Employee stock plans: clarifications from the Revenue Agency on applying the tax relief regime

With Ruling no. 147/E of June 4, 2025, the Italian Revenue Agency provided clarifications on the conditions required to apply the favorable tax regime set out in Article 51, paragraph 2, letter g) of the Italian Income Tax Code (TUIR), in relation to a stock allocation plan for employees. The Agency reiterated certain well-established principles in the matter, while also offering operational guidance for companies wishing to benefit from the tax relief.

The regulatory framework: Art. 51, paragraph 2, letter g) of the TUIR

The regulation provides that the value of shares granted to employees does not contribute to employment income, up to an annual limit of €2,065.83, provided that certain requirements are met. Specifically, the benefit may be granted if the shares are offered to all employees or to homogeneous categories, if the value does not exceed the set limit, and if the shares are held for at least three years from the allocation date.

The case in question

In the case under review, the applicant company—referred to as “Company Alfa”—had set up a plan involving the allocation of shares to employees, excluding certain specific categories: fixed-term employees, general managers, and executives with strategic responsibilities.

The question posed to the tax authority concerned the possibility of applying the tax benefit despite these exclusions. Specifically, it asked whether the plan could still be considered compliant with the requirement of being addressed to the “generality of employees” or a “homogeneous category,” as required to access the tax benefit.

Clarification by the Agency: objective criteria and consistency with company policies

In its response, the Revenue Agency referred to previous rulings, notably Resolution no. 3/E of 2002, Resolution no. 378/E of 2007, and INPS Circular no. 11 of January 22, 2001, reiterating that the “generality of employees” requirement can also be met in a substantive sense, i.e., referring to the group of permanent employees.

Alternatively, the benefit can be granted when shares are offered to a “homogeneous category” of employees, provided that this category is identified based on objective, consistent, and non-discriminatory criteria. The Agency stressed that the term “category” does not necessarily have to be interpreted in a legal sense but may refer to parameters relevant to the company’s organization, such as job level, duties performed, type of contract applied, or business area.

In this case, the exclusion of executives with strategic responsibilities and general managers was deemed legitimate, as these individuals are covered by a separate Long-Term Incentive Plan (LTI) already included in the company’s compensation policy. The Agency recognized that such an exclusion does not violate the principle of non-discrimination but fits within a coherent overall strategy aligned with the company’s organizational and management goals.

The Agency’s reply confirms, in line with previously expressed positions, that the tax relief for stock allocation can apply even if the plan does not involve the entire company population. What matters is that the offer targets a sufficiently broad and homogeneous group of employees, identified through transparent and verifiable criteria, without arbitrary or discriminatory exclusions.

Furthermore, the Agency reaffirmed that having separate plans tailored to the role and responsibilities of individual employees may justify differences in treatment, provided these differences serve the purpose of effective personnel management.

Ruling no. 147/E of June 4, 2025, thus confirms that, within the limits and conditions set by the TUIR, stock allocation plans may be selectively structured, provided that access is based on objective and justifiable criteria.