Legal development

New PMI Law in Italy Expands Securitisation Framework to Enable Inventory Finance and Enhance Credit Access for SMEs

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    What you need to know

    • The annual Draft Law on PMI (Piccole e medie imprese), passed by the Italian Parliament on 4 March 2026, introduces substantial amendments to Law 130/1999 to facilitate credit access and liquidity for Italian small and medium-sized enterprises ("PMI"), with a specific focus on enabling destocking and inventory finance through securitisation.
    • These innovations materially enhance the flexibility of securitisation structures and modernise the framework to current market practice, establishing a dual track for both synthetic (with financing) and asset-based securitisations.

    Key Innovations

    Financing of Future Receivables and Valorisation of Inventory Assets. Article 7 of Law 130/1999 is amended to permit SPVs to advance financing to fund future receivables. This enables beneficiary companies to anticipate liquidity on receivables that will accrue in the future, greatly expanding financing and financial planning opportunities. Under the previous regime, financing to replace "true sale" receivables transactions was only admissible where the relevant receivables already existed. Linked to this provision, the reform also expands the perimeter of segregated assets to cover any rights and goods to whose use or ownership the securitised receivables relate, including products arising from combination or transformation and substitute goods. This allows inventory to be fully mobilised along any phase of the production cycle, permitting companies to "unlock" inventory and obtain financial resources without resorting to personal or mortgage guarantees.

    Introduction of AssetCo Structures. The new regime permits the utilisation of an AssetCo vehicle (with features similar to those already used in distressed transactions under Article 7.1, paragraph 4) to factually segregate the receivables, goods, and products, and move such assets to the AssetCo as a newly incorporated entity. This financing structure allows the factual segregation of assets and receivables from the original debtors' estates, providing greater protection to financiers and facilitating access to credit even for companies with lower credit ratings.

    Securitisation of Movable Assets, Including Non-Registered Assets. Proceeds from ownership or use by 7.2 SPVs of non-registered movable assets may now be segregated according to new Article 7.1, lett. b-bis and Article 7.2. This broadens eligible assets for 7.2 SPVs and allows new forms of destocking for companies and flexible financing structures.

    Tax and Regulatory Effects. For transfers to supporting SPVs under Article 7.1, paragraph 4, the law confirms the application of fixed registration, mortgage, and cadastral taxes on relevant acts, with ordinary measures applied if the applicable conditions are not met. Subsequent transfers to business purchasers may also benefit from fixed measures, subject to timing and conditions. The reform also aligns with ongoing EU-level work to streamline securitisation costs and supervision.

    Expected Impact and Benefits for PMI

    The reform is expected to deliver significant benefits for Italian SMEs. PMI will have access to a new instrument to unlock inventory and tap alternative capital markets funding channels for immediate liquidity without resorting to personal guarantees or real-estate mortgages. The revolving features of these structures are particularly suited to supporting shorter-dwell stock. Additionally, asset segregation and transfer to SPVs or AssetCo vehicles provide greater protection to financiers, who can thus offer more favourable conditions even to companies with higher risk profiles.

    Conclusions on Innovation

    The 2026 PMI Law represents a meaningful step forward in the modernisation of Italy's securitisation framework, aligning it more closely with the practical financing needs of the Italian SME sector. The reform reflects an innovation-oriented legislative approach, recognising that traditional credit instruments—often dependent on personal guarantees or real-estate collateral—do not adequately serve the capital requirements of modern, asset-rich businesses.

    By extending the securitisation perimeter to include future receivables and movable assets throughout the production cycle, the law opens new pathways for working capital optimisation and supply chain finance. The introduction of the AssetCo model for mainstream transactions (previously reserved for distressed scenarios) demonstrates a willingness to adapt proven structures to broader market contexts, enabling more sophisticated risk allocation while maintaining robust creditor protections.

    Ultimately, these innovations are designed to support the competitiveness of Italian PMI by reducing their dependence on conventional bank lending, diversifying their funding sources, and providing more efficient mechanisms to monetise operational assets. Market participants should monitor implementing regulations and guidance from the relevant authorities to ensure full compliance as the new framework takes effect.

    For further information on the implications of this reform for your business or transactions, please contact our Global Markets team.

    The information provided is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to.
    Readers should take legal advice before applying it to specific issues or transactions.