Italy Tax Agency Clarifies VAT Treatment of Share Transfers in Reorganizations

The Italian Revenue Agency March 2 issued Letter No. 59/2026, clarifying the VAT treatment of share transfers in reorganizations. The taxpayer, a holding company, agreed to waive certain share transfer limitations, the right of first offer, and right of co-sale, in return for consideration in an intra-group share transfer as part of a reorganization. The taxpayer sought clarification on whether such waivers were subject to VAT, or exempt as transactions related to shares. Upon review, the Tax Agency clarified that: 1) under Court of Justice of the European Union (CJEU) case law, only securities transactions that produce direct effects on ...