Which taxes does a buyer of commercial property pay in Italy?

Often, yes. The same shop costs the buyer 4%Normattiva of the price in transaction taxes if a business sells it, and 9%Normattiva if an individual does. In the first case, if the seller charges VAT and the buyer is a business, the VAT is recovered. In the second there is no VAT, because a private individual is outside its scope, and proportional registration tax is paid instead ⁷¹²¹⁶.

The reason is the alternation between VAT and registration tax. Deeds for transactions within the scope of VAT pay a fixed registration tax. The law counts among these the exempt sales of commercial buildings: for those, registration tax stays fixed. Among property sales, those exempt under nos 8, 8-bis and 27-quinquies of art. 10 are left out and pay proportional registration tax ⁶. A dwelling sold by a business under exemption, for example, pays registration tax at 9%AdE ¹⁶.

As a rule it is exempt. Art. 10, no. 8-ter, Presidential Decree 633/1972 exempts sales of commercial buildings "that cannot be put to a different use without radical transformation". There are two exceptions ¹:

• taxable by obligation: the seller is the business that built the building, or carried out restoration, building refurbishment or urban redevelopment on it, within five years of completing the works;
• taxable by option: the seller opts to tax in the deed. It cannot be added later.

The rate is normally 22%Normattiva. It falls to 10%Normattiva for buildings on which recovery works were carried out, sold by the business that did them, and for "Tupini" buildings sold by the builder (Table A, part III, nos 127-quinquiesdecies and 127-undecies) ⁵.

Who accounts for the VAT. If the seller has opted to tax and the buyer is a VAT-registered taxable person in Italy, the buyer accounts for it under the reverse charge ². The reverse charge covers only sales by option. Where the builder sells within the five years, the seller charges VAT on the invoice ². If the buyer is not a taxable person, the seller charges VAT in any case. For a private individual, or a business with limited recovery, it is a real cost.

Why sellers often opt. A seller that recovered VAT and sells under exemption a building bought or completed less than ten years earlier must adjust the VAT deducted. It does so in a single payment, for the years remaining in the ten-year period ⁴. The option avoids the adjustment and, with the reverse charge, costs nothing to a buyer with full recovery. That is why the choice between exemption and option is agreed before the preliminary contract, not at completion.

Many web pages still say that the exemption does not apply to sales to private individuals or to buyers with a low recovery ratio. The current text of no. 8-ter no longer contains those exceptions ¹.

For commercial buildings sold by a business, registration tax is fixed at 200 €Normattiva, with VAT or under exemption. Mortgage and cadastral taxes are proportional: 3% e 1%Normattiva of the value ¹¹¹³¹⁶. If one party is a closed-ended real estate fund governed by Italian law (art. 37 of the Consolidated Finance Act), mortgage and cadastral taxes are halved ¹⁴. A foreign vehicle of a different form must be checked case by case. If an individual sells, registration tax is 9%Normattiva, with a minimum of 1.000 €Normattiva, and mortgage and cadastral taxes cost 50 €Normattiva each ⁷¹².

Example. A commercial building (a C/1 shop or an A/10 office) sold for 2.000.000 €AdE. The minor items due on deeds subject to VAT (stamp duty, registry fees, special cadastral charges) are left out ¹⁶.

Sources for the table: ^{12671112131416}. Our own calculation.

The preliminary contract. It is registered at the fixed tax. Since 2025, if it provides for a deposit (caparra confirmatoria) or part-payments not subject to VAT, 0,5%Normattiva is paid on those sums, or the lower tax due on the final deed. The amount is then credited against the tax on the deed ⁷. Where the final deed bears fixed registration tax, as for a commercial building sold by a business, the "lower tax" rule exists precisely to avoid a tax that would later have to be reclaimed ¹⁷.

In Trieste and the land-register municipalities. The transfer is entered in the land register rather than registered in the property registry. The consolidated act on mortgage and cadastral taxes leaves the rules of Royal Decree 499/1929 in place for the formalities ¹¹. Not yet verified: check with the notary on the specific deed. In practice the taxes on land register entry follow those in the rest of Italy, but we have found no primary source that says so explicitly.

No. The "price-value" rule (prezzo-valore) allows registration, mortgage and cadastral taxes to be paid on the cadastral value instead of the price. It applies only to sales to individuals not acting in the course of a business, art or profession, and only to residential property and its appurtenances ¹⁸. A shop, office, industrial building or hotel is always outside it, whoever buys.

Outside the price-value rule, the taxable base is market value. The tax office can adjust it ¹⁰. The rule that excluded adjustment for values declared above the cadastral multiplier does not apply to sales other than price-value ones ¹⁰. For commercial property, then, the declared price must stand up against the market. A valuation on file costs less than an assessment.

In a mixed entire building each unit follows its own regime, and the line between residential and commercial is drawn on the cadastral category, not on actual use ¹³¹. Flats bought by an individual can use the price-value rule; the shops on the ground floor cannot ¹⁸. The rule helps only where registration tax is proportional: an individual sells, or a business sells under exemption. If a business sells a dwelling with VAT, registration tax is already fixed ⁶¹⁶. Note: set this up with the notary unit by unit, with separate prices in the deed.

It is enough that the municipality has adopted a general town plan. Neither regional approval nor implementation plans are needed. This applies for VAT, registration tax and income tax ¹⁵. Whoever buys agricultural land that the adopted plan makes buildable pays for it, for tax purposes, as development land.

• A business sells. The sale is subject to VAT, normally at 22%Normattiva, because only non-buildable land is outside its scope ³. There is no exemption to waive for land. Registration tax is fixed, 200 €Normattiva. In deeds subject to VAT, mortgage and cadastral taxes are normally fixed, 200 €Normattiva each; the proportional 3%Normattiva + 1%Normattiva applies only to commercial buildings ¹¹¹⁶.
• An individual sells. Registration tax at 9%Normattiva (minimum 1.000 €Normattiva), mortgage and cadastral taxes 50 €Normattiva each ⁷¹².
• Non-buildable agricultural land bought by someone who is not a working farmer or professional agricultural entrepreneur: registration tax at 15%Normattiva ⁷.
• Development rights (building volume) transferred by contract: registration tax at 3%Normattiva, written into the Tariff since 2025; registration of the deed pays fixed mortgage tax ⁷¹¹¹⁷.

For an individual seller, the gain on development land is taxed in all cases, even after five years of ownership ¹⁹. With a building already built, the gain is normally taxed only if the sale takes place within five years of purchase or construction (the exceptions are in the next section). Note: whether the substitute tax collected by the notary can be applied to land is a question for the accountant: the text speaks of property "bought or built no more than five years earlier" and does not mention development land ¹⁸, and we have found no primary source that settles it.

They are the seller's taxes, but they weigh on the price it asks.

• An individual, outside a business. The gain on a building is income if the property was bought or built no more than five years earlier, with three qualifications: inherited property is outside it; if superbonus works were carried out, the period is ten years from completion of the works; whoever subdivides land or makes it buildable and then sells is always taxed ¹⁹. In the five-year case the seller can ask the notary to apply a substitute tax of 26%Normattiva ¹⁸.
• A business. The gain is taxable income. For gains realised from the tax year following the one in progress on 31/12/2025 (for December year-ends, from 2026), gains on individual assets are taxed in full in the year. Spreading over five years remains only for the sale of a business or part of one held for at least three years ²⁰. The ordinary corporate income tax (IRES) rate is 24%Normattiva ²². The regional tax on productive activities (IRAP) should be assessed case by case, not least because the Region can vary its rate ³².

The second rule changes the numbers for a hotel or a trading business. Selling the business rather than the building alone, besides what it means for the buyer, lets the seller spread the gain over five years, if the business has been held for at least three ²⁰. It must genuinely be a business: a let building sold on its own is still the sale of an asset.

The transfer of a business is not a supply of goods for VAT purposes ³. Registration tax is paid asset by asset: each asset bears its own rate, on the share of the price that the deed or its annexes allocate to it. Practice already allowed this; since 2025 the law says so ⁹¹⁷. Receivables bear the rate for assignments of receivables, and liabilities are spread across the assets in proportion to their value. Without an allocation, the highest rate applies to everything ⁹¹⁷. The rates are those in the Tariff: 9%Normattiva for real property, 3%Normattiva for other assets (goodwill, furniture, equipment), 0,5%Normattiva for receivables ⁷. The base is the market value of the assets including goodwill, net of liabilities shown in the accounts or in documents with a certified date ¹⁰¹⁷.

Example. A hotel transferred as a business for 6.000.000 €Normattiva, with no liabilities for simplicity.

Sources: ⁷⁹¹⁷. Our own calculation. The allocation alone is worth 110.500 €Normattiva here. It must be written into the deed and be defensible: the tax office checks the values ¹⁰.

Not yet verified – to be checked with the notary: mortgage and cadastral taxes on the building within the business. The 2025 circular does not state them ¹⁷. Liabilities are attributed to the assets for registration tax only, not for mortgage and cadastral taxes ¹⁷. For a commercial building, the mortgage tax tariff provides 3%Normattiva on registrations of transfers "even if" subject to VAT, and cadastral tax 1%Normattiva ¹¹. The fixed 50 €Normattiva applies to deeds taxed under art. 1 of the registration tax Tariff ¹², and the Revenue Agency reads that scope narrowly ¹⁶. In the example, if 3% e 1%AdE apply, that is a further 168.000 €AdE. Some secondary sources suggest 50 €AdE + 50 €AdE instead: the figure must be confirmed before the price is built.

Two things the buyer of a business takes on by law:

• The seller's tax debts. The buyer is jointly liable – after the seller, who must be pursued first, and up to the value of the business – for taxes and penalties for the year of the transfer and the two before, and only for debts shown in the tax offices' records at the date of transfer. A clean certificate from the offices releases it, and so does silence forty days after the request. The limits fall away if the transfer defrauds the tax authorities, which is presumed if it happens within six months of a criminally relevant breach being found; they do not apply to transfers within a negotiated crisis settlement or the business crisis procedures ²⁵. The rule is in force until 31/12/2026: from 2027 it is repealed and replaced by the consolidated act on penalties (Legislative Decree 173/2024) ²⁵.
• The rest of the business: contracts, staff, licences. That is why you buy it, and it is the point to check most carefully.

Transaction taxes are national, and in Friuli Venezia Giulia they apply as in the rest of Italy. Corporate and personal income tax are national too; IRAP has a rate the regions may vary ³². The tax on holding property is regional: since 2023 ILIA has replaced IMU in the region ³⁰. It belongs in the yield calculation, not in the cost of the deed.

In these transactions the structure is chosen before the price. We bring buyer, seller and their advisers to the same table, early.