Within the framework of the Annual Law for Small and Medium Enterprises (the “SMEs”), approved in first reading by the Senate on 22 October 2025 (the "Annual SME Law") (Legge Annuale PMI) and currently under review by the Chamber of Deputies, lies a regulatory measure of particular significance concerning securitisations.
The measure introduces significant amendments to Law No. 130 of 30 April 1999 (the "Securitisation Law"), with the aim of expanding access to credit for Italian businesses through the monetisation of inventory.
The legislator’s stated intent is to enable companies to unlock the financial value of their inventory, promoting more efficient use of stock and making the securitisation framework more flexible, without altering the capital structure or corporate control.
1. Amendments and Innovations to the Securitisation Law
The legislative intervention focuses on three core provisions of the Securitisation Law — Articles 7, 7.1 and 7.2 — significantly redefining their scope and thereby allowing entities (including those other than banks and licensed financial intermediaries) to finance inventory monetisation by subscribing the notes issued by the securitisation vehicle, for the purpose, as applicable, of:
(i) financing a segregated pool (in the form of a designated pool (patrimonio destinato) or supporting vehicle companies) to which the inventory has been allocated; or
(ii) purchasing the inventory itself,
whose proceeds from sale and management will be applied to remunerate and redeem the issued notes.
First, Article 7, paragraph 1, letter a) is amended to specify that securitisation may concern "receivables, including future receivables". This is a systematic clarification that reflects what was already implicitly provided under Article 1 of the Securitisation Law. This amendment should also be read in conjunction with the "rolling" nature of inventory, whose monetisation through securitisation is subject to the further changes summarised below.
At the same time, letter b-bis) of the same paragraph is supplemented to extend securitisations to "non-registered movable goods" (beni mobili ner registrati), with a corresponding change to the heading of Article 7.2, now titled "Securitisations of Real Estate and Movable Goods, Including Registered Assets" (“Cartolarizzazioni immobiliari e di beni mobili anche registrati”). This amendment allows replication, for inventory and other non-registered movable goods, of the structure already provided for real estate and registered movable assets, opening the way to securitisations of industrial stock (destocking).
The most substantial change, however, appears to be that introduced in paragraph 2-octies of Article 7, which redefines the concept of designated pool (patrimonio destinato).
2. The New Concept of Designated Pool in the Context of Securitisations
In its original formulation, the designated pool could include only receivables and, as ancillary, assets or rights pledged as collateral for such receivables.
Under the new version, the financed entity may allocate not only receivables but also rights and assets related to those receivables, including products resulting from their transformation or combination, as well as substitute assets.
In this way, the designated pool assumes a dynamic configuration, capable of representing the company’s entire production cycle: from raw materials to finished goods, including substitute assets. This evolution makes it possible to include in the segregated pool all economic elements contributing to the generation of receivables, effectively making work-in-progress or transforming inventory in a securitisation product.
3. Supporting SPVs and New Operational Opportunities
The regulation introduces a significant procedural innovation: the possibility of establishing the designated pool also through transfer to a special purpose vehicle (“SPV”), pursuant to Article 7.1, paragraph 4 (without, however, having to comply with the condition set forth in paragraph 1 of the same article, which limited this option to non performing loans transferred by banks or financial intermediaries established in Italy).
In this way, even non-financial companies—such as SMEs—can access this tool to securitize ordinary receivables or inventory-related assets.
The transaction can benefit from the tax breaks provided for in paragraphs 4-bis, 4-quater, and 4-quinquies of the Securitization Law, which provide, among other things, for exemption from transfer taxes and the application of simplified regimes for direct and indirect tax purposes.
The SPV can thus be used to manage, enhance and segregate the assets involved in the transaction, similar to what is already provided for so-called ReoCo in real estate securitizations, but now also in ordinary transactions, strengthening the flexibility and efficiency of the model.
4. Clarification on the scope of Articles 7.1 and 7.2
It should be noted that the structure under Article 7.1 is particularly suited to transactions where, in addition to inventory stock, receivables (whether existing or future) are also included, thereby allowing goods and receivables to be combined within a single framework and optimising segregation and deconsolidation.
By contrast, Article 7.2 applies exclusively to movable goods, such as inventory stock, and offers the most straightforward solution for companies seeking to securitise only stock. The choice between the two structures will ultimately depend on the composition of the assets and the tax and regulatory efficiency objectives pursued.
5. Final Considerations
Overall, the measure – once the relevant approval process is concluded - will significantly expand the potential scope of the Securitisation Law and will introduce a specific mechanism for inventory monetisation.
This tool is undoubtedly more efficient than the structures seen so far in the market, which either treated inventory merely as "collateral" for financing or required the transfer of inventory to a third party under arrangements allowing continued management by the transferor. Moreover, the new structure substantially overcomes certain operational difficulties related to dispossession under inventory pledges or other types of hard security over inventory, which often created limitations or excessive management burdens for both the financing entity and the inventory owner — issues that even the introduction of the non-possessory pledge had not fully resolved.
Companies will thus be able to obtain financial resources through the securitisation of inventory stock, including not only existing receivables but also future receivables connected to the production and sale of goods. Conversely, financiers will benefit from the protections provided under the securitisation framework, including, inter alia, segregation of the financed pool in favour of the investor/noteholder, without the need to establish specific guarantees over the inventory.
Written by Roberto de Nardis di Prata, Matteo Gallanti and Luigi Dugato.
