Italy’s Revenue Agency has confirmed that transferees of businesses acquired through insolvency or restructuring proceedings retain their tax exemption even if the restructuring agreement later fails due to the transferor’s breach, preserving protection against the transferor’s unpaid taxes and penalties.
The Italian Revenue Agency clarified on 1 September 2026 that a business transferee retains full tax exemption even after a restructuring agreement fails due to the transferor’s breach of contract. The ruling, contained in Legal Advice No. 9 of 1 September 2026, resolves an interpretation question that had created uncertainty around transfer protections.
The underlying legal framework
Article 14 of Legislative Decree No. 472/1997 typically makes business transferees jointly liable for the transferor’s unpaid taxes and penalties from the transfer year and the two preceding years, capped at the acquired asset value.
Legislative Decree No. 158/2015 modified this rule by adding paragraph 5-bis to Article 14, which strips away joint liability when the transfer occurs within insolvency proceedings or as part of crisis management.
The provision aims to encourage acquisitions of distressed businesses by removing the threat of retroactive tax exposure for buyers.
The central question
The taxpayer sought clarification on whether the exemption from Article 14, paragraph 5-bis applies only if the restructuring agreement succeeds. If the transferor later defaults on tax obligations tied to the restructuring deal, does that termination strip away the buyer’s protection? The company contended that conditioning the exemption on the transferor’s compliance would impose unforeseeable risk on the transferee and violate principles of legal certainty.
The Agency’s decision
The Revenue Agency confirmed that the exemption operates unconditionally. The legislative intent was to remove barriers to successful restructuring by making acquisitions financially attractive. Allowing retroactive tax claims if deals later collapse would undermine this purpose and discourage investment in troubled businesses.
Accordingly, the transferee’s protection stands even after the restructuring transaction terminates due to the transferor’s default.
One boundary applies: Article 14, paragraph 4 of Legislative Decree No. 472/1997 still applies when the transfer itself involved tax fraud or asset concealment. Beyond that, the exemption remains permanent and irrevocable.
