{"id":6034,"date":"2026-03-30T12:22:24","date_gmt":"2026-03-30T10:22:24","guid":{"rendered":"https:\/\/www.terrinassociati.com\/tax-loss-rules-in-extraordinary-transactions-and-intra-group-transactions-assonime-circular-no-6-2026\/"},"modified":"2026-07-31T15:34:39","modified_gmt":"2026-07-31T13:34:39","slug":"tax-loss-rules-in-extraordinary-transactions-and-intra-group-transactions-assonime-circular-no-6-2026","status":"publish","type":"post","link":"https:\/\/www.terrinassociati.com\/en\/tax-loss-rules-in-extraordinary-transactions-and-intra-group-transactions-assonime-circular-no-6-2026\/","title":{"rendered":"The regulation of tax losses in extraordinary transactions and intra-group operations: Assonime circular no. 6\/2026"},"content":{"rendered":"

With circular no. 6\/2026 of March 12, 2026, Assonime examines the regulation of tax losses in extraordinary transactions<\/strong>, in light of the regulatory reorganization resulting from Article 15 of Legislative Decree 192\/2024, the integration provided by Article 2 of Decree-Law 84\/2025 for business contributions, and the implementing provisions of the new Article 177-ter<\/em> of the TUIR contained in Ministerial Decree of June 27, 2025. Assonime states that it considers net equity at real values not so much as an indicator of the company’s future capacity to absorb losses through the generation of taxable income, but rather as a parameter of its actual equity substance. The position expressed for cases in which the economic value of the company is lower than the accounting net equity also falls within this same perspective: Assonime considers the direct use of accounting data as a parameter for the carryforward of losses to be sustainable, even without an appraisal, and further observes that, should the report be prepared in any case, it might not be necessary to take into account lower values attributable to factors exogenous to the company, such as devaluations dependent on market expectations or those of potential investors. Hence the call to reconsider ruling response no. 278\/2025<\/strong>, which had instead attributed an essential character to the appraisal when losses exceed accounting net equity. <\/p>\n

Transfer of control with modification of activity and business contributions<\/strong><\/p>\n

The circular then addresses the issue of majority shareholding transfer transactions with modification of activity<\/strong>, noting that the sterilization of payments and contributions made in the preceding twenty-four months should involve, except in cases of disapplication, also contributions made in the same time period by the previous holders of the shareholdings. Alongside this aspect, in the fourth paragraph of circular no. 6\/2026, Assonime analyzes business contributions<\/strong>, highlighting how the new Article 176, paragraph 5-bis<\/em>, of the TUIR departs from the general regulation of Article 84, paragraph 3 of the TUIR and is modeled, rather, on the regulation of mergers and demergers. While under the previous regime the contribution was relevant only if accompanied by a change of control and a change in the activity carried out by the investee, in the current regulation it may assume independent relevance for purposes of the possible disallowance of tax assets<\/em>. For this reason, contributions in exchange for which mere minority shareholdings are acquired are also subject to attention. <\/p>\n

Assonime specifies, however, that the losses potentially to be sacrificed<\/strong> remain only those of the transferee company and considers that, for purposes of the vitality test, the interim period between the beginning of the fiscal year and the date of legal effectiveness of the transaction should also be considered, while the net equity limit, if calculated at real values, should be referred to such date without taking into account the acquired business unit.<\/p>\n

“Approved” losses and intra-group operations in tax consolidation<\/strong><\/p>\n

The fifth paragraph of the aforementioned circular is dedicated to the free offsetability of losses in the context of intra-group operations<\/strong>. Assonime examines situations in which losses accrued prior to a company’s entry into the group may also be carried forward without limitations, provided they are subsequently “approved,” focusing in particular on groups operating under the tax consolidation regime. The circular (\u00a77) finally recalls certain aspects of effective date<\/strong> not yet clarified, observing that, for mergers completed in 2024 and not backdated, for reasons of systematic coherence and uniformity, reference should be made, also for the absorbed company, to the closing date of the tax period of the absorbing company, so as to avoid the application of different regimes within the same transaction. Similarly, in transfers of majority shareholdings with simultaneous modification of activity, the transaction should be considered completed only when both elements are integrated. <\/p>\n","protected":false},"excerpt":{"rendered":"

With circular no. 6\/2026 of March 12, 2026, Assonime examines the regulation of tax losses in extraordinary transactions, in light of the regulatory reorganization resulting from Article 15 of Legislative Decree 192\/2024, the integration provided by Article 2 of Decree-Law 84\/2025 for business contributions, and the implementing provisions of the new Article 177-ter of the […]<\/p>\n","protected":false},"author":3,"featured_media":6037,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_et_pb_use_builder":"","_et_pb_old_content":"","_et_gb_content_width":"","footnotes":""},"categories":[29],"tags":[],"class_list":["post-6034","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-news"],"_links":{"self":[{"href":"https:\/\/www.terrinassociati.com\/en\/wp-json\/wp\/v2\/posts\/6034","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.terrinassociati.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.terrinassociati.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.terrinassociati.com\/en\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/www.terrinassociati.com\/en\/wp-json\/wp\/v2\/comments?post=6034"}],"version-history":[{"count":1,"href":"https:\/\/www.terrinassociati.com\/en\/wp-json\/wp\/v2\/posts\/6034\/revisions"}],"predecessor-version":[{"id":6370,"href":"https:\/\/www.terrinassociati.com\/en\/wp-json\/wp\/v2\/posts\/6034\/revisions\/6370"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.terrinassociati.com\/en\/wp-json\/wp\/v2\/media\/6037"}],"wp:attachment":[{"href":"https:\/\/www.terrinassociati.com\/en\/wp-json\/wp\/v2\/media?parent=6034"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.terrinassociati.com\/en\/wp-json\/wp\/v2\/categories?post=6034"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.terrinassociati.com\/en\/wp-json\/wp\/v2\/tags?post=6034"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}