holding company set-up
Holding Company Set-Up in Italy
Your Italian holding decided before the deed, then executed and filed, each step with its article.
- 95% of a qualifying gain exempt (Art. 87 TUIR, as in force in 2026)
- 95% of dividends received excluded (Art. 89(2) TUIR)
- Deed filed by the notary within 10 days (Art. 2330(1) c.c.)
Decided at the board table, before the notary's deed.
What the holding set-up includes
A holding is a function, not a legal form: a company mainly taking participations (Art. 87(5) TUIR, as in force in 2026), formed as an S.r.l. or S.p.A.; the Italian company formation process executes it.
The decision file
The eight decisions below, in order, each option with its article, for your parent's board and tax adviser.
Documents for the deed
The parent's papers, legalised or apostilled and translated; a codice fiscale (Italian tax code) per non-resident; the PEC (certified email) addresses.
Coordination with the notary
The deed, the paying-in route, and the notary's filing within 10 days through Comunicazione Unica (the single filing).
First-year calendar
Sole-member notice, first diritto annuale (annual chamber fee), beneficial-owner entries, the first balance sheet, the returns and any consolidation communication.
Dividend file for the parent
Each route to the parent, its operative withholding rate, and the parent's documents due by the payment date.
Pre-sale checklist
The 12 months, the first-balance-sheet class and the two windows of the participation exemption, checked before a sale date is fixed.
What stays with others
A notary receives the deed; a registered auditor performs any statutory audit; the company or an Art. 3(3) D.P.R. 322/1998 intermediary (as in force in 2026) transmits returns; fiduciary holding only through a MIMIT-authorised società fiduciaria. No intra-group lending.
The decisions taken before the notary's deed
Taken in this order, with you and your tax adviser; the table sets out conditions, not choices. Vehicles side by side: business structure in Italy.
| Decision | Options | Basis | What changes |
|---|---|---|---|
| 1. Capital: cash or the operating company's shares | cash; or a contribution of shares | Art. 2(1) D.Lgs. 183/2021; Art. 177 TUIR | cash opens the deed by videoconference to an S.r.l. or S.r.l.s. with seat in Italy; shares need a deed in person or by proxy. A share-for-share contribution giving control realises no taxable item if the cost carries over; a contribution without control, above the stated thresholds, into a holding owned only by the contributor runs the holding's PEX period back to the 60th month before the sale |
| 2. Vehicle | S.r.l. (EUR 10,000); reduced-capital S.r.l. (EUR 1 to below EUR 10,000, one fifth of each year's profit to a reserve); S.p.A. (EUR 50,000 and a control body); S.r.l.s. only if every member is an individual | Arts. 2463, 2463-bis, 2327 c.c.; Art. 2396-novies c.c.; MIMIT opinion of 15 February 2016 | capital, governance and the audit route. A parent company cannot be an S.r.l.s. member, and a quota passing to a company turns an S.r.l.s. into an ordinary S.r.l. |
| 3. Where the holding sits and its board meets | an Italian S.r.l. or S.p.A.; a foreign holding above the Italian company | Art. 73(3), (5-bis) TUIR | an Italian company is resident by its registered seat; a foreign holding controlled by Italian residents, or run by a board mostly resident in Italy, is presumed Italian unless it proves otherwise |
| 4. Where the subsidiaries are | EU, or EEA with information exchange; elsewhere and not privileged; a privileged regime, including nominal taxation below 50% of the Italian level | Arts. 47-bis, 87(1)(c), 89(3) TUIR | PEX condition (c); dividends 95% or 50% excluded; a return entry where the (2)(b) proof is relied on without a ruling |
| 5. What each subsidiary does | an operating business; mainly real estate not used in the business; a further holding | Art. 87(1)(d), (5) TUIR | the business test from the start of the third tax period before a sale; a mainly real-estate subsidiary fails it, with no contrary proof; a sub-holding is tested through the companies that make up most of its assets |
| 6. How the parent is paid | dividends; interest on a shareholder loan | Arts. 26, 26-quater, 27, 27-bis D.P.R. 600/1973; Art. 2478-bis c.c. | the withholding route and its operative rate (next section); only profits actually earned and shown in approved accounts may be distributed |
| 7. One Italian tax group or separate companies | domestic tax consolidation; none | Arts. 117, 119, 120 TUIR | control above 50%; three financial years, irrevocable while control lasts; the communication travels in the return filed during the tax period from which the option runs |
| 8. Passive or active holding | a pure holding of shares; a holding with revenue of its own | Art. 30 L. 724/1994 | the revenue test from the second tax period; a deemed minimum income and a 10.5-point IRES surcharge where it fails |
Your board settles every row; for an S.p.A., our S.p.A. formation service prepares the file for the notary's deed.
The tax rules a holding rests on, as in force in 2026
Each rule with its condition; whether it applies to your group is your tax adviser's check.
Foreign parent, Italian holding, Italian subsidiary: what each route up the chain bears
Italian subsidiary → Italian holding
dividends paid up to the holding
- 95%excludedof the dividends the holding receives excluded from its income (Art. 89(2) TUIR)
Italian holding → foreign parent
dividends paid up, three routes, each with its condition
- 26%as a rulefinal, the general case (Art. 3 D.L. 66/2014)
- 1.20%EU and EEAfinal, for an EU company or an EEA company on the Italian white list (Art. 27(3-ter) D.P.R. 600/1973)
- Refundon requestan EU parent with a direct stake of at least 10%, held for one year, with the foreign tax authority's certificate and its one-year declaration: a refund on request, or non-application at source on request (Art. 27-bis D.P.R. 600/1973)
Italian holding → buyer
a sale of the subsidiary
- 95%exemptof a qualifying gain exempt if the PEX conditions hold (Art. 87 TUIR)
- 12 monthsclockof ownership, condition (a)
- Condition (c)clockno privileged regime from the first period of possession; the last five periods for a long-held stake sold outside the group
- Condition (d)clocka commercial business from the start of the third tax period before the sale (Art. 87(2) TUIR)
Rates are the law as in force in 2026; TUIR articles as in force in 2026.
Selling a subsidiary: the participation exemption (PEX)
95% of a qualifying gain is exempt (Art. 87(1) TUIR); at the 24% IRES rate (Agenzia delle Entrate) the taxable 5% bears about 1.2%, by arithmetic. Conditions (a) and (b): 12 months' ownership and the fixed-asset class. More in the capital gains tax guide.
The two windows that differ
Condition (c): no privileged regime from the first period of possession (the last five, for a long-held stake sold outside the group). Condition (d): a commercial business from the start of the third tax period before the sale (Art. 87(2) TUIR).
Dividends received by the holding
95% excluded from its income (Art. 89(2) TUIR); 50%, with a foreign-tax credit, for a privileged-regime subsidiary with only the genuine-activity proof. Both 95% rules stand from 1 January 2026 (D.L. 38/2026 Art. 11).
Group taxation
The parent and each IRES subsidiary held above 50% elect jointly: three financial years, irrevocable while control lasts, communicated with the return filed during the tax period from which the option runs (Arts. 117, 119, 120 TUIR).
The shell-company test
Revenue below 1% of the value of shares, securities and receivables brings a deemed minimum income and a 10.5-point IRES surcharge (Art. 30 L. 724/1994; D.L. 138/2011 Art. 2), from the second tax period.
Residence and the seat
An Italian S.r.l. or S.p.A. is resident by its registered seat (Art. 73(3) TUIR): our legal address service. A foreign holding above it is presumed Italian if Italian residents control it or form most of its board (Art. 73(5-bis)).
TUIR articles here are cited as in force in 2026; the consolidated text of D.Lgs. 117/2026 renumbers them from 1 January 2027.
How profits reach the foreign parent
The holding withholds as sostituto d'imposta (withholding agent); the rate depends on the parent and the route. Treaty mechanics: tax planning for a foreign-owned S.r.l.
| Route | Operative rate | Condition | What must be in hand | Basis |
|---|---|---|---|---|
| Dividend to a non-resident parent, general case | 26% final | the holding withholds at payment | for a refund of up to 11/26 of the withholding: proof of foreign tax paid on the same profits | Art. 3 D.L. 66/2014; Art. 27(3) D.P.R. 600/1973 |
| Dividend to an EU company, or an EEA company on the Italian white list, subject to a corporate income tax | 1.20% final | the stake is not connected to an Italian permanent establishment | the qualifying EEA States are not listed on this page | Art. 27(3-ter) D.P.R. 600/1973, restated by D.L. 38/2026 from 1 January 2026 |
| EU parent, parent-subsidiary relief (regime madre-figlia) | a refund on request, or non-application at source on request | a direct stake of at least 10%, held uninterruptedly for at least one year; a listed legal form; subject to a Directive tax | the foreign tax authority's certificate and the parent's one-year declaration, in the payer's hands by the payment date for the at-source route | Art. 27-bis D.P.R. 600/1973; D.Lgs. 49/2007 Art. 2(2); anti-abuse through Art. 10-bis L. 212/2000 |
| Parent outside the EU and the listed EEA States | 26% final | any treaty relief is the parent's to claim; the TUIR applies where more favourable to the taxpayer, also against a treaty, and the taxpayer relies on the more favourable rule | the treaty-relief forms the Agenzia delle Entrate publishes | Art. 169(1) TUIR, as in force in 2026 |
| Interest on a shareholder loan from a non-resident | 26% final | exemption between associated EU companies at 25% of voting rights held for one year; the United Kingdom outside it since 1 January 2021 | an attestation of residence and a beneficial-owner declaration | Arts. 26, 26-quater D.P.R. 600/1973; the deduction limit of Art. 96 TUIR on the holding's side |
The operative 26%, 10% and 26% replace the printed 27% (Art. 27(3)), 20% (Art. 27-bis(1)) and 12.50% (Art. 26(5)) under D.L. 66/2014 and D.Lgs. 49/2007; more in S.r.l. dividend tax in Italy.
How the set-up runs, step by step
Who acts, and on which term: law where a statute sets one, otherwise a working estimate. For a new deed, not for taking over an existing Italian S.r.l. instead of forming one.
law a term set by statutechamber a chamber pageno term no statutory term; a working estimate
Decisions: no statutory term
- 1
Capital
Your board
- no term cash, or the operating company's shares
- 2
Vehicle
Your board
- no term S.r.l., S.p.A., or an S.r.l.s. only if every member is an individual
- 3
Subsidiaries
Your board
- no term where they are and what each one does
- 4
Board seat
Your board
- no term where the holding sits and its board meets
- 5
Dividend route
Your board
- no term dividends, or interest on a shareholder loan
- 6
Group taxation
Your board
- no term domestic tax consolidation, or none
Execution: from the deed on, terms set by law
- 1
Deed
The notary
- no term none for signing; by video only for an S.r.l. or S.r.l.s. with cash capital
- 2
Filing
The notary, through Comunicazione Unica
- law within 10 days (Art. 2330(1) c.c.)
- 3
Entry in the Register
The Registro delle Imprese (Register of Companies)
- law within 10 days of protocol, 5 if electronic (Art. 11(8) D.P.R. 581/1995)
- law legal personality follows (Art. 2331 c.c.)
- 4
Sole-member notice and first diritto annuale
The directors; the company
- law the notice with the deed (Art. 2470(4) c.c.)
- chamber the first annual chamber fee within 30 days of the application (chamber page, 2026)
- 5
First accounts
The directors
- law draft to the members at most 120 days after year end; up to 180 where the deed allows it (Arts. 2478-bis(1), 2364(2) c.c.)
- law deposit within 30 days of approval (Arts. 2478-bis(2), 2435 c.c.)
- 6
Returns
The company, or an Art. 3(3) D.P.R. 322/1998 intermediary
- law by the last day of the tenth month after year end, with any consolidation communication (Art. 2 D.P.R. 322/1998, as in force in 2026)
No term shown for our work or for the documents from abroad
The decision file
Actor: you and your tax adviser; we prepare it. Term: no statutory term; set by your answers and the parent's board.
Documents from abroad
Actor: you; the Italian consulate. Legalisation or apostille, certified translation, codice fiscale, PEC addresses. Term: working estimate, set by the issuing State.
The deed
Actor: the notary; by video only for an S.r.l. or S.r.l.s. with cash capital. Cash paid in: at least 25%, all of it for a sole founder (Arts. 2464(4), 2342 c.c.). Term: law, none for signing.
Filing
Actor: the notary, through Comunicazione Unica, which also obtains the partita IVA (VAT number). Term: law, within 10 days (Art. 2330(1) c.c., as amended by L. 12/2019).
Registration
Actor: the Registro delle Imprese (Register of Companies), within 10 days of protocol, 5 if electronic (Art. 11(8) D.P.R. 581/1995); legal personality follows (Art. 2331 c.c.). Term: law.
Sole member, chamber fee, beneficial owner
Actor: the directors; the company. The notice with the deed (Art. 2470(4) c.c.), the first diritto annuale within 30 days, each company's own entry: who files beneficial owner data in Italy. Term: law for the notice and the fee.
First balance sheet
Actor: the directors with the bookkeeper. Participations booked as financial fixed assets; accounts on the terms of table 4 (Arts. 2478-bis, 2435 c.c.). Term: law.
Returns and the election
Actor: the company, or an Art. 3(3) D.P.R. 322/1998 intermediary. Returns by the last day of the tenth month after year end, with any consolidation communication. Term: law.
Still sorting which decisions your group takes first?
We build the decision file with you before the notary is booked; the choice stays with your board.
Documents the parent and its directors provide
Our working list, not a statutory one. For an individual founder: what a foreign founder needs before the S.r.l. deed.
- The parent's certificate of incorporation or register extract
- The parent's statute (articles of association)
- The parent's board resolution approving the holding, naming its representative
- A power of attorney for the deed, where a proxy signs
- Identity documents of representatives and directors
- A codice fiscale per non-resident, from the consulate or the Agenzia delle Entrate
- Legalisation by the Italian mission, or the apostille in Hague Convention States
- A translation into Italian, certified as conforming
- The company PEC, and a separate personal PEC for the sole or managing director or chairman
- Per subsidiary: State, activity, assets, holding period; an EU parent's tax certificate and declaration
State charges and the first-year calendar, 2026
State charges and first filings, each with source and year. Our fee: pricing on request.
A · What the state charges
Listed one by one, never added into a total.
| Item | Amount | Basis and year |
|---|---|---|
| Registration tax on the incorporation deed with cash contributions | EUR 200 fixed | Art. 26(2) D.L. 104/2013 |
| Stamp duty on the deed, paid by the notary through the MUI | EUR 156; EUR 300 where real estate is contributed | chamber table, 2026 |
| Secretarial fee for entering the deed with the sole-member notice | EUR 90 | chamber table rev. 16 of 27 January 2026 |
| First diritto annuale of a new capital company | EUR 120 in 2026, within 30 days of the application | Marche and Rome chamber tables, 2026 (Rome amounts include the 20% uplift) |
| The notary's own fee | no official scale; agreed in writing on engagement | Art. 9 D.L. 1/2012 |
| S.r.l.s., individual founders only | exempt from stamp duty and secretarial fees; no notary's fee | Art. 3(3) D.L. 1/2012 |
| A separate yearly filing: deposit of the accounts | EUR 65 stamp duty, EUR 60 secretarial fee, plus the OIC contribution | chamber table rev. 16 of 27 January 2026 |
B · The first-year calendar
Statutory terms, and who acts on each.
| Obligation | Term | Basis | Who acts |
|---|---|---|---|
| Filing of the deed | within 10 days | Art. 2330(1) c.c. | the notary |
| Register entry | without delay, at most 10 days from protocol; 5 if electronic | Art. 11(8) D.P.R. 581/1995 | the Register |
| Sole-member notice | with the deed; within 30 days of a later change | Art. 2470(4) c.c. | the directors |
| First diritto annuale | within 30 days of the application | chamber page, 2026 | the company |
| Beneficial-owner entry | the duty stands; the chambers report no term running and no penalty applied (Bergamo, 25 June 2026) | Art. 21(1) D.Lgs. 231/2007, as amended by D.Lgs. 210/2025 | each company in the chain |
| Draft accounts to the members | within the deed's term, at most 120 days from year end; up to 180 where the deed allows it and the company prepares consolidated accounts or its structure and object require it | Arts. 2478-bis(1), 2364(2) c.c. | the directors |
| Deposit of the accounts | within 30 days of approval | Art. 2478-bis(2) c.c. (S.r.l.); Art. 2435 c.c. (S.p.A.) | the directors |
| Corporate and IRAP returns | the last day of the tenth month after year end; 2 November 2026 for a calendar-year FY2025 company | Art. 2 D.P.R. 322/1998, as in force in 2026; Agenzia delle Entrate | the company or an Art. 3(3) intermediary |
| Consolidation communication; shell-company test | with the return filed during the tax period from which the option runs; the test from the second tax period | Art. 119(1)(d) TUIR, as in force in 2026; Art. 30 L. 724/1994 | the company |
A late Register filing costs whoever must make it EUR 103 to EUR 1,032, one third within 30 days of the deadline (Art. 2630 c.c.).
Problems we solve
What goes wrong, and how the file handles it.
The vehicle or the deed route set on a wrong assumption
An S.r.l.s. planned for a corporate parent (Art. 2463-bis c.c.), or an S.p.A. planned as a video signing. The file checks membership and capital first.
A sale timed on the 12 months alone
The balance-sheet class missed, or the business test not met from the third tax period before the sale (Art. 87 TUIR, as in force in 2026). The pre-sale checklist tests all four conditions.
Printed rates in the model, documents after the payment
Printed relics copied into the model (D.P.R. 600/1973), or the EU parent's certificate arriving after the dividend. The dividend file uses operative rates and dates the documents.
A pure holding in its second year
Thin revenue against shares and receivables fails the shell-company test (Art. 30 L. 724/1994). The calendar flags it before the second return.
The group-taxation election decided too late
Consolidation starts only if its communication travels in the return filed during its first year (Art. 119 TUIR, as in force in 2026). The election enters the decision file first.
Ready to take the decision file to the notary?
Bring the parent's answers on the eight decisions; we turn them into deed instructions, a document list and a calendar.
Why work with FormaItalia
Stefano Colombo
Head of Corporate Structuring, Milan; Italian, English, German. Coordinates the notary who receives the deed.
From our practice
, a worked example (illustrative, not a client file):** a subsidiary held over 12 months, booked as a financial fixed asset, began its commercial business only this tax period. Condition (d) has not held since the start of the third period before the sale, so the 95% exemption is unavailable on that date (Art. 87 TUIR, as in force in 2026).
Frequently asked questions
Will you tell us whether an Italian holding suits our group, and are you a law firm or a notary?
We set out each option with its condition and article and prepare the decision file; the decision is your board's. FormaItalia is not a law firm, a notary or an accounting professional: the notary receives the deed, a registered auditor performs any statutory audit, and the company or an Art. 3(3) D.P.R. 322/1998 intermediary transmits returns.
What does the set-up cost, and what does the state charge?
In 2026 the state charges EUR 200 registration tax on a cash-contribution deed (Art. 26(2) D.L. 104/2013), EUR 156 stamp duty through the MUI and a EUR 90 secretarial fee, listed separately, plus a first annual chamber fee of EUR 120. The notary's fee has no official scale (Art. 9 D.L. 1/2012). Our fee: pricing on request.
Is the holding's gain wholly exempt, and does a holding escape audits?
Neither. A qualifying gain is 95% exempt (Art. 87 TUIR, as in force in 2026); the taxable 5% bears about 1.2% IRES at 24%, by arithmetic. An S.p.A. has a control body and the Art. 2396-novies c.c. audit rule; an S.r.l. needs one or an auditor under Art. 2477 c.c. with consolidated accounts, an audited subsidiary, or limits exceeded.
Can a holding funded with shares of the operating company be formed by video?
No. The deed by videoconference is open only to an S.r.l. or S.r.l.s. with its seat in Italy and its capital paid in cash (Art. 2(1) D.Lgs. 183/2021). A holding capitalised with shares of the operating company, and any S.p.A., is signed before the notary in person or through a representative holding a power of attorney.
S.r.l. or S.p.A. for the holding, and can a parent company be a member of an S.r.l.s.?
Both take a company member. The S.r.l. needs EUR 10,000, or EUR 1 to below EUR 10,000 with one fifth of yearly profit set aside (Art. 2463 c.c.); the S.p.A. needs EUR 50,000 and a control body (Art. 2327 c.c.). The S.r.l.s. is for natural persons only; if a quota passes to a company, it becomes an ordinary S.r.l.
What holding period gives the 95% exemption on the sale of a subsidiary?
Twelve months of uninterrupted ownership, counted from the first day of the twelfth month before the sale, the shares acquired last being deemed sold first. The participation must also be booked as a financial fixed asset in the first balance sheet closed during the holding (Art. 87(1)(a) and (b) TUIR, as in force in 2026).
Does a subsidiary in a low-tax country break the exemption, and how long must it have run a real business?
It can. Outside the EU and EEA States with information exchange, a controlled subsidiary's regime is privileged under Art. 167(4)(a), otherwise at nominal taxation below 50% of Italy's (Art. 47-bis(1) TUIR, as in force in 2026); proving no income is located there, ideally by ruling, lifts the effect. The business test runs from the third tax period before the sale.
Are dividends received by the holding taxed?
95% of them are excluded from the holding's income (Art. 89(2) TUIR, as in force in 2026), a rule restored without the 2025 restrictions from 1 January 2026 by D.L. 38/2026. Profits from a subsidiary in a privileged regime are 50% excluded, with a foreign-tax credit, where only the genuine-activity proof is made; the full exclusion needs the stricter proof.
What withholding applies when the holding pays a dividend to a foreign parent, and what must an EU parent hand over?
26% final (Art. 3 D.L. 66/2014), refundable up to 11/26 against foreign tax on the same profits; 1.20% to an EU or white-listed EEA company. An EU parent holding 10% or more for a year obtains a refund on request, or non-application at source on request if the payer holds its certificate and declaration by the payment date (Art. 27-bis).
Can the holding and its Italian subsidiaries be taxed as one group?
Yes. The parent and each IRES subsidiary held above 50% elect domestic tax consolidation jointly, for three financial years, irrevocable while control lasts. Each subsidiary shares the parent's financial year and elects domicile at the parent; the election travels with the return filed during the option's first tax period (Arts. 117, 119, 120 TUIR, as in force in 2026).
What is the shell-company test, and does it catch a new holding?
A company whose revenue falls below 1% of the value of its shares, securities and receivables is treated as non-operating: a deemed minimum income and a 10.5-point IRES surcharge follow (Art. 30 L. 724/1994; D.L. 138/2011 Art. 2). The test is not applied in the first tax period, so a pure holding meets it from its second.
Is a foreign holding above our Italian company treated as Italian?
An Italian S.r.l. or S.p.A. is resident by its registered seat. A foreign holding that controls an Italian company is presumed resident in Italy, unless it proves otherwise, if Italian residents control it or most of its board are resident in Italy, control being tested at the close of its financial year (Art. 73(5-bis) TUIR, as in force in 2026).
What filings does the holding owe once it exists?
The approval and deposit of the accounts, the corporate and IRAP returns, the yearly chamber fee and a sole-member notice within 30 days of any change; each company in the chain files its own beneficial-owner entry (Art. 21(1) D.Lgs. 231/2007); where elected, the consolidation communication. A late Register filing costs EUR 103 to EUR 1,032 (Art. 2630 c.c.).
Do the PIR holding period or the BTP withholding rate apply to a holding company?
PIR relief is for resident individuals investing outside a business (Art. 1(100) L. 232/2016), so a holding company is outside it; no holding period is given here. The 12.50% substitute tax of Art. 2(1) D.Lgs. 239/1996 falls on listed resident holders, a list naming no companies; holders resident in information-exchange States are not taxed on that interest (Art. 6(1)).
Planning an Italian holding for your group?
Tell us where the parent and subsidiaries sit; we return the decisions, their articles and the state charges.