Flat-Tax Regime and SRL Shareholding
Complete Guide to Compatibility and Limits
The Italian flat-tax regime (regime forfettario) is one of the most popular tax incentives for freelancers and small entrepreneurs.
However, when the taxpayer holds shares in a limited liability company (SRL), it is essential to understand whether this ownership is compatible with the regime or leads to exclusion.
This article provides an updated overview of the legal framework, Revenue Agency rulings, and practical strategies to remain compliant.
Legal Framework
The rules are set by Law 190/2014, art. 1, paras. 54–89, amended by Law 145/2018.
Paragraph 57(d) excludes those who “directly or indirectly control an SRL performing activities related to those carried out individually.”
The goal is to prevent artificial splitting of activities between an individual and their company to obtain double tax advantages.
Conditions for Exclusion
According to Revenue Agency Circular 9/E (2019), exclusion applies only if both conditions are met:
- Direct or indirect control of the SRL;
- Economic activities that are connected or similar.
Direct or Indirect Control
Under Civil Code art. 2359, control may be:
- Legal control: owning more than 50% of voting rights;
- De facto control: having dominant influence;
- Contractual control: via agreements or voting pacts.
🔶 Note
Ruling 108/2019 confirms that a 50% stake already implies control, as it prevents the other shareholder from acting autonomously.
Stakes below 50% (e.g. 30–40%) are generally not disqualifying unless de facto control exists.
3.1 Indirect and Family Control
Indirect control includes shares held by:
- subsidiaries or fiduciary companies;
- family members (spouse, relatives up to 3rd degree, in-laws up to 2nd).
🟢 Example
A taxpayer owns 20% and parents jointly own 60%.
The Revenue Agency (Ruling 117/2019) deems this indirect control → exclusion applies.
If four relatives each hold 25% with no voting agreements, the regime remains compatible.
4. Related Activities
4.1 ATECO Codes
Activities are “related” when both fall under the same ATECO section.
However, the Agency specifies that the actual activity matters more than the declared code.
4.2 Economic Relationship
As clarified in Circular 9/E/2019:
“The link exists whenever the individual invoices goods or services to the controlled SRL, and the company deducts those costs.”
🟢 Example
A flat-tax professional invoices their SRL for deductible services → exclusion applies.
No invoicing or non-deductible costs → no exclusion.
Director’s Fees
- Professional fees: considered self-employment income → exclusion.
- Employment-like remuneration: exclusion if above €30,000/year (art. 1, para. 57(d-bis)).
Compatible Scenarios
- Minority shareholding (<50%) without de facto control;
- Control with non-related activity (e.g. IT consultant controlling an agricultural SRL);
- No invoicing or remuneration from the SRL;
- Holdings in SpA, SapA, cooperatives, foreign or simple companies with non-business income.
🔶 Note
Holdings in SNC, SAS, professional associations, or family businesses always disqualify the taxpayer from the flat-tax regime.
Timing of Verification
Compatibility is assessed during the year of application, not the previous one.
If the disqualifying conditions arise, exclusion takes effect from the following year.
Strategies to Maintain Compatibility
- Reduce shareholding below 50%;
- Step down as company director;
- Avoid invoicing to the controlled SRL;
- Change the SRL’s business purpose or ATECO section.
Conclusion
Holding shares in an SRL does not automatically exclude a taxpayer from the flat-tax regime.
Only the coexistence of both control and related activity triggers disqualification.
A well-structured corporate setup allows continued access to the regime while remaining compliant.
Article by Dott. Maurizio Secco – Taxdry Srl (Updated October 2025).
