Receivables from shareholders are among the balance sheet items most exposed to reclassification by tax authorities. Not because the practice is unlawful, but because in practice it is rarely documented.

A shareholder withdrawal recorded in a receivables account, without a contract, an interest rate, or a repayment deadline, is one of the most widespread practices in family-owned companies. It is also one of the most fragile. The reason is systemic: distributing profits is tax-costly, while withdrawing funds as a loan is not, yet the economic outcome for the shareholder is equivalent. Where the form is not properly safeguarded, the tax authorities will look through to the substance of the transaction.

The issue deserves to be addressed before the receivable becomes entrenched in the financial statements, not after: defending a shareholder receivable that has accumulated over the years is among the hardest positions to sustain, precisely because the time elapsed without repayment is itself the strongest circumstantial evidence against the taxpayer.

The tax angle: three directions of reclassification

The challenge can take three distinct directions.

The most frequent is reclassification as a distributed profit, taxed to the shareholder as investment income. The Supreme Court has upheld this outcome even where the payment was formally presented as repayment of an earlier loan from the shareholder to the company (Cass. No. 18370/2021): the form of the transaction does not prevail over its economic substance when the former is not supported by consistent documentary evidence.

The second direction concerns a shareholder who also holds management positions or performs work for the company: in that case, withdrawals may be reclassified as compensation, subject to progressive taxation and possible social security implications. A consistent line of reasoning emerges from case law on partnerships, where withdrawals exceeding profits earned have been held taxable to the partner absent proof that they constituted a genuinely structured and interest-bearing loan (Cass. order No. 15919/2024).

The third is the most insidious, as it reaches further back and affects the company itself: when withdrawals exceed the liquidity justifiable by declared results, the challenge shifts to undeclared revenue.

The effect commonly overlooked in practice

There is also a consequence rarely factored into preliminary assessments: an interest-free disbursement is not neutral for the company.

Absent a written determination of the interest rate, interest is calculated at the statutory rate under Article 89, paragraph 5, of the Italian Income Tax Code (TUIR), attributing to the company income it never actually received. The same transaction can therefore trigger taxation on both sides of the relationship: on the shareholder, through reclassification of the withdrawal; on the company, through deemed interest income on a receivable that generated no actual collection.

Similar consequences arise from waiving the receivable or allowing it to lapse under the statute of limitations—scenarios that are far from theoretical where long-standing, never-moved positions exist.

The corporate and insolvency law angle

The most significant aspect, however, is not the tax dimension.

A receivable from shareholders diverts resources away from the business, and this diversion takes on a different character if the company enters financial distress. In insolvency proceedings, unregulated and unrepaid withdrawals may be assessed as misappropriation of assets, exposing the management body to a liability action and, in more serious cases, to charges of fraudulent bankruptcy.

On an ordinary level, and well before any pathological scenario, exposure toward shareholders negatively affects the assessment of creditworthiness: lenders read this item as a drain on liquidity and as a sign of confusion between company assets and personal assets.

Safeguards

The transaction is fully legitimate when structured according to the same criteria that would apply to a loan granted to a third party:

• A written agreement with a certified date predating the disbursement
• A written determination of the interest rate, aligned with market conditions
• A repayment schedule with defined deadlines that are actually observed
• A resolution that accounts for the company’s interest, safeguarding against conflicts of interest where the beneficiary is also a director
• Consistency of the disbursement with the company’s financial situation: a payment to the shareholder made while the company is defaulting on payments to suppliers or tax authorities is not defensible

Among these elements, actual repayment remains the decisive factor. No documentary defense is equivalent to documented repayment.

Not whether it is permissible, but which instrument to choose

The issue, then, is not whether the transaction is permissible, but the conscious choice of instrument. Comparing a distribution, compensation, and a properly regulated loan generally leads to a more efficient and more certain outcome than the one produced, by default, by an undocumented withdrawal—provided the assessment is carried out in advance.

This is an assessment that is not limited to tax considerations: the soundness of the transaction depends on the quality of the agreement, the correctness of the resolution, and the safeguarding against conflicts of interest—aspects that belong to corporate law and that, upstream, determine the outcome of any tax challenge.