The 2025 Annual Law for Small and Medium Enterprises, which has been definitively approved on 4 March 2026 by the Italian Senate, introduces a significant reform of the Italian securitisation framework, redefining how inventory may be monetised and used as a financing asset class.
By amending Articles 7, 7.1 and 7.2 of Law No. 130/1999 (the Italian Securitisation Law), the reform enables companies to unlock the financial value of their stock through capital markets structures, offering an alternative to traditional collateral-based lending.
1. Key Elements of the Reform
Inventory becomes a securitisable asset: for the first time, non-registered movable assets — including inventory — may be directly securitised. This allows transactions based on the transfer of stock to an securitisation vehicle and the issuance of inventory-backed notes under Article 7.2.
Expansion of the segregated pool (patrimonio destinato): the designated pool may now include not only receivables but also assets across the entire production cycle — raw materials, work in progress, finished goods and substitute assets — enabling dynamic, revolving structures aligned with operational needs.
Two alternative securitisation routes:
(i) Article 7.1 structure: the company designates inventory (together with existing or future receivables) within a segregated pool, or transfers it to a supporting non-issuing SPV. The issuing SPV grants a limited recourse loan, with repayment sourced from the segregated assets and related proceeds within a statutorily ring-fenced structure.
(ii) Article 7.2 structure: the inventory is sold to the issuing SPV in a true sale transaction. The SPV finances the purchase through the issuance of notes backed by the transferred stock and related sale proceeds, allowing a structurally cleaner destocking solution.
Access for non-licensed lenders: non-licensed lenders may use securitisation techniques to provide inventory financing (previously reserved for banks and regulated intermediaries) or to purchase the inventory.
2. Biggest Changes from the Previous Framework
The reform marks a clear shift from pledge-based inventory finance to full securitisation alternatives. Previously, inventory financing relied on non-possessory pledges securing a loan. The new regime introduces structures based either on statutory segregation (Article 7.1) or on true sale to an issuing SPV (Article 7.2), significantly broadening the available toolkit. Designated pools are no longer limited to receivables and ancillary collateral but may encompass the entire production cycle, enabling revolving and continuously replenishable structures. The introduction of a true sale option under Article 7.2 also creates the possibility of off-balance sheet treatment and clearer structural ring-fencing compared to traditional security-based models.
3. Why It Matters
The reform materially expands inventory-based financing in Italy. It opens new liquidity channels, reduces the operational constraints associated with pledge structures, and facilitates market-driven destocking transactions through standardised securitisation tools.
For a complete analysis — including structural diagrams, tax considerations and a detailed comparison of Articles 7.1 and 7.2 — please refer to our full alert available here.
