Italian Tax Agency Ruling No. 50/2025: Tax Relevance of Shareholders’ Agreements on the Allocation of the Consideration for the Transfer of Shareholdings

With Ruling No. 50/2025, the Italian Tax Agency addressed a case concerning the transfer of corporate shareholdings accompanied by internal agreements between shareholders regulating the allocation of the consideration in a manner not proportional to the shares transferred.

The applicants (Mr. Tizio and Mr. Caio) jointly held 100% of the share capital of Gamma S.r.l., respectively owning 51% and 49%. In March 2022, they transferred a total of 51% of the company’s share capital to a third-party entity for a total consideration of €16,000,000, allocated non-proportionally: Tizio received €10,400,000 for a 26.5% stake, while Caio received €5,600,000 for a 24.5% stake.

At the same time, the parties entered into a contractual agreement regulating the future transfer of the remaining 49% of the shareholdings, providing for the allocation of the proceeds based on each party’s contribution to the enhancement of the company’s value, measured against future economic and financial performance indicators.

Since the purchasing company expressed the intention to pay the price equally in proportion to the shares held (24.5% each), the applicants declared their intention to privately adjust the division of proceeds between themselves, even after the receipt of payment.

Question Submitted

The applicants asked whether, for the purposes of determining the capital gain, the actual amount received by each shareholder pursuant to the internal agreements could be considered, instead of the amount formally declared in the deed of transfer.

Alternatively, if this interpretation was not accepted, the applicants proposed that the transfers between shareholders could be qualified either as donations or as transactions not relevant for tax purposes.

Clarifications Provided by the Italian Tax Agency

The Tax Agency provided the following clarifications:

• For the purposes of determining the capital gain, the relevant consideration is the one indicated in the deed of transfer, regardless of any internal agreements between shareholders;

• Any additional sums received by one of the shareholders based on internal agreements cannot be included in the calculation of the consideration for the transfer of shareholdings and do not affect the capital gain;

• These sums cannot be qualified as donations under Article 769 of the Italian Civil Code, as they lack the animus donandi (intention to donate), and instead arise from contractual arrangements based on objective contribution criteria;

• Such sums constitute miscellaneous income under Article 67, paragraph 1, letter l) of the Italian Consolidated Income Tax Act (TUIR), as income derived from obligations to perform or refrain from certain acts, and are therefore subject to taxation.

Conclusion

This ruling reaffirms an already established principle in practice: in the case of a transfer of shareholdings, the consideration relevant for determining the capital gain is exclusively the amount formally declared in the deed of transfer, and internal agreements between transferors do not affect the tax treatment of the capital gain.

Economic adjustments between shareholders, although contractually valid, do not alter the taxable base for the transfer and may give rise to separate tax obligations for the recipient, as they are classified as miscellaneous income.