Article 9, paragraph 1, letter b), numbers 1) and 2) of the Enabling Act for Tax Reform has provided for a substantial change to the regulation of shell companies, in order to bring the rule back to its original purpose: to contrast companies that merely hold company assets and not an effective business activity. In implementing the regulation, it is to be hoped that the delegated decrees will take into account the innovative ruling No. 3361/2022 of the Tax Court of First Instance of Milan, regarding the exclusion of Special Purpose Vehicles (SPVs) among companies whose activity consists only in holding participations (i.e. static holding companies), considering, on the contrary, that the commerciality requirement is fully satisfied.
The result of this is that these investment vehicles should no longer be affected by the penalties provided for by the rule and, at the same time, should be able to benefit from the full deductibility of the VAT paid on transaction costs (notary fees, consultancy, due diligence, etc.) incurred in Merger Leveraged Buy-Out (MLBO) transactions.