Italian SAFE: how it works, the 2026 tax ruling and an example

On 5 October 2026 TextYess, a Milan startup that builds AI agents for online shops, announced a €4 million extension of its seed round. Italian Founders Fund led it, with Entourage and VC Partners alongside, and the round was structured as a SAFE. Three months earlier the Agenzia delle Entrate had answered the question Italian angels kept asking about these contracts. When, exactly, do I get my tax deduction?

This guide covers the Italian SAFE from the founder’s side of the table: where the model comes from, why a US SAFE doesn’t fit an SRL, the legal form behind it, what ruling 137/2026 changed and how conversion works in euros. Then the alternatives, the risks and a checklist. New to all this? Start from the beginner’s map, from zero to a first round.

What is an Italian SAFE?

Start with the original. Y Combinator introduced the SAFE, a simple agreement for future equity, in late 2013 and moved to a post-money version in 2018. The investor pays today and gets shares later, normally at the next priced round. Post-money means the stake is counted after all the SAFE money but before the round’s new cash, so both sides know ‘immediately and precisely’ how much of the company has been sold. In the US it’s the default: Carta found SAFEs behind 93% of pre-seed rounds on its platform in the second quarter of 2026.

Italian Tech Alliance, the association of Italian venture capital investors, published a local version in March 2023 with Linklaters, Portolano Cavallo and Growth Capital. It had a discount and no cap. Version 2.0 followed on 3 October 2024, drafted with ten law firms and adding the cap. It’s free on the association’s Risorse page, with an adhesion letter. One detail: here SAFE stands for Subscription Agreement for Future Equity.

Why a US SAFE doesn’t fit an Italian SRL

YC’s forms are written for companies formed in the US, Canada, the Cayman Islands and Singapore. An SRL works differently. Its partners’ stakes ‘non possono essere rappresentate da azioni’ (art. 2468 of the Civil Code), new quotas come from a capital increase, normally resolved by the shareholders’ meeting before a notary (art. 2480), and existing partners have a right to subscribe it pro rata (art. 2481-bis). A US SAFE also never expires: without a triggering event, CRV notes, it ‘remains outstanding indefinitely’. The Italian model adds a maturity date and uses a form Italian law already knows.

How it works: a payment towards a future capital increase

The investor makes a versamento in conto futuro aumento di capitale: money paid ahead of a capital increase the shareholders haven’t resolved yet. The Italian Tech Alliance glossary calls it the closest Italian equivalent of a SAFE.

Under OIC 28, the Italian accounting standard on equity, such payments sit among the capital reserves, not among debts, and can’t be handed back to the partner. The purpose has to be clear from day one, Sandro Cerato wrote in EC News, or the money counts as a debt to shareholders. In the 137 ruling each payment went to a ‘Riserva da SAFE’, and the transfer’s causale, the payment description, read ‘Versamento in conto futuro aumento di capitale’, then ‘Contratto SAFE’ and the signing date.

The parties fill in the five terms, sign, and the investor wires the money. In the ruling, conversion followed trigger events such as a capital increase, a listing or a sale, with the shareholders resolving it before a notary. And if nothing happens? The SAFE ‘si convertirà automaticamente in capitale sociale alla data di scadenza’. No refund.

SAFE tax treatment in Italy: what ruling 137/2026 says

What’s at stake is the 65% deduction from IRPEF, Italy’s personal income tax, for individuals who invest in an innovative startup in its first three years on the special register. It’s de minimis aid, the small state aid that EU Regulation 2023/2831 caps per company: up to €100,000 per investor per tax year, a three-year holding period and at most €300,000 of aid per startup over three years, as SRL Online summarised in September. The startup files the application on the ministry’s platform before the investment. Miss it and the deduction is gone.

Timing was the open question. Before law 193 of 2024 amended article 29-bis of decree-law 179/2012, the deduction accrued only on conversion. Ruling 137 of 8 July 2026 looked at Alfa, an innovative startup using a customised Italian Tech Alliance SAFE: post-money, a fixed cap, no discount. Such a SAFE, the Agenzia said, is an ‘investimento in convertendo’, money that becomes capital later, and the deduction arises with the bank transfer, ‘a prescindere dalla data di effettivo aumento del capitale sociale’.

So conversion isn’t a condition. If the reserve later absorbs losses, the angel keeps the benefit. If the money is returned within three years, the deduction lapses from that date and, Informazione Fiscale adds, must be paid back with legal interest. The government’s March 2026 answer to parliamentary question 5-05188 had pointed the same way. Our comparison of tax breaks for startup investors in Italy and the US has the wider picture.

Italian SAFE conversion: a worked example with a cap and a discount

The company is invented and the arithmetic is ours. Say Gamma Srl, an innovative startup in Padua, takes €100,000 from an angel on an Italian SAFE. Eighteen months later a fund invests €1 million at a €4 million pre-money valuation, €5 million post-money, with the SAFE converting inside the pre-money. Version one has a €2 million post-money cap and no discount, like the SAFE in the ruling. Version two has a 20% discount and no cap.

	SAFE with a €2M cap	SAFE with a 20% discount
How the price is set	Stake = €100,000 ÷ €2M cap, before the new money	Price per quota 20% below what the fund pays
Angel’s stake just before the round	5.0%	3.1%
Angel’s stake after the round	4.0%	2.5%
Founders after the round	76.0%	77.5%
Fund after the round	20.0%	20.0%
Angel’s stake at the round price	€200,000	€125,000

The cap doubles the angel’s money on paper. The discount adds a quarter, whatever the round price, while a cap pays more the further the round lands above it. Founders keep 76% in one case and 77.5% in the other. In an SRL the notary records new quotas: if the founders hold €10,000 of share capital, the cap case means about €526 of nominal capital and some €99,474 of share premium.

And if no round comes in time? On the maturity date the SAFE converts at the valuation at maturity: set at €1.5 million and read post-money, the €100,000 becomes about 6.7% of Gamma. That one blank deserves an hour of negotiation. Model all three cases in your cap table before signing, and check what valuation means for a startup.

Italian SAFE, convertible loan or small capital increase?

The two obvious Italian alternatives are a convertible shareholder loan, the local cousin of a convertible note, and a small capital increase at a price fixed today.

	Italian SAFE	Convertible shareholder loan	Small capital increase
What the investor holds	A right to quotas later; the money sits in an equity reserve	A credit, repayable with interest or convertible on agreed events	Quotas, straight away
Who can put money in	Investors who aren’t partners yet: they join at conversion	Partners with at least 2% of the capital, registered for three months, if the bylaws allow it (Banca d’Italia)	Anyone, but existing partners have a pro-rata right unless the bylaws allow offers to third parties
Repayment	None	Yes; it ranks behind other creditors if the company is thinly capitalised (art. 2467)	None
Valuation	Deferred: cap, discount, valuation at maturity	Deferred: set in the loan agreement	Agreed now
Paperwork and speed	Sign and wire; a notary only at conversion	No special formalities; a notary at conversion, by set-off	Notary now, plus an option period for partners of at least 30 days
Angel’s 65% deduction	Yes, in the year of the transfer (ruling 137/2026), if the de minimis conditions are met	Not covered by ruling 137, which concerns sums booked to an equity reserve	Yes, in an innovative startup, if the de minimis conditions are met

Convertible loans still suit bridge rounds funded by existing partners. Banca d’Italia treats money taken with an obligation to repay as raising savings, which is why the Italian Tech Alliance glossary urges caution with these loans. See SAFE vs convertible note for the US comparison and how a capital increase in an Italian SRL closes for the notary route.

What can go wrong? Risks for founders and investors

For founders, the dilution is fixed on day one. With a post-money cap the investor’s future stake is known at signing, and every extra SAFE dilutes you, not the earlier holders. Four of them before a seed round and the cap table bites. If the round slips, the SAFE converts at the valuation at maturity, and a low figure there is expensive. Check the bylaws too: unless they allow new quotas to go to third parties, every partner keeps a pro-rata right to subscribe the conversion, and you’ll need each one to waive it.

For angels it’s plainer. ‘Il Safe non è un debito’, as We Wealth put it: if the startup never converts, the money can be lost in full. Until conversion you aren’t a partner, so the information right in article 2476 of the Civil Code doesn’t reach you; write reporting into the contract. And the startup’s €300,000 ceiling counts the deduction, not the money, so roughly €461,500 of qualifying investment from all its angels uses it up.

Preparing a pre-seed round around a SAFE? Our Fundraising Sprint gets the deck, the numbers, an investor-fit list and the data room ready in 14 days, with two mock meetings.

Checklist: before you sign an Italian SAFE

1. If your angels want the 65%, check the startup is innovative and on the register for under three years.
2. Download version 2.0 and fill in the five terms.
3. Have a lawyer read the customised contract, and a tax adviser check the deduction.
4. File the de minimis application before any money moves.
5. Wire with the causale used in the ruling and book a dedicated SAFE reserve.
6. Read the bylaws: third-party offers, or partner waivers at conversion?
7. Model cap, discount and maturity in the cap table, then diary the maturity date and the end of the three-year hold.

This article is general information, not legal or tax advice. Rules change, and a ruling answers one company’s questions on the facts it gave: check the current rules or ask a professional before you sign.