The family pact is the contract by which an entrepreneur transfers all or part of the business, or a holder of company shares transfers all or part of those shareholdings, to one or more descendants (Civil Code, Article 768-bis). It is executed before a notary, with the participation of the spouse and of all those who would be forced heirs, and whoever receives the business pays out the other participants, unless they waive their entitlement.
It is the instrument Italian law provides to make the generational transfer of a business stable: what participants receive is not subject to collation or abatement (Art. 768-quater). This is why it is one of the starting points for those who lead family businesses and are planning the transition.
This guide is for information only and is no substitute for advice from a notary or a lawyer: every family pact must be built around the specific case.
Il patto di famiglia in 3 punti chiave
Riguarda l’impresa, non il patrimonio in generale
Ha per oggetto l’azienda o le partecipazioni societarie, e il beneficiario è un discendente.
Coinvolge tutti i legittimari
Il coniuge e chi sarebbe erede legittimario devono partecipare. Chi riceve l’impresa liquida gli altri con denaro o beni, salvo rinuncia.
Ha regole formali e fiscali precise
Richiede l’atto pubblico a pena di nullità e, per i benefici fiscali, impegni da rispettare per almeno cinque anni.
Family pact: what it is and what the Civil Code says
Anyone asking what a family pact is will find the answer in the family pact under the Civil Code: Articles 768-bis to 768-octies, introduced by Law no. 55 of 14 February 2006. Before that law, an agreement of this kind was barred by the prohibition on succession agreements (Studio Busani). The family pact is the exception that allows the succession of a business to be organised while the entrepreneur is still alive.
What kind of contract is the family pact? It is a contract of transfer free of charge: the assignee pays no price to the entrepreneur. Their obligation is a different one: settling the other participants, which we will look at later.
Gli articoli del Codice civile che regolano il patto
Definizione: trasferimento di azienda o partecipazioni a uno o più discendenti
Forma: atto pubblico, a pena di nullità
Chi partecipa, liquidazione dei legittimari, esclusione da collazione e riduzione
Impugnazione per errore, dolo o violenza entro un anno
Legittimari che non hanno partecipato: diritto alla somma più interessi legali
Scioglimento o modifica con nuovo contratto; recesso solo se previsto
Controversie e tentativo di conciliazione
Gli articoli sono stati introdotti nel Codice civile dalla legge 55 del 2006.
What the family pact is for
What the family pact is for is best understood by looking at what it prevents. Without an agreement, the transfer of the business may be reopened on the entrepreneur’s death, with heirs seeking the aggregation of assets, the collation of gifts received or the reduction of those that infringed their share.
The family pact brings that discussion forward. It settles, during the owner’s lifetime, who will lead the business, puts on record what is due to the other family members and, once executed, shields the transfer from collation and abatement. There are three reasons for choosing it:
- Stability. Whoever receives the business knows that what they have received is not subject to collation or abatement.
- Declared fairness. The other forced heirs receive their share in cash or assets, or knowingly waive it, before the notary.
- Continuity. The business passes to a chosen person rather than being fragmented among all the heirs.
Who can enter into a family pact and who must take part
When asking who must take part in a family pact, the rule is in Art. 768-quater, which specifies three parties:
- The settlor. The entrepreneur who transfers the business, or the holder of quotas or shares who transfers them. The law refers to descendants: a brother or an outside partner, for example, are not included.
- The assignee or assignees. One or more descendants, not necessarily children, such as grandchildren.
- The spouse and all forced heirs. The spouse and everyone who would be a forced heir if the succession opened at that moment must take part. These are the forced heirs: the family members to whom the law reserves a share of the estate.
On the family pact between siblings, a clarification is needed: it is not concluded “between siblings”, because the settlor is the parent. The assignee’s siblings take part as forced heirs and receive payment of their share, or waive it.
The subject matter is the business or company shareholdings. A family pact including property is possible only if the property forms part of the business: a house or land held personally, outside a business activity, does not fall within the definition in Art. 768-bis and must be dealt with through other instruments.
How the family pact works, step by step
Entering into a family pact follows a six-step process.
- Choose the assignee. This is the most human part and often the longest: it requires a willing and prepared successor, an issue tied to succession planning. If the intended child does not want the role, the problem changes in nature: see the guide on what to do when your child does not want to inherit your business.
- Valuing the business. The value on which the forced heirs’ shares are calculated is determined by an expert appraisal, usually attached to the deed.
- Identify the forced heirs and their shares. Together with the notary, establish who must take part, also taking into account anyone who might come along later.
- Define the settlement. In cash, in assets, or through total or partial waiver by the other participants.
- Executing the public deed. The notary draws up the deed, which is void without this form (Art. 768-ter).
- Meeting tax obligations. Exemption from gift tax requires a declaration of commitment and compliance with the conditions for at least five years.
Paying out the forced heirs: who pays and how much
This is the economic core of the transaction. Under Art. 768-quater, whoever receives the business or the shareholdings must settle with the other participants by paying a sum corresponding to the value of their reserved shares, unless they waive it in whole or in part. The parties may also agree that the settlement be made wholly or partly in kind. Alternatively, the entrepreneur may assign other assets to the other participants, which are allocated to their reserved shares at the value set in the contract.
The settlement also has a tax dimension worth knowing. With Ruling No. 12/E of 14 February 2025, the Agenzia delle Entrate clarified that compensatory allocations to forced heirs who are not assignees are subject to the tax rate and exempt threshold based on the family relationship between the entrepreneur and each forced heir, not between the assignee and the forced heir. The exemption under Art. 3, paragraph 4-ter, of Legislative Decree 346/1990 applies only to the transfer to the descendant (Agenzia delle Entrate, Ruling No. 12/E of 2025).
That leaves the case of those who did not take part. A spouse or forced heir who was not party to the pact, typically someone who came along after signing, since those already living had to take part, may, when the succession opens, ask the beneficiaries to pay the sum provided for by Art. 768-quater, plus statutory interest (Art. 768-sexies). This is why the notary carefully checks who must be present at signing.
Family pact, gift and will: the differences
The difference between a family pact and a gift of a business is among the most searched questions on this subject. The answer lies in what happens to the rights of the other heirs.
Patto di famiglia, donazione e testamento a confronto
| Patto di famiglia | Donazione di azienda | Testamento | |
|---|---|---|---|
| Quando produce effetto | In vita, con il trasferimento | In vita, con il trasferimento | Alla morte |
| Altri legittimari | Partecipano e vengono liquidati oppure rinunciano | Non partecipano necessariamente | Non partecipano |
| Collazione e riduzione | Escluse per quanto ricevuto con il patto | Si applicano le regole ordinarie | Si applicano le regole ordinarie |
| Modifica | Solo con nuovo contratto tra gli stessi soggetti, o per recesso se previsto | Secondo le regole della donazione | Revocabile dal testatore |
La differenza decisiva sta nella terza riga: solo il patto mette al riparo quanto ricevuto da collazione e riduzione, ed è il motivo per cui si sceglie nonostante richieda il consenso di tutti.
Between a family pact and a will, the difference lies above all in certainty: a will can be revoked at any time and takes effect only on death, whereas the pact binds the parties immediately and can be dissolved only in the ways set out in art. 768-septies.
How much does a family pact cost?
The family pact has no standard cost. It depends on the value of the business, the number of participants and the complexity of the transaction. There are four items to consider:
- Notary. A public deed is mandatory and entails the notary’s fee and the costs of the deed.
- Valuation. It establishes the value of the business or of the shareholdings.
- Taxes. Transfers of businesses, business units, quotas and shares to descendants may be exempt from gift tax, but only if the prescribed conditions are met.
- Paying out the forced heirs. This is usually the heaviest item and must be funded: in cash, in kind or through a waiver.
The conditions for the exemption are precise (Agenzia delle Entrate, resolution no. 12/E of 2025). Anyone receiving a business must continue the business activity for at least five years. For companies limited by shares referred to in art. 73, paragraph 1, letter a), of the TUIR, control must be retained for at least five years. For other holdings, ownership must be retained for the same period. The beneficiary must make a declaration of commitment. If the conditions are not met, the exemption is lost and the ordinary tax, the penalty and interest become payable.
Advantages and disadvantages of the family pact
The advantages of the family pact and its limitations must be read together.
Vantaggi e svantaggi del patto di famiglia
Vantaggi
- Il trasferimento è stabile: quanto ricevuto non è soggetto a collazione né a riduzione
- Il successore è scelto in vita, con tempi e modi decisi dall’imprenditore
- La liquidazione degli altri familiari è definita e documentata
- Possibile esenzione dall’imposta di donazione
- Riduce le occasioni di conflitto alla morte dell’imprenditore
Svantaggi
- Servono il consenso e la presenza di tutti i legittimari
- L’assegnatario deve trovare la liquidità per liquidare gli altri partecipanti
- Il vincolo è difficile da modificare: serve un nuovo contratto o il recesso previsto
- L’esenzione si perde se non si rispettano gli impegni per cinque anni
- Chi sopravvive può chiedere la propria somma più interessi, secondo l’articolo 768-sexies
Challenging and dissolving the family pact
How the family pact can be challenged: Article 768-quinquies provides that it may be challenged on the same grounds as any contract, namely mistake, duress and fraud, and that the action becomes time-barred after one year, a shorter period than the five years for ordinary annulment.
The dissolution of the family pact is governed by Art. 768-septies. The same people who signed it may dissolve or amend it through a new contract, which must have the same characteristics and meet the same requirements. Withdrawal is permitted only if the pact expressly provides for it, by means of a declaration to the other parties certified by a notary.
What the family pact does not solve: the governance angle
The pact governs ownership and the relationship between the heirs. It does not decide how the business is governed the day after signing. As the guide to generational transition points out, the hardest part is often neither legal nor fiscal: it concerns identity, roles and trust.
Dove finisce il contratto e dove comincia la governance
| Il patto di famiglia risolve | Resta da governare |
|---|---|
| Chi riceve l’azienda o le quote | Chi decide cosa, e dove finisce il ruolo del fondatore |
| Quanto spetta agli altri legittimari | Il rapporto tra famiglia, proprietà e gestione, tema della family governance |
| La stabilità del trasferimento | La dipendenza dalla figura del fondatore, che la de-founder-izzazione del brand affronta sul piano dell’identità |
| La forma e gli impegni fiscali | Come si comunica il passaggio a clienti, dipendenti e mercato, che richiede un piano in fasi come descrive la guida su come comunicare il passaggio generazionale |
Il patto di famiglia decide la proprietà. Non decide chi comanda, come si comunica il cambio e che cosa resta del brand quando il fondatore esce di scena: quella è un’altra categoria di lavoro, e va affrontata prima dell’atto, non dopo.
Three useful questions to ask before going to the notary: does the successor have the skills and authority to lead the business? Do family members excluded from management have a role, or a channel through which to stay informed? Is there a forum where family, ownership and management can engage without business decisions becoming family decisions?
Example and outline of a family pact
A textbook example, without statutory or market values: an entrepreneur with a manufacturing business, a spouse and three children, one of whom works in the business. The transferor transfers the business to the child who runs it, the assignee. The spouse and the other two children take part in the deed and receive cash or other assets equal to their reserved share, or waive it in whole or in part. The business is valued by an expert, the notary draws up the public deed and the assignee undertakes to continue the business for at least five years.
The family pact framework drawn up by the notary usually contains the following elements:
- Parties: settlor, assignee or assignees, spouse and forced heirs.
- Subject matter: the business or the shareholdings, precisely described.
- Value: the value assigned, with reference to the expert valuation.
- Payout: amounts, payment methods and timing, assets assigned to the other participants, waivers.
- Imputation: how what is received is set against the reserved share.
- Tax commitments: the declaration of commitment and the duration of the restrictions.
- Withdrawal and termination: whether the pact allows withdrawal and on what terms.
This is not a template to fill in: the framework helps you prepare for discussions with the notary, who adapts each clause to the family and the business.
Richiedi un confronto
Il patto trasferisce la proprietà. L’impresa va tutelata anche dopo
Un passaggio generazionale ben costruito non si esaurisce nell’atto pubblico: accanto al contratto servono ruoli definiti, un’identità di marca che regga quando il fondatore esce di scena e un piano per comunicare il cambio a clienti, dipendenti e mercato. È la parte che decide se l’impresa arriva intera alla generazione successiva, e la affrontiamo insieme a chi segue gli aspetti legali e fiscali.
Domande frequenti
What does the family pact involve?
It is a contract by which an entrepreneur transfers the business, or a shareholder transfers their holdings, to one or more descendants, with the participation of the spouse and the forced heirs. Whoever receives the business pays out the other participants, who may also waive their payout.
How much does a family pact cost?
There is no fixed figure: it depends on the value of the business and its complexity. The cost items are the notary, the valuation, any taxes and the settlement of the forced heirs, which is usually the most significant. The gift tax exemption requires conditions to be met for five years.
What is the difference between a family pact and a gift of a business?
In a family pact the spouse and the forced heirs also take part, either being paid out or waiving their rights, and what is received is not subject to collation or abatement. In a gift of a business these protections do not apply and the ordinary rules on succession remain in force.
What are the advantages of a family pact?
It makes the transfer of the business stable, allows the successor to be chosen during the owner's lifetime, sets out how the other family members are paid out and, under certain conditions, can qualify for exemption from gift tax. It does, however, require the consent of the forced heirs, the liquidity to pay them out and compliance with tax obligations.
What is the family pact for?
It is used to transfer the business or shareholdings to a descendant during the entrepreneur’s lifetime, settling the rights of the other forced heirs in advance and reducing the likelihood of disputes on the entrepreneur’s death.
Which entrepreneurs does the family pact apply to?
Art. 768-bis refers to an entrepreneur and to a holder of shareholdings who transfer to descendants. The law does not specify size or sector. If the activity sits halfway between a business and asset management, it is advisable to check with a notary that the subject matter falls within the legal definition.
Who must take part in the family pact?
Besides the settlor and the assignee, the spouse and all persons who would be forced heirs if the succession opened at the time of signing must take part (Art. 768-quater).
Who is required to compensate the other participants?
As a rule the assignee, who pays the others a sum equal to their reserved shares, in cash or in kind, unless they waive it. The entrepreneur may also assign the other participants assets of their own, which are set against their shares.
How can the family pact be challenged?
On grounds of mistake, duress or fraud, by an action to be brought within one year (Art. 768-quinquies). A forced heir who did not take part may also claim from the beneficiaries, when the succession opens, the sum due plus statutory interest (Art. 768-sexies).
What is the difference between a will and a family pact?
A will takes effect on death, is revocable, and the shares reserved to heirs may be claimed under the ordinary rules. A family pact takes effect immediately, requires the consent of the forced heirs and can be amended only through the procedures of Art. 768-septies.
How is a family pact drawn up?
By public deed before a notary, on pain of nullity (Art. 768-ter). First, the assignee is chosen, the business is valued, the forced heirs are identified and the settlement is decided. Then the deed is signed and the tax return is filed to claim the exemption.
Does the family pact also apply to real estate?
Only if the property forms part of the business. Art. 768-bis covers businesses and shareholdings: a property held personally, outside the business activity, is not included.
Fonti e riferimenti
- Codice civile, libro secondo, titolo IV, capo V-bis, artt. 768-bis e ss. (testo e note riprodotti da Brocardi.it), art. 768-bis
- Codice civile, art. 768-ter, “Forma”
- Codice civile, art. 768-quater, “Partecipazione”
- Codice civile, art. 768-quinquies, “Vizi del consenso”
- Codice civile, art. 768-sexies, “Rapporti con i terzi”
- Codice civile, art. 768-septies, “Scioglimento”
- Codice civile, art. 768-octies, “Controversie”
- Studio Busani, Il patto di famiglia