Not elusive partial asymmetrical demerger
Legal assistance in a corporate transaction and in the drafting of the questioning to the Revenue Agency.
The firm provided legal and tax assistance to a limited company operating in the sector of real estate in a partial asymmetrical demerger, in favour of a pre-existing partnership, concerning some real estate assets already leased by the latter.
In particular, two of the seven shareholders of the demerged company, sole shareholders of the beneficiary partnership, have exchanged the respective participating interests in demerged company’s corporate capital with newly issued quotas of the beneficiary partnership, increasing in such manner the shares of the other five shareholders.
The feature of the transaction concerns also the circumstance that the assets subject to assignment from the demerged company are economically positive but negative from an accounting perspective.
Before the finalizing of the transaction, the Firm assisted the demerged company in the submission of a questioning to the Revenue Agency (pursuant to art. 11, par. 1, lett. c), l. 212/2000), through which the Revenue Agency has been demanded to provide confirmation of the not elusive nature of the transaction, in the light of the valid argumentations different from those having fiscal nature provided.
The Revenue Agency agreed with the solution submitted by the company, according to which the demerger does not constitute an elusive transaction, since it aims to allow each company to pursue their core business and, in any case, it does not cause any modification in the applicable corporate tax regime, due to the assignment of the assets above.