On 4 March 2026 the Italian Senate has definitively approved, within the wider framework of the annual bill on SMEs (the “Annual Bill”), certain amendments to Law No. 130 dated 30 April 1999 (the “Italian Securitisation Law”) with a view to broadening the scope of the securitisation to encompass new asset classes [1]

In particular, in order to streamline the access to financial resources by enterprises, through a more efficient utilisation of inventory stock (so-called destocking), the Annual Bill envisages two main changes to the Italian Securitisation Law.

1.Amendments relating to synthetic securitisations. Enlargement of the segregated estate and deployment of the vehicles operating as ReoCos.

A first set of amendments concerns synthetic securitisations. Such structures are characterized not by the assignment of the underline receivables per se, but by the transfer of the credit risk to a special purpose vehicle (the “SPV”), accompanied by the concurrent creation of the on-balance sheet segregated assets of the originator regarding receivables whose credit risk is being transferred to the transferor. In this context, the SPV grants a loan funded through the issuance of notes to be subscribed by investors. The cash flow generated by the segregated assets are exclusively applied towards the satisfaction of the rights of the noteholders.

Pursuant to the current discipline such segregated estate can be constituted solely of receivables; further rights and assets (e.g. inventories) may only serve as collateral for those receivables (see article 7, paragraph 2-octies of the Securitisation Law). The approved amendments in the Annual Bill would allow such rights and assets to be included directly within the segregated estate. This would entail a more efficient and protective structure to the noteholders. In addition, to ensure that inventories are dedicated to satisfying the rights of the noteholders regardless of their material status, the Italian legislator provides a set of integration to the segregation estate to encompass the entire production cycle of the inventories (for details see point (ii)).

That said, the Annual Bill intervenes on three aspects:

• introduce an expansion of the perimeter of the segregated estate by expressly referring to receivables “including future receivables” in paragraph 1, letter a)[2],in alignment with the provisions of article 1 of the Italian Securitisation Law.
• Include within the segregate estate, notably under article 7, paragraph 2-octies, with the aim – as already specified – of encompassing the entire production cycle of the supply chain (from raw materials to transformed, combined or replacement products) the following categories of assets and rights:

1. 1. rights and assets to the use or ownership of which the securitised receivables are referable;
   2. products deriving from the combination and transformation of the aforementioned rights and assets;
   3. substitute assets of the previously segregated assets [3];

• introduce, in article 7, paragraph 2-octies, a further element of flexibility of the segregated assets within the context of the synthetic securitisation. In fact, it provides the option that the company segregates its assets through the establishment of a supporting SPV pursuant to article 7.1 of the Italian Securitisation Law (the “Supporting SPV“) under the scheme currently applicable to so-called ReoCos. In particular, the deployment of a Supporting SPV is envisaged ” even in cases other than those set out in articles 7.1, paragraph 1” (that restricts its use to non-performing claims originated by bank and/or financial intermediaries under article 106 of the so-called Italian Consolidated Banking Act) and potentially concurrent with the assignment of the receivables underlying the transaction and the assumption of the debt (accollo) arising from SPV’s loan. Currently, the exclusive corporate purpose of the Supporting SPV is to acquire, administer and enhance the value of – whether directly or indirectly and for the sole benefit of the securitisation – amongst other things, real estate and registered movable assets, alongside other assets and rights acting as collateral for the securitised receivables. Following this proposed amendment, Supporting SPVs shall be empowered to receive into their segregated estate rights and assets that previously could only be pledged. It is further specified that the preferential tax regimes under Article 7.1, paragraphs 4-bis, 4-quater, and 4-quinquies shall apply[4].

2. Amendments to securitisations under article 7.2 of the Italian Securitisation Law

With reference to the securitisations constituted pursuant to article 7.2 of the Italian Securitisation Law, the Annual Bill provided the expansion of the scheme currently applicable to the real estate (and registered movable asset) securitisations to unregistered movable assets, through an implicit reference to the to the inclusion of unregistered movable assets in paragraph 1, letter b-bis)[5].

The legislative intent is to replicate the commercial success of the real estate securitisations into the inventory securitisations, with a view to facilitating the mobilisation of the inventories in a flexible manner, also through the adoption of revolving structures, where the lifecycle of the underlying inventories is particularly truncated.

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Footnotes:

[1] We had already discussed this topic when the text was approved during the Senate’s first reading. It’s possible to consult the news published at that time at the following link (in Italian): https://www.wstlegal.eu/it/novita-sulla-legge-sulla-cartolarizzazione-lapertura-alle-scorte-di-magazzino/

[2] Set out below is the text resulting from the amendment: “1. The provisions of this law shall apply, insofar as compatible: a) to securitisation transactions of receivables even future effected by means of the granting of a loan to the assignor by the receivables securitisation company issuing the notes, resulting in the transfer of the risk inherent in the receivables to the extent and on the terms agreed;”

[3] Set out below is the text resulting from the amendment: “2-octies The financed entity holding the receivables subject to the securitisation transactions referred to in paragraph 1, letter (a), may allocate the receivables themselves, as well as the rights and assets to the use or ownership of which such receivables relate, including products derived from the combination and transformation of the aforesaid rights and assets, or substitute assets for those previously allocated, or the rights and assets which in any manner constitute security for the repayment of such receivables, towards the satisfaction of the rights of the securitisation company or for other purposes. This may also be achieved by effecting the segregation of the said receivables, rights and assets, with the entitlement to create a pledge over the aforesaid assets and rights to secure the claims arising from the loan granted by the securitisation company.”

[4] The following wording would be added: ““Such segregation may also be effected by way of transfer to a supporting special purpose vehicle referred to in article 7.1, paragraph 4, with the effects and within the meaning of the said article, even outside the cases provided for under article 7.1, paragraph 1, potentially concurrently with the assignment of the receivables underlying the transaction and the assumption of the debt arising from the loan. Article 7.1, paragraphs 4-bis, 4-quater and 4-quinquies shall apply”.

[5] Set out below is the text resulting from the amendment: “b-bis) to securitisation transactions of the proceeds deriving from the ownership, by the company referred to in Article 7.2, of real estate assets, movable assets even registered and rights in rem or in personam relating to the said assets”