Practice Area
International Corporate Structuring
Holding companies, multi-tier group structures, SOPARFI and LLC formations designed to optimise global tax efficiency for entrepreneurs, investors and multinationals operating across Italy, Luxembourg, the United States and beyond.
Who We Help
Is your business in one of these situations?
Entrepreneur Expanding Internationally
Founder or owner-manager of an Italian, US or European business planning cross-border expansion and seeking an optimal holding structure to manage tax, liability and capital flows.
Multinational with EU & US Presence
International group operating in multiple jurisdictions requiring a restructuring of its corporate architecture to minimise withholding taxes, manage transfer pricing and achieve group tax efficiency.
Private Equity & M&A Investor
PE fund, family office or strategic investor acquiring or divesting assets in Italy, the EU or the US, requiring deal-specific holding structures, SPVs and exit tax planning.
Start-up & Scale-up Founder
Tech or digital entrepreneur structuring a venture for VC investment, international growth or eventual exit — requiring a capital-efficient structure that works across US, EU and UK investor bases.
01
Luxembourg Holding Structures (SOPARFI & SICAV)
Luxembourg is Europe’s premier holding jurisdiction: its participation exemption (95% dividend and capital gains exemption), extensive treaty network (86+ treaties) and EU Parent-Subsidiary Directive access make it the go-to platform for international groups. We advise on establishing and maintaining SOPARFI (Société de Participations Financières) holding companies and regulated investment vehicles for private clients and corporate groups.
- SOPARFI incorporation: SA, Sàrl and S.C.A. structures
- 95% participation exemption on qualifying dividends and capital gains
- EU Parent-Subsidiary Directive: eliminate withholding on EU dividends
- Interest and Royalties Directive for intra-group IP and debt flows
- Luxembourg–Italy, Luxembourg–US treaty planning for reduced withholding
- Substance requirements and economic nexus planning post-BEPS
- SOPARFI for PE and family office holding of real estate and portfolio investments
02
Italian Holding & Group Structures
Italy offers a competitive holding regime for Italian-headquartered groups: the PEX (participation exemption) exempts 95% of capital gains on qualifying shareholdings, while the domestic group consolidation regime (consolidato fiscale) allows Italian companies to offset profits and losses within the group. We advise on structuring Italian holding companies, reorganisations and intra-group transactions to maximise Italian tax efficiency.
- Italian PEX (participation exemption) planning: 95% CGT exemption conditions
- Domestic tax consolidation (consolidato fiscale nazionale) and group relief
- Worldwide consolidation (consolidato mondiale) for Italian MNEs
- IRAP minimisation through group structuring and holding company elections
- Intra-group financing: thin capitalisation, transfer pricing and arm’s length rates
- Italian CFC rules (Art. 167 TUIR) and controlled foreign company planning
- Corporate reorganisations: mergers, demergers, contributions under tax neutrality
03
US LLC, C-Corp & Delaware Structuring
The United States offers structuring flexibility unmatched globally: Delaware LLCs for pass-through efficiency and asset protection, C-Corporations for VC investment and IP holding, and Wyoming LLCs for multi-state privacy. For non-US founders, the choice of US entity type has critical implications for GILTI, PFIC and withholding. We advise on US entity formation and the international tax consequences for foreign founders and investors.
- Delaware LLC: single-member and multi-member structures, operating agreements
- Delaware C-Corp: preferred share structure for VC/angel rounds (SAFE notes)
- Wyoming LLC: enhanced privacy and asset protection for non-US owners
- Check-the-box elections (Form 8832) for optimal treaty and transparency treatment
- GILTI analysis for Italian shareholders of US C-Corps (Section 951A)
- PFIC classification and QEF elections for US funds held by Italian residents
- EIN / ITIN registration, registered agent, state qualification
04
Transfer Pricing & Intra-Group Transactions
Transfer pricing — the pricing of transactions between related parties — is the most audited area of international tax. Italian, US and OECD rules require intra-group transactions (management fees, royalties, intercompany loans, services) to be priced at arm’s length and documented. We provide transfer pricing policy design, contemporaneous documentation and defence support before tax authorities.
- Transfer pricing policy design: CUP, TNMM, profit split and cost-plus methods
- Italian Master File and Country File documentation (D.Lgs. 471/1997 penalty protection)
- US Section 482 transfer pricing documentation and Form 5471 / 5472 reporting
- Intercompany loan pricing: EURIBOR/SOFR benchmarking and thin-cap analysis
- IP royalty rates: DEMPE functional analysis and economic benchmarking
- Advance Pricing Agreement (APA) with the Italian Revenue Agency
- OECD BEPS Action 13: three-tier documentation and CbCR filing
05
IP Holding & Patent Box Regimes
Intellectual property — software, patents, trademarks, know-how — is the highest-value asset class in the digital economy. Placing IP in the right jurisdiction and regime can reduce effective tax rates to 5–10% on qualifying royalty income. We advise on IP migration, patent box elections and the correct treaty and DEMPE analysis required by OECD post-BEPS rules.
- Italian Patent Box (Art. 6 D.L. 146/2021): 50% IRES/IRAP exemption on IP income
- Luxembourg IP box: 80% exemption on qualifying net IP income (6.8% effective rate)
- Netherlands Innovation Box: 9% effective rate on qualifying R&D profits
- UK Patent Box: 10% corporation tax rate on qualifying patent income
- IP contribution to holding company: step-up and tax-neutral transfer planning
- Nexus approach compliance: R&D expenditure tracking and qualifying activity analysis
- US Section 250 FDII deduction for US-based IP exporters
06
OECD Pillar Two & Global Minimum Tax Compliance
The OECD’s Pillar Two framework introduced a global minimum effective tax rate of 15% for MNE groups with annual revenues exceeding €750M. Italy transposed Pillar Two into domestic law effective 1 January 2024. Even for mid-size groups approaching the threshold, Pillar Two changes the logic of structuring decisions. We advise on GloBE impact assessment, top-up tax calculation and restructuring to maintain structures within compliance.
- GloBE (Global Anti-Base Erosion) effective tax rate analysis by jurisdiction
- Qualified Domestic Minimum Top-up Tax (QDMTT) in Italy and the EU
- Income Inclusion Rule (IIR) and Undertaxed Profits Rule (UTPR) applicability
- Safe harbour analysis: transitional CbCR, de minimis and OECD substance-based
- Restructuring to maintain structures above 15% ETR in low-tax jurisdictions
- GloBE information return preparation and country-by-country filing obligations
- Impact assessment for groups below the €750M threshold considering growth
Jurisdiction Snapshot
Holding Locations: Key Metrics
Luxembourg
- Corp tax: 17% (+ 7% surcharge) = ~24.94%
- Participation exemption: 95% dividends & gains
- Treaties: 86+
- WHT on dividends out: 15% (reduced by treaty)
- Best for: EU holdco, PE, family office, royalties
Italy
- Corp tax: 24% IRES + 3.9% IRAP
- Participation exemption: 95% qualifying gains (PEX)
- Dividend exemption: 95% from EU/treaty subsidiaries
- WHT on dividends out: 26% (reduced by treaty)
- Best for: Italian operating groups, EU expansion base
United States (Delaware)
- Corp tax: 21% federal + 0% Delaware state
- LLC: Pass-through (no entity-level tax)
- WHT on dividends out: 30% (reduced by treaty)
- GILTI rate: 10.5% on excess returns (foreign subsidiaries)
- Best for: VC, US market entry, C-Corp for IP
Netherlands
- Corp tax: 19% (<€200K) / 25.8% (above)
- Participation exemption: 100% dividends & gains
- Innovation Box: 9% effective rate on R&D profits
- WHT on dividends out: 15% (0% to EU parent in many cases)
- Best for: EU holdco, IP holding, Dutch STAK
Structure your group for global efficiency.
Our international tax structuring team will analyse your current corporate architecture, identify inefficiencies and design a holding structure optimised for your business, investors and jurisdictions.
