On the date hereof, 22 November 2024, Italian Law no. 162/2024 (“Law”) enters into force, including relevant news for the promotion and development of start-ups and innovative SMEs through tax benefits and investment incentives.
Tax benefits for investments in innovative start-ups were already provided for and regulated by article 29-bis of Italian Law Decree no. 179/2012, according to which an amount equal to 50% of the sum invested by the contributor (up to a maximum of Euro 100,000 for each tax period) in innovative start-ups can be deducted from personal income tax, if the investment is maintained for at least 3 years.
The novelty, provided for by article 2 of the Law, consist in the possibility to benefit of a tax credit, if the detraction exceeds the amount of gross tax due, which can be used in the tax return. This credit can be used either as a reduction of the tax due or as a set-off and can be used in the tax period in which the return is filed and in subsequent tax periods.
Another significant innovation is contained in article 4 of the Law, which provides for tax exemption of capital gains generated by the sale of quotas in start-ups and SMEs. The benefit is intended for collective investment undertakings investing primarily in innovative start-ups and SMEs.
To be eligible to apply this exemption, the quotas or shares must be purchased by the 31 December 2025 and held for at least 3 years.
The Law includes further provisions aimed at the common purpose of supporting the capitalisation of Italian companies and the strengthening of supply chains, networks and strategic infrastructures through the development of the Italian capital market.
In this perspective, the Law, by amending article 27 of Law Decree no. 34/2020 (known as “Decreto Rilancio”), extends the operation of the dedicated assets (“Patrimonio Destinato”), which was established under the terms of the above referred decree as an extraordinary and temporary instrument, incorporated by Cassa Depositi e Prestiti and funded by assets and legal relations of the Ministry of Economy and Finance, intended for the implementation of interventions and operations to support and relaunch the Italian business sector following the covid-19 pandemic crisis.
In light of the amendments introduced by the Law, the Patrimonio Destinato, strictly for operations carried out at arms’ length, may also intervene through the subscription of quotas or shares of newly established collective investment undertakings established in Italy and managed by savings management companies authorised under article 34 of the Consolidated Law on Finance (TUF) or by authorised asset managers under articles 41-bis, 41-ter and 41-quater of the Consolidated Law on Finance (TUF).
The investment policy of the aforementioned savings management companies or authorised asset managers shall be in line with the purposes of the Patrimonio Destinato and comply with certain conditions – specifically:
a) investing predominantly in securities listed on Italian regulated markets or multilateral trading systems issued by medium-small capitalisation companies with registered office, or significant and stable organisation, in Italy, including even those with an annual turnover of less than Euro 50 million;
b) for the non-prevailing portion, in order to optimise the management of the portfolio and liquidity risks, they may invest, in accordance with the limits, criteria and conditions set forth in Ministerial Decree no. 26/2021 setting forth the rules for the investment of the Patrimonio Destinato (“Regulation”), in securities listed on Italian regulated markets or multilateral trading systems issued by issuers with their registered office or significant office and permanent establishment in Italy;
c) they may also invest in debt securities issued by Italy, EU countries in the eurozone and the European Commission, within the limits set forth in the Regulation;
d) the portion of the Patrimonio Destinato in the undertakings is limited to 49% of the total assets of the collective investment undertaking, with the residual subscribed by private investors under the same conditions.
A final notable change, introduced by article 5 of the Law, regards the increase, from Euro 25 million to Euro 50 million, of the net asset limit for simple investment companies. The amendment is aimed at increasing the resources available for investments in innovative start-up and SMEs.
Author: Avv. Francesca Baccara
Contact: Avv. Francesca Baccara f.baccara@bergsmore.com