It’s possible transfer accrued construction credits with the discount on the invoice when an individual business is transferred to a joint-stock company, for example an LLC. But be careful: the operation is permitted only once and cannot be repeated. The Revenue Agency clarifies this with response no. 281/2025, which intervenes on an essential issue for businesses, professionals and, indirectly, also for citizens who have benefited from the benefits.
What does this mean in practice
When a sole proprietorship transfers its business to an LLCeverything that is part of the company, assets, debts, contracts and, in this case, also tax credits, is transferred to the new company. These include: tax credit deriving from construction bonuses accrued with the discount on the invoice.
The Agency therefore confirms that the LLC can acquire these credits and manage them, within the permitted limits by the legislation.
However, it is important to understand a key point: the transfer it does not reopen the possibility of unlimited transfers. The one linked to the contribution is considered to all intents and purposes as a transfer, with a consequent stop to further “free” uses of the credit by the new company.
Why it is not a “free” transfer
The Tax Office explains that the transfer of a company is not a universal succession in rights and duties of the conferring party. It cannot therefore be equated with a merger, split or corporate transformation, operations which guarantee full continuity between the parties involved.
The contribution, from a tax point of view, is more like a transfer: and precisely for this reason the credits cannot in turn be the subject of further steps, except those permitted by article 121 of Legislative Decree 34/2020 (the so-called “Relaunch Decree”).
How many transfers are still possible
Once they have passed through the Srl, the credits they follow restrictive rules introduced in recent years, namely: after the original transfer (or the discount on the invoice), and after the transfer connected to the contribution, no further transfers are permitted “free”.
However, the possibility remains, already foreseen by the legislation, to carry out up to three further transfersexclusively in favor of banks, financial intermediaries or companies belonging to banking groups.
What it means for citizens
From the consumer’s point of view, this novelty it doesn’t change the rules to request the discount on the invoice, which essentially remain blockedwith some exceptions, but has indirect effects that should not be underestimated.
There first consequenceand it is the most reassuring one, is that the discounts already obtained do not risk anything: if the company that carried out the work decides to transform itself into an LLC, the transfer of credits occurs regularly and without any impact on the beneficiary. Everyone the acquired rights remain such and the new company takes over the management of credits and responsibilities related to the work carried out.
At the same time, however, the new limitations are beneficial for businesses more difficult to mobilize residual creditsand this could impact the willingness to offer the invoice discount in the few cases where it is still permitted. For citizens it means, very simply, that it will be increasingly complicated find companies willing to advance the bonusespecially for jobs that are not particularly expensive, or in the absence of sufficient fiscal margins.
In summary: no problem for those who have already benefited of the relief, but more rigid scenarios for those who still hope to rely on the discount on the invoice to carry out new interventions.
Warnings
It is good to keep in mind that the Revenue Agency’s indications are based, in this case, on a questionthat is, an answer to a specific case. This means that the illustrated solution may not be automatically applicable to all corporate scenarios, but offers important guidance for those who find themselves facing corporate contributions and credits from construction bonuses.
The general rules on the assignment of construction credits (limits, qualified subjects and operating methods), remain complex.
For this reason, those who evaluate credit assignment or transfer operations should always contact an accountant oh a tax expertto evaluate risks, opportunities and convenience based on your budget and tax situation.