Published on 1 October 2026, Principle of Right n. 3/2026 addresses the allocation of profits among partners in Società Tra Professionisti (STP) and Società Tra Avvocati (STA) constituted as simple partnerships (società semplici). The Revenue Agency clarifies that professional partners (those performing the professional activity) may determine their profit shares up to the deadline for filing the partnership’s tax return (Modello Redditi SP), providing flexibility in rewarding performance. However, this flexibility does not extend to financial partners (capital investors who do not practice the profession), whose profit rights must be fixed in the partnership deed and cannot be altered retrospectively.
Key Takeaways
- Flexible Profit Sharing for Professional Partners: STP/STA simple partnerships can now adjust profit allocations among practicing professionals after year-end, based on actual contributions (hours, revenue generated, client origination). This aligns tax treatment with the economic reality of professional firms, where partner contributions vary annually. The allocation must be documented in a partners’ meeting minute before the tax return filing.
- Financial Partners Excluded from Flexibility: Partners who only contribute capital (non-professionals) must have a fixed, pre-determined profit share (e.g., a preferred return or fixed percentage) established in the partnership agreement. Any attempt to vary their share retrospectively will be recharacterized as a disguised distribution, subject to withholding tax and potential anti-avoidance challenges.
- Impact on Tax Planning and Governance: The ruling enables more dynamic remuneration models for professional firms, but requires careful drafting of partnership agreements to distinguish partner classes. Firms should review existing deeds to ensure financial partners’ rights are clearly defined and immutable, while professional partners’ shares are left adjustable via annual resolution.
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