The Department services cover fiscal issues related to natural person's activities and Real Estate (the Firm assists Italian and foreign real estate owners in Italy and abroad who want to optimize the fiscal management of their assets).

The Italian taxation framework undergoes frequent changes which Tonucci & Partners takes into account when assisting clients on company taxation, ( which was modified by the recent reform of Value Added Tax (IVA)), withholding taxes, and income taxes.

The Firm's extensive experience in international fiscal matters allows it to advise international clients, particularly foreign companies, which want to set up business in Italy through the incorporation of a company, by opening their subsidiary or by venturing with Italian partners. Through this activity, the Firm receives frequent requests for assistance from international clients on company taxation, especially in the presence of scheduled mergers and acquisitions.

The Department offers the following services regarding fiscal profiles on taxation:

Company operations

1. Company deeds of incorporation, establishment of subsidiaries and representative offices for foreign companies.
   
   
2. Joint Ventures, consortiums and GEIE.
   
   
3. Company's deeds of sale and shareholding.
   
   
4. Feasibility studies and implementation of company's restructuring operations, including mergers, splits, underwritings, transformations and liquidation of companies and entities.
   
   
5. Study, planning and realization of management buy-out, company acquisitions, public offers of stock and stock option plan.
   
   
6. Participation in company meetings and boards of directors on client's behalf.
   
   
7. Taking on assignments of Boards of Directors and Boards of Auditors.

Administration and Management Control

1. Assistance and consulting in accounting and administration restructuring.
   
   
2. Consulting in setting up accounting procedures.
   
   
3. Periodical auditing of administration-accounting.
   
   
4. Assistance and consulting in arranging and drafting balance sheets.
   
   
5. Assistance and consulting in arranging annual or infra-annual budget and reporting.
   
   
6. Audit activity, carried out through authorized auditing companies.

Fiscal assistance and consulting

The Department covers all national and international fiscal aspects:

1. Direct Consulting on all fiscal thematic and issues.
   
   
2. Studies and planning for direct and indirect tax burden optimization.
   
   
3. Fiscal consulting related to special company operations such as: acquisitions, mergers, splits, underwritings and liquidations, including tax audit on target companies.
   
   
4. Studies, opinions, and fiscal planning concerning real estate, trust funds, successions and donations.
   
   
5. Consulting on international fiscal planning for multinational groups.
   
   
6. Consulting and assistance on fiscal and financial relieves, both on national (state and local) and international levels.
   
   
7. Assistance in relationships with Financial Administration offices.

Ruling

Assistance and consulting on arranging and presenting national and international summoning requests.

Judicial Consulting and Assistance on taxation issues

1. Taxpayer's representation and protection before administrative litigation organs and before jurisdictional organs of any type (taxation committees, ordinary and administrative jurisdiction, European courts).
   
   
2. Drafting memorandums in all taxation fields, taking into account EU and international law.
   
   
3. Inquiring Financial Administration, summoning and assisting requests for alternative dispute resolutions (ascertainment with adherence, judicial conciliation, etc.).

Due Diligence activity

1. Investigations on the legal and economic status of targeted corporations.
   
   
2. Preparation of Due Diligence reports for companies acquiring or selling corporations, corporation branches or parts of assets.
   
   
3. Examination of corporate documents and documents relative to contracts and real estate.
   
   
4. Monitoring and examination of administrative and judicial proceedings.

Special Financial Operations

All services provided by Tonucci & Partners are coordinated to facilitate the following financial operations:

Company Structure Optimization

1. Assisting in the introduction of new financial or industrial shareholders to increase capital.
   
   
2. Assistance with company reorganization as new partners take over minority shareholding to favor generational or entrepreneurial turnover.

Optimization or Restructuring of Financial Assets

1. Definition of optimal strategies (also concerning fiscal aspects) for financial coverage of specific investment and development projects.
   
   
2. Assistance in relieving troubled companies through optimization projects, financial structure readjustments or, if necessary, debt renegotiations with banks and other creditors.

Mergers & Acquisitions - Privatization Procedures - LBO/MBO

1. Drafting information memorandums on target companies, while evaluating the company itself.
   
   
2. Fiscal and negotiation assistance for the acquisition or surrender of companies and company's branches, control shares or minority shares.
   
   
3. Assistance on assessments and procedures related to privatization projects of companies with public share capital.
   
   
4. Assistance on planning (for financial, economic and fiscal aspects) and on executing leveraged operations, management and family buy out/in intended for the acquisition of companies or company's branches through the financial lever.

Capital Market Operations

1. Taxation assistance on stock floatation and the rise of private savings.
   
   
2. Taxation consulting on all phases of new stock emissions and stock packages negotiations.

Electronic Commerce

The Department has often dealt with application of IVA (VAT) to E-commerce operations and to electronic invoicing, while taking into consideration the juridical framework consisting of the following:

1. Regulation (EC) n. 792/2002 of 7 May 2002 Council, temporarily amending the regulation (EEC) n. 218/92 of administrative cooperation in indirect taxation matters (IVA) with reference to additional electronic commerce measures.
   
   
2. Directive 2002/38/EC of 7 May 2002 Council, temporarily amending the Directive 77/388/EEC on the value added tax regime applicable to radio and TV broadcasting and to specific services provided with electronic means; the Directive also amends the EU taxation framework to incorporate electronic services provided by passive subjects otherwise without fiscal identification duties in the EU.
   
   
3. Legislative Decree n. 273 1 August 2003, transposing the Directive 2002/38/EEC concerning the value added tax arrangements applicable to radio and television broadcasting services and certain electronically supplied services.
   
   
4. Legislative Decree 20 February 2004, n. 52 transposing the EU Directive 2001/115/EEC in order to simplify, modernize and harmonize the conditions laid down for invoicing in respect of value added tax.
   
   
5. Ministry of Finance and Economy Decree 23 January 2004 on "Fiscal duties fulfillment modalities as regard to electronic documents and their reproduction on different types of media".