Tax Code Definition
The definition of qualified participation can be found in section 67 of the Italian Tax Code.
A qualified/significant shareholding is defined as any shareholding (excluding savings shares – “azioni di risparmio”) in the capital or assets of a Company (as defined – see below) carrying, either:
a) more than 2% (5% for non-quoted companies) of the right to vote at ordinary meetings of the shareholders; or
b) the right to a share of more than 20% (25% for non-quoted companies) in the capital or assets.
By “non-quoted” the legislator intends companies the shares of which are listed on a regulated market.
Option rights etc.
The definition of significant shareholding also including any rights or instruments securities through which a significant shareholding may potentially be acquired.
In determining the relevant percentage of voting and asset-participation rights all disposal transactions made over the course of a twelve month period should be taken into account regardless of the identity of any counter-party.
The legislation defines Company as those companies defined in Section 5 of the Code – simple, general and limited partnerships, shipping companies and de facto companies carrying on a commercial business excluding professional associations, most forms of Italian companies such as the Spa, Srl, cooperative companies, mutual insurance companies, other private and public entities as well as non Italian resident companies generally.