Points to validate with the accountant

The cap table has shifted from 33/33/33 (April assumption) to Generations as majority holder (51%), with Giobi in the minority.Confirm that moving to a minority stake does not change the opinions already given (flat-rate (forfettario) regime, de facto control, RW form). In principle a minority stake reduces the risk of "de facto control", but it still needs formal validation.

Giobi is sole gérant and resident in Italy: effective management and decisions originate from Italy.What is the real exposure to a reclassification of the BV as tax-resident in Italy? This is the point raised during the external consultancy and must be validated as a priority.

Possible mitigations to assess: moving part of governance and operational delegations to the Belgian shareholders (David and Yoni, residents in Brussels), a board of directors, real substance in Belgium.What is concretely needed for the substance to be recognised in Belgium and not in Italy?

Tax treatment of the licence proceeds for Giobi (royalties): compatible with the flat-rate (forfettario) regime? Do they fall under miscellaneous income, self-employment income, or other?

Is granting a licence to a BV in which Giobi holds a stake comparable to "invoicing the SRL" (with the related flat-rate (forfettario) regime compatibility issues), or is it a distinct case?

Alternative: the licence / the rights as a contribution in exchange for shares instead of cash capital. Treatment of the contribution of intangible rights and its valuation.

Which vehicle is most suitable for holding the underlying IP (natural person, sole proprietorship, another company)?

Target remuneration at steady state: ~5.000€/month. In the early years Giobi forgoes part of it.How to structure the waiver: director's remuneration accrued and unpaid (payable to the director) or interest-free shareholder loan? Tax implications and methods for later recovery.

Confirmation of the threshold (~35k/two-year period) above which the remuneration causes the flat-rate (forfettario) regime to lapse, and the horizon of the trade-off: when the company can pay the full 5k, 5k or flat-rate regime, not both.

How to value Giobi's contribution (the vertical IP licence) against the other shareholders' cash capital, for the purpose of determining the shares? Is an appraisal required?

Involve the firm's network lawyer (Pinolini / Colombo / Ricci) on: shareholders' agreement (tag along, drag along, lock-in, matters reserved to a qualified majority), IP protection and exit clauses.

RW form and IVAFE on the foreign holding; director's remuneration in the tax return; dividends (Belgian withholding / VVPRbis with credit in Italy); social-security coordination (A1 form, EU Reg. 883/2004).All already confirmed. To be revisited only if the move to a minority stake or the IP licence structure changes their treatment.