Tax neutrality for professional companies: what changes with the Legislative Decree of 30 April


Emma Potter

The fiscal neutrality provided for by the enabling law

In detail, theart. 5, paragraph 1, letter f), n. 2.4 from the law no. 111/2023 establishes the fiscal neutrality for the aggregation and reorganization operations of professional firms.

This principle ensures that the transformation of a professional association into STPor the contributions of goods and credits of professionals to an STP, are not subject to taxation.

With the Legislative Decree 30 April 2024 fiscal neutrality is introduced, this approach removes a major fiscal obstacle, significantly facilitating cooperation between professionals.

New rules in the TUIR

The approved implementing decree introduces theart. 177-bis, paragraph 1, in the TUIRspecifying that i contributions of tangible and intangible assetsincluding customers and any other intangible element, as well as liabilities, they do not constitute the realization of capital gains or losses.

Therefore, the tax neutrality regime for operations is confirmed aggregation And reorganization of professional studiesincluding the transition from professional associations to societies between professionals.

When tax neutrality applies

The principle of fiscal neutrality also applies to:

  • extraordinary operations concerning contributions, transformations, mergers and splits relating to companies between professionals;
  • contributions to associations without legal personality established between natural persons for the joint exercise of arts and professions or in simple companies;
  • contributions of participatory positions in professional associations or simple companies in other associations or companies established for the joint exercise of arts and professions or in companies between professionals.