Updated 19 August 2026
A commercial property purchase in Italy is settled by two separate decisions, not one: who is selling the property, and who is buying it. The first decision fixes the tax regime on the deed itself, VAT or registration tax, and at what rate. The second decision, buying as a private individual or through a company, shapes what happens after signing: which costs are deductible, whether VAT can be recovered, and how the asset is protected and eventually passed on. Both questions matter, and they are frequently conflated. This guide separates them, then brings them back together for the buyer who has to choose a vehicle before the deed is drafted.
Two decisions, not one
The transfer taxes on a commercial purchase are set by who is selling, not who is buying. Article 40 of DPR 131/1986 establishes the alternatività principle between VAT and registration tax: when a transfer deed is subject to VAT, registration tax is still due, but only at a fixed amount of 200 euro rather than a percentage of the price. Whether VAT applies at all depends on the seller’s status, which is why the seller side of the transaction has to be worked out first. For the wider investor view of what a commercial purchase involves, see our guide to buying commercial real estate in Italy.
Does it matter whether the seller is a private individual or a company?
Yes, and it is the single biggest fork in the transaction. Where the seller of a commercial building is a private individual, the sale falls outside the scope of VAT entirely and the full registration-tax regime applies instead, at a proportional rate of 9% on the price stated in the deed. Where the seller is a company, the VAT rules take over, and the registration tax drops to the fixed 200 euro under the alternatività principle regardless of which VAT treatment ends up applying.
When the seller is a private individual
A private-individual seller puts the buyer into the registration-tax regime at 9% of the price, plus mortgage tax (imposta ipotecaria) and cadastral tax (imposta catastale) at a fixed 50 euro each. There is no reduced base to work from: for commercial property, the taxable base is always the price stated in the deed, never the cadastral value. The prezzo-valore mechanism, which lets private buyers of residential property be taxed on cadastral value instead of price, does not extend to non-residential buildings.
When the seller is a company: the five-year threshold
A company selling a commercial (strumentale) property triggers a different, and more layered, set of rules. Sales of commercial buildings by the companies that built or renovated them, made within five years of completion of the works, are compulsorily subject to VAT in every case, charged in the ordinary way by invoice. Sales by other taxable persons, including builders or renovators selling beyond that five-year window, fall by default into VAT exemption, but the seller can opt to apply VAT anyway in the deed of sale. In both cases, registration tax stays fixed at 200 euro, and mortgage plus cadastral tax stay at 3% and 1%, a combined 4%, set by article 10 and 1-bis of the Tariff annexed to the Consolidated Act on mortgage and cadastral taxes and confirmed by Agenzia delle Entrate circular 2/E of 2014. Confirming which side of the five-year line a property sits on, and who actually built or last renovated it, is exactly the kind of documentary check covered in our due diligence guidance for commercial buyers.
What VAT rate applies, and who pays it to whom?
Two VAT rates apply to commercial building sales: 10% for commercial units in so-called Tupini buildings or those sold after a recovery or renovation intervention, and 22% in every other case. Where the seller exercises the option to apply VAT to an otherwise exempt sale, the tax is applied under the reverse-charge mechanism of article 17, paragraph 6, letter a-bis of DPR 633/1972, and the buyer, if registered for VAT, becomes liable for the tax rather than the seller. Reverse charge cannot apply where the buyer is not a VAT-registered taxable person; in that case the seller charges VAT in the ordinary way. This also changes where the money goes: when a sale is subject to VAT, the tax is paid to the seller against the invoice, not to the notary, unlike registration, mortgage and cadastral taxes, which the notary settles at the time of registration. The table below sets the seller-side regimes side by side.
| Seller | VAT | Registration tax | Mortgage + cadastral tax |
|---|---|---|---|
| Private individual | Out of scope | 9% of price | 50 euro + 50 euro (fixed) |
| Company, sale within 5 years of build or renovation | Compulsory, 10% or 22% | 200 euro (fixed) | 3% + 1% = 4% |
| Company, sale beyond 5 years, no VAT option | Exempt | 200 euro (fixed) | 3% + 1% = 4% |
| Company, sale beyond 5 years, VAT option exercised | Reverse charge, 10% or 22% | 200 euro (fixed) | 3% + 1% = 4% |
Buying as an individual or through a company: what changes after signing
Once the seller-side tax is settled, the buyer still has to choose how to hold the asset, and that choice runs on a separate track. Buying through a company opens broader opportunities for tax deductions, including depreciation and related expenses, and operating and management costs are fully deductible against corporate income. VAT recovery is possible under certain conditions when the purchase is made through a VAT-registered company. Rental income is taxed as corporate income, and capital gains are included in corporate income rather than taxed separately. A company structure also gives more flexibility in tax planning and separates the property from the buyer’s personal assets.
Buying as a private individual keeps the ownership structure simple, without corporate procedures. But deductions are limited, usually to mortgage interest; maintenance and repair costs are not deductible; rental income is taxed as personal income; and there is less room for tax optimization over time.
Buying through a company tends to be the stronger fit when the property will be used for commercial rental or investment, when the capital needs protection from entrepreneurial risk, when tax optimization of the income stream matters, or when the buyer wants active tax planning built into the structure from day one.
The real estate holding company as a structure
Among the available company structures, the real estate holding company (holding immobiliare) is the structure most often used to hold property on behalf of a company. It allows the company to acquire and manage real estate, protect the investment from risks arising outside the property itself, and organize the transfer of the asset to the next generation in a structured way, rather than through a direct personal inheritance.
Choosing a company form
The company form determines liability and management overhead, and it is chosen alongside, not instead of, the tax questions above. Partnerships (società di persone) include the Società Semplice (SS), with minimal management costs and a fit for family-owned assets; the SNC (Società in Nome Collettivo), with more formalized management and joint liability among partners; and the SAS (Società in Accomandita Semplice), which combines limited and unlimited liability across different partner classes. Capital companies (società di capitali) include the SRL (Società a Responsabilità Limitata), suited to small and medium-sized holdings with limited liability, and the SPA (Società per Azioni), built for larger investment projects with a joint-stock structure.
Which vehicle fits this purchase
For a long-term investment property, buying through a company generally carries more advantages: asset protection, deductions against operating and management costs, and flexibility in ongoing tax planning. For a smaller, self-contained purchase without rental or investment intent, the simpler private-individual route can still be the right call, particularly where the seller-side numbers above already favor it. Either way, the seller’s status decides the transfer-tax bill, and the buyer’s structure decides everything that follows.
Trevi Elite works with commercial buyers from the first offer through to signing, verifying the seller’s status and the five-year completion date against the property’s own documentation, and coordinating the timing of the deed with the buyer’s choice of vehicle so the structure is settled before, not after, the notary appointment. For sourcing and structuring support on a specific opportunity, speak with our team through our commercial investment advisory service.
This article provides general information only, and is not tax or legal advice. Rates and thresholds can change; confirm current figures before signing.
Sources: Altalex, EC News, Notaio Tassitani.