Buying an Italian Company: Share Deal vs Asset Deal (2026)

A foreign company or investor that wants to buy an existing Italian business usually has two routes. It can buy the quotas of the Italian SRL, leaving the company and everything inside it in place, or it can buy the business (azienda) or a branch of it, moving selected assets, contracts and people into a new or existing vehicle. The two routes are often described as a choice between liabilities and tax step-up. That is directionally right and practically incomplete: Italian law imposes its own succession rules on a business transfer, and those rules can give the buyer more liabilities than the balance sheet suggests.

This guide sets out the position applicable on 27 October 2026. It is written for a foreign buyer at the term-sheet stage and focuses on what changes between the two structures in Italian law: formalities, registration tax, liability, tax basis and due diligence. It does not replace advice on the specific target, the financing or the buyer's home-country tax position.

The short answer

In a share deal the buyer acquires quotas in an SRL. The company does not change: its VAT number, contracts, employees, licences, tax history and liabilities stay where they are. A quota transfer can follow the authenticated-signature route under article 2470 or the eligible digital-signature route under article 36(1-bis) of Decree-Law 112/2008; it is filed at the Business Register and attracts fixed registration tax plus separate stamp duty and charges. Protection comes from due diligence, warranties, indemnities and price mechanics, not from a statutory ring-fence around the company's past. The purchase does not itself step up the tax bases of the target's assets. A buyer who becomes the sole shareholder must also consider article 2462 liability if the company becomes insolvent and capital-payment or sole-shareholder publicity requirements were not fulfilled.

In an asset deal the buyer acquires the business as a going concern, or an autonomous division of it. Allocating the price to qualifying assets can give the buyer a new tax basis and future deductions; assets outside the business perimeter remain with the seller. But Italian law makes the business transfer a succession in several respects: certain contracts and employees pass by law, the buyer can be liable for the seller's business debts recorded in mandatory accounting books and for certain tax debts, and registration tax is proportional. The asset deal is not a clean "buy the good assets, leave the liabilities" instrument.

The commercial question is therefore not "which structure has fewer liabilities" but "where do I want the liabilities to sit, and what am I paying to move the tax basis".

What a share deal actually transfers

A share deal transfers the quotas, not the company's assets. The target remains the same legal person, with the same creditors, employees and tax file. The buyer becomes a shareholder in the company rather than acquiring its assets directly; control depends on the stake and rights acquired.

The notarial route is set by article 2470 of the Civil Code: an authenticated-signature deed is deposited within thirty days by the authenticating notary at the Business Register for the company's registered office. Alternatively, article 36(1-bis) of Decree-Law 112/2008 permits an eligible digitally signed, time-stamped deed, deposited within thirty days by an authorised professional intermediary; Agenzia instructions also provide for its telematic tax registration. Under article 2470 the transfer has effect against the company from deposit, not merely from signing. If the same quota is sold to several people, the one who first registers in good faith is preferred, even if the other deed is earlier. Choose the route before agreeing the closing sequence: tax registration, deposit and completed register entry are distinct steps.

Tax registration is separate from the Business Register deposit. For an instrument formed in Italy, the general article 13 of DPR 131/1986 deadline to request tax registration is now thirty days, following article 14 of Decree-Law 73/2022. The 2009 digital-route instructions still print the former twenty-day tax deadline; do not use that older number for a 2026 instrument.

Registration tax on each quota transfer is fixed, not proportional to price: the amount was raised from €168 to €200 with effect from 1 January 2014. The tax is not a percentage of the consideration, so a €10 million quota sale and a €100,000 quota sale attract the same registration tax per transfer. Agenzia delle Entrate confirms that stamp duty is also due on quota-transfer instruments. The Chamber of Commerce tariff explanation identifies €15 for the notarial/public-official route with telematic registration, not as a universal charge for an intermediary-filed digital deed. Check the stamp treatment of the chosen route; Business Register fees and professional charges are separate. The €200 figure is registration tax only, not an all-in closing cost.

One trap is easy to miss. Where a single deed contains several transfers, the tax office does not treat the document as one taxable act. In resolution 35/E of 2015, the Agenzia delle Entrate confirmed the case law: several sellers selling to one buyer, or one seller selling to several buyers, are separate dispositions, each attracting its own fixed tax. A deal with four selling shareholders should budget four fixed amounts, not one.

If the purchase makes the SRL wholly owned by a single person, or changes the identity of its sole shareholder, article 2470 separately requires the directors to file a declaration identifying that shareholder within thirty days of the ownership change. The sole shareholder can also make the filing. This publicity is distinct from depositing the transfer instrument.

What the buyer inherits is the company's history. That includes its contracts, employees, tax losses, disputes and debts. Italian law does not create, for a share transfer alone, the buyer-side joint liability under article 14 applicable to a business transfer. The company remains the debtor; the buyer owns the debtor. There is a distinct single-member exception under article 2462: on the company's insolvency, the sole shareholder can be personally liable for obligations arising during sole ownership if capital contributions were not made as required or the article 2470 publicity was not completed. Even without that exception, an assessment or judgment against the target after closing reduces the value of the quotas. Buyers can seek contractual protection through warranties, specific indemnities and negotiated escrow or holdback; warranty and indemnity insurance may be considered where appropriate. Review change-of-control clauses in facilities, supply contracts, leases and concessions before signing: the company remains the contract party, but a contractual condition may still be triggered by its new ownership.

What an asset deal actually transfers

An asset deal transfers the azienda, or a ramo d'azienda (an autonomous business division): the organised set of assets and relationships used to carry on the business. The buyer can define the perimeter, but Italian law then attaches consequences to the transfer of that perimeter.

Form and publicity.

For businesses subject to registration, article 2556 of the Civil Code requires the transfer contract to be proven in writing, without prejudice to forms required by the nature of the contract or for individual assets. A contract in public form or authenticated private form must be deposited for entry in the Business Register within thirty days by the notary who received or authenticated it.

Contracts.

Under article 2558, the buyer of the business succeeds in the contracts made for carrying it on, unless otherwise agreed, and excludes contracts of a personal character. The counterparty can withdraw within three months of learning of the transfer if there is just cause, and in that case the seller is liable. The "unless otherwise agreed" opening is useful, but it operates between the parties; the counterparty's statutory withdrawal right is a separate risk.

Receivables.

Article 2559 makes the assignment of business receivables effective against third parties from the entry of the transfer in the Business Register (iscrizione), even without notification or acceptance. The debtor is discharged if it pays in good faith to the seller. Check the receivables ledger and the date of completed register entry, not merely the date the filing application was submitted.

Non-compete.

Article 2557 ordinarily restrains the seller, for five years after transfer, from starting a new business that could divert the transferred business's customers because of its object, location or other circumstances. Check the covenant's scope against that rule and the facts, rather than assuming a general ban on all competition.

Debts.

This is a significant buyer-side liability rule. Under article 2560, the seller is not released from pre-transfer business debts without creditor consent. On transfer of a commercial business, the buyer is also liable for such debts if recorded in the mandatory accounting books. The buyer can therefore acquire the business and still be pursued for qualifying debts of the seller. The price and payment mechanics should reflect that exposure, and the seller's creditors should be identified before closing.

Employees.

Article 2112 provides that, in a business transfer, the employment relationship continues with the buyer and the employee keeps all rights. Seller and buyer are jointly liable for employment-related amounts owed to the worker at transfer; the worker can release the seller through the procedures in articles 410 and 411 of the Code of Civil Procedure. The buyer must apply the national, territorial and company collective agreements in force at transfer until they expire, unless replaced by other agreements applicable to the buyer's business at the same level. The transfer is not in itself a ground for dismissal, and a worker whose working conditions are substantially modified in the three months after transfer can resign with the effects of article 2119. The rule also covers a functionally autonomous part of the business; the deed's employee list cannot itself exclude staff within the transferred business.

Where the business employs more than fifteen workers, including when a part of that business is transferred, article 47 of Law 428/1990 as reproduced in the 2024 amendment also requires seller and buyer to provide prescribed written union information at least twenty-five days before the transfer instrument is completed or an earlier binding agreement is reached. A written union request within seven days triggers joint consultation. This timetable belongs in the signing plan, not merely in post-closing HR integration.

Tax debts.

The current article 14 of Legislative Decree 472/1997 makes the buyer of a business or branch jointly liable, with the benefit of prior recourse against the seller and up to the value of the business, for tax and penalties relating to violations committed in the year of the transfer and the two preceding years, and for those already assessed and contested in that period even if the violation is older. The liability is limited to the debt resulting, at the transfer date, from the acts of the tax offices and of the entities responsible for assessing their taxes. The offices must issue, on request, a certificate of pending and defined disputes for which the debts have not been settled. A negative certificate releases the buyer, and the buyer is also released if the certificate is not issued within forty days of the request. The protection is not absolute: the limitation does not apply where the transfer was carried out to defraud tax creditors, including through a split sale of individual assets, and fraud is rebuttably presumed where the transfer occurs within six months of the formal finding (constatazione) of a criminally relevant violation.

The current wording, applicable since 29 June 2024, of article 14(5-bis) excludes this joint liability for transfers carried out in the context of the negotiated settlement of the crisis (composizione negoziata della crisi) or of one of the judicial crisis and insolvency tools under Legislative Decree 14/2019, while preserving the fraud exception in article 14(4). The Agenzia delle Entrate confirmed the scope of the exclusion in ruling 9/2026.

The practical conclusion is uncomfortable but clear: an asset deal does not avoid succession by drafting. It selects which statutory successions apply, and it prices them.

The tax bill at closing

The two routes are taxed on different bases and at different moments.

Item	Share deal	Asset deal
Registration tax	Fixed €200 per independent transfer, regardless of price; stamp duty and filing charges additional	Usually 3% for movable/intangible business assets; ordinary real estate generally 9% subject to exceptions; allocated receivables 0.5%
Base	Fixed registration tax, not a percentage of the quota price	Business value including goodwill, qualifying liabilities and applicable consideration rules; not merely net book value
Allocation	Not relevant to registration tax	Component rates where the deed or annex allocates the consideration; without allocation, the highest applicable rate applies
Recurring effect	No underlying-asset step-up merely from purchasing quotas	New acquisition values; qualifying assets depreciated or amortised under applicable conditions, goodwill generally no faster than 18 years

For a genuine business transfer, the starting point is the 3% rate for ordinary movable and intangible components in article 2 of Part I of the register-tax tariff; ordinary real estate generally bears 9% under article 1, subject to applicable exceptions, and allocated business receivables 0.5%. The 2024 reform expressly codified component-by-component allocation, a principle previously inferred in practice; under article 9(3) of Legislative Decree 139/2024 it applies to relevant instruments from 1 January 2025. Under article 23(4) of the register-tax decree, each component's rate applies if the deed or annex allocates consideration to it; liabilities are allocated among movable and immovable components in proportion to their value. Without allocation, the highest applicable rate applies to the consideration. A genuine transfer of an azienda or ramo is outside the scope of VAT under article 2(3)(b) of DPR 633/1972; a sale of individual assets is not automatically treated the same way.

Article 51(2) starts from the market value of the business assets, including goodwill, less liabilities relating to the business recorded in mandatory books or documents of certain date, except those the seller expressly undertook to pay; special exclusions and the agreed consideration must also be considered. The Agenzia delle Entrate's circular 2/E of 14 March 2025 explains the current allocation and base rules and confirms that the tax office checks whether the allocation is congruent. Do not treat net book value or an arbitrary allocation as the tax base.

An illustration shows why closing tax is not the whole story. If the applicable taxable base of a business is €2 million entirely allocated to components taxed at 3%, registration tax is €60,000; one quota transfer instead attracts €200 of registration tax, plus stamp duty and other charges. The business buyer may recover qualifying acquisition costs through depreciation or amortisation. Ordinary land with unlimited useful life is not depreciated; land with an exhaustible use, such as a qualifying quarry or landfill site, needs separate analysis. Inventory follows its own rules. A quota purchase does not itself increase the target's existing asset bases. Any benefit from new deductions depends on actual allocation, qualifying assets and taxable profits.

Tax basis and step-up: what the buyer is really paying for

In an asset deal, acquisition values of transferred assets may form the buyer's new tax bases. Qualifying depreciable or amortisable assets yield deductions over the applicable period; land and inventory do not generally follow that same schedule. For goodwill recognised in the business buyer's balance sheet, old TUIR article 103(3) (through 31 December 2026; article 112(3) of the new TUIR from 1 January 2027) limits annual deductions to one eighteenth of the value. For an Italian-accounting-standards buyer, assuming the accounting and tax conditions permit the full annual deduction, €600,000 properly allocated to qualifying goodwill produces a maximum annual deduction of about €33,333: at ordinary 24% IRES, the illustrative effect is €8,000 only if sufficient taxable profits are available and that rate applies. For IAS/IFRS buyers, Legislative Decree 148/2026, article 5 introduced additional income-statement timing conditions for goodwill recognised from the tax period following that in progress on 31 December 2025, with defined exceptions. Recognition alone does not guarantee the illustrated annual deduction. This is not a promised cash saving; timing and financing also matter.

In a share deal, the purchase alone does not increase the target's asset tax bases: the company remains the taxpayer and retains its historical asset bases. The buyer acquires a cost basis in the participation, relevant principally on disposal and also for other basis-dependent events such as capital-reserve distributions. For a qualifying Italian corporate seller, the participation exemption can exclude 95% of the gain where old TUIR article 87 (new TUIR article 96 from 1 January 2027) applies; the conditions must be checked, not presumed. Individual-seller taxation depends on the seller's position. The target's tax losses and other attributes remain with the company, subject to the change-of-control rules to be checked case by case.

For an Italian corporate seller of the business or division, old TUIR article 86(2) and (4) (new TUIR article 95(2) and (4) from 1 January 2027) brings the gain, including goodwill, into business income. Where the business or division has been held for at least three years, the seller may elect the statutory spread over the year of disposal and up to four subsequent years. This is the seller's tax issue, not a deduction for the buyer; the seller's tax residence and particular position need separate advice.

The asset deal can provide acquisition values for qualifying assets but bears component-dependent tax and statutory succession. The share deal preserves company continuity and existing asset bases; it has a fixed quota-transfer registration tax, but it also carries the company's history and separate stamp and filing costs.

Due diligence changes with the structure

The questions are not the same, because the risk sits in different places.

Area	Share deal focus	Asset deal focus
Perimeter	The whole company, including what is not in the business plan	The assets, contracts and people actually transferred; what remains with the seller
Liabilities	Tax, labour, commercial and environmental liabilities inside the target; change-of-control clauses	Business debts recorded in mandatory accounting books under article 2560; tax debts and the article 14 certificate; creditors' consents
Contracts	Whether the target can keep them after the change of control	Whether each contract is assignable, personal or requires consent; the three-month withdrawal right
Employees	Cost, seniority, disputes, collective agreement, TFR	Staff legally within the transferred business, joint liability for amounts owed at transfer, article 47 union notice and consultation where applicable
Assets	Condition, ownership, leases, IP, permits	Title, leases, licences, software, real estate and environmental status of the site
Tax	Returns, assessments, VAT, transfer pricing, withholding, losses, prior distributions	The article 14 certificate, the allocation of price, registration tax and the deductibility of the new basis

The public file is the starting point for a share deal. An Italian SRL files its annual accounts at the Business Register, often in XBRL, and the guide to reading Italian company accounts explains what the filing does and does not show. Filed accounts alone are insufficient to resolve a pending assessment, a side letter, a shareholder guarantee or a customer contract with a change-of-control clause; request the underlying files and ask direct questions. The SRL tax calculation guide helps to read the tax charge and the reconciliation, while the transfer pricing guide covers the related-party flows a foreign parent often has to document.

For an asset deal, requesting the article 14 certificate early is prudent buyer protection, not a mandatory formality for every closing. A negative certificate, or the statutory failure to issue it within forty days of the request, can release the buyer under that article; fraud is an exception. Document the business perimeter, the relevant contracts and employees carefully, but a schedule cannot override statutory succession: staff transfer if article 2112 applies to the business actually transferred.

Golden power and other approvals

Both

acquisitions of shares and transfers of a business or strategic assets can fall within Italy's golden power screening under Decree-Law 21/2012. The government can impose conditions or oppose certain transactions. Whether notification is required depends on the actual business or assets and the applicable rules, including the buyer's status; it is a separate analysis from Business Register filing and merger control. Ask Italian counsel to screen both proposed structures before signing, alongside sector licences and contractual change-of-control conditions.

Anti-abuse and recharacterisation

Article 10-bis of Law 212/2000 addresses arrangements lacking economic substance that essentially secure undue tax advantages. It also expressly preserves the freedom to choose between lawful transactions with different tax burdens. A genuine share purchase is not automatically a disguised business sale merely because its registration tax is fixed; lower tax alone does not establish abuse. The separate question of a genuine business transfer's taxable allocation is subject to the tax office's congruence check, while article 14(4) separately addresses fraud against tax creditors. Record what is actually being transferred and why, but do not treat a valuation or business plan as a statutory safe harbour.

Decision table

Factor	Share deal	Asset deal
What the buyer acquires	Quotas in the SRL; the company and its business	The business or branch, as a going concern
Closing tax	€200 registration tax per quota transfer, plus stamp and other charges	3% ordinary movable/intangible components; 9% ordinary real estate subject to exceptions; 0.5% allocated receivables
Buyer's statutory liability	The company remains the debtor; no article 14 liability from the quota purchase itself, subject to the separate article 2462 single-member rule	Business debts recorded in mandatory accounting books under article 2560; tax debts under article 14; employees under article 2112
Contracts and employees	Stay with the company	Transfer by law, with the article 2558 withdrawal right and article 2112 protections
Tax basis	Target retains historical asset bases; share cost matters in basis-dependent events	New acquisition values; qualifying deductions, with IAS/IFRS goodwill timing conditions from 2026
Due diligence	Company-wide, including tax history and change-of-control clauses	Perimeter, consents, article 14 certificate, allocation
Best fit	A buyer who needs continuity and can price the company's history	A buyer who wants a defined business perimeter and can price the applicable taxes and statutory succession

What this guide does not cover

It does not cover merger control, the thresholds and sector list of the golden power regime, listed companies, banking, insurance or asset-management targets, real estate due diligence, environmental remediation, collective redundancy procedures, tax consolidation, acquisition financing, the buyer's home-country tax treatment, or the position of a target that is already in a crisis procedure. Nor does it cover separate rules for a business division transferred in judicial liquidation or another insolvency sale, where the statutory liability picture and the article 14 exclusion can differ. Each of those requires a separate analysis on the specific file.

Sources

• Civil Code: article 2470 (quota publicity), article 2556 (business transfer form), article 2557 (non-compete), article 2558 (contracts), article 2559 (credits), article 2560 (debts), and article 2112 (employees).
• Civil Code, article 2462 — separate sole-shareholder liability where capital payment or publicity conditions fail; Law 428/1990, article 47 as reproduced in Legislative Decree 136/2024, article 55 — union notice and consultation.
• Article 36(1-bis), Decree-Law 112/2008 — digital alternative explained in Agenzia circular 58/E/2008; Agenzia director's provision of 1 April 2009 — telematic registration.
• Decree-Law 73/2022, article 14, converted and reproduced with the amended DPR 131/1986 article 13 — general tax-registration period extended to thirty days. The older 2009 digital-route provision still prints the superseded twenty-day tax-registration limit.
• Decree-Law 12 September 2013, no. 104, article 26 — fixed registration tax raised to €200 from 1 January 2014.
• Agenzia delle Entrate, resolution 35/E of 2 April 2015 — several transfers in one deed.
• Agenzia delle Entrate, stamp duty and registration tax on quota transfers.
• Ferrara-Ravenna Chamber of Commerce — stamp tariff for telematically registered notarial/public-official quota-transfer instruments and separate Business Register filings.
• Agenzia delle Entrate, circular 2/E of 14 March 2025 — 2024 reform of registration tax, allocation of price and taxable base.
• Legislative Decree 139/2024, article 9(3) — application of the indirect-tax reform from 1 January 2025; Agenzia ruling 432/2019 — ordinary business component rates and VAT exclusion.
• Current article 14 of Legislative Decree 472/1997 — tax liability on business transfer.
• Agenzia delle Entrate, ruling 9/2026 — article 14(5-bis) and crisis procedures.
• Decree-Law 200/2025, article 4 — commencement of the consolidated tax-sanctions code postponed to 1 January 2027.
• Agenzia ruling 429/2021 — old TUIR article 103(3) and goodwill deduction; new TUIR, articles 112(3) and 377 — goodwill and 2027 commencement; Agenzia IRES — ordinary 24% rate.
• OIC 16, current text paragraph 60 — ordinary land and exhaustible-use exceptions; Legislative Decree 148/2026, article 5 — IAS/IFRS goodwill timing conditions and transition.
• Old TUIR article 87 — Agenzia Redditi SC 2026 instructions on the 95% participation exemption; new TUIR article 96 and commencement article 377; Agenzia resolution 97/E/2017 — no underlying-asset step-up in an indirect transfer; Agenzia ruling 481/2022 — participation basis and capital distributions.
• Agenzia ruling 151/2022 — business or division sale gains under old TUIR article 86(2) and (4); new TUIR article 95(2) and (4) — business gain and spreading election.
• MEF guidance — golden power covers acquisitions and business/strategic asset transfers; Law 212/2000, article 10-bis — abuse and freedom of choice.

Frequently asked questions

Is buying the shares of an Italian SRL safer than buying its business?

Not automatically. A share purchase leaves the company and its liabilities in place, while a business transfer can make the buyer liable for the seller's debts recorded in mandatory accounting books under Civil Code article 2560 and certain tax debts under article 14 of Legislative Decree 472/1997. Employees also transfer under article 2112. A quota purchase does not itself trigger those business-transfer rules, but an insolvent single-member SRL can expose its sole shareholder to article 2462 liability if statutory conditions are not met.

Does the buyer of an SRL inherit the company's tax debts?

The company remains the taxpayer and debtor. A quota purchase does not itself make the buyer jointly liable under article 14 of Legislative Decree 472/1997 for the target's tax debts. A separate exception matters for an insolvent single-member SRL: under Civil Code article 2462, its sole shareholder can be personally liable for obligations arising during sole ownership if statutory capital-payment or sole-shareholder publicity conditions were not met. An assessment against the company also reduces the investment's value, so review its tax history and negotiate appropriate protection.

Is a notary required to transfer quotas in an SRL?

Not always. Article 2470 of the Civil Code provides for an authenticated-signature deed deposited by the notary at the Business Register within thirty days. Article 36(1-bis) of Decree-Law 112/2008 also permits an eligible digitally signed and time-stamped deed deposited there within thirty days by an authorised professional intermediary. Tax registration is separate: for an instrument formed in Italy, the general deadline is thirty days under article 13 of DPR 131/1986 as amended in 2022. The transfer takes effect against the company from Business Register deposit.

How much registration tax is due on a share transfer?

Each independent transfer generally attracts fixed registration tax of €200, regardless of the quota price; several transfers in one deed may attract multiple fixed amounts. Stamp duty, Business Register charges and professional fees are separate, so €200 is not the all-in cost.

How much registration tax is due on a business transfer?

Ordinary movable and intangible components generally attract 3% registration tax, ordinary real estate 9% subject to exceptions, and allocated business receivables 0.5%. For relevant acts from 1 January 2025, the 2024 reform expressly codified separate component rates where the deed or its annexes allocate consideration; without allocation, the highest applicable rate applies. The base takes account of business value, goodwill, qualifying liabilities and the consideration, not simply net book value. A genuine transfer of the business is outside VAT.

Does the buyer of a business take on the employees?

Yes. Under article 2112 of the Civil Code the employment relationship continues with the buyer and the employee keeps all rights, including seniority. Seller and buyer are jointly liable for employment-related amounts owed at transfer; transfer alone is not grounds for dismissal. The rule also covers a functionally autonomous business division. If the business employs more than 15 workers, article 47 of Law 428/1990 can also require written union notice at least 25 days before completion or an earlier binding agreement, with consultation on a timely union request.

Next step

The structure should be chosen after the target's tax file, contracts and employee position have been read, not before. If you are comparing a share purchase with an asset purchase for a specific Italian target, request a quote and our Italian accountants will set out the closing steps, the tax cost and the due diligence points for the route you are considering.