PEX Dividends 2026: new 5% and 500,000 euro thresholds

TL;DR:

• More selective PEX: 5% or 500,000 euros required
• Rule applies to resolutions from January 1, 2026
• Attention to participation chains and demultiplication
• Impact also on 1.20% withholding tax towards EU/EEA
• Checklist before distributing profits or selling holdings

What really changes from January 1, 2026?

From 2026, the Budget Law intervenes on the tax treatment of dividends when the recipients are entrepreneurs, companies or resident entities. The operational point is not how much dividend is distributed, but from which participation it comes: access to the PEX exclusion is narrowed to participations considered significant according to new size criteria.

It is a change in logic that impacts above all mid-sized holdings. Previously, many corporate structures reasoned by qualitative requirements (holding period, residence, etc.). Now the size of the participation becomes a preliminary filter that can cut out small but strategic packages.

What are the new thresholds and how do they apply?

The new rule is alternative: it is enough to respect one of the two requirements.

Participation not lower than 5%, also held indirectly through controlled companies

Partecipazione non inferiore al 5%, anche detenuta indirettamente tramite società controllate

Or tax value of the participation not lower than 500,000 euros

Oppure valore fiscale della partecipazione non inferiore a 500.000 euro

This double track changes priorities: it is not necessarily necessary to rely on 5% if the participation has an important tax value, and vice-versa. Two companies collect 200,000 euros in dividends. If the first has 6%, it falls within the percentage. If the second has 3% but a tax value of 700,000 euros, it falls within the value. The same dividend generates different outcomes.

How is 5% calculated in group structures?

The rule also considers participations held indirectly within the same group, taking into account any demultiplication produced by the control chain. Translated: having a holding above is not enough. The chain needs to be reconstructed and the actual percentage verified, because in some setups there is a risk of falling below the threshold without noticing it.

In presenza di sub-holding, veicoli e partecipazioni incrociate, il 5% economico percepito dal management può non coincidere con il 5% fiscale determinato secondo la catena partecipativa. Per chi gestisce strutture complesse, questa verifica diventa parte della routine di planning trimestrale.

In the presence of sub-holdings, vehicles and cross-shareholdings, the 5% economic interest perceived by management may not coincide with the 5% tax interest determined according to the participation chain. For those managing complex structures, this verification becomes part of the quarterly planning routine.

Che impatto ha sulle delibere di distribuzione utili?

What impact does it have on profit distribution resolutions?

The rule applies to distributions resolved starting from January 1, 2026. This means that the date of the resolution can become more important than the date of accrual of profits, especially for groups that historically resolve dividends at the turn of the year.

Cosa succede se la partecipazione è sotto soglia?

The relevant moment for considering an investment as made is that of its delivery or shipment, or for goods made internally, the moment they are ready and available for use. This tight timeframe forces companies to carefully plan their purchases and documentation.

Se l’obiettivo è dismettere, la soglia incide anche sul disegno dell’operazione: potrebbe servire un conferimento prima della cessione o una riorganizzazione della catena per rispettare i nuovi requisiti.

Practical case: holding with minority participations

Italian holding with three participations: A at 6% with a tax value of 120,000 euros, B at 3% with a tax value of 650,000 euros, C at 2% with a tax value of 90,000 euros. In 2026 A falls within the percentage, B falls within the value, C stays out. For the same dividend, C can generate a much higher taxation compared to the other two.

The consequence is not doing engineering: it is choosing consciously whether to keep, increase, contribute or dismantle, and above all when to resolve. For CFOs managing multiple participations, this numerical scenario becomes an operational reference.

Planning 2026 dividends: verification with Gruppo AQ

If your holding has 10+ participations, you manage indirect chains or are planning exits, a formal verification of the PEX perimeter before the resolution is required. Calculation errors today risk costing tens of thousands in incremental taxation and cash tax.

Gruppo AQ offers:

• Audit of the PEX perimeter (full chain + demultiplication)
• Tax impact simulation (dividends vs capital gains vs EU/EEA withholding)
• Pre-resolution checklist (documentary governance + calendar)

Contact Gruppo AQ for a specialized verification: we will support the structuring together with your tax advisor.

In short

• New thresholds: 5% or 500,000 euros
• Key date: resolutions from January 1, 2026
• Attention to indirect participations and demultiplication
• Impact also on 1.20% withholding tax towards EU/EEA
• A checklist is needed before dividends and exits

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Lo sapevi che

Did you know that

• Una partecipazione sotto 5% può rientrare se supera 500.000 euro di valore fiscale
• A holding below 5% can qualify if it exceeds 500,000 euros in tax value
• La data della delibera può contare più dell’anno di maturazione utili
• The date of the resolution can matter more than the year of profit maturity
• La demoltiplicazione può ridurre molto la percentuale effettiva nel gruppo
• The demultiplication can significantly reduce the actual percentage in the group
• Dividendi e plusvalenze vengono trattati con logica più coerente dal 2026
• Dividends and capital gains are treated with a more consistent logic from 2026
• Size verifications also impact EU/EEA flows
• An incomplete dossier can transform a tax issue into a treasury problem

FAQ

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Sources

• Law December 30, 2025, n. 199 (2026 Budget) – Paragraphs 51-55
• Technical report – PEX dividend discipline and new 5% / 500,000 euro thresholds