Scaleup Act 2024: the new rules that risk blocking innovative Italian startups

The Scaleup Act, introduced with the annual law on the market and competition of 2024, is causing uncertainty among Italian startups and their consultants. Months after its entry into force, many innovative companies are blocked in the approval of financial statements or in the incorporation phase due to ambiguities in the interpretation of the new rules. In particular, the greatest difficulties arise in managing the permanence in the special section of the business register of the chambers of commerce, with a reduction of the maximum period from five to three years and the introduction of stringent criteria to obtain an extension, which involve R&D expenditure, public testing contracts, patents or capital increases. The lack of official clarifications from the Ministry of Business and Made in Italy (Mimit) contributes to the climate of confusion, slowing down crucial decisions and causing fears of losing important incentives.

Uncertainties on new timelines and risks for startups

A critical issue concerns the discrepancy between the old rules of the 2012 Passera decree, which granted startups up to five years of permanence in the special register, and the new provisions that calculate the times starting from the date of registration, often after incorporation. This creates a regulatory vacuum for hundreds of startups, with risks of exclusion from the aid provided for if not reconfirmed within the new terms. Furthermore, the possibility of transferring to the category of innovative SMEs is not always a convenient solution, given the need for mandatory certifications and the risk of losing benefits. The situation requires urgent harmonization, also because the current register includes thousands of companies that are in this regulatory transition phase and fear operational blocks.

Doubts about definitions and criteria for innovation by Mimit

Another factor of doubt concerns the very definition of innovative startup, in particular with regard to the exclusion of consultancy or service activities that the government deems not sufficiently innovative. Without a clear indication, for example through specific Ateco codes, many companies risk being excluded from the facilitated regime. This aspect is crucial to prevent entities that do not meet the innovation criteria from benefiting from incentives, but at the same time certainty must be guaranteed to genuine realities, avoiding subjective or arbitrary interpretations. The silence of the Mimit on this front fuels interpretative fragmentation and the precariousness of corporate strategies.

New investment limits and consequences for founders and collaborators

The changes introduced by the Scaleup Act also introduce new restrictions on the amount of investments that can benefit from tax breaks. In particular, the maximum threshold of 25% of the capital that can be allocated to incentivized investments creates a barrier for the founders themselves, who are often the main investors in startups, and for work-for-equity formulas that provide for the assignment of shares in exchange for work. Furthermore, starting in 2025, the deductions will be reserved exclusively for startups, excluding innovative SMEs. In an economic context characterized by uncertainty, increased financial costs and difficulties in the national market, these regulatory complications risk further slowing the growth of innovative Italian companies. A timely and clear intervention by the ministry therefore appears essential to avoid a systemic block and revive confidence.