Ruling 201/2026 (interpello, tax ruling): foreign trust and company holding property in Italy

In short: with ruling no. 201/2026, published on 5 November 2026, the Agenzia delle Entrate (Italian Revenue Agency) clarifies that a non-resident trust that sells its shareholding in a foreign company whose only asset is a property in Italy realises miscellaneous income of a financial nature, taxable in Italy under art. 23, para. 1-bis, of the TUIR. The ruling on interposition under art. 37, para. 4, of d.P.R. No. 600 of 1973 is not a means to treat the sale as a direct sale of the property.

What was the case?

The applicant trustee, a company from the British Virgin Islands, administers a discretionary and opaque trust set up in 1997, whose beneficiaries have never been resident in Italy. The trust is the sole shareholder of a company of the same State whose only asset is a residential property in Volterra, held for more than five years. The trustee asked for the company to be treated as interposed with respect to the trust: in that case the sale of the shareholding would have been treated as a direct sale of the property, and not taxed as miscellaneous income under art. 67, para. 1, letter b), of the TUIR, because the property had been owned for over five years.

In support of the interposition, the applicant noted, among other things, that the company has no offices or employees, that the property is used only as a holiday home by the beneficiaries and never let, that it was purchased with an interest-free loan from the trust, and that the company's administrator belongs to the same group as the trustee.

What does the Agency answer?

• The ruling on interposition does not apply: according to the ruling, the request under art. 37, para. 4, of d.P.R. No. 600 of 1973 only serves to establish that income is attributable to a person other than the one who formally appears as owner, not to requalify the nature of the transaction.
• The shareholding is sold, not the property: from a civil-law standpoint the object of the sale is the shareholding, while the property remains with the company.
• The capital gain is taxed in Italy: the non-resident trust realises miscellaneous income of a financial nature, taxable in Italy under art. 23, para. 1-bis, of the TUIR.

What does art. 23, para. 1-bis, of the TUIR provide?

As reported in the ruling, the provision treats as produced in Italy the miscellaneous income realised from the onerous disposal of shareholdings in non-resident companies and entities whose value, for more than half, derives at any time in the 365 days preceding the disposal, directly or indirectly, from property located in Italy. It does not apply to the disposal of securities traded on regulated markets. It was introduced by art. 1, para. 96, of Law No. 197 of 2022 (the 2023 Budget Law) to align the system with art. 13, para. 4, of the OECD Model Convention against double taxation.

Does the principle apply beyond the single case?

Yes, in two respects that the ruling states in general terms: the ruling under art. 37, para. 4, only serves to establish to whom income is to be attributed, and the disposal of shares in a foreign company holding Italian property is taxed as a disposal of a shareholding, under art. 23, para. 1-bis, of the TUIR. As with every ruling, the opinion is given on the elements presented by the applicant, taken «uncritically» as given, and leaves unaffected the Administration's powers of control.

What the firm should do, client by client

• Identify clients who are non-resident, trusts included, that hold Italian property through foreign companies.
• Check the weight of Italian property in the value of the shareholding at any time during the 365 days before the disposal.
• Do not rely on interposition to turn the sale of shares into a sale of the property: according to the ruling, the ruling under art. 37 is not the right tool.

A client like this also bears on customer due diligence for anti-money laundering. In the CNDCEC Technical Rules (Regole tecniche CNDCEC), trusts and similar institutions, structures that may qualify as vehicles for asset interposition, and ownership arrangements that are anomalous or too complex for the activity are high-risk factors linked to the legal nature of the client. A ruling or opinion for such a client has its own rule of conduct, while setting up or administering trusts carries a higher inherent risk level. With the free customer due diligence checklist using the CNDCEC Technical Rules method you calculate the risk and the measure due before accepting the engagement.

Sources

• Agenzia delle Entrate, ruling no. 201/2026, «Interposition of a foreign company with respect to a foreign trust. Tax treatment of the capital gain from the disposal of a shareholding in a foreign company holding property in Italy», accessed 6/11/2026