ITALY Law and Practice Contributed by: Guido Alberto Inzaghi, Ivana Magistrelli, Silvia Gnocco and Gabriele Paladini, SI – Studio Inzaghi
SIIQs Listed real estate investment companies are Ital - ian investment vehicles that have the following features: • SIIQs must be formed as joint stock com - panies, and their shares must be listed on a regulated stock exchange of an EU member state or a European Economic Area member state, and must be resident for income tax purposes in the same area. • No shareholder can own, directly or indirectly, more than 60% of the voting rights nor have the right to more than 60% of the company’s profits. • At least 25% of the shares must be owned by shareholders who do not own, directly or indirectly, more than 2% of the voting rights nor have the right to more than 2% of the company’s profits. • SIIQs’ main business must be the leasing of real estate assets. Real Estate SICAFs A Real Estate SICAF is an Italian joint stock company with fixed corporate capital that has its registered office and headquarters in Italy. A Real Estate SICAF raises capital by offering its shares or other equity instruments, and invests the capital raised into real estate assets. The considerations that apply to REIF invest - ments also apply, mutatis mutandis, to Real Estate SICAF investments. The recent Law No 21/2024 introduced meas - ures aimed at simplifying the regulation of SICAVS and SICAFS through the introduction of a distinction between SICAVs and SICAFs that directly manage their own assets (so-called self- managed) and those that entrust the manage - ment of their assets to licensed intermediaries
(so-called hetero-managed SICAVsS/SICAFs), and also eliminated the unnecessary require - ments imposed on hetero-managed SICAVs/ SICAFs by the current Article 38 of the TUF, aligning their regulatory provisions with those applicable to OICR. Real Estate Securitisation Vehicle The real estate securitisation scheme was intro - duced in Italy in 2019, so that a securitisation vehicle may now purchase real estate assets and benefit from the tax and regulatory regime appli - cable to the securitisation vehicles. In a real estate securitisation, the real estate assets are transferred to a securitisation vehicle, which issues securitisation notes to finance the payment of the assets’ price. The securitisation vehicle is a bankruptcy remote vehicle and, on the basis of the principle of fiscal neutrality, the proceeds deriving from the securi - tised real estate assets are not subject to direct taxes. 5.2 Main Features and Tax Implications of the Constitution of Each Type of Entity Limited liability companies have a corporate capital divided into quotas with no face value. Joint stock companies have a corporate capital divided into shares with the same face value. Limited liability companies and joint stock com - panies are subject to ordinary corporate income tax of 24% ( Imposta sul reddito delle società , IRES) and regional tax on productive activities of approximately 3.9% ( Imposta regionale sulle attività produttive , IRAP). Special rules are pro - vided for the tax deduction of certain interest expenses. Starting from 1 January 2024, there are no tax incentives for equity injections.
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