On 4 March 2026, the Annual SME Law (the "SME Law") was approved by the Italian Senate. Article 8 thereof introduces amendments to Law No. 130 of April 30, 1999 (the "Securitization Law"), extending the scope of structured finance to the optimization of real assets, with particular reference to warehouse inventories through de-stocking operations.
1. Extension of the Scope of Securitization Structures (Art. 7, paragraph 1)
The legislative intervention amends Article 7 of the Securitization Law to expand the types of securitizable assets through the use of "other operations" referred to in paragraph 7. Specifically, it includes special lending structures for the transfer of credit risk and those implemented through the use of a Special Purpose Vehicle (SPV) under Art. 7.2 which, instead of acquiring title to receivables (or granting special lending), directly acquires physical or intangible assets (other than receivables) into its own estate.
- Future Receivables (Letter a): It is specified that securitizations carried out via special lending may involve "receivables, including future ones." This clarification provides legal certainty for operations where cash flows depend on the future sale of goods produced or in progress, adopting orientations already present in interpretive practice. In this regard, the amendment is essentially intended to allow a broader faculty to securitize receivables through this structure, benefiting in particular from the regime under Law 52/1991 (specifically Art. 3, which allows the bulk assignment of future receivables even if the contracts from which they will arise have not yet been stipulated, provided such contracts are entered into within 24 months of the bulk assignment date). This interpretation is supported by the reference to Law 52/1991 in Art. 4 of the Securitization Law-the latter being applicable, within the limits of compatibility, to these structures.
- Unregistered Movable Assets (Letter b-bis): The provision introduces the possibility of securitizing proceeds derived from the ownership of "unregistered movable assets." This integration extends the regulatory framework already in place for real estate and registered movables to unregistered movables, including, among others, merchandise, semi-finished products, and raw materials. Furthermore, the broad wording of the provision makes the instrument applicable to operations not necessarily intended for the liquidation of warehouse assets or those of an industrial nature, providing the market with a flexible tool for structuring a variety of operations (e.g., works of art or financial instruments).
2. Evolution of Segregated Assets and their "Dynamic" Nature (Art. 7, paragraph 2-octies)
The reform further redefines the concept of segregated assets (patrimonio destinato) in securitization transactions via limited-recourse financing (special lending), extending the types of assets that can be segregated in favor of the vehicle and attributing a dynamic configuration to the segregated pool.
Specifically, the originator may now segregate in favor of the vehicle a pool of assets and relationships that includes-in addition to receivables and the rights or assets constituting the guarantee for the repayment of such receivables (under the previous wording)-the rights and assets to whose use or ownership such receivables are referable, including products resulting from the combination and transformation of said rights and assets. Segregation thus encompasses products resulting from the processing of original goods, allowing the entire production cycle to be followed, from raw material to finished product and its subsequent monetization.
Furthermore, the provision allows for the replenishment of the pool with "replacement assets," ensuring that the collateral value remains constant despite inventory turnover. This results in the transaction benefiting from substantial unity, including for the purposes of applying bankruptcy clawback (revocatoria fallimentare) rules to the act of segregation.
3. De-stocking: Operating Mechanisms and Support SPVs
Following the adoption of this regulation, the legal system provides two distinct paths for implementing de-stocking operations.
The first path, pursuant to Article 7.2 (now renamed "Securitization of real estate and movable assets, including registered ones"), is based on the direct transfer of ownership of physical assets to the SPV. Consequently, proceeds from the sale and management of such unregistered movable assets are exclusively locked to the satisfaction of the securities issued by the vehicle. This structure is suitable for the immediate monetization of existing inventory and supports revolving operations, where assets meeting predetermined categories are periodically transferred to the vehicle (with or without the transfer of physical possession) with immediate payment of the price at the time of each periodic assignment.
The second model, based on special lending under Article 7, para 1, letter a), is configured as limited-recourse financing with the segregation of the originator's receivables, assets, and relationships, or the assignment of the same to a Support SPV (Società Veicolo d'Appoggio). The legal segregation regime of Art. 7.1 (originally for NPL securitizations) is declared applicable here:
- a) Sums arising from the holding, management, or disposal of the assets/rights due from the Support SPV to the Securitization SPV are treated as payments from assigned debtors and are destined exclusively to the noteholders and transaction costs.
- b) The assets, rights, and sums constitute a separate estate (patrimonio separato) from that of the company itself; no actions by creditors other than the Securitization SPV are permitted against this estate.
The amendment allows the use of these vehicles for performing (in bonis) loans, allowing the enterprise to transfer ownership of the inventory and the resulting receivables to a company that manages their optimization for the benefit of the vehicle and the noteholders. Fiscally, the favorable regimes of Art. 7.1 apply. This model also allows for the assumption of debt (accollo) by the Support SPV to increase ring-fencing and reduce sensitivity to the originator's insolvency. However, effective isolation from "seller risk" requires robust exit strategies to ensure the rapid relocation of finished and WIP products if the originator enters a crisis.
4. Difference from Direct Lending and "Derecognition" Nature
This framework offers an alternative for working capital management, allowing the liquidation of warehouse stocks ahead of the natural market placement cycle and earlier than traditional trade receivable securitizations.
Technically, these structures differ from ordinary inventory-backed financing (e.g., the non-possessory pledge under D.L. 59/2016) due to the possibility of obtaining derecognition (off-balance sheet treatment) of assets, provided the transaction meets applicable accounting criteria (IFRS or OIC).
Under IFRS, two sequential tests apply:
(a) Transfer of risks and rewards: The asset is removed only if the originator has substantially transferred all risks (e.g., credit risk, inventory obsolescence) and rewards (e.g., appreciation). If the company retains the risk of inventory value fluctuations, it is accounted for as a secured borrowing.
(b) Transfer of control: Derecognition occurs only if the vehicle gains accounting control. If the seller maintains full power to determine the use of the goods or has a right/obligation to repurchase them at fixed prices, control has not passed.
Under National Accounting Standards (OIC), the assessment is based on substance over form. Derecognition occurs if the transaction substantially transfers the risks and rewards to the SPV. If the company maintains operational management or covers value losses, the asset remains on the balance sheet with a corresponding debt to the SPV.
