Concerning the Italian tax consequences of a transmission universelle du patrimoine

Di Paolo Valacca, Mara Bisi, Michela Filippini -
This article examines the Italian tax consequences of the transmission universelle du patrimoine (TUP), a French mechanism whereby a wholly owned subsidiary is dissolved without liquidation and its entire assets and liabilities are transferred to the sole shareholder by universal succession. In Ruling response No. 81/2024 the Italian Revenue Agency ruled out that TUP may qualify as merger for registration tax purposes merely because of the formal label of the transaction.  The analysis addresses how such foreign reorganisations should be qualified for Italian income tax purposes when they involve Italian-source assets and argues that the decisive criterion should be legal comparability base. . .