Gift and inheritance tax exemption on gifted shareholdings

In Ruling No. 152 of 31 July 2026 (Risposta a interpello n. 152 del 31 luglio 2026), the Italian Revenue Agency (Agenzia delle Entrate) clarified that, in order to retain the inheritance and gift tax exemption provided for under Article 3(4-ter) of Legislative Decree No. 346/1990, the beneficiary must maintain legal control of the company for five years, but is not necessarily required to retain the same shares originally received by way of gift. Accordingly, contributing shares to a personal holding company does not, in itself, result in the loss of the exemption, provided that the donee continues to exercise control, including indirectly.

The case concerns a taxpayer who, having acquired various shareholdings from his parents over time, received a further gift in 2025 that enabled him to acquire control of the parent company. As a condition of the exemption, he undertook to maintain that control until June 2030. Before the expiry of this five-year period, he intended to contribute part of his shareholding to a newly incorporated holding company, applying the controlled realisation regime under Article 177(2) of the Italian Income Tax Consolidation Act (Testo Unico delle Imposte sui Redditi, or TUIR), and subsequently sell a minority stake to third parties. According to the Italian Revenue Agency, these transactions are compatible with the exemption, provided that the beneficiary retains control of the parent company through the holding company. Consequently, for the purposes of the tax relief, identifying which individual shares are contributed or sold under the First In, First Out (FIFO) or Last In, First Out (LIFO) methods is not decisive.

However, the ruling also refers to Article 16(1) of Law No. 383/2001, which provides that the disposal of securities received by way of gift within five years triggers the application of substitute tax as though the gift had not taken place. Originally introduced to prevent the fragmentation of shareholdings for the purpose of obtaining more favourable capital gains tax treatment, this provision now raises questions concerning its compatibility with the current Italian tax framework. Since 2017, capital gains arising from qualifying and non-qualifying shareholdings have generally been subject to the same 26% tax rate. Furthermore, the rules governing tax-exempt gifts of controlling shareholdings already provide for a specific clawback mechanism where control is lost within the five-year period.

Despite these concerns, Ruling No. 17 of 23 January 2026 (Risposta a interpello n. 17 del 23 gennaio 2026) had already applied Article 16, implicitly confirming its continued applicability. The provision has also been reproduced in Article 305 of the new Italian Income Tax Consolidation Act (TUIR). Several questions nevertheless remain unresolved. In particular, it is unclear what specific tax advantage the provision is now intended to prevent, or whether it may also apply to the contribution of shareholdings to a holding company, given that such transactions are treated as realisation events for income tax purposes. Ruling No. 152/2026 refers to Article 16 in connection with the subsequent sale of shares to third parties, without clarifying the tax treatment of the contribution to the holding company or resolving the issue of identifying the particular shares affected.

The ruling therefore reinforces the principle that eligibility for the inheritance and gift tax exemption depends on the continued exercise of corporate control, whether direct or indirect, rather than on the retention of the specific shares originally gifted. At the same time, the reference to Article 16 of Law No. 383/2001 highlights the need for further clarification to ensure that this longstanding provision is properly aligned with the current rules governing capital gains taxation and corporate reorganisations.

Ruling No. 152 of 31 July 2026 (Risposta a interpello n. 152 del 31 luglio 2026) is available in Italian only. The same applies to Ruling No. 17 of 23 January 2026 and the Italian legislative provisions cited in this article.

Read the full ruling issued by the Italian Revenue Agency