Avv. Andrea Santoro

Those who discover their score only once the tax return is already set have already lost the most important part of the advantage. The score is built in the accounting of the current financial year, and the 2026 year-end close is just ten weeks away.
How much debt can a business truly sustain? The question that matters is not how much credit the banking system is willing to grant, but how much the business can actually sustain without compromising its financial balance and its ability to keep investing.
Setting up a holding company is a decision about structure, not a technical transaction. It presupposes a fact rather than creating one, and it has its own timing: it almost always precedes the event that makes it necessary.
This is not the reopening of the state tax settlement, for which the deadlines closed on 30 April. It is the same regulation applied to an independent group, and only for authorities that resolved to apply it by 31 July 2026.
Since 2024, the Italian tax system has featured a reserved assurance function, independent from both the company and the tax authorities, structured on the model of auditor independence rather than that of advisory services. For companies already admitted to the regime, the first attestation of operating effectiveness is due by December 31, 2026.
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.
Those who did not pay by July 31 have not forfeited the benefit: the quinquies has changed the rules of the game. But that margin is used up only once, and the bill comes due with the final installment. In the days following the deadline for the first installment, we received numerous inquiries from businesses convinced they had lost the facilitated settlement.
It is not uncommon in the life of an S.r.l. for shareholders to feel the need to distribute profits in a manner different from their respective shareholdings. The reasons can vary widely: a shareholder who has contributed more significantly to the company's results, the desire to reward the operational input of some over others, or simply family dynamics suggesting an asymmetrical distribution.
With the reopening of the terms for the 2026-2027 biennium, many entrepreneurs and professionals find themselves asking the same question that accompanied the last two years: is it worth accepting the income proposal formulated by the Italian Revenue Agency, or is it more prudent to stay out?
Anyone preparing to sell or acquire a business, or to take part in a merger or contribution in kind, sooner or later faces the same question: what exactly is due diligence, and why is it so decisive for the outcome of the transaction? In simple terms, it is the fact-finding investigation that precedes signing and makes it possible to verify whether the actual state of the business matches what has been represented - on the legal, tax, accounting and employment fronts.

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