Gift tax exemption on partnership interests and bare ownership

During the videoconference held on 24 September 2026, the Italian Revenue Agency (Agenzia delle Entrate) provided clarification on the conditions for benefiting from the inheritance and gift tax exemption under Article 3(4-ter) of Legislative Decree No. 346/1990. In particular, the Agency addressed the gift of bare ownership of interests in partnerships to descendants. This clarification is especially significant because it distinguishes between merely retaining an interest for the period required by law and ensuring that the beneficiary is effectively able to take over the management of the business.

The tax relief provisions distinguish between transfers of shares in companies limited by shares and transfers of interests in partnerships. In the former case, the exemption is conditional upon acquiring corporate control or, following the amendments introduced by Legislative Decree No. 139/2024, increasing an existing controlling interest. For partnerships, however, no minimum ownership threshold is prescribed: the exemption may also apply to minority interests, as previously clarified by the Italian Revenue Agency in Circular No. 3/2008. Nevertheless, the conditions governing the retention of the exemption over the five years following the transfer must still be satisfied.

The issue arises where the gift concerns only the bare ownership of partnership interests, with the donor retaining a usufruct. In such circumstances, it is necessary to determine whether the beneficiary can qualify for the exemption simply by undertaking to retain ownership of that interest for at least five years, despite not immediately holding all the powers associated with managing the partnership.

A useful comparison can be drawn with the rules governing companies limited by shares, where the requirement to exercise control may make it necessary to expressly assign the majority of voting rights to the bare owner. Under Article 2352 of the Italian Civil Code, voting rights ordinarily belong to the usufructuary, unless otherwise provided.

In relation to partnerships, the issue has also been considered by the Italian Supreme Court of Cassation (Corte di Cassazione) in Order No. 7619/2026, which recognised the applicability of the exemption to gifts of partnership interests where the donor retains a usufruct. However, the Court made the exemption conditional upon the bare owner's undertaking to retain the partnership interest for five years and continue the business activity.

This obligation cannot be transferred to the usufructuary who, despite retaining certain economic and administrative rights, does not acquire the status of partner and has no authority to participate in amendments to the partnership agreement.

The clarification provided by the Italian Revenue Agency goes beyond the requirement to retain ownership for the prescribed period. Reaffirming the approach previously set out in Ruling No. 116/2026 (Risposta a interpello n. 116/2026), the Agency specifies that the exemption may only be granted where the bare owner acquires the full range of management powers necessary to take over the running of the business.

It is therefore not sufficient for the beneficiary merely to undertake to retain the partnership interest for the statutory five-year period. The beneficiary must also be in a position to exercise effective management of the partnership.

This interpretation reflects the underlying purpose of the tax relief provisions, which is to facilitate the intergenerational transfer of businesses. From this perspective, the transfer of bare ownership cannot amount to a purely economic transfer that does not enable the beneficiary to assume an effective role in running the business.

Accordingly, eligibility for the exemption requires not only compliance with the five-year retention requirement, but also that the descendant has a genuine ability to take over the management of the business, consistently with the purpose of the tax relief.

Read the full clarification issued by the Italian Revenue Agency during the videoconference of 24 September 2026

The Italian Revenue Agency's clarification is available in Italian only.

Read the full Order issued by the Italian Supreme Court of Cassation

Order No. 7619/2026 of the Italian Supreme Court of Cassation is available in Italian only.