Register Tax proportional to 3%: partners financing with signed partners meeting minutes
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The partners’ contributions towards the company are usually divided in:
- in contributions made by the partners into title of financing, that foresees the registration of a debt from the society, and that they are considered as a real operation of “loan” that gives right to restitution;
- in contributions made in the capital account, that compete to the formation of the clean patrimony of the society and doesn’t give right to restitution.
The difference among the partner’s contributions and payments in the capital account it is substantial, depending on the method of financing. Deriving different obligations to the application of the Registration Tax.
In reference to the partner’s contributions for financing that:
- Come from private agreement, the obligation of registration must be done within of 20 days from the date of the stipulation. The Register Tax is due in proportional measure, with a rate equal to 3%.
- Are drafted for commercial correspondence or they originate from verbal agreements, between the society and the partners, there is the possibility to not register them. However, if the contributions in matter result recalled in public documents subject to Registration, then it must apply the 1° paragraph of the art. 22 of the DPR 131/1986 that states in a few words that “if in the document there are dispositions mentioned in other not registered written documents or verbal agreements between the same part of the ones intervened in such document, the Registration Tax should be applied to the disposition” with a fixed rate of 200 euro.
In reference to the contributions made to the capital account:
- According to what anticipated from the art. 4 letts. to) n. 6) of the Rate, part I enclosed to the D.P.R. 131/1986, the contributions are obligated the payment of the Registered Tax in a fixed amount.
The recent ruling of the Supreme Court. Cass. 24 January 2019 ns. 1951 relates to the qualification of the minutes of partners’ meeting, signed by the partners, concerning the unfruitful financing grated to the society as a real private agreement.
In particular, the object of the dispute regarding the nature of the payments made by the partners to the company and the correct application of the Register Tax. Or, if they come from a similar behavior as a “loan”, as confirmed by the Financial Administration (Proportional Register Tax), or if it could be configured as a contribution to the risk assets (Fixed Register Tax)
The Judges stablished that the Partners meeting minutes must be in a fixed term with the following application of the Register Tax with a rate of 3%. The minutes must be signed by the partners and should contain the deliberation that grants a sum to the society in the title of unfruitful financing.
Particularly, the Supreme Court has confirmed the Judge ruling about holding applicable the Register Tax with a rate of 3%. Signed by the partners and with the phrase “unfruitful financing”.