A long-awaited clarification: with Resolution No. 7 of 12 February 2026, the Italian Revenue Agency has finally intervened on the VAT treatment of transaction costs in the context of an MLBO (merger leveraged buy-out) transaction carried out pursuant to Article 2501-bis of the Italian Civil Code.
In this context, the SPV plays a purely preliminary and preparatory role with respect to the economic activity that will be carried out after the acquisition and merger with the target.
The costs incurred by the SPV are functional to the reorganisation and subsequent management of the target’s business and, precisely because of the direct link with the future taxable transactions of the company resulting from the merger, the SPV qualifies as a VAT taxpayer, in line with EU and national case law.
