case of transfers of immovable assets originating from a "private individual", a rate of 9% on the value of the asset to be transferred (for contributions to companies having their registered office in Italy) would apply.

However, with Circular no. 2/E of 21 February 2014, the Revenue Agency stated that "the provision of Note IV under Article 4 of the Tariff Schedule, Part 1, attached to the TUR - according to which a fixed registration tax (of EUR 200) applies for deeds of transfer of immovable property in favour of companies with registered or administrative office in another Member State of the European Union - is confirmed". This is basically a fixed €200.00 tax for registering deeds of transfer of assets in favour of companies that have a registered office in the EU in a Member State other than Italy.

It should be pointed out also that the same fixed tax of €200 will apply not only in the case of transfer of immovable property by private individuals in favour of companies with registered office abroad, but also in the case of contribution of buildings by a company. The only difference is in terms of the mortgage and cadastral registration fees; as a matter of fact: in the case of contribution by a private individual, the mortgage and cadastral registration fees will be 2% and 1% respectively, while in the case of transfer of a building by a company the mortgage and cadastral registration fee will be 3% and 1% respectively.

On several occasions, the Court of Cassation stated that the circulars of the Revenue Agency in Italy serve to interpret and apply the provisions of the law with the aim of proposing clarifications and identifying common and uniform guidelines.

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 Giovanni Babino

Giovanni Babino

Business Development Partner, Babino, Falcone & Falcone Avvocati Associati
T: +39 02 6698 1438

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