Bilancio e reddito d’impresa n. 3/2019
M&A operations, particularly mergers, involve the emergence of some differences that need to be analysed from an accounting and tax point of view. With this regard, pursuant to OIC accounting standard no. 25 and to the current tax regulation, it is crucial to take into consideration the difference between accounting values and values that are recognized from a tax perspective, with the subsequent generation of deferred taxation.
M&A operations can be divided, for tax purposes, into "neutral operations", i.e. operations that do not lead to any realization and/or distribution of capital gains or losses, and "profit-realizing operations", which, on the contrary, are relevant for tax purposes.
In fact, the sale of a business is a profit-realizing operation that implies, for the seller, the taxation of realized capital gains and, for the purchaser, the recognition of the difference between the higher accounting values recorded following the operation and those recognized for tax purposes.
On the other hand, the transfer of a business in exchange for a participation in the share capital, as well as mergers and demergers are neutral from a tax perspective: this means that, for the transferor, or the merged or demerged company, there is no taxation of the values realized that are higher than those recognized for tax purposes and, for the transferee, merging or beneficiary company, there is no recognition of the higher accounting values recorded, since, for tax purposes, they are recognized in continuity with those recorded in the accounts of the transferor (or merged/demerged company).
Although some M&A operations are characterized by tax neutrality and, therefore, are not relevant for the calculation of current taxes, they give rise to deferred taxation, just because they are carried out in continuity of the values recognized for tax purposes before the operation.