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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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Along with Studio Tributario Deiure, the Med'Or Foundation took part in the Italy-Saudi Arabia Business Forum. We extend a special thanks to the Foundation and Dr. Massimo Khairallah for their ongoing dedication and support for our firm.
Our firm had the honor of participating in the Italy-Saudi Arabia Business Forum, an event organized by the Ministry of Foreign Affairs and International Cooperation as well as the Italian Trade Agency, which took place in Riyadh on 25 and 26 November.
The international journey of Studio Tributario Deiure continues to draw new paths for dialogue and collaboration.
November marked an important opportunity for Studio Tributario Deiure to strengthen its international relations in the United Arab Emirates through a series of institutional meetings, including visits to Dubai’s major Free Zones.
Studio Tributario Deiure assisted B&B Trends Group in the acquisition of a business unit from Poly Pool S.p.A., a Bergamo-based company operating in the electrical materials sector.
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.

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