The term ‘temporary consortium of companies’ refers to a group of entrepreneurs, suppliers or service providers, formed – including by private agreement – for the purpose of jointly carrying out a specific activity or a complex project, limited to the period necessary for its completion.
An ATI is established through a cooperation agreement between two or more companies and may be classified as a contractual joint venture.
It is generally used for the construction of works, both private and public (for example: roads, ports, dams, and the development of neighbourhoods).
An ATI may participate in tender procedures under the conditions and in accordance with the rules set out in public procurement legislation, which was recently reformed with the approval of Legislative Decree 36/2023 (Public Procurement Code).
The term RTI, or temporary grouping of undertakings, is sometimes used as a synonym for ATI. However, the term should not be confused with a business network, which represents a more structured collaboration agreement and is not necessarily linked to a single call for tenders or tender procedure. In a business network, several entrepreneurs collaborate on the basis of a common network programme to enhance innovative capacity and competitiveness. It may involve a common fund, a joint governing body, registration in the Register of Companies and, in certain cases, even legal personality.
The lead firm in an ATI differs from the lead firm acting as a General Contractor because, in the case of an ATI, there is an alliance of equals between several companies that join forces to meet the technical and financial requirements set out, for example, in a call for tenders. Liability is joint and several amongst all participating firms. In the case of the General Contractor, the lead firm assumes full overall responsibility for a project, coordinating subcontractors and suppliers.
Each company retains its own autonomy and separate accounting status and will therefore record its own costs and revenues relating to the part of the works it carries out.
The lead company manages and coordinates the project, collecting data from the other companies to prepare the overall progress report for the project.
The ATI has no financial autonomy nor independent economic objectives and is therefore not required to maintain separate accounts.
Invoicing must reflect the actual structure of the group and the services provided.
A temporary consortium (ATI) is not normally an independent VAT taxable person; to be considered an independent entity, a consortium must be established.
Invoicing for VAT purposes operates according to the principle of the actual allocation of services. Invoicing obligations towards the contracting authority are fulfilled by the individual member companies in relation to the works carried out by each within their respective remit.
Tax case law distinguishes between the consideration for a service subject to VAT and a mere transfer of funds. If the lead firm collects sums due to the principal firms and merely transfers them in accordance with the mandate and the shareholdings, the transfer may be a mere financial transaction not subject to VAT. However, this requires that there be no independent service provided by the principal firm to the lead firm or by the lead firm to the principal firm.
Re-charges of costs are taxable if they represent the consideration for a service, such as, for example, monitoring and coordination activities.
The prevailing case law holds that the mere reference to ‘expenses’, ‘pass-throughs’, ‘re-charges’ or ‘cost shares’ is not sufficient to exclude VAT.
VAT is payable on expenses that the lead company:
Legal doctrine specifies that advances incurred by the lead company may be charged without VAT pursuant to Article 15 of Presidential Decree 633/1972 only if the advances are made in the name and on behalf of the other companies.