Introduction
In its response No. 137/2026 of 8 June, the Italian Revenue Agency provided important clarifications regarding the tax treatment of SAFE agreements, which are used to raise capital for innovative start-ups.
In particular, the response focused on the issue of the point in time at which the personal income tax deduction provided for subsidised investments may become payable.
The case
The case concerns an innovative start-up that intends to raise funds through the use of the SAFE (Simple Agreement for Future Equity) between April 2026 and August 2027, during the first three-year period of its registration in the Italian special section of the Companies Register.
The cash flow (and cash flow) envisaged by the start-up is as follows:
- for each investment, verify in advance the availability of the de minimis ceiling via the platform provided by Mimit (Ministero delle Imprese e del Made in Italy)
- receive payment by bank transfer with a specific reference relating to the SAFE
- allocate the sums to a capital reserve earmarked for a future capital increase
- prepare and issue to investors the complete documentation required by law
- carry out the subsequent conversion of the SAFE into shareholdings (shares) by means of a shareholders’ resolution on a capital increase
In the request for a ruling, the company asks the Office whether the provisions of Article 29-bis of Decree-Law 179/2012, which provides for tax incentives relating to investments in innovative start-ups under the de minimis regime, can be applied to the SAFE, raising three questions:
1) whether the SAFE can be considered an investment in a convertible instruments (investimento in convertendo)
2) if the answer to point 1) is affirmative, the company, with reference to the process outlined above, asks whether, for the purposes of investors benefiting from the tax relief, the reason for the bank transfer and the recording of the sums in an equity reserve are sufficient, or whether it is necessary to wait for the resolution on the capital increase
3) the consequences in the event of failure to convert the SAFE, or of a significant time lag between the SAFE agreement and the conversion.
The Italian Revenue Agency’s response
The Italian Revenue Agency provides a response that is highly interesting from several perspectives, beginning with a recap of events over recent years.
Firstly, the Agency recalls the introduction of tax deductions and tax allowances for individuals who invest in innovative start-ups and innovative SMEs, with provision for an enhanced personal income tax deduction equal to 65 per cent of the funding provided by individual investors.
The text then refers to the Ministerial Decree of December 2020, which specified that, in the case of investments via convertible instruments, the tax benefit only accrues upon their actual conversion into share capital.
The response continues with Law No. 193/2024, which marked a decisive turning point, as it amended the previous approach by providing that the right to the deduction accrues at the time of the bank transfer to companies to which the aforementioned rules apply and which record the sums as equity reserves.
The Italian Revenue Agency’s position in response No. 137/2026
The Italian Revenue Agency, confirming the 2024 approach, reiterates that SAFE is an investment in convertible instruments, as the investor immediately assumes the risk associated with the investment, even if the allocation of shareholdings takes place at a later date.
The Agency has also clarified that the right to the tax deduction arises upon the payment made by the investor and does not depend on the actual conversion; this right remains with the investor even if the conversion does not take place or if the reserve is used to cover the company’s losses.
The response also specifies that the deduction ceases to apply if the sums are returned to the investor, either directly or indirectly, before the minimum holding period required by law.
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SAFE & startups https://antonellolawfirm.com/2024/05/30/safe-startups/
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