ITALY Law and Practice Contributed by: Guido Alberto Inzaghi, Ivana Magistrelli, Silvia Gnocco and Gabriele Paladini, SI – Studio Inzaghi
SIIQs The SIIQ regime has been adopted to introduce an investment vehicle in Italy that is similar to the REITs existing in other jurisdictions. If certain requirements are met, the income from the leas - ing of real estate assets is exempt from income taxes. Real Estate SICAFs A real estate SICAF, like a REIF, is an undertak - ing for collective investments and an AIF. Unlike the REIF, the real estate SICAF is incorporated under the laws of Italy as a joint stock company with fixed corporate capital. Law No 21/2024 introduced measures aimed at simplifying the regulation of real estate SICAFs. Under the new rules, a real estate SICAF reserved to qualified investors and externally managed by a regulated management company (ie, AIFM) is no longer subject to authorisation by the Bank of Italy. Real Estate Securitisation Vehicle The real estate securitisation scheme was intro - duced in Italy in 2019. It means that a securiti - sation vehicle may purchase real estate assets and benefit from the tax and regulatory regime applicable to the vehicles for the securitisation of receivables. Form an income tax perspective, the securitisa - tion vehicle does not own the profits of its activ - ity and, consequently, is not subject to income taxes. The proceeds of its activity must be used to reimburse the securitisation notes. 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% (ie, IRES) and regional tax on produc - tive activities of approximately 3.9% (ie, IRAP). Special rules are provided for the tax deduc - tion of certain interest expenses. From 1 Janu - ary 2024, there are no tax incentives for equity injections. Capital gains from the sale of participation in these companies may benefit from the participa - tion exemption regime (with an effective tax rate of 1.2%) if certain requirements are met. The new property-rich companies rule intro - duced in 2023 should be considered in cross- border investment structures, with reference to the capital gains on the disposal of the participa - tion (exit phase). REIFs and real estate SICAFs are exempt from IRES and IRAP on productive activities. IRAP on productive activities may apply to real estate SICAFs in limited cases. Investors in REIFs and real estate SICAFs may benefit from a withholding tax exemption on profits distributed by the REIF/real estate SICAF if certain requirements are met. For example, in case of foreign pension funds or foreign invest - ment funds having certain features (both in case of direct or indirect investment into REIFs and real estate SICAFs). Foreign investors may also benefit from a tax exemption on capital gains from the sale of participation in REIFs and real estate SICAFs. The real estate securitisation vehicle is not sub - ject to IRES or IRAP on productive activities
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