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Lease for non-residential use: when the translation of the tax burdens relating to the property is not null and void
The contractual clause which places on the lessee the burden of paying all the taxes, duties and charges relating to the leased asset is legitimate if the payment is a supplement to the total rent owed to the lessor. This is the opinion expressed by the Joined Chambers of the Italian Court of Cassation, in […]
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Single member private limited liability company and personal responsibility for company’s liabilities
Compared to partnerships, limited liability companies are autonomous legal entities, totally distinct from the shareholders. It implies that their financial resources are totally separated from the one of their shareholders. Therefore, the shareholders are not liable with their assets for the debts of the company, as well as to the personal debts of other shareholders. […]
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The new RLI Model for the option to the “cedolare secca” on the commercial lease
With the decision n. 64442 of March 19 th 2019 the Italian Tax Authority has integrated the model RLI, the relative instructions and the technical requirements for the tele-transmission, giving the possibility to practice the option for the regime of “cedolare secca” also for the contracts that concerns the building units to the cadastral category […]
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Criminal liability of board of statutory auditors in case of violation of their legal control duty
The Supreme Court with sentence n. 12186/2019 affirmed that in the event of significant violations by directors, the acquiescence of the board of auditors is considered a contributory negligence in crime of fraudulent bankruptcy of directors. As a matter of fact, the extent of auditors’ control provided by art. 2403 of the civil code cannot […]
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News in trademarks regulation
Starting from March 23th, 2019 comes into force the Legislative Decree that makes several important changes and additions to the Code of industrial property, in implementation of the Harmonization Directive (EU) 2015/2436. In particular, with regards to the trademark filing procedure, the requirement of graphic representation is now abolished, which makes possible registration of non-traditional […]
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VAT number to be closed only after cashing the last invoice
Article 35-bis of the D.P.R. n. 633/1972 provides for the obligation for the heirs to proceed with the closure of the VAT number of the deceased within six months of his death. However, in the presence of invoices to be collected or services not yet invoiced by the tax payer, an exception to the aforementioned […]
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Tax credit for the requalification of hotel facilities
From 10 am on 3 April 2019 until 4 pm on 4 April 2019 it will be possible to apply for the recognition of the tax credit for the redevelopment of hotel facilities with reference to the expenses incurred in 2018. The application must be submitted in electronic form through the Procedures Portal at this […]
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Effect of the corporate transformation on the calculation of the holding period
The article 87 of the Italian Consolidated Tax Code, hereinafter also ICTC, provides the so called “Participation Exemption” which consists in the exemption from Income Tax, for 95% of their amount, of capital gains realized through the sale of corporate shares. The rule is applicable if the following requirements are met: uninterrupted possession of the […]
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Court of Cassation: the blurred border between the sale of a building to be demolished and the sale of a building plot
In the case in question, the tax payer sold an old building to a real estate company, receiving in exchange two apartments to be built in place of the abovementioned building. The agreement provided for a complex of apartments with relative appurtenances should be built in the land on which the building was located, and […]
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Payment of the annual fee for the corporate books
Obligated subjects The payment of the fee must be made by the limited company (spa, srl and sapa) including consortium companies. The obligated parties also include companies in ordinary liquidation and companies under insolvency procedures (with the exclusion of bankrupt companies), as long as they keep the obligation to authenticate the corporate books as mentioned […]
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The consequences of Hard Brexit regarding commercial trade within EU
As you may already know the United Kingdom notified the European Council of its intention to leave the European Union on March 29 of 2017, in accordance with Art. 50 of the Treaty on European Union. This decision, unless otherwise specified, will take effect from next March 30, 2019. The Customs Agency on February 26 […]
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Registrations on the Company Register, the information function prevails over the principle of typicality
With a recent decision (n. 3419/2018 – RG n. 10247/2018), the Court Section of Milan specialized in Business Matters adopted a permissive direction regarding company deeds that can be entered into the Company Register. The above-mentioned decision supersedes a previous decision adopted by the Judge of the Register of Companies of Milan, arguing in favor […]
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EU Copyright Reform
In May 2015 European Union has adopted the so called Digital Single Market Strategy that consists in initiatives with the scopes of creating an internal market for digital content and service and of making this market easily accessible to consumers and to business companies. Amongst such initiatives, there is the proposal of Directive on Copyright in […]
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Long Term Engagement: here goes the Italian Act of Implementation of EU Shareholder Rights Directive
On February the 7th, the Italian Council of Ministers approved the draft (which can be downloaded here on Andersen Web-page as OCR PDF), of an Act implementing in Italy the EU Directive n. 2017/828 (“Shareholder Rights Directive”), following the previously outlined draft by the Italian Ministry of Economy and Finance. The declared purpose is fostering […]
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Model 231: Published the document prepared by CNDCEC, CNF, ABI and Confindustria
As it is well known, Legislative Decree 231/2001 has introduced into Italian law a regime of liability for legal persons for committing of crimes in their interest or to their advantage by the top managers, or employees, with significant consequences also on the same legal person, potentially subject to pecuniary administrative sanctions that are also […]
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The Supreme Court clarifies evidence of oral dismissal
With the most recent sentence no. 3822 published on the 8th February 2019, the Supreme Court – Labour Section – ruled on the distribution of the burden of proof in relation to oral dismissal, accepting the complaint of the employer – as a plaintiff – ruling that “the worker who challenges the dismissal by attaching […]
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IRAP: Stop doubling of terms
In the presence of tax offense the doubling of terms is not applicable for the IRAP : this is one of the position taken by the Italian Revenue Agency. With reference to the tax assessments activities related to IRAP reference is made to article 43 DPR 600/1973. Until the fiscal year 2015 this rule stated […]
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Internal audit and constitutional amendments with new Code of the Economic Crisis and Insolvency
The new Code of the Economic Crisis and Insolvency, sets up some amendments on article no. 2477 of Civil Code, modifying the part relating to the limits for adopting internal control or auditors and for the termination of their functions with respect to limited liability corporations (the Italian “SRL”) and cooperative entities. The new article […]
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Leverage buy-out: tax avoidance and interests paid deduction
The Supreme Tax Court with the decision No. 868/2019 ruled that the LBO transactions cannot constitute a tax avoidance when they have an economic substance other than tax benefits. In the case in point, the activity of leveraged buy-out was about the acquisition of 50% of the capital share of a trade company by two […]
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Notification of legal claim to a foreign defendant
In the recent ruling of January 31, 2019, n. 2966 the Supreme Court clarifies that the notification of acts of a procedural impulse, carried out against a foreign citizen, must follow the procedures set out in art. 142 of the Italian Civil Procedure Code, if the foreign origin of the addressee is evident from the documentation […]
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