2025 promises to be a year full of opportunities for innovative startups and SMEs thanks to important regulatory and fiscal changes designed to stimulate the Italian business ecosystem. In the last months of 2024, two key laws were approved - the Annual Competition Law (Law 193/2024) and the “Startup Law” (L. 162/2024) - which introduced significant changes in the discipline of innovative startups.

These reforms aim on the one hand to expand the available tax incentives, and on the other to redefine requirements and obligations for innovative companies, making the environment more favorable to growth but at the same time more demanding in terms of compliance. In such a scenario, for entrepreneurs and investors, it becomes essential to understand the 2025 news for innovative Startups and SMEs and to adapt promptly, so as to reap the expected benefits and avoid risks of non-compliance. In fact, the new regulations aim to encourage investments in technology and innovation, simplifying and making the procedures for accessing benefits more transparent, and at the same time extending protections and rules to accompany startups to the scale-up phase.

Below is a detailed analysis - with an informative but authoritative approach - of the main tax and legal changes introduced in 2025 for innovative startups and SMEs. The goal is to provide a clear and practical overview of the new tax breaks, new regulatory requirements and the best strategies to prepare for and take full advantage of these opportunities. Whether you are the founder of a technology startup or investors interested in the world of innovation, this guide will help you navigate the incentives, legal obligations and prospects offered by the new regulatory framework, with a particular focus on how a specialized law firm like CRCLEX can support you on this path.

The 2025 tax changes offer important incentives to support innovative startups and SMEs, both for those who invest in these companies and for the companies themselves. In this section, we will review key measures — from capital gains exemption to new investment and research facilities — highlighting how they can translate into concrete advantages for entrepreneurs and investors.

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Capital gains exemption for investments in innovative startups

The tax exemption on capital gains made by individuals from the sale of investments in innovative startups (and SMEs) is operational, provided that the investment is maintained for at least 3 years. This benefit is valid for transfers up to 31 December 2025, unless extended.

Tax incentives and enhanced benefits for new innovative companies

• The personal income tax deduction for individuals who invest in innovative startups at an early stage (first years of life) rises to 65% from 1 January 2025 (“de minimis” regime), compared to the previous 50%.
• The 50% deduction for investments in more mature innovative SMEs is eliminated.
• The benefit has limitations, such as holding no more than 25% of the share capital or being suppliers for more than 25% of the turnover.‍

‍ Research and Development (R&D) Tax Credit

Confirmed for 2025 and extended until 2031, the credit is equal to 10% of eligible expenses (up to 5 million euros per year). It also concerns technological innovation, Industry 4.0 and digital transition (with rates sometimes at 5%).

Other tax breaks for innovative startups and SMEs

• New 8% tax credit (up to 500,000 euros per year) for certified incubators and accelerators that invest in innovative startups (investment to keep for at least 3 years).
• The 50% discount on consulting and IPO costs for publicly traded SMEs (maximum 500,000 euros) has been extended until 2027.
• Stamp duty exemptions, secretarial fees and annual chamber law have been confirmed for innovative startups.

Legal and regulatory aspects

On the regulatory and legal front, 2025 marks a real evolution of the framework for innovative startups and SMEs. Recent legislative interventions not only redefine what is meant by an “innovative startup”, but also introduce new rules on the duration of this special status, on corporate management and on the raising of capital. In this section, we analyze the main regulatory changes, with an eye on the practical implications for shareholders and directors, as well as for financing transactions such as equity crowdfunding and venture capital.

New regulations on innovative startups: from the Startup Act to the Scale-Up Act

Twelve years after the introduction of the first Italian “Startup Act” (Growth Decree 2.0 of 2012), the legislator has intervened to profoundly update the definitions and rules of innovative startups. The Competition Law 2024 (Law 193/2024) and the “Centemero” Law on incentives (Law 162/2024) have made substantial changes to Decree-Law 179/2012, effectively outlining a new 2025 regime for these companies.

A first innovation is the explicit introduction of a size requirement: to qualify as an innovative startup, a company must necessarily fall into the category of micro, small or medium-sized enterprises according to EU parameters (recommendation 2003/361/EC). This codifies a previously implicit aspect, ensuring that only small companies can access the special status. Furthermore, it is clarified by law that the innovative startup cannot carry out as its main activity that of mere consultancy or agency: its corporate purpose must be exclusively or mainly the development, production and commercialization of innovative products or services with high technological value. In practice, we want to prevent traditional consulting firms from operating under the label of “startup”; the company must have innovation in its core business, otherwise it loses its benefits. This obligation requires startups to maintain a well-defined focus on technological development and not to “derail” towards inconsistent activities, under penalty of forfeiting their special status.

Another crucial intervention concerns the maximum duration of the status of innovative startup in the special Register of Companies. Until now, a startup could remain 'innovative' for 5 years from its establishment, after which (if still active) it automatically left the subsidized regime or, if it met the requirements, it passed through the 'innovative SMEs' register. From 2025, the basic period of registration as an innovative startup has been reduced to 3 years; however, it is possible to extend the benefit up to 5 years if the company meets at least one of the growth requirements identified by the new law. These requirements include, for example: an increase of at least 25% in research and development expenses, the conclusion of an experimentation contract with a Public Administration, an increase in revenues or employment of more than 50% between the second and third years, the obtaining of a patent, or the raising of new capital (for example through a capital increase with a surcharge or a loan through conversion from qualified investors). Achieving only one of these conditions within the third year allows the startup to extend the status for another 2 years, thus benefiting from reserved benefits for a total of 5 years.

But that's not all: the legislation also outlines a real scale-up path. In addition to 5 years, additional biennial extensions (two additional years at a time) are possible to support the phase of intense growth, up to a maximum of 9 total years of stay in the subsidized regime. To obtain each extra extension (beyond the fifth year), the company must demonstrate even more significant results, such as: a premium capital increase from institutional investors (funds) of more than 1 million euros, or the annual doubling of revenues from the sale of products/services. Essentially, the law recognizes that some startups may need more time to become solid businesses (scale-up) and rewards them if they continue to grow quickly. This new regulatory framework transforms the old 'Startup Act' into a sort of 'Scale-up Act', focusing resources on companies that show traction and concrete results. For startups already registered in the Special Register before the reform (i.e., as of December 18, 2024), there are transitional provisions: based on the length of registration, a certain amount of time is allowed (up to 12 months from the end of the third year for those registered for more than 18 months, or 6 months for younger ones) to adapt to the new requirements and thus be able to extend the status. Every innovative company would do well to verify its position and plan to meet some of the extension requirements in time, so as not to be caught unprepared at the end of the third year.

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Responsibility of Shareholders and Directors

Shareholders of limited liability companies (SRL, SpA) have limited liability to the subscribed capital. Directors must monitor business performance (Business Crisis Code), adopt appropriate organizational structures and can respond personally in case of imprudent management. Financial transparency and a detailed business plan are now more crucial.

Capital raising: equity crowdfunding and venture capital

Innovative startups, by their nature, often need to raise fresh capital to finance product development and growth. In recent years, different methods of financing have emerged — from equity crowdfunding campaigns to rounds with professional investors (business angels, venture capital funds) — each with its own legal implications. The regulatory changes of 2025, while not revolutionizing these forms of collection, confirm their importance and introduce a few more elements of attention.

In Italy, equity crowdfunding has been regulated since 2013 and since 2017 it has been extended to all SMEs, but innovative startups were the first to use it and remain protagonists on many authorized CONSOB online platforms. Since 2021, a uniform EU Regulation regulates crowdfunding at European level, raising the bar in terms of transparency and protection of retail investors. This means that a startup that decides to open its capital to the public through a crowdfunding portal must prepare accurate information documents (similar to mini-prospectuses), detailing risks, strategy and use of the funds raised. From a legal point of view, it is essential to prepare a corporate statute suitable to accommodate a plurality of new shareholders (perhaps hundreds of small investors): it is necessary to provide for categories of shares or shares without voting rights (so as not to fragment governance excessively), drag long/tag along clauses to facilitate future exits, and in general to establish clear rules for the crowded shareholders' meeting. Innovative startups established as SRL can issue special categories of shares even in derogation from the civil code (a faculty granted precisely by the startup legislation), and this tool must be used to model a flexible corporate structure. Equity crowdfunding also has tax implications: individual investors who join online also enjoy personal income tax deductions (30% or 65% de minimis) as if they were investing directly, which increases the attractiveness of the offer. On the other hand, founders must be aware that with the entry of numerous minority shareholders, they assume the burden of complying with periodic reporting and reporting obligations on the company's performance, to maintain trust and prevent potential disputes.

As far as traditional venture capital is concerned, the legal implications are mainly at stake in contracts. A VC investment involves the negotiation of shareholder agreements and detailed term sheets, which regulate co-sale rights, priority, liquidation preference, vesting of the founders' shares, any earn-out clauses or options. In 2025, the regulatory environment became more favorable to the entry of institutional capital: for example, transactions with collective investment undertakings (OICRs) are encouraged also through scale-up requirements (a capital increase of >1 million from a fund allows the startup status to be extended). However, precisely the use of these tools requires startups to have a high level of legal structure: it will be important to have legal advisors to prepare agreements that protect both the investor and the future of the company.

A common mistake is to underestimate clauses that seem irrelevant in the short term, but that may weigh on the future — for example, a liquidation preference that is too onerous can wipe out the founders' gain upon exit, or certain shareholders' meeting vetoes given to minority investors can slow down strategic decisions. Therefore, even if innovative SMEs are no longer covered by the tax advantage for those who invest in them, they remain an attractive vehicle for funds and deserve equal contractual attention. In addition, an innovative SME that wants to raise large capital, perhaps focusing on the Stock Exchange, may benefit - as seen - from the tax credit on listing costs, but it will have to prepare well in advance on a legal level (auditing, transparent governance, regulatory compliance) to pass the scrutiny of regulated markets.

In summary, raising funds in 2025 requires innovative startups and SMEs to have solid legal protection: both to comply with specific regulations (from CONSOB/EU regulations for crowdfunding, to antitrust authorizations if necessary in M&A transactions or the entry of large investors), and to build balanced governance from the start and avoid future disputes between shareholders. Planning every phase of the collection with a specialized law firm — from setting the statute before a crowdfunding campaign, to due diligence and investment contracts in a Series A or B round — is an investment that pays off in terms of peace of mind and long-term success.

How to Prepare for and Take Advantage of New Opportunities

Maximize Tax Benefits:

- Plan the transfers of shares in accordance with the 36 months of holding for the exemption of capital gains.

- Concentrate investments in startups in the first 3 years of life for the 65% deduction.

- Structure capital increases considering thresholds and benefits for investors (including incubators/accelerators).

- Certify R&D expenses to maximize the tax credit and consider registering patents.

Legal compliance and compliance: how to avoid risks

The new regulations accentuate the importance of legal compliance for innovative companies, which becomes essential to maintain status and benefits.

- Constant monitoring of requirements: Innovative startups and SMEs must periodically verify that they comply with the criteria for registration in the Business Register (e.g. innovative corporate purpose, company size, percentage of revenues from innovative activities). The loss of status implies the termination of benefits and the obligation to communicate. Directors who do not communicate or continue to benefit unduly from concessions risk penalties and refund requests.

- Transparency towards investors and third parties: Law 193/2024 requires a detailed business plan that indicates how the funds raised will be used. This also serves as an internal control tool, to monitor progress, measure R&D expenses and report to stakeholders.

- Adequate organizational structures: From 2025, the obligations of the Business Crisis Code become fully effective. Companies must adopt appropriate administrative, accounting and organizational structures to promptly detect the crisis (e.g. cash flow control, budget, possible appointment of an auditor).

- Protection of data and intellectual property: Compliance with the GDPR and the clear contracting of intellectual property rights are essential. Investors verify these aspects during due diligence. Investment in compliance: It is advisable to invest in periodic advice and audits (legal, tax, technical) to identify and resolve non-compliance, avoiding higher costs deriving from litigation or the loss of benefits.