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Demerger by demerger split – similarities and differences to traditional demergers and contribution in kind

Article 51 of Legislative Decree No. 19/2023 added Article 2506.1 to the Italian Civil Code, which introduced a new version of the demerger into the Italian legal system, called demerger by demerger split, through which the demerged company assigns part of its assets to one or more newly incorporated companies (or also to existing companies, as provided for by the Milan Notary Council’s Maximum No. 209 of 7 November 2023) receiving shares or quotas of the same, continuing its business.

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Legislative Decree 84/2025 introduces significant provisions concerning the transfer of losses in extraordinary operations, setting out important changes to the limitations on tax loss carryforwards.
Studio Tributario Deiure assisted Decorluxe Group in the acquisition of 100% of Issco S.r.l., a company active in surface finishing for packaging in the perfumery, cosmetics, and wine&spirits sectors.
Following the Ministerial Decree of 15 May 2025 and subsequent implementational decree of 16 June, the MIMIT (Ministry for Business and Made in Italy) has redefined the procedures granting access to the 4.0 tax credit relating to investments made in 2025 (or by June 2026, with a 20% partial payment by 31 December 2025). The new procedure entails the submission of three separate communications via the GSE platform: (1) preliminary communication (2) communication with partial payment (within 30 days of (1)) and finally (3) communication of completion.
With its publication in the Official Journal on 17.06.2025, the decree law approved by the Council of Ministers on 12.06.2025 (no. 84/2025 – the “Decree” or “DL”) comes into effect. The Decree addresses various aspects of tax legislation, introducing amendments designed to simplify, correct, and coordinate recent changes introduced in recent months.
Studio Tributario Deiure has been accredited by Dubai Chambers, Dubai Chamber of Commerce, a key driver of economic development and international business growth in Dubai. Dubai Chambers is an institutional body that maintains an ongoing dialogue with the highest authorities of the United Arab Emirates, playing a strategic role in strengthening the global competitiveness of the Emirate.
With ruling no. 131/2025, the Italian Revenue Agency clarified that, for the purposes of Article 47-bis, paragraph 1, letter b) of the TUIR (Italian consolidated law on income tax), the test of the nominal level of taxation – used to determine whether a foreign tax regime qualifies as preferential in cases of non-controlling shareholdings – must be carried out based solely on the IRES rate (24%), without taking into account either IRAP or withholding taxes applied to dividends payable.
Studio Tributario Deiure assisted Wellness Holding, the single-family office of Nerio Alessandri, founder of Technogym, and a group of investors in the acquisition of a minority stake in Acqua Filette S.r.l., a company engaged in the production of ultra-premium mineral water in the luxury segment.
On 14 April 2025, Directive (EU) 2025/794 of the European Parliament and of the Council was published in the Official Journal of the European Union. This directive amends Directives (EU) 2022/2464 and (EU) 2024/1760 concerning corporate sustainability reporting and corporate due diligence for sustainability purposes. This measure is part of the regulatory simplification package promoted by the European Commission, aimed at reducing the administrative burdens on businesses.
Studio Tributario Deiure assisted Vergani, a historic confectionery company that has been producing panettone cakes for over 80 years, in the process of acquiring Pasticceria Scarpato, a company active since 1888 in Villa Bartolomea (VR).

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