On 1 September 2026, the Italian Revenue Agency issued Legal Consultation No. 9/2026, clarifying that the tax liability exemption for the acquirer of a business (cessionario d’azienda) under Article 14 of Legislative Decree No. 472/1997 remains intact even if the seller’s fiscal transaction (transazione fiscale) concluded within a debt restructuring agreement is later resolved due to the seller’s default. The case involved a business transfer where the seller had entered into a tax settlement with the Revenue Agency as part of a restructuring plan under the Business Crisis Code. When the seller failed to comply, the settlement was revoked. The Agency confirmed that the acquirer’s exemption from successor liability for the seller’s pre-transfer tax debts is not contingent on the seller’s continued compliance with the settlement. The exemption is a standalone protection designed to facilitate business continuity and investment in distressed assets, and its validity does not depend on the fate of the seller’s separate tax arrangements.
Key Takeaways
- Exemption Independence: The acquirer’s shield against the seller’s pre-existing tax liabilities is statutory and automatic upon transfer; it does not require the seller’s fiscal transaction to remain in force. This provides critical certainty for buyers in restructuring scenarios.
- Facilitates Distressed M&A: The ruling enhances the attractiveness of acquiring businesses in crisis by guaranteeing that tax risks from the seller’s past do not resurface if the seller’s own tax settlement collapses. This supports the broader policy goal of business rescue and asset value preservation.
- Clear Boundary Between Transfer and Settlement: The consultation draws a sharp line between the transfer-related exemption (Art. 14 D.Lgs. 472/1997) and the seller’s debt restructuring procedure. Tax advisors should structure acquisitions to ensure the exemption’s conditions are met at closing, without needing to monitor the seller’s post-closing tax compliance.
Disclaimer: This article is compiled and summarized by the AI based on publicly available information and is for general information purposes only. It does not constitute any form of formal tax advice, legal opinion, or basis for performance. Please consult a qualified professional tax advisor or legal counsel for tax advice.
Source: Read Official Announcement