01. Ministerial Decree of June 27, 2025, and tax coordination of OIC 34

Rationale and general principles

Ministerial Decree of June 27, 2025, issued in implementation of Art. 4, paragraph 7-quinquies, of Legislative Decree no. 38/2005, governs the coordination between the determination of IRES and IRAP tax bases and the innovations introduced by the new OIC 34 "Revenue", as well as by the amendments to OIC 16 and 31 published in March 2024.

As specified in the Explanatory Report, the Decree does not pursue the objective of reforming the tax discipline of revenue, but limits itself to overseeing areas where the new accounting rules present profiles of uncertainty or introduce evaluative components capable of affecting the determination of taxable income. On the other hand, the profiles of qualification, classification, and temporal attribution, which are now consolidated in the system of enhanced derivation, remain outside the scope of the regulatory intervention.

In this context, Articles 1-5 of the Ministerial Decree confirm the full tax relevance of the main innovations of OIC 34, including:

• the identification of the elementary unit of accounting for revenue;
• the grouping of contracts;
• the discounting of future cash flows in the presence of payment deferrals exceeding twelve months;
• the identification of the moment of revenue recognition;
• the qualification of the entity as a principal agent.

Although characterized by evaluative elements, these cases are brought by the Decree within the scope of evaluations functional to the qualification of the transaction, with the consequent application of the principle of enhanced derivation for income tax purposes.

Costs for obtaining the sales contract

Paragraph A.13 of OIC 34 governs the accounting for costs incurred for the successful conclusion of a sales contract, allowing their capitalization under intangible assets if they are specifically attributable to the contract, its attainment is reasonably certain, and the costs are recoverable through the contract itself. In other cases, these charges are recognized directly in the Income Statement.

Art. 2 of the Ministerial Decree brings capitalized costs under OIC 34 within the scope of application of Art. 108, paragraph 1, TUIR, confirming their deductibility in installments consistent with their recognition in the Income Statement. Costs recognized directly in the Income Statement are, instead, fully deductible in the fiscal year in which they are incurred.
The Decree does not introduce, on this point, any derogations from the principle of enhanced derivation.

Variable consideration

In the presence of variable consideration, OIC 34 provides that revenue be determined based on the best estimate of the total consideration, taking into account discounts, allowances, returns, and penalties, accounted for as a reduction in revenue.

Art. 3 of the Ministerial Decree introduces a limited derogation from the principle of enhanced derivation with reference to legal and contractual penalties, establishing that they contribute to the formation of income only in the fiscal year in which they are certain in existence and objectively determinable in amount. The provision confirms the tax nature of penalties as provisions and the consequent application of Art. 107 TUIR, regardless of their civil law representation as a reduction in revenue.

The deactivation of enhanced derivation is limited only to penalties, while other variable components of the consideration continue to follow the tax treatment consistent with their accounting recognition. Finally, paragraph 2 of Art. 3 clarifies that the requirement of prior recognition in the Income Statement is considered satisfied even when the penalty is recognized as a direct reduction in revenue.

(Followed by an in-depth analysis of costs for sales with right of return and costs for dismantling and removing assets).

In-depth analysis by partner Carlo Chinello and counsel Elisa Raimondo.