In the wealth of Italian entrepreneurial families, company shareholdings – shares and interests – are often the “true” asset of greatest value, far more so than property or deposits. For this very reason, when a shareholding is transferred by succession or gift, the question is not merely “what is it worth?”, but above all: what is the fiscally relevant value on which tax is to be calculated.

The matter has become even more delicate following the reform that reinforced the logic of self-assessment: in essence, the taxpayer is required to determine the tax due (on the correct tax base), with a degree of care that was previously perceived as more “mediated” by the tax authorities.

Before examining the calculation criteria, two points are worth bearing in mind:

  1. The value of the shareholdings forms part of the tax base to which rates and allowances are applied, varying according to the degree of kinship (or relationship) with the deceased/donor.
  2. Alongside the ordinary regime, there exists – where specific requirements are met – the possibility of exemption for certain transfers of shareholdings in the context of business continuity and generational transfer (Art. 3, paragraph 4-ter, TUS). If the exemption does not apply, the “ordinary” valuation rules come back into play.

The technical pivot today is represented by the criteria set out in Art. 16 of the TUS (as transposed into the new legislative framework referenced in the text): criteria which, in substance, distinguish between listed and unlisted shareholdings.

The first fork in the road: listed or unlisted shareholdings?

This distinction is not a formality. It changes the very “yardstick” used to measure fiscal value.

1) Listed shareholdings: value anchored to the market

Where the subject matter of the transfer is shares or securities traded on regulated markets, the legislature adopts a seemingly straightforward criterion: the tax base equals the average market price for the last quarter preceding:

  • the date of the deed (for a gift), or
  • the opening of the succession (for an inheritance).

This value must also incorporate ancillary elements already accrued, such as accrued interest (where relevant), since the tax looks at the overall economic substance transferred.

If, however, sufficiently precise or usable market data are unavailable, the rules allow a “fall-back” to the criteria applicable to unlisted shareholdings. In practice, this situation arises more frequently than one might expect with illiquid instruments, suspended securities, or where information is not unambiguous.

2) Unlisted shareholdings: the focus is on the “book” net asset value

For interests and shares in unlisted companies, the criterion shifts from the market to the accounts: the tax base is determined in proportion to the shareholding, by reference to the book net asset value of the company.

What is the reference document?

  • the last approved and published financial statements, or
  • the most recent inventory prepared and certified at the date of the gift or at the opening of the succession.

This approach is significant: the legislature is not asking for an estimate of “what a third-party investor would pay today”, but rather for the use of an objective and documentable criterion, anchored to an accounting figure.

Changes between the financial statements and the transfer: beware of material “jumps” in net assets

Between the date of the financial statements and the effective date of the transfer, events may occur that materially alter the picture (for example: disposals, significant losses, revaluations, litigation, new liabilities, extraordinary receipts). In such cases, material changes in net assets must be taken into account: this is a crucial step, as it prevents the taxable base from being “technically correct” but substantially unrepresentative.

A clarification from the Court of Cassation

On the question of which financial statements to use, case law has added a further element: the Court of Cassation (judgment no. 17062/2013) indicated that, in certain circumstances, financial statements approved subsequently may also be taken into consideration, provided they relate to a period preceding the relevant date for the transfer. In other words: what matters is the temporal scope of the document, not merely the date on which it is formally approved.

Where financial statements and inventory are unavailable: when an analytical valuation of the assets is required

It may occur – particularly in small businesses, “family” companies, or informal partnerships – that neither a usable set of financial statements nor a consistent inventory is available as at the relevant date.

In this scenario, the tax base is determined by reference to the overall net asset value, calculated as:

  • total assets and rights
  • less liabilities determined in accordance with the criteria set out in the legislation (with the specific exclusions referred to in the rules).

Here the logic changes: the calculation can no longer rely on a “closed” accounting document, and it becomes necessary to reconstruct the net assets using an analytical approach, akin to a “current-value” assessment of the individual components (in plain terms: a reasoned reconstruction of the value of assets and liabilities, item by item).

This is more sensitive territory, as it increases discretion and, consequently, the importance of:

  • documenting the criteria used,
  • ensuring consistency of the valuation,
  • avoiding approximations that could give rise to disputes.

The rules on unlisted shareholdings also apply to the transfer of interests in general partnerships (società semplici) and de facto partnerships (società di fatto), where – not infrequently – the “accounts” are less structured and therefore this issue becomes very tangible.

Generational transfer: when valuation rules become strategy

So much for the theory. In practice, however, successions and gifts are almost never “isolated” events: they are often part of a process of corporate reorganisation and generational transfer planning.

It is here that the determination of the tax base – apparently a technical matter – also becomes a planning lever.

The exemption (where available) is the first door to consider

Where the requirements for the exemption under Art. 3, paragraph 4-ter, TUS are met, the choice is often a natural one: the transfer can take place without tax, provided the conditions imposed by the rules are satisfied (which, by their nature, must be assessed on a case-by-case basis).

When those requirements are absent, planning comes into play.

The connection with controlled-gain contributions

In reorganisation transactions, an interaction may arise with the mechanism of controlled-gain contributions (Art. 177, paragraphs 2 and 2-bis, TUIR). The concept, in broad terms, is as follows:

  • the contribution can affect the asset structure of the company receiving the shareholding (the “conferee”),
  • and since, for unlisted shareholdings, the tax base is linked to the book net asset value, this may also be reflected in the fiscally relevant value of the interest/share subsequently transferred by gift.

This does not mean “structuring transactions to pay less tax” in any automatic sense. It means, more precisely, understanding that the various instruments interact with one another and that the tax outcome depends on the overall coherence of the transaction.

The key point: non-fiscal rationale

It must be stated clearly: a sequence of “contribution + gift” cannot rest solely on the purpose of reducing tax. It must be grounded in non-marginal non-fiscal rationale (for example: rationalising governance, separating business divisions, planning the succession, protecting strategic assets, stabilising changes of control). In other words: tax efficiency may be a parameter, but it must not be the sole reason for the structure.

In conclusion: what really changes for those transferring shareholdings

When shareholdings are transferred by succession or gift, the issue is not simply one of rates and allowances. The critical question, prior to that, is the tax base – that is, the fiscally correct value of the interests or shares transferred.

With self-assessment, this step has become even more “responsibility-laden”: method, documentation, and consistency are all required.

In summary, the three key points are:

  • Listed: value linked to the average market price for the relevant last quarter.
  • Unlisted: value proportional to the book net asset value (financial statements or inventory), with attention to material changes and judicial guidance.
  • No accounting documents available: analytical reconstruction of net assets (assets and rights less liabilities), with a greater need to record and justify the criteria adopted.

If the objective is generational transfer, understanding these rules is not merely a matter of “getting the filing right”: it is often the foundation for building a well-ordered, sustainable, and defensible transaction, in which company law, family structure, and taxation speak the same language.