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Riserva di proprietà: taxed on delivery or on final payment?

Ownership passes with the last instalment, but IVA and revenue accrue on delivery: rules, entries and depreciation under retention of title, with an example.

On delivery, not on final payment. In a sale under riserva di proprietà (retention of title) the asset remains the seller’s until the last instalment is paid, but IVA (Italian VAT) and revenue already accrue on delivery where the asset is movable, or on execution of the deed where it is immovable. Civil law and tax law part company here: a seller who invoices on final payment, or spreads the revenue over the instalments, is wrong twice over.

The civil law rule

Art. 1523 c.c. provides that the buyer «acquires ownership of the asset on payment of the last instalment of the price, but assumes the risks from the moment of delivery». It is the second limb that counts: the risks pass at once, ownership does not.

IVA: delivery is what matters

Art. 2, comma 2, n. 1), del d.P.R. 26 ottobre 1972, n. 633 treats «sales under retention of title» as supplies of goods. The mechanism lies in art. 6, comma 1, second sentence: deferral of the tax point until the transfer of ownership takes effect applies to every supply «other than those listed under numbers 1) and 2) of art. 2». Retention of title is thus returned to the general rule, that is, delivery or dispatch for movable goods.

Income taxes: the clause is irrelevant

Art. 109, comma 2, lett. a), del TUIR (the consolidated income tax act) leaves no room for argument: for movable goods the consideration is treated as earned, and the acquisition costs as incurred, on delivery, while «no account is taken of retention of title clauses». In risposta a interpello (ruling reply) n. 92 of 2 aprile 2019, given on a transfer of a going concern, the Agenzia delle Entrate (Italian Revenue Agency) confirmed that what matters is the conclusion of the contract, not a transfer of ownership «deferred purely by way of security».

Financial statements and depreciation

OIC 16 (Italian accounting standard), par. 31, gives precedence to the substantive transfer of risks and rewards over the passing of title: since art. 1523 c.c. places the risks on the buyer from delivery, the asset is recognised among the buyer’s fixed assets at that date. Depreciation for accounting purposes runs from the time the asset is available and ready for use (OIC 16, par. 61), the tax deduction from the time it enters service, at half the rate in the first year (art. 102, commi 1 e 2, TUIR). The seller recognises the revenue (OIC 34, parr. 23-25) and the receivable (OIC 15, par. 29).

An example

Plant sold for 24,000 euro plus IVA, delivered on 1 April 2026, 24 instalments of 1,000 euro, final payment March 2028. The seller books revenue of 24,000 euro in 2026, not the 9,000 euro collected by December; the IVA of 5,280 euro falls in full into the April return, a month in which it collects 1,000 euro. The buyer recognises the asset at 24,000 euro and, over an eight-year useful life, charges 2,250 euro to the 2026 profit and loss account (3,000 euro apportioned to the nine months of availability); of that it deducts 1,500 euro, with an upward adjustment of 750 euro.

Mind the dates

The provisions cited apply until 31 December 2026. From 1 January 2027 artt. 2 and 6 of the decreto IVA (the VAT decree) become artt. 5 and 24 del d.lgs. 19 gennaio 2026, n. 10, and artt. 109 and 102 del TUIR become artt. 118 and 111 del d.lgs. 19 giugno 2026, n. 117. What changes is the location, not the substance.

In practice

The seller invoices the whole of the taxable amount within twelve days of delivery, or by the 15th of the following month where delivery is evidenced by a documento di trasporto (delivery note) (art. 21, comma 4, lett. a); in either case the tax falls into the return for the month of delivery. The buyer recognises the asset on delivery and records separately the date on which it enters service. It is worth giving the clause a data certa (certified date) from the outset: the law requires that date to precede the attachment (art. 1524, comma 1, c.c.). Where the contract is terminated for breach, the downward adjustment is not subject to the one-year limit, which is reserved for events arising from a subsequent agreement (art. 26, commi 2 e 3). To be kept on file: the contract bearing a certified date, the delivery note, the invoice, the instalment schedule with the receipts, and the fixed asset record.

Frequently asked questions

May I hold the invoice back until the last instalment?
No. The supply takes place on delivery: an invoice within twelve days, or by the 15th of the following month where it is deferred against a documento di trasporto. Never on final payment.

And if the buyer is placed in liquidazione giudiziale (judicial liquidation)?
The trustee may take over the contract with the authorisation of the creditors’ committee; if instead he withdraws from it, the seller returns the instalments collected, subject to fair compensation for the use of the asset (art. 178 del d.lgs. 12 gennaio 2019, n. 14).

Sources

Articles 1523, 1524 and 1526 of the Italian civil code, text in force as at 23 September 2026.

Articles 2, 6, 19, 21, 23 and 26 of Presidential Decree no. 633 of 26 October 1972, text in force as at 23 September 2026; Article 1(1) of Presidential Decree no. 100 of 23 March 1998, on periodic IVA settlement.

Articles 102 and 109 of the TUIR, the consolidated income tax act approved by Presidential Decree no. 917 of 22 December 1986, text in force as at 23 September 2026.

Article 178 of the codice della crisi d’impresa e dell’insolvenza, Legislative Decree no. 14 of 12 January 2019.

Italian accounting standards OIC 16 (tangible fixed assets), OIC 34 (revenue) and OIC 15 (receivables), in the versions in force.

The testo unico on IVA, Legislative Decree no. 10 of 19 January 2026, and the testo unico on income taxes, Legislative Decree no. 117 of 19 June 2026: both apply from 1 January 2027 and do not affect the position described here.