Prepared by Daniele Di Michele, Monica Paladino, Mario Joseph Feminò, Vittoria Zaganelli, Fabio Beolchi
Effective from January 1, 2025, significant news have been introduced in the Italian tax scenario regarding indirect taxation, in particular with regard to registration, mortgage, and cadastral taxes, as well as stamp duty and other minor taxes.
The changes have been introduced through legislative decrees no. 139 of September 18, 2024, and no. 87 of June 14, 2024 (“Decrees”) and have been recently detailed by the Revenue Agency with Circular no. 2/E of March 14, 2025 (“Circular”).
Below are some of the new provisions introduced by the Decrees that are of particular importance for real estate transfers, also in light of the clarifications provided by the Revenue Agency with the aforementioned Circular.
Unification of the tax rates applicable to amounts paid upon execution of preliminary contracts (deposits and advanced payments)
One of the main changes concerns the taxation, for registration tax purposes , of the amounts paid under preliminary contracts (specifically, the amounts paid as a confirmatory deposit and/or advance payment), following the amendment of the note to art. 10 of the Tariff, Part I, attached to Presidential Decree no. 131 of April 26, 1986, (“TUR”), which previously provided for a differentiated tax treatment.
In particular:
- for preliminary contracts involving services subject to proportional registration tax (whether they are outside the scope of VAT or VAT exempt) it is now provided that a single rate of 0.5% will apply to all amounts paid at the time of signing the preliminary contract, with no further differentiation of rates between advanced payments (previously subject to a 3% rate) and confirmatory deposits (already subject to the 0.50% rate);
- furthermore, it is now expressly provided that, if the registration tax due for the final contract is less than the tax applicable to the preliminary one, the tax due for the amounts paid at the signing of this latter contract cannot exceed the lower amount due for the final contract.
Transfer of building rights
Starting from January 1, 2025, contracts transferring building rights (e.g., development rights) by private individuals, and in any case outside the scope of VAT, are subject to a proportional registration tax at the rate of 3%, pursuant to the amended art. 9 of the Tariff, Part I, attached to the TUR (previously, in absence of a specific provision, the Revenue Agency considered applicable the general 9% rate).
Conversely, the transfer of building rights for consideration by VAT taxable persons falls within the scope of VAT and is subject to a fixed registration tax (Euro 200) by virtue of the so-called VAT – registration tax alternation.
Registration tax rates applicable to the transfer of businesses/branches of businesses
The Decrees have amended art. 23, paragraph 4, of the TUR, which establishes, among others, the registration tax rates applicable to single assets included in the business going concern or branch a business going concern to be transferred.
In particular, it is now more clearly regulated that in case of transfer of business going concern or branch of a business going concern the same rates ruled for the transfer of the single assets included in the business going concern or part of the business going concern are applicable, provided that the valuation details indicated in the transfer deed or in the related attachments allow for the allocation of part of the consideration to the various assets. This principle is also applicable in cases where the transferred business going concern, or its part, includes credits, whose transfers are subject to the registration tax at the rate of 0.5%, lower than the “residual” rate of 3% ordinarily applicable.
This regulatory amendment aims to more clearly establish the principle of registration tax discipline according to which the rate applicable to business going concern transfers is not uniform, given the diversity of assets that are included in the same. This clarification has been required since, prior to the amendment under discussion, the application of differentiated rates to transfer of business going concerns was often, and especially, based on interpretative elements.
Furthermore, regarding the valuation of the liabilities of the transferred assets, it is now clearly established that, for the application of differentiated rates, the allocation of liabilities to the various movable and immovable assets must occur in proportion to their respective value, regardless of the extent of the connection of said liabilities with the individual elements of the transferred business assets.
Online access to the Mortgage and Land Registry Databases
The news of the Decrees also include the expansion of online access to the Mortgage and Land Registry Databases by eliminating additional charges and increases in taxes on digital services. This measure aims to encourage the use of online channels, making access to cadastral information easier and free.
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The other news introduced by the Decrees were commented on by the Revenue Agency in the aforementioned Circular.
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