Italy: Positive boost for special regime applicable to certain listed real estate investment companies

Cristiano Garbarini		Alban Zaimaj

New measures have been approved by Law Decree No. 133/2014 amending the special tax and civil law regime applicable to certain listed real estate investment companies (Società di investimento immobiliare quotate (SIIQs)). In a nutshell, the newly approved amendments aim at: (i) broadening the scope of the exempted items of income derived from the SIIQ; (ii) loosening the conditions for the admission to the regime; and (iii) facilitating the assignment of real estate assets from closed-end real estate funds (which have a statutory time limit) into SIIQs. Law Decree No. 133/2014 will have to be converted by the parliament into ordinary law within the first half of November. The main benefits to companies opting for the SIIQ regime relate to direct taxes. In particular, starting from the tax period in which the option is effective, (i) items of income derived from the real estate rental activity, (ii) certain dividends received from other SIIQs, (iii) certain capital gains on the disposal of real estate assets, and (iv) proceeds received from certain real estate funds are exempt from both corporate income tax (IRES) and regional tax on productive activities (IRAP).

Tax benefits also apply to contributions of real estate properties into SIIQs, which are subject to reduced transfer taxes (mortgage and cadastral taxes).

The SIIQ regime is applicable to Italian joint stock companies (S.p.A), inter alia, under the following conditions:

• The company is listed on a regulated stock exchange within the EU, Norway or Iceland;

• The company carries out predominantly a real estate rental activity. In more detail, a company fulfils such requirement where:

• the real property assets (which include shareholdings held in other SIIQs, unlisted SIIQs or units in real estate funds) owned and rented out are at least 80% of the total assets; and

• the revenues arising from such real property assets and dividends/proceeds referable to rental activities derived from holdings in other SIIQ/real estate funds are at least 80% of the overall positive items of income.

• No individual or company holds, directly or indirectly, more than 51% of the voting rights in the ordinary shareholder meeting and no individual or company has profit participation rights of more than 60%; and

• At least 25% of the shares are held by shareholders who do not own directly or indirectly more than 2% of the voting rights and the profit participation rights.

Furthermore, SIIQ must distribute annually to the shareholders at least 70% of the lower between (i) the net income deriving from the exempt activities and (ii) the net accounting income of the company.

Finally, to facilitate the contribution of assets from real estate funds into SIIQs, a new provision was enacted setting forth that the liquidation of real estate funds through the contribution of real estate assets into SIIQs and the assignment of SIIQ's stocks to the unitholders of the fund do not trigger a taxable event in the hands of the unitholders.

Cristiano Garbarini (garbarini@virtax.it) and Alban Zaimaj (zaimaj@virtax.it)

Tremonti Vitali Romagnoli Piccardi e Associati

Website: www.virtax.it