Through preventive analysis and verification activities, Studio Bonaccorsi, chartered accountants in Catania, assists holding companies in operating with transparency and structural consistency, reducing the risk of tax disputes and strengthening the solidity of the corporate structure from a legal, tax and managerial perspective.
In recent years, the guidelines issued by the Italian Ministry of Economy and Finance to the Italian Revenue Agency have drawn increasingly strict boundaries regarding the use of holding structures. The improper use of holding companies may constitute “abuse of law” under Italian tax principles, meaning that the validity of the structure cannot rely solely on tax savings but must instead be supported by genuine economic substance and business rationale.
Risk of Tax Challenges
Holding companies that are unable to clearly demonstrate economic, managerial or asset-protection reasons for their existence — and which appear primarily oriented toward obtaining tax advantages — may naturally become targets for tax audits by the Italian Tax Authority.
In practical audit activity, the attention of tax offices often focuses on recurring situations such as:
- accumulation of profits without financial, investment or governance justification;
- failure to distribute dividends without adequate documented reasons;
- assets owned by the holding company but used personally by shareholders without market-level compensation or with merely symbolic fees.
These situations are particularly common within family-owned structures and participation holding companies. Many of these structures originate from legitimate organizational purposes but gradually lose documentary consistency over time, thereby becoming more exposed to potential tax challenges.
Burden of Proof and Documentation
Although the burden of proving abuse of law formally remains with the tax administration, the taxpayer’s ability to document the strategic rationale behind the structure has become increasingly important from a preventive standpoint.
This includes the ability to justify and document:
- the existence and function of the holding company itself;
- the main governance and financial decisions adopted over time, including dividend retention policies.
In this context, the difference between a “proper” holding company and a “defensible” holding company often lies not in the structure itself, but in the quality, consistency and coherence of the documentation explaining its business purpose.
Extraordinary Transactions and Reorganizations
Particular scrutiny is often directed toward extraordinary transactions involving holding companies, including:
- contributions of shares or business units;
- demergers and corporate spin-offs;
- corporate reorganizations;
- generational transfer planning.
These transactions are fully legitimate under Italian corporate and tax law. However, they may become subject to critical review when they are not supported by a clearly identifiable industrial, organizational or continuity-based project.
Without such overall consistency, even formally correct transactions may later be interpreted as instruments aimed exclusively at obtaining tax advantages, with the consequent risk of reclassification by the tax authorities.
Our Preventive Review Activity
In light of these regulatory and interpretative developments, Studio Bonaccorsi has developed a dedicated holding-company review checklist designed to analyze the solidity of the structure and strengthen its supporting documentation through activities focused on:
- verifying the consistency of the corporate structure with economic substance standards;
- identifying and correcting weaknesses in corporate resolutions and governance documentation;
- assessing the proper management of assets and financial flows to ensure that the holding company operates within a framework of tax regularity and corporate resilience.
Through this preventive approach, Studio Bonaccorsi assists entrepreneurs and corporate groups operating in Catania and throughout Italy in strengthening the legal, tax and managerial robustness of their holding structures.