Notarial deed
The traditional route: a private deed with certified signatures or a public deed before a notary, who also handles the filing with the Registro Imprese (the Companies Register).
Businesses · Extraordinary transactions
Transfer of company shares (cessione di quote)
Transferring a share in an SRL (the Italian limited liability company) is technically simple and substantively delicate. The easy part is the deed; the part that counts is knowing what you are buying or selling, and how it will be taxed.
01 · How the transfer is made
Two routes to the same result
Transferring a share in an SRL requires a qualified form. Today there are two alternative routes, both fully valid.
Digitally signed deed
A transfer signed with a digital signature and filed by an authorised intermediary. It has the same legal value, generally at a lower cost.
In both cases
Filing with the Companies Register within the set time is what makes the transfer effective against third parties and the company.
The choice between the two routes often depends on how complex the deal is: if the deed contains detailed agreements, warranties, earn-out clauses or conditions on the price, the notary remains the natural route.
02 · The checks
What to check before transferring company shares
Anyone buying a share is not buying an isolated asset: they are buying a position inside a company, with everything the company carries with it. The checks concern what does not appear in the latest financial statements.
- Up-to-date visura camerale (the Companies Register extract): shareholders, directors, powers, any proceedings under way, actual registered office.
- Current articles of association: pre-emption clauses, approval clauses, limits on transferring shares. Ignoring them makes the transfer open to challenge.
- Financial statements for recent years and accounts updated to the latest possible date.
- Cassetto fiscale (the online tax file) and social security position: overdue debts, instalment plans in progress, notices received.
- Existing disputes, even potential ones: formal warning letters, complaints from customers or suppliers, employment disputes.
- Security given by the company in favour of third parties, and personal sureties given by the shareholders for the company.
- Significant contracts with change-of-control clauses, which may be triggered by the transfer itself.
The check on the cassetto fiscale is the one that most often changes the price. A tax debt being paid in instalments does not appear in the company register extract and can go unnoticed in abridged financial statements, but it remains the company's debt even after the change of shareholder.
03 · How it is set
How the value of the share is reached
There is no objective value. There are valuation methods, and the price is the point where the two parties' estimates meet. What matters is that the price can be justified: a transfer at an inconsistent value draws attention from the tax side.
| Method | What it is based on | When it is used |
|---|---|---|
| Asset-based | Net assets adjusted to current values | Property companies, holding companies, asset-heavy businesses |
| Income-based | The ability to generate income over time | Established businesses with stable results |
| Cash-flow-based | Expected cash flows, discounted | Structured deals, where investors are involved |
| Mixed | A combination of assets and profitability | The most common method in small and medium-sized businesses |
| Comparative | Multiples from comparable deals | Sectors with frequent transactions and available data |
In small companies the price almost always depends on non-financial factors as well: the outgoing shareholder staying on for a transition period, keeping relationships with long-standing customers, non-compete agreements.
04 · Who pays what
How the transfer is taxed
The capital gain is the difference between the price received and the cost of the shareholding recognised for tax purposes. The treatment changes depending on who is selling.
Individual, not in business
The capital gain is miscellaneous income, subject to substitute tax at the rate set for financial income.
Individual in business
The capital gain forms part of business income, under the rules of that category.
Limited company
The business income rules apply, with the possible partial exemption regime where all the required conditions are met.
Taxes on the deed
The deed is subject to fixed-rate registration tax and stamp duty, plus the Chamber of Commerce fees for filing.
The tax cost of the shareholding
It is the number that determines how much capital gain arises, and it has to be reconstructed carefully.
- It includes the initial contribution and any later capital contributions
- It is increased by documented ancillary costs incurred for the purchase
- In tax-transparent companies it changes as a result of income attributed and profits drawn
- It must be documented: without proof, the recognised cost risks being reduced to the nominal value
05 · The formalities
What has to be done after signing
Signing does not close the deal. Some formalities have short deadlines, and leaving them out has concrete consequences.
- Filing with the Companies Register within the set time: until it is filed, the transfer cannot be relied on against others.
- Updating the shareholders' register, where still kept, and the company records.
- Checking offices held: if the outgoing shareholder was also a director, stepping down requires a separate act.
- Notifying banks and suppliers, especially where there are credit lines backed by the outgoing shareholder.
- Release from personal sureties: transferring the share does not automatically cancel security already given.
- Declaring the capital gain in the tax return for the year in which the price is received.
Personal sureties are the point the outgoing shareholder most often forgets. Having transferred the share does not release them from their obligations to the bank: an express release from the bank is needed.
06 · Partnerships
Transfers in partnerships
In partnerships (SNC and SAS) the mechanism is different and more rigid, because the stake has a personal element that does not exist in an SRL.
- The transfer generally requires the consent of all partners, unless the partnership agreement provides otherwise.
- It involves an amendment to the partnership agreement, with the formalities and publicity that follow.
- The outgoing partner remains liable for obligations incurred before leaving, within the limits set by law.
- The unlimited liability of general partners in an SAS makes the checks beforehand even more important.
Frequently asked
The questions that keep coming up
Do I have to use a notary?
No. The transfer can also be made by a digitally signed deed filed by an authorised intermediary, with full legal validity.
A notary remains the preferable route when the agreement contains complex clauses, detailed warranties or deferred payment of the price that call for careful drafting.
If I buy the share, do I take on the company's debts too?
Not personally: the debts stay with the company, which carries on existing as before. But the value of your share reflects them fully, because the net assets are what they are.
That is why the check on tax and social security debts has to be made before agreeing the price, not after.
Can I transfer only part of my share?
Yes, an SRL share can be divided unless the articles of association say otherwise. You can transfer a fraction and keep the rest.
Check the effect on voting thresholds at shareholders' meetings: dropping below a certain level can mean losing veto powers or special rights provided for in the articles.
How is it taxed if I transfer to a family member?
A transfer for payment follows the ordinary rules, even between family members. If the transfer is free of charge, however, it becomes a gift, with different treatment.
For generational handovers there are specific regimes when precise conditions are met, including carrying on the business for a minimum period. They have to be set up beforehand, not afterwards.
Let's talk
Before you sign, it pays to know what is inside
Tax debts, open disputes, security given to third parties: these are things you see by looking, not by trusting.