Assignment, Relieved Transformation and Revaluation of Business Property: What the 2027 Budget Bill Brings
The 2027 budget bill, approved by the Council of Ministers on 28 October 2026, renews for another year the relieved assignment and sale of assets to shareholders and the relieved transformation into a simple partnership (società semplice), and for the first time since 2020 adds the option of revaluing business assets. The text is still a draft, which Parliament must approve by the end of the year and which may therefore be amended, but its content already allows initial assessments to be made.
Assignment and Sale to Shareholders
The first measure allows partnerships and companies (snc, sas, srl, spa and sapa), including those in liquidation, to transfer to their members property not used directly in the business, such as let, vacant or for-sale properties, as well as movable assets entered in public registers that are not used in the business, such as cars and boats. The transfer may take the form of an assignment, against the cancellation of profit or capital reserves, or take place on the occasion of withdrawal, liquidation or capital reduction, or, again, be made by way of a sale to the members. In every case the company, instead of ordinary taxes, must pay a substitute tax of 8% on the difference between the value of the asset and its tax cost, a rate that rises to 10.5% for companies found to be non-operating in at least two of the three preceding years.
The advantage is heightened by the fact that, for property other than building land, the company may use the cadastral value instead of the market value, obtained by multiplying the cadastral income by the registration tax coefficients and often considerably lower. In the case of a sale, if the agreed price is lower, the tax is in any event calculated on the market value or, at the company's choice, on the cadastral value. The relief also extends to indirect taxes, with registration tax halved and mortgage and cadastral taxes applied at a fixed amount, while VAT, where due, remains subject to the ordinary rules.
On the members' side, the portion of value already taxed at company level is not taxed again, while for the remainder one must look to the reserves cancelled. Since the rule under which profits are deemed to be distributed first is disapplied, the company may allocate the assignment to capital reserves even where profit reserves are present in the balance sheet. In the first case the value received reduces the tax cost of the shareholding, increased by the portion already taxed, and the member pays tax only on any excess, which constitutes investment income; in the second case, for capital companies only, the portion not covered by the substitute tax constitutes a dividend, subject for individuals to the 26% withholding tax. Reserves in suspended taxation, which if distributed would be taxed both at company level and in the hands of the members, also benefit from favourable treatment: if cancelled through the relieved assignment, they are in fact subject to a 13% tax with final effect for the members as well. Whether the measure is worthwhile must therefore be assessed case by case, starting from the composition of net equity, which must in any event contain reserves sufficient to cover the book value of the asset.
Transformation into a Simple Partnership
Where the company merely manages property by collecting rents, without providing additional services, transformation into a simple partnership (società semplice) may prove more effective than transferring the assets to the members. The property in fact remains owned by the company itself, which however leaves the business regime: from that point onwards its income is taxed under the rules applicable to private individuals and, since the holding period already accrued is preserved, a sale made more than five years after purchase generates no taxable capital gain, unless building land is involved. The substitute tax is the same as that provided for the assignment, while registration, mortgage and cadastral taxes apply at a fixed amount, as for any transformation.
Before proceeding, however, it must be borne in mind that the transformation affects all of the company's assets, including those that fall outside the relief and are therefore taxed in the ordinary way, and that in capital companies the existing profit reserves are attributed to the members in the following year, with application of the 26% withholding tax for individuals.
Alongside these measures, the bill renews, under its own rules, the withdrawal of an individual entrepreneur's instrumental property from the business, which may concern assets held at 30 September 2026 and be carried out between 1 January and 31 May 2027, with a tax of 8% payable as to 60% by 30 November 2027 and as to the remaining 40% by 30 June 2028.
What Changes Compared with 2026
Compared with the 2026 edition, rates and rules remain unchanged: assignments, sales and transformations must be carried out by 30 September 2027, and all members must be entered in the shareholders' register at 30 September 2026, or be entered in it within thirty days of the entry into force of the budget law, on the basis of a deed with a certain date prior to 1 October 2026. The deadline for payment of the substitute tax, on the other hand, changes: whereas past editions provided for payment of 60% by 30 September and the remaining 40% by 30 November, for 2027 the substitute tax must be paid in a single instalment by 30 September 2027.
Revaluation of Business Property
Revaluation answers the opposite need, that of those who wish to keep the property in the company while updating its tax value. It is available to capital companies, commercial entities, snc and sas that do not adopt international accounting standards, while those that do may obtain a similar realignment of values. The operation concerns property entered in the balance sheet at 31 December 2025, excluding building land and trading stock property, and must be carried out in the 2026 financial statements, including for individual properties and in any event up to the value actually attributable to the asset. The higher value is recognised for tax purposes upon payment of a substitute tax of 8% for depreciable property and 4% for other property, payable in a single instalment together with the balance of the 2026 taxes; the reserve that arises in the balance sheet remains in suspended taxation and may be released, in whole or in part, by paying a substitute tax of 10% (net of the amount already paid to perfect the revaluation option for tax purposes).
The benefits, however, arise only over time, after a tax monitoring period: for depreciation purposes the higher value counts from 2029, while for capital gains one must wait until 2032: if the property is sold, assigned to the members or allocated to purposes unrelated to the business before that date, the capital gain is calculated on the cost prior to the revaluation. The comparison with the last general revaluation, provided for by Decree-Law No. 104 of 2020, therefore shows less favourable conditions, because the tax was then 3% for all assets and could be paid in three annual instalments, while the new value counted for depreciation from the following year and for capital gains from the fourth.
When Each Measure Is Worth Considering
The measures therefore pursue different purposes and, for each property, must be assessed as alternatives. Assignment or relieved sale is suitable where the property is used by the members or their family members, where the aim is to separate personal from business assets, for example in view of a generational handover or the sale of the company, or where the company no longer carries on an operating activity. Transformation into a simple partnership is instead suited to passive property-holding companies that wish to leave the business regime without dividing the assets among the members. Revaluation, finally, is useful for property intended to remain in the company for a long time and entered at values far below current ones.
Since the text may still be amended during parliamentary examination, it is prudent to defer decisions until final approval, but it is useful to begin the preliminary checks now on the date the members joined, the actual use of the properties, the relationship between cadastral value and tax cost, the composition of the reserves and the liquidity needed for payment. Having these elements available will make it possible to choose the most suitable instrument and to complete the operations within the deadlines.
