The generational transition: the succession of company know-how

However, even before explaining the reasons and the additional benefits currently in force in our system, it is useful to take a step back.

In our system the term generational transitionentrepreneurial managementcompany know-how

The succession implemented in this step contributes to business continuitymultiplefactorsprofessionals

The first of these instruments on the subject is undoubtedly art. 3, c. IV-ter of Consolidated Law on Inheritance and Donationsexempts transfers in favor of descendants and spouses of companies or branches thereof, as well as company shares and shares, from indirect taxation.

To obtain tax exemption from inheritance taxes, it is necessary to comply with a series of requirements which vary according to the object of transfer:

• In the case of the transfer of shares or shares in a joint-stock companyacquires or integrates control of the company
• In the case of the transfer of shares in a partnershipbuyer to continue
• Finally, in the event of the sale of the entire company or a business branchto continue operating

  It is worth remembering here that, if you benefit from the free purchase of thecompany, it is mandatory to submit not only the succession declaration or the deed of donation but also (depending on the case) the declaration of continuation of the business for at least 5 years.

  In particular, however, the additional institutions and tools functional to the facilitation or fiscal optimization of the generational transition provided for by our legal system are of interest, namely:

  1. THE CREATION OF A HOLDING COMPANY

  If the shareholding in the share capital meets the PEX requirementsHolding

  • THE DONATION OF BARE OWNERSHIP

  This institution, expressly provided for by the legislator, gives the founder the possibility of donating ownership of the companythe usufruct of the company

  With this institution, the heir is given initial access to the business activity, reserving ownership of the shareholdings to him. However, the original foundermanager

  From a tax point of view, this solution also brings advantages, first of all the possibility of obtaining a reduction of the taxable base

  Furthermore, the proportionalityvalueage

  Finally, upon the death of the usufructuary, the consolidation of bare ownership and usufruct on the heirs will take place free of charge.

  • THE TRUST

  Finally, a useful tool for  generational transition of the company, is certainly constituted by the Trust.

  This is an instrument with which it is possible to provide that the beneficiaries are the legitimate heirs

  Of course, the Trust is a complex toolanalysisplanning of the costs

  More in detail, for tax purposes it is noted that the dispositive deed, with which the settlor binds the assets in Trust, is a free transaction

  Therefore, with reference to inheritance and gift tax, as reported above,  it should be noted that it is due not at the moment of the establishment of the trust deed or capital endowment, but rather following the eventual final transfer of the asset to the beneficiary.

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