Contributing shareholdings to equity: when the controlled realisation regime of art. 177 applies

The controlled realisation regime allows, on certain conditions, contributions and exchanges of shareholdings without an immediate taxable capital gain: in an exchange (art. 177(1)) the shares received take over the tax cost of the shares given; in a contribution (paragraphs 2 and 2-bis) the realisation value is the share of equity formed by the receiving company as a result of the contribution.

It is a central tool in family reorganisations and holding structures: the requirements (controlling or qualified percentages, increase in equity, consistency of values) must be checked rigorously before the transaction, to avoid recharacterisation.

Summary note by Studio Ponchio, based on specialised tax sources. The text does not reproduce the original articles and does not constitute professional advice.