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“Availability, competence, and informal approach.”

“Real problem solvers with smart solutions.”

“Availability and promptness.”

“Competence, professionalism and updating of clients.”

Legal500, Tax, 2024

“Paolo Baruffi’s team carries out quality work and pays great attention to the client.”

Legal500, Tax, 2023

Carnelutti’s tax department was founded more than 40 years ago, and the firm is proud of being the first firm in Italy to establish a dedicated tax team, enabling clients to benefit from comprehensive and integrated advice in complex transactions.
The department offers a full range of tax services both to Italian and international companies and to resident and non-resident individuals on domestic and international tax, regulatory tax matters, including all aspects of corporate law and Law 231/2001 compliance matters.
Carnelutti’s professionals advise and provide solutions in the areas of direct taxation (of corporations and individuals), and indirect taxation such as VAT and registry taxes, together with international taxation, with particular focus on the tax issues faced by multinational groups, as well as tax planning services for companies and individuals.
Members of the tax team also specialize in tax dispute resolution before the competent authorities, and in litigation before tax tribunals (“corti di giustizia tributaria”) of all types and at all levels.

Corporate Tax Matters

  • Tax and corporate advice

    Carnelutti’s services cover all tax aspects of companies (both Italian and Italian subsidiaries of overseas companies) that seek customized tax assistance to support them in their ordinary company management and in their strategic and organizational decision-making.
    This includes on-going advice on direct and indirect tax matters, financial statements, accounting and corporate issues, and drafting briefings and opinions on taxation implications for clients.

  • Extraordinary transactions and corporate reorganization

    Carnelutti's services on tax and corporate aspects are essential when an extraordinary transaction arises, such as:
    - Acquisitions/sales of shares and quotas, companies, and lines of business;
    - Mergers, spin-offs, asset transfers, changes in corporate status, bankruptcies/insolvencies and liquidation of assets;
    - Stock/share listings, securitization, privatization and real estate transactions.
    The firm's services in the planning phase of financial and corporate structures can cover reorganization plans for groups of companies to pursue business goals and can be extended to management of all tax and corporate requirements, filings and obligations related to the various stages of the transaction.
    The tax team continues to be on hand during phases leading up to the closing of the agreement, including of course the conduct of the relevant tax due diligence.

  • Tax planning

    The firm's goal is to develop innovative solutions that allow clients to optimize their legal and tax situations smoothly with the evolution of their businesses.
    Carnelutti's tax experts will identify and compare available tax benefits and analyze the specific situation of the individual client and the peculiarities of its business, in order to achieve tax optimization at the company and consolidated group level.
    This service includes a tax audit in order to reduce latent tax risks and to maximize administration efficiency.

Banking, Finance and Insurance Tax Matters

  • Tax and corporate advice

    Carnelutti acquired detailed knowledge and specific expertise in the financial and insurance markets, that has been consolidated over years by working alongside a large number of Italian and overseas banks and financial institutions.
    In this field the tax team gives on-going advice on direct and indirect taxation issues, as well as detailed opinions and briefings on issues that require specific technical preparation in the financial sector.

  • Tax planning

    The firm's aim is constant analysis of the corporate and tax structures of individual banks and institutions, (as well as of banking and financial groups), in order to maximize the tax efficiency of their activities consistently with both legislative and regulatory developments and also innovative developments of the financial arena.

  • Tax aspects of financial instruments and transactions

    This practice area is directed at solving Italian and international tax law problems regarding financial instruments destined for the Italian market, regarding structured finance transactions for Italian companies and regarding Italian and overseas collective investment entities.
    In this area, Carnelutti is involved, among other things, in the tax aspects of:
    - Issuing and placement of financial and insurance instruments;
    - Structuring of acquisition financing for M&A transactions and of project financing;
    - Incorporation of investment funds, both EU and non-EU harmonized;
    - Securitizations.

  • Real estate transactions

    Carnelutti can offer vital assistance in the planning phase of financial and corporate structures that include significant real estate portfolios, in particular with regard to tax and corporate aspects of:
    - Acquisitions/sales of stakes in real estate companies and/or real estate portfolios;
    - Incorporation of real estate investment funds;
    - Reorganization of groups of companies which intend to transfer, through extraordinary transactions, their real estate portfolios to companies incorporated for this specific purpose.
    The firm also handles the fiscal due diligence required in the preparatory phase for these various transactions.
    The responsibilities of Carnelutti’s tax team also includes the handling of tax matters for real estate companies that desire customized tax and corporate assistance, whether one-off matters or instructions of a continuous nature.

  • Assistance to private equity funds

    Carnelutti has developed specific expertise in assisting Italian and overseas private equity funds with regard to:
    - Optimizing corporate and tax structures for investments in target companies;
    - Handling typical tax matters relating to the organization of such funds;
    - Fiscal due diligence.

Private Clients Tax Matters

  • Tax planning for private clients

    Carnelutti assists individuals in solving tax problems related to change of residence, sale of shares, etc., with the goal of maximum tax efficiency.

  • Family tax planning

    In this area, tax and corporate aspects are dealt with that relate to the management, protection and generational passage of family assets. In particular, the firm offers assistance with the establishment/incorporation and administration of trusts, family foundations and fiduciary nominations.

  • Assistance with domestic and international investments

    Carnelutti assists individuals in solving tax problems relating to financial investments with the goal of maximizing tax efficiency in harmony both with legislative/regulatory developments and innovative developments of the financial market place.

  • Tax planning for employees and employers (expatriates)

    Carnelutti assists employers who wish to reward their employees with incentives, in order to optimize tax benefits, such as for example stock ownership and stock option plans, membership in private pension plans, attribution of fringe benefits, etc.
    In addition, Carnelutti handles specific subject areas for employees who are posted abroad by their employers.

International Tax Matters

  • International tax advice and planning

    Carnelutti delivers comprehensive advice in international tax law relating to direct taxes, VAT, and other indirect taxes to its Italian and international clients.

  • International intragroup transactions (Transfer Pricing)

    Tax profiles relating to the intragroup sale of goods and services are analyzed, in harmony with the principles that govern transfer pricing in specific sectors.

  • Direct and indirect taxation: European Union

    Carnelutti closely and constantly follows developments in EU legislation on tax matters, keeping its clients up to date on new directives and regulations and on decisions and orientation of the European Commission and the different organs of the European Court of Justice, including in relation to questions of fiscal state aid.
    In addition, the firm handles the presentation of appeals to the European jurisdictional organs on tax questions relating to application of EU norms in the field of Italian tax law, as well as providing representation and assistance for clients in regard to the European Commission and its procedures.

Tax Litigation and Assistance in Relations with Tax Authorities

  • Tax litigation

    Carnelutti boasts consolidated experience in the assisting and representing of clients in litigation before tax tribunals ("corti di giustizia tributaria"), within both civil and criminal proceedings, and the Supreme Court.

  • Assistance in tax rulings and relations with the tax administration

    Carnelutti assists clients in tax ruling procedures with the tax administration relating to aspects linked to anti-elusive regulations, rules concerning controlled foreign corporations, and similar issues.
    In addition, the firm handles pre-litigation work such as assisting with relations with the tax administration in order to arrive at self-regulating provisions, special audits, judicial settlements, and similar work types outside the litigation arena.

Corporate compliance (under the model legislative decree no. 231/2001)

  • Assisting two Italian banks in their merger and in restructuring the trustee and fiduciary activities of their partially-owner companies.
  • Assisting a real estate company in analyzing its tax structure with a view to assessing possible reorganization projects.
  • Assisting the Italian companies connected to a primary Russian industrial and commercial group in financial, tax and corporate matters.
  • Assisting a financial group which controls the insurance and the asset management businesses of a primary Italian bank in tax matters.
  • Advising a major Italian bank and its high profile private clients on tax and corporate matters.
  • Assisting the Italian subsidiary of a UAE real estate group in financial, tax and corporate matters.
  • Advising a primary chemical company on tax and corporate matters.
  • Advising the Italian subsidiary and the holding company of Italian operations of one of the largest cement producers on tax and corporate matters.
  • Assisting major private equity funds in tax matters in relation to the acquisition of an important fashion company.
  • Assisting a leading company in the field of industrial adhesive in tax and corporate matters.
  • Assisting a leading company in the supply of acoustic and vibration services in the acquisition of the majority of the share capital of three companies operating in the same industry.
  • Assisting a global expert in cables and cabling systems in tax and corporate matters.
  • Assisting in the merger of several companies, operating in the business of asset management and investment funds, belonging to two primary Italian banking groups.
  • Assisting an entertainment channel exclusively dedicated to action and adventure programming in tax and corporate matters.
  • Advising the Italian cosmetics subsidiary of an international fashion house on tax matters.
  • Assisting one of the world's largest media conglomerates in corporate and tax matters.
  • Assisting an international provider of food, agricultural and risk management products and services in corporate and tax issues.
  • Assisting one of the world's largest communication services groups in tax and corporate matters.
  • Assisting the Italian group of the world's first and largest whirlpool bathtub manufacturer in its corporate and tax reorganization.
  • Successfully defending a primary Italian synthetic resins manufacturer from tax avoidance claims allegedly originating from a demerger.
  • Assisting an international company, leader in the real estate market, on an on-going basis an international company, leader in the real estate market, in corporate and tax matters, including the reorganization process of its Italian group companies.
  • Advising one of the biggest and most famous Italian tools company on corporate restructuring and tax matters.
  • Advising a primary energy company operating a portfolio of mid-sized renewable energy assets on tax and corporate matters.
  • Advising international groups of companies on tax matters, international tax treaties and cross border tax credits.
  • Assisting a primary company, operating in the business of asset management and investment funds, in a variety of matters ranging from tax to legal compliance matters.
  • Advising one of the largest and most famous Italian fashion “Maisons” on corporate restructuring and tax matters in a deal with a major listed company.
  • Assisting high net worth families in planning their generational transaction.
  • Advising a major worldwide CD manufacturer on corporate restructuring and tax matters in relation to the acquisition and disposal of various companies.
  • Assisting an important Italian chemical–pharmaceutical group in the corporate reorganization and financial restructuring process concerning two of its companies.
  • Advising one of the largest oil and chemical companies on the reorganization of the corporate and tax structures of its Italian operations.
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