SYNTHETIC CASE 1 — International holding, bank account, family trust and M&A
The Serra family: Italy → Cyprus → San Marino → Spain
Invented case: names, companies and figures are fictional.
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An entirely invented case: the client's names, companies and figures are fictional; the tax rates, bank conditions and laws cited are real and dated. Marco Serra, a 62-year-old Italian business owner, asks through Online Advisory how to bring a partner into his company, buy a Spanish competitor, hold everything through a foreign company with a bank account and organise his succession with a trust. FINTECH SCB answers with a written opinion that recommends one solution, with its costs, conditions, mandate, documents and timing.
The client
Mr Marco Serra (62), an Italian tax resident (Bologna), is the founder and 100% owner of Serra Meccanica S.r.l., which makes precision mechanical components for packaging and bottling lines in Castel Maggiore (Bologna). He is married, under community of property, to Anna Ferri (60). Their daughter Giulia (34), chief operating officer, intends to lead the business; their son Luca (29) lives and works in Valencia and does not intend to join it.
In 2025 the company had revenue of EUR 18.4 million, EBITDA of EUR 3.10 million (16.8% margin) and net profit of EUR 1.65 million, with EUR 1.2 million of net cash, no bank debt, 112 employees and exports at 61% of revenue. Before the transaction the family's net wealth is EUR 26.7 million, about 85% of it in the company (EUR 22.9 million at the selected valuation); the rest is the family home in Bologna (EUR 1.40 million), declared savings (EUR 1.80 million), Luca's apartment in Valencia (EUR 0.30 million, EUR 0.12 million mortgage) and pension and insurance policies (EUR 0.45 million).
Client objectives
- “I want a partner, not a buyer”: capital and discipline to expand in Spain and Latin America, while the family keeps control and Giulia keeps running the business.
- “I want to take some money off the table”: roughly EUR 6–8 million of liquidity, after tax if possible, without selling the company.
- “I want to buy the Spanish company”: Envasadora Técnica Levante S.L. (“ETL”), a long-standing supplier-competitor in Valencia whose retiring owner has offered him the business first.
- “I want a structure abroad that holds everything”: an international holding company with its own bank account that owns both companies and can reinvest internationally.
- “I want my children protected, fairly”: the business stays with Giulia, Luca is treated fairly, assets are protected from events outside the family's control, and there is no disorderly inheritance.
- Constraints: he will remain Italian tax resident (“I am not moving”), and everything must be “clean, declared and defensible”.
The recommended solution
One structure, four steps, one point of contact. Serra Meccanica moves under a Cyprus holding company with real substance, Serra International Holding Ltd (“HoldCo”), which opens its own account at Alpha Bank Cyprus Ltd. A minority private-equity investor subscribes 30% of HoldCo for EUR 7.23 million: EUR 1.2 million of new capital and EUR 6.03 million paid to Mr Serra for part of his shares. HoldCo buys 100% of ETL. After closing, Mr Serra transfers his 70% of HoldCo to the Serra Family Trust in San Marino, run by a professional trustee. The family keeps 70% and control.
- Holding: Serra International Holding Ltd, tax resident in Cyprus (an EU member state, 15% corporate tax from 2026); it holds Serra Meccanica and ETL, receives their dividends, services the loan and reinvests.
- Bank: Alpha Bank Cyprus Ltd (Cyprus), International Business Services units in Nicosia and Limassol; a EUR current account with a USD sub-account in HoldCo's name, at an EU credit institution supervised by the Central Bank of Cyprus.
- Trust: the Serra Family Trust, a discretionary trust governed by San Marino law (Law 42 of 1 March 2010) and recognised in Italy under the Hague Convention; a professional trustee registered with the Central Bank of San Marino and an independent protector; beneficiaries Anna, Giulia, Luca and their descendants. Illustrative gift tax: EUR 0.30 million per child (if distributed equally; 4% above EUR 1 million), at distribution or, by option, on entry.
- Investor: a minority private-equity fund at 30%, chosen through a competitive process. The family proposes Giulia as CEO, a five-member board (three family, two investor) with a family chair, and minimum dividends of 40% of consolidated net profit after loan service, unless leverage exceeds 2.0x.
- ETL: 100% for an enterprise value of EUR 8.0 million, the owner's indicated price, to be tested in due diligence; equity price EUR 7.1 million: EUR 6.5 million at closing plus an earn-out of up to EUR 0.6 million on 2027 EBITDA; a EUR 5.0 million six-year bank loan (5.5% assumed) with a pledge over ETL's shares and a guarantee from Serra Meccanica.
- Family: a seat on ETL's board for Luca, if he wishes; income for life for Anna, with the home outside the trust.
Key figures
- Serra Meccanica equity value (7.0x EBITDA + net cash)
- EUR 22.9m (DCF cross-check: EUR 24.8m)
- Investment for 30% of HoldCo
- EUR 7.23m (EUR 1.2m primary, EUR 6.03m secondary)
- Net to Mr Serra after 26% Italian tax
- EUR 4.50m (tax EUR 1.53m, PRELIMINARY)
- ETL: enterprise value / equity price
- EUR 8.0m / EUR 7.1m (ASSUMPTION)
- Combined EBITDA / gross debt / leverage
- EUR 4.35m / EUR 5.9m / 1.36x
- Stress test: leverage at EBITDA −30% / EBITDA decline before a 3.0x covenant
- 1.94x / 55%
- Five-year costs, excluding quotes
- ≈ EUR 0.7–0.75m, of which ≈ 0.4m success-based (illustrative)
- Family's 70% at exit 2030 (7.0x) / MOIC incl. dividends / IRR
- EUR 29.6m / 1.94x / 14.8% (before trust-level taxes; model output, not forecasts)
How it is implemented, step by step
- 1
Mandate and documents
The family signs the engagement letter and the confidentiality agreement; FINTECH SCB collects and checks the documents; Mr Serra confirms in writing that all assets are declared in Italy.
- 2
Tax opinions
FINTECH SCB commissions and coordinates the opinions of the appointed Italian, Cyprus and Spanish tax counsel. Nothing is signed before the Italian opinion, which decides the route: contribution or sale.
- 3
Cyprus holding
A Cyprus corporate service provider, engaged by FINTECH SCB on the client's mandate, incorporates HoldCo; the client signs. FINTECH SCB drafts the substance plan and board calendar, which the provider carries out, with an office in Limassol or Nicosia.
- 4
Holding bank account
FINTECH SCB pre-screens the case with the bank's international unit and prepares the file: HoldCo's documents and, for each family member who owns, directs or signs, passport, proof of address, tax residence, and where the wealth and the funds come from. Mr Serra makes one trip to Cyprus, combined with the first board meeting. The bank decides.
- 5
Contribution
After the opinion, the appointed Italian appraiser and notary prepare the appraisal and the deed: Mr Serra contributes 100% of the Serra Meccanica quotas to HoldCo in exchange for new shares.
- 6
Investors
FINTECH SCB prepares the fact book, anonymous teaser, information memorandum, data room and valuation, approaches 5–7 funds and arranges management meetings with three to five. The preferred investor runs due diligence on Serra Meccanica; the family runs its own on ETL.
- 7
Contracts and closing
Appointed counsel and FINTECH SCB negotiate the SPA/SHA, the loan and ETL's Spanish SPA. Once the conditions precedent are met, the investment and the acquisition close on the same day, with funds flowing through the HoldCo account.
- 8
Trust after closing
A family meeting on the wishes; choice of trustee and protector; deed and letter of wishes drafted by trust counsel with Italian tax counsel. The 70% of HoldCo passes to the trustee, with registrations in Cyprus and San Marino.
- 9
Integration and annual cycle
A 100-day plan with Giulia and ETL's management. Every year: four board meetings in Cyprus, audit, dividends, the trustee's accounts and an Italian reporting pack prepared by FINTECH SCB with tax counsel.
Included in the FINTECH SCB fee
- Written opinion: covered by Online Advisory (single consultation EUR 1,000 or subscription).
- The work of FINTECH SCB's financial, tax, M&A and legal experts, with no hourly bills; for the Cyprus company, design, coordination and review.
- Implementation mandate (holding, bank, trust coordination): illustrative fixed fee of EUR 24,000; fixed modules over five years EUR 66,000 (24,000 + 18,000 in year one, then an annual review of 6,000) — to be confirmed.
- M&A mandate: illustrative retainer of EUR 15,000 plus an illustrative success fee of 2.5% of the transaction value (EUR 380,000 on EUR 15.2 million), due only at closing — to be confirmed.
External costs (due to third parties)
- At cost and only after the client's written approval; an unknown amount is shown as “to be quoted”.
- Cyprus company incorporation, registered office and secretary: quote from the provider.
- Cyprus substance (local directors, office, bookkeeping, audit): illustrative range EUR 15,000–30,000 per year.
- Alpha Bank Cyprus Ltd: account opening for organisations minimum EUR 500, maintenance EUR 60 per month, plus transaction fees (tariff valid from 19 January 2026, verified on 28 October 2026).
- Trust (deed, trustee set-up and annual fee, trust counsel, Cyprus formalities): to be quoted.
- Italian notary and appraiser; Italian, Cyprus and Spanish counsel (opinions and filings): to be quoted.
- Due diligence on ETL: illustrative range EUR 40,000–80,000; loan arrangement fee EUR 50,000 (1% of EUR 5.0 million, assumption).
- Registry, apostille, translation and courier costs: at cost, listed before each step.
Conditions
- HoldCo is managed from Cyprus in fact: an office, at least two resident directors with real powers, board meetings, bookkeeping and audit in Cyprus. Mr Serra may be a director but may not run it from Bologna; substance is a real cost every year.
- The contribution is taxable in Italy unless a neutral regime is confirmed in writing by Italian tax counsel before anything is signed.
- The account opens only if the bank accepts, after reviewing the complete documents; the investor's funds are deposited only once the account is confirmed and the agreement is signed.
- The trust is settled after closing, with a professional trustee who actually decides: the Italian tax authorities disregard a trust controlled by the settlor, so Mr Serra can be neither trustee nor sole protector.
- The investor is chosen in a competitive process among three to five funds, with a term sheet that protects the family's governance; proposed walk-away floor: EUR 20 million of equity.
- Everything rests on the statement that the family's assets are declared in Italy: the structure does not regularise undeclared sums, does not reduce the 26% tax on the sale, does not move tax residence, and does not guarantee the decisions of the bank, trustee, investor or lender.
Risks and how we manage them
- HoldCo deemed Italian-resident — real substance in Cyprus, no management from Italy.
- Contribution taxed in Italy at 26% on the full latent gain: up to about EUR 5.8 million of tax if no neutral route exists — opinion before signing; an alternative sequence (sale of 30% first, contribution later) can be modelled.
- HoldCo income attributed in Italy (controlled-foreign-company rules) or further tax changes — test by counsel, genuine-economic-activity exemption, annual review, sources refreshed every 180 days.
- Bank refusal — pre-screening; the same file goes to a second candidate; closing only once an account is confirmed.
- Offers below EUR 20 million of equity — competitive process, floor agreed in advance, a 25% stake as the alternative.
- ETL weaker than expected — price adjustment, earn-out, walk-away right; the plan stands without ETL.
- Loan unavailable at EUR 5.0 million / 5.5%, or rates rising — two banks approached, a vendor loan from ETL's owner (EUR 1.0–1.5 million), fixed rate or a hedge on 70%.
- Top 3 customers at 41% of revenue — long-term supply agreements before marketing; in the stress test (EBITDA −30%) leverage stays at 1.94x.
The mandate to FINTECH SCB
- A single engagement letter with four modules, activated in sequence, each with its own fee, conditions precedent and deliverables.
- M1 Structuring (fixed): structure memorandum, coordination of the Italian, Cyprus and Spanish tax opinions, substance plan, choice of Cyprus provider, bank and trustee.
- M2 Holding and bank (fixed), after the tax opinion: HoldCo's incorporation and substance, contribution, account opening.
- M3 Investor and ETL (retainer + success fee), once the walk-away floor is agreed: valuation, process, negotiation, due diligence, financing, closing.
- M4 Trust (fixed), after closing: the family's wishes, trustee and protector, deed and letter of wishes, settlement, first-year review.
- Act for the family towards banks, registries, trustees, counsel and investors, disclosing its identity only after a confidentiality agreement.
- Coordinate the tax and legal aspects through qualified trusted professionals under the respective agreed mandates: FINTECH SCB does not give tax or legal opinions.
- Limits: FINTECH SCB does not hold client money and does not sign without a specific power of attorney; the family may stop at the end of any module.
Documents FINTECH SCB prepares or coordinates
- Engagement letter, confidentiality agreement and the list of documents required from each family member.
- Structure memorandum v2 with the opinions of the appointed Italian, Cyprus and Spanish tax counsel.
- Substance plan and board calendar; HoldCo's incorporation pack; appraisal and contribution deed.
- Bank application file, with group chart, expected flows and documented origin of the funds.
- Investor materials: fact book, teaser, information memorandum, data room, valuation report, NDAs.
- Term sheet memo and SPA/SHA mark-ups; ETL offer letter, Spanish SPA and earn-out; bank comparison for the loan; closing funds flow.
- Trust: wishes memorandum, deed, letter of wishes, protector appointment, registrations in Cyprus and San Marino.
- Annual pack for the Italian tax returns and the 100-day plan for ETL.
Documents available
- Serra Meccanica statutory accounts 2021–2025 (audited 2024–2025)
- Management accounts for the first 9 months of 2026
- Articles of association, shareholder register and board minutes
- Mr Serra's identity and address documents
- Family details (marriage regime, wills, previous gifts): partly received
- On ETL: the teaser only
- Mr Serra's statement: no existing group of companies or foreign assets; all family assets declared in Italy
Documents still needed
- The tax cost of the Serra Meccanica shares: until it arrives, the tax is computed on an assumed cost of EUR 0.5 million (PRELIMINARY).
- Marriage regime, wills and previous gifts: until then the trust tax illustration is indicative only.
- Identity and address documents for Anna, Giulia and Luca, with Luca's Spanish tax residence certificate.
- The family's bank statements for the last 12 months and evidence of where the wealth comes from (dividends, salaries, past sales): the bank application cannot be filed without them.
- ETL's 2023–2025 accounts and key data: meanwhile ETL is valued at its owner's indicative price (ASSUMPTION).
- Detailed Serra Meccanica data for the investor's due diligence.
- Written confirmation that no foreign assets, accounts or companies exist other than those declared.
Timing
- Month 1 — mandate, documents, opinions commissioned
- Month 2 — opinions received, contribution route decided
- Month 3 — HoldCo incorporated, first board meeting in Cyprus, bank application filed
- Month 4 — contribution; month 5 — account opened
- Month 6 — non-binding offers; months 7–8 — preferred investor and due diligence
- Month 9 — agreements signed and loan approved; month 10 — closing
- Month 11 — trust settled and 70% transferred; from month 12 — 100-day plan and first annual review
- Bank account: 2 weeks of pre-screening, then 4–8 weeks from filing (assumption)
- Indicative total of 9–12 months from signing the mandate: 12 if the family decides promptly, 9 if ETL's accounts are available at the start and the opinions arrive within six weeks — to be confirmed
Report sections
- Reading guide
- 1. Client objective and documents available or missing
- 2. Our solution in brief
- 3. Operational explanation, responsibilities, costs, conditions and risks
- 4. The mandate the client must give FINTECH SCB
- 5. Documents FINTECH SCB prepares or coordinates
- 6. Timing
Annexes
- Annex A — Financial model detail
- Annex B — Information request list
- Annex C — Glossary
- Annex D — Sources and verification register
- Annex E — How the FINTECH SCB AI Advisor complements this report
- Annex F — Classification, approval and disclaimer
- Annex G — Challenger and Reviewer passes on this case
- Annex H — Family governance charter (outline)
- Annex I — Accompanying email and review flow
- Annex J — Investor term sheet: skeleton
- Annex K — Trust deed: outline of the key clauses
- Annex L — ETL: offer letter outline and earn-out mechanics
- Annex M — Questions the family asked, and our answers
- Annex N — Implementation checklist from A to Z
- Annex O — Serra Meccanica: business overview for the investor (teaser extract)
- Annex P — First board meeting of HoldCo in Cyprus: agenda and evidence
- Annex Q — How Online Advisory worked in this case
- Annex R — Confidentiality, data handling and communication rules
- Annex S — Closing day: sequence and funds flow
- Annex T — Sample resolutions