The preferential tax provisions for asset assignments and transfers to shareholders and for transformations into simple partnerships represent one of the most significant measures for businesses aiming to reorganize their real estate assets. With the reopening of terms provided by Law no. 199/2025, companies once again have the opportunity to carry out these operations, benefiting from a more favorable tax regime compared to the ordinary one, provided that the requirements stipulated by the regulations are met.
The deadline set for September 30, 2026, requires businesses to promptly evaluate the opportunity to utilize these instruments. This is a particularly relevant time window for companies that own real estate no longer strategic for their business activities or that intend to separate real estate assets from operational management, also with a view to wealth planning and generational transfer.
In recent years, many companies have retained buildings, land, or other real estate assets that are no longer directly connected to their core business. In other cases, however, real estate simply represents a capital investment that could be managed more efficiently outside the corporate structure. It is precisely in these situations that the preferential regulations can offer an advantageous solution, allowing the transfer of real estate to shareholders or the transformation of the company into a simple partnership with reduced taxation.
Among the operations most considered is the transformation into a simple partnership, a solution often adopted when the entrepreneurial activity has ceased or when the company is exclusively dedicated to real estate asset management. The transformation allows for a change in the company's legal nature, moving from a commercial company to a simple partnership, maintaining the continuity of real estate management but eliminating the exercise of business activity.
From a tax perspective, one of the most relevant aspects concerns the loss of VAT taxable status resulting from the transformation. In this regard, the clarification provided by the Italian Revenue Agency is particularly important, confirming an orientation awaited by operators: assignments of real estate originally purchased without the right to deduct VAT remain outside the scope of the tax. This clarification helps reduce interpretive doubts that have arisen over the years and offers greater certainty to professionals and businesses tasked with planning operations often characterized by significant economic value.
The confirmation from the tax authorities holds considerable practical significance. Indeed, in corporate reorganization operations, VAT treatment often represents one of the elements that most impact the convenience of the operation. Knowing that certain assignments remain excluded from the scope of the tax allows for more precise evaluations and the planning of interventions with greater confidence.
Naturally, the preferential provisions do not eliminate the need for careful preliminary analysis. Each operation must be evaluated considering the company's tax position, the characteristics of the real estate, the shareholders' situation, and the effects that the transformation could produce from a civil, accounting, and tax perspective. An apparently convenient choice could, in fact, entail significant long-term consequences, especially in relation to future real estate management or any subsequent transfers.
Particular attention must also be paid to the formal requirements stipulated by the regulations. To benefit from the incentive, it is not sufficient to resolve the transformation within the prescribed deadline; rather, the company must also be registered in the competent section of the Companies Register by September 30, 2026. Adhering to these timelines is therefore crucial to avoid the risk of losing the tax benefit.
The reopening of the preferential provisions thus offers an important opportunity for companies intending to review the structure of their real estate assets. In an economic context where investment rationalization and tax optimization play an increasingly central role, these operations can represent a useful tool to simplify the corporate structure, improve efficiency in real estate management, and plan future asset strategies more effectively.
Given the approaching deadline of September 30, 2026, it is advisable for interested companies to initiate the necessary evaluations as soon as possible, verifying the existence of the required conditions and the actual convenience of the operation. Adequate planning, supported by the assistance of expert professionals in corporate and tax matters, allows for seizing the opportunities offered by the regulations, minimizing risks, and ensuring full compliance with the stipulated requirements.