FAQ - Gestori crediti in sofferenza

Who is licensed to manage bad loans?

Only banks or financial intermediaries registered under Article 106 of the TUB, and credit servicers authorized under Article 114.6 of the TUB or EU credit servicers operating in Italy under Article 114.9 of the TUB, are licensed to manage bad loans on behalf of credit purchasers. Asset managers under Article 1(1)(q-bis) of Legislative Decree 58/1998 may also manage bad loans on behalf of the undertakings for collective investment that they manage (and referred to in Article 1(1)(k) of that decree) for loans granted or purchased by such undertakings.

To whom does this new licensing procedure apply?

Since Banca d'Italia's supervisory provisions for credit servicing (only in Italian) came into force on 8 March 2025, this new procedure applies to:

• newly incorporated entities intending to provide credit servicing;
• existing entities intending to provide credit servicing (subject to any change to their corporate purpose);
• financial intermediaries registered under Article 106 of the TUB intending to provide credit servicing in EU Member States other than Italy, in accordance with Article 114.2(1)(c) of the TUB.

What are the requirements for credit purchasers?

Credit purchasers are natural or legal persons, other than banks, who purchase bad loans as part of their business or professional activities.

Purchasers are required to report the acquired loans to the Central Credit Register and to appoint a credit servicer.

For further information, see the webpage on credit purchasers (only in Italian).

In which cases does credit servicing not need to be licensed under Article 114.6 of the TUB?

Licensing is not required for:

• banks, including for loans granted or purchased by them;
• financial intermediaries registered under Article 106 of the TUB, including for loans granted or purchased by them, provided these activities are conducted in Italy;
• asset managers under Article 1(1)(q-bis) of Legislative Decree 58 of 24 February 1998, on behalf of the undertakings for collective investment they manage (and referred to in Article 1(1)(k) of that decree) for loans granted or purchased by such undertakings.

Neither is licensing required for out-of-court debt recovery - where there is an agreement to outsource this corporate function - by those licensed to recover debt out of court under Article 115 of Royal Decree 773 of 18 June 1931, on behalf of: (i) asset managers, as defined under Article 1(1)(q-bis) of Legislative Decree 58 of 24 February 1998; (ii) banks and (iii) financial intermediaries registered under Article 106 of the TUB, and under Article 2(6) of Law 130/1999; and (iv) credit servicers licensed under Article 114.6 of the TUB.

To which loans do the new regulations apply?

The new regulations apply to the purchase and servicing of loans granted by banks and other entities authorized to grant loans classified as 'bad loans' in accordance with Banca d'Italia's implementing provisions. Therefore, loans that originate from commercial enterprises are excluded. Furthermore, the new regulations apply exclusively to bad loan purchase transactions conducted after Banca d'Italia's provisions came into force on 8 March 2025.

For receivables other than the aforementioned bad loans, the former regulations restricting loan purchases to qualified entities (see Article 106 of the TUB and Ministerial Decree 53/2015, as amended by Legislative Decree 116/2024) still apply.

Moreover, the new regulations apply to securitization transactions conducted purely in respect of bad loans under Law 130/1999, and which do not fall within the scope of Regulation (EU) 2017/2402. Therefore, for such transactions without risk segmentation (known as single tranches), servicing may be provided - in addition to banks and intermediaries under Article 106 of the TUB - by credit servicers.

These entities may also outsource such activities - under an agreement to outsource corporate functions - to entities licensed to recover debt under Article 115 of the Consolidated Law on Public Security (TULPS).

Do special purpose vehicles (SPVs) need to be licensed as credit servicers within the meaning of Article 114.6 of the TUB?

No. Under the regulations on securitizations (Article 3(1) of Law 130/1999), special purpose vehicles whose 'sole purpose is to execute one or more credit securitization transactions' purchase loans by issuing securities on the market, and the banks or financial intermediaries registered under Article 106 of the TUB provide debt collection services for assigned receivables and cash and payment services (Article 2(3)(c) and (6)). Therefore, under this arrangement, SPVs need not be registered as credit servicers to purchase loans.

Furthermore, under the new regulations, Article 114.2(2) of Legislative Decree 385/1993 excludes from the scope of application 'the management of bad loans in the context of securitization transactions pursuant to Law 130 of 30 April 1999, where the purchaser of bad loans is a special purpose vehicle referred to in Article 2(2) of Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017' (see FAQ on the subject).

Do the provisions on credit servicers apply to the securitization transactions under Law 130/1999?

Under the TUB, the new provisions on credit servicing do not apply to securitization transactions referred to in Law 130/1999 that fall within the scope of Regulation (EU) 2017/2402 - where the loan purchaser qualifies as a securitization special purpose entity (SSPE) under EU law - since these transactions involve risk segmentation (i.e. tranching). This exemption aims to preserve the current national framework, under which the role of servicer may only be performed by banks or intermediaries under Article106 of the TUB.

Solely bad loan securitization transactions conducted under Law 130/1999 that do not fall within the scope of Regulation (EU) 2017/2402 (where there is no risk segmentation, i.e. single tranches) continue to be subject to the national provisions implementing the SMD. Therefore, in such cases, servicing may be carried out not only by a bank or an intermediary, but also by a credit servicer.

In both cases, these entities may delegate such services, under an agreement to outsource corporate functions, to entities licensed to recover debt out of court under Article 115 of the Consolidated Law on Public Security (TULPS).

What are the rules for the transitional period under Legislative Decree 116/2024 for applicants that already manage bad loans?

Under Article 3 of Legislative Decree 116/2024, entities that were already managing bad loans as of the date of entry into force of Banca d'Italia's provisions, were authorized to continue such activities for a period of 6 months after the 8 March 2025. Within this period (i.e. until 8 September 2025), they were obliged to obtain a license or cease operations involving bad loans acquired or classified as 'bad loans' after 8 March 2025 (see FAQ 'To which loans do the new regulations apply?').

Entities that submit a licensing application to Banca d'Italia within 3 months of 8 March 2025, pending the administrative licensing procedure, may continue to operate beyond the 6-month period referred to above (i.e. beyond 8 September 2025). If the application is rejected, they shall cease operations involving bad loans acquired or classified as 'bad loans' after 8 March 2025.

What rules apply to companies licensed for out-of-court debt recovery under Article 115 of Royal Decree 773/1931 that are not authorized as credit servicers?

These companies may carry out and/or continue to carry out the following activities, without the authorization referred to in Article 114.6 of Banca d'Italia's TUB:

1. management of loans other than bad loans;
2. management of portfolios of bad loans purchased before the date of entry into force of Banca d'Italia's provisions of 8 March 2025 (only in Italian);
3. out-of-court recovery of bad loans under an outsourcing agreement, on behalf of: (i) asset managers as defined in Article 1(1)(q-bis) of Legislative Decree 58/1998; (ii) banks; (iii) financial intermediaries listed in the register under Article 106 of the TUB, in accordance with Article 2(6) of Law 130/1999; (iv) credit servicers authorized under Article 114.6 of the TUB.

What is credit servicing?

Credit servicing refers to performing one or more of the following activities in relation to loans granted by banks and other licensed lenders that are classified as 'bad loans':

• collection and recovery of payments due from the debtor, which must be carried out, at least in part, in Italy;
• renegotiation of contractual terms and conditions with the debtor, in line with the instructions provided by the credit purchaser, provided this does not constitute lending under Article 106 of the TUB. For these purposes, early repayment and postponement of payment deadlines are not considered lending activities. This also excludes activities carried out by credit intermediaries;
• handling complaints from debtors regarding credit purchasers, credit servicers, and outsourced corporate functions involved in managing bad loans;
• informing the debtor of any changes in interest rates, charges, or payments due.

Must the management of bad loans (credit servicing) be carried out exclusively on behalf of third parties?

No. Under the legislation, credit servicing must be carried out primarily on behalf of third-party purchasers of bad loans.

Credit servicers may also purchase and manage loans directly, on their own behalf but this activity must remain subordinate to the management of bad loans on behalf of third-party purchasers, as set out in Banca d'Italia's provisions (only in Italian).

What activities can credit servicers carry out?

In compliance with Banca d'Italia's provisions (only in Italian), credit servicers may perform the following activities:

• management of bad loans as defined in Article 114.1(1)(a) and (b) of the TUB;
• out-of-court collection of debts other than those referred to in point (a) of Article 114.1 of the TUB (e.g. commercial receivables);
• management of bad loans purchased outright on their own behalf from banks and other financial intermediaries, provided this activity is carried out subordinately to the management of bad loans on behalf of third-party purchasers;
• servicing activities in securitization transactions under Law 130/1999 that do not fall within the scope of Regulation (EU) 2402/2017 (i.e. without risk segmentation);
• related and ancillary activities.

Can credit servicers engage in instrumental or related activities?

Yes. Credit servicers may engage in activities that are instrumental or related to the management of bad loans, provided these activities comply with Banca d'Italia's provisions (only in Italian). Instrumental activities are those ancillary to the services provided by one or more credit servicers. Examples include:

1. managing real estate for business use or property purchased or held for debt collection, for the time strictly necessary to complete the sale;
2. managing IT or data processing services;
3. staff training;
4. research and analysis in economic and financial matters.

Related activities are commercial or financial activities that are not subject to reserve requirements, carried out to support and develop the management of bad loans and performed as ancillary to the core business. Examples include:

1. providing commercial information services;
2. advising on corporate finance (e.g. financial structure and industrial strategy).

Credit servicers may also engage in activities connected with, and instrumental to, out-of-court recovery activities other than those referred to in point (a) of Article 114.1 of the TUB.

Can credit servicers acquire property for business use?

Yes, provided the property is auxiliary to the management of bad loans. For example, properties are considered instrumental if they are intended, in whole or in part, for institutional activities, for rental to employees, for debt recovery purposes, or any other property acquired to pursue the corporate purpose of the acquiring company or other entities within its group.

What is the supervisory regime for credit servicers?

Credit servicers are subject to supervisory reporting and inspections to ensure the sound and continuous operation of their business.

Banca d'Italia carries out these controls while respecting the entrepreneurial nature of the supervised entities, which remain free to define their strategies, organizational models, and investment policies within a framework of general rules.

Banca d'Italia's supervisory activities include analyses and interventions aimed at detecting early signs of potential weaknesses in technical or organizational structures and promoting corrective measures where necessary. These activities involve off-site inspections (document checks, i.e. the collection, processing, and systematic analysis of statistical, accounting, and administrative data) and on-site inspections, to verify the quality and accuracy of the information provided and to gain deeper insights into organizational and management practices. Inspections are proportionate to the size, complexity, and characteristics of the servicer and focus on key risks, governance, and internal controls.

Oversight covers all operational aspects, with particular attention to organizational consistency, risk management quality, and transparency and fairness towards customers.

Can credit servicers licensed in Italy operate abroad?

The rules governing credit servicers are harmonized across the EU, under a system of mutual recognition, with or without establishing a branch.

In line with Banca d'Italia's provisions (only in Italian), servicers licensed in Italy may operate in other EU countries - either through a branch or on a cross-border basis - subject to prior notification to Banca d'Italia and in compliance with the provisions implementing the Credit Servicers and Credit Purchasers Directive in the host country. Operations in non-EU countries are also permitted, subject to prior authorization from Banca d'Italia.

Can credit servicers licensed in an EU country operate in Italy?

Yes. The rules governing credit servicers are harmonized across the EU, under a system of mutual recognition, with or without establishing a branch.

Licensed credit servicers may therefore operate in Italy and other EU countries - either through a branch or on a cross-border basis - subject to prior notification to the competent authority in their home country and in accordance with the provisions implementing the Credit Servicers and Credit Purchasers Directive in the host Member State.

Operations through an Italian branch may begin once Banca d'Italia has confirmed receipt of the notification from the home authority or 60 days after Banca d'Italia receives the communication regarding the branch's establishment from the competent authorities of the servicer's home country.

Banca d'Italia will enter the EU credit servicer in a dedicated list annexed to the register of credit servicers referred to in Article 114.5 of the TUB, indicating the servicer's country of origin.

Is there an application form?

No. Applications are submitted in free form. Banca d'Italia's provisions (only in Italian) specify the documents to be attached and outline the required content of the business plan and the organizational structure report.

What documents should be attached to the application?

The information and documents to be submitted with the licensing application are specified in Banca d'Italia's provisions (only in Italian) and generally include the following:

1. memorandum and articles of association;
2. business plan and organizational structure report;
3. for servicers that receive and hold debtors' funds for the purpose of transferring them to credit purchasers, documentation certifying the adoption of measures to protect debtor funds, as well as proof of the opening of a separate current account;
4. list of direct and indirect shareholders, indicating the shares held in absolute value and as a percentage; for indirect holdings, the entity through which the participation is held;
5. list of names of all the members of the administration, management, and control bodies, with full personal details;
6. documentation for verifying the fitness and propriety of all entities holding qualifying interests - directly or indirectly - in the credit servicer;
7. proof of payment of the minimum capital contributions, issued by the head office of the bank with which the payment was made;
8. information on the origin of the funds used to pay capital contributions to the credit servicer;
9. description of the group to which the company belongs;
10. minutes of the meeting during which the competent body verified the fit-and-proper requirements of the management body members;
11. information on outsourcing agreements, signed or in the process of being signed, for credit servicing activities.

Depending on the specific circumstances and the business model chosen by the servicer, additional documentation may be required to support the assessment (e.g. an appraisal of in-kind contributions to the company's capital, as required by the Italian Civil Code). Applicants must identify and provide the information relevant for the Authority's evaluation, using the template for budget forecast data and attaching it to their application.

The documentation referred to in points f), h), and j) must be no older than 6 months prior to the date of submission of the licensing application.

Existing companies applying for licensing may omit the documents listed under points g) and h) and instead provide chamber of commerce certificates attesting to the subscribed and paid-up share capital. These documents must include certification by the control body.

What should the corporate purpose clause read in the articles of association?

Since the articles of association must reflect the activities actually carried out, the corporate purpose clause should indicate only the activities that the servicer is authorized to perform and performs in practice, namely: the management of bad loans, the out-of-court recovery of claims other than those referred to in point (a) of Article 114.1 of the TUB, and any ancillary or instrumental activities.

How does Banca d'Italia assess the ownership structure of a credit servicer?

When evaluating applications for formation, Banca d'Italia pays particular attention to the reputational profile of shareholders in order to ensure adequate capacity to manage the risks associated with the start-up phase and the applicant's ability to continuously comply with the applicable provisions under the relevant regulatory framework.

To this end, Banca d'Italia assesses the quality of holders of qualifying interests in the capital (i.e. those who, directly or indirectly, hold at least 10 per cent of the shares or voting rights or are able to exercise significant influence over the company) by verifying compliance with the fit and proper requirements set out in Article 25 of the TUB, as provided for in Article 114.13(1) and (3) of the TUB. Banca d'Italia may also consider any criminal convictions or ongoing criminal investigations involving entities holding qualifying or non-qualifying interests in the servicer.

In carrying out these checks, Banca d'Italia uses the information and data at its disposal and may rely on confidential information obtained through cooperation with other Italian or foreign public authorities.

If a qualifying shareholder is a legal entity, the requirements are verified for each member of its management body and for other persons who effectively direct its activities.

Assessments are conducted in accordance with Article 19 of the TUB and Banca d'Italia's Measure of 26 July 2022 (only in Italian).

The assessment of the ownership structure does not result in a separate decision on qualifying holdings and does not follow the procedural steps provided for by the relevant legislation; rather, it forms part of the licensing process for market access.

The verification is based on the information and documents submitted pursuant to Banca d'Italia's Measure of 26 October 2021 (only in Italian).

How does Banca d'Italia assess corporate governance and members of the management body for credit servicers?

With reference to management body members, Banca d'Italia assesses the suitability of persons performing administrative, management and control functions. This suitability is a fundamental safeguard to ensure a governance framework capable of guaranteeing the orderly conduct of activities at all times, in compliance with applicable regulations.

Banca d'Italia assesses the company's governance structure to ensure that: i) it can effectively manage the risks to which the credit servicer will be exposed; ii) it is consistent with the proposed activity and size of the company; and iii) it provides a clear allocation of responsibilities among the various corporate bodies and in relations with shareholders.

To this end, appointees must meet the fit-and-proper requirements and criteria as laid down in Article 26(3)(a) - limited to the requirements of professionalism - c), d) and f), 5 and 6, in accordance with Article 114.13(2) of the TUB.

The rules on suitability requirements under Article 26 are set out in Ministerial Decree 169/2020. Article 3(4) of Legislative Decree 116/2024 transposing the Credit Servicers and Credit Purchasers Directive provides that, until the amendments to Ministerial Decree 169/2020 transposing the Directive enter into force, the professionalism requirements for members of the management body of financial intermediaries as defined by Article 106 of the TUB shall apply to members of the management body of credit servicers.

Corporate bodies are also required to possess adequate collective knowledge and experience, as indicated in Article 26(5) of the TUB, referred to in Article 114.13 of the TUB, and stated in the EBA Guidelines EBA/GL/2023/09 'on the assessment of adequate knowledge and experience of the management or administrative organ of credit servicers, as a whole, under Directive (EU) 2021/2167'.

What should the business plan include?

The minimum content of the business plan is set out in the template provided in Banca d'Italia's provisions (only in Italian). The document, to be drawn up by the directors based on the complexity, organization and size of the credit servicer, as well as the nature of its operations, must contain at least:

• the prospective business lines (corporate mission and objectives, description of the activities carried out by the servicer, the geographical area and market in which the servicer intends to operate, etc.);
• the forecast report on technical developments and income and financial adequacy (projections on the trend of activity volumes and expected recoveries, qualitative and quantitative development of managed loan portfolios and related impairment forecasts, structure and development of costs and revenues, planned investments and related financial coverage, forecast statements, estimate of income and financial requirements in relation to the relevant risks associated with the activity);
• the organizational structure report.

The business plan of existing companies that intend to carry out credit servicing activities must also indicate: (i) previous activities, attaching the financial statements for the last three financial years; and (ii) the measures to be taken - and their implementation timeline - to adapt human and technical resources to credit servicing.

To collect the information to be submitted to the authorities, applicants may use the excel template for budget forecast data; once completed, the template must be attached to the licensing application (see Downloads) for the authority's assessment.

What should the organizational structure report include?

The organizational structure report, to be drawn up according to the template set out in Banca d'Italia's provisions (Annex A, only in Italian), must include at least:

• the governance and control system, with particular reference to the organizational solutions chosen to ensure the efficiency of corporate operations and dialogue in the decision-making process;
• the organizational structure and internal control system (the company's organizational chart, roles and responsibilities, delegation systems, internal control mechanisms, internal procedures for recording and handling debtor complaints, organizational arrangements and procedures used to recover bad loans, outsourced activities with details of the suppliers, etc.);
• the risks identified and the organizational arrangements in place to detect, measure, assess, manage and control them;
• the IT systems used.

How does Banca d'Italia assess business plans?

Banca d'Italia assesses business plans to ensure that credit servicers can guarantee the orderly conduct of their activities on an ongoing basis, in compliance with applicable regulations. To this end, it shall assess, among other things:

• the consistency of the information provided and the reliability of the forecasts;
• the adequacy of the plans to ensure income and financial stability over the reference period. For this purpose, Banca d'Italia may also request scenario analyses;
• the consistency of strategic planning and the sustainability of business development plans, including in relation to the target market;
• the adequacy of the organizational structure and internal controls, taking account of any outsourcing agreements for one or more credit servicing activities or for corporate control functions;
• the adequacy of organizational safeguards to ensure compliance with debtor protection rules and proper, diligent treatment of debtors, taking account of their financial situation and procedures for recording and handling complaints.

In its assessments, Banca d'Italia pays particular attention to whether the applicant has appropriate organizational and commercial arrangements in place, as well as technical and human resources that are qualitatively and quantitatively adequate to manage the risks inherent in these activities, including those specifically related to bad loans.

Can credit servicers outsource the management of bad loans for one or more credit portfolios?

As a rule, credit servicers may outsource all servicing activities for one or more portfolios to a credit servicing provider, as long as they continue to manage other portfolios directly. Servicers are therefore not permitted to outsource all credit servicing activities at the same time.

When outsourcing, servicers must always comply with the requirements set out in Banca d'Italia's provisions (only in Italian), including:

• retaining the ability to oversee outsourced activities and full responsibility for compliance with all obligations regarding the management of bad loans;
• preserving at all times an adequate structure and substantive operations, avoiding becoming an empty shell;
• ensuring that the chosen credit servicing provider is licensed to perform the outsourced activities;
• keeping an up-to-date register of all outsourcing arrangements for the management of bad loans. The details to be included in the register are specified in in Banca d'Italia's provisions (only in Italian).

During the licensing process, can Banca d'Italia carry out specific checks on applicants?

Yes, Banca d'Italia may assess the overall functioning of the company's organizational structure. For this purpose, it may arrange on-site inspections by its own staff or request an examination from an external expert.

If an external examination is requested, the resulting report must include an evaluation of the adequacy of the company's accounting and organizational arrangements, its internal control system, and its ability to meet supervisory reporting requirements.

Depending on the nature of the company's business, Banca d'Italia may also specify additional aspects to be covered in the examination and addressed in the report.

Can existing companies apply for a licence?

Yes. Existing companies that intend to carry out credit servicing activities for bad loans must adopt a resolution amending their corporate purpose and make any other necessary changes to their articles of association. The licensing application must be submitted after the resolution amending the articles of association has been approved and before the amended articles are filed with the Italian Business Register.

When does Banca d'Italia remove a credit servicer from the register?

Banca d'Italia removes a credit servicer from the register when their licence is withdrawn or has lapsed.

Removal also occurs if the company's corporate purpose is amended. In such cases, the request for removal must be submitted to Banca d'Italia by the liquidators or by the company itself within 10 days of filing the relevant resolutions with the Italian Business Register.

Under what conditions does a licence lapse?

A credit servicer's licence shall lapse if the credit servicer:

• expressly renounces it within 12 months of its issue;
• has not started operations within 12 months of licensing.

A limited extension, normally not exceeding six months, may be granted for cause at the request of the credit servicer, to be submitted at least 60 days before the 12-month time limit expires.

Once a licence has lapsed, Banca d'Italia shall deregister the credit servicer. The credit servicer will be required to change its corporate purpose.

Under what conditions is a licence withdrawn?

Without prejudice to the cases of licence withdrawal permitted by law, Banca d'Italia shall deregister a credit servicer and withdraw its licence if it finds that the servicer: (i) no longer meets the conditions required for licensing; (ii) has ceased its activity for a continuous period of more than 12 months; (iii) obtained the authorization by making false statements or by other irregular means.

The credit servicer must then amend its corporate purpose or proceed with liquidation.

The licence shall be withdrawn in accordance with Article 113-ter of the TUB if: (i) there are debtor funds held in a segregated current account that are subject to the applicable protection requirements; (ii) the credit servicer commits exceptionally serious violations of laws, regulations or bylaws governing its activity, including those protecting consumers, applicable both in the host Member State and in the Member State where the credit was granted.

Are credit servicers subject to AML regulations?

Currently, credit servicers are not included among the entities required to comply with the anti-money launderings rules contained in Legislative Decree 231/2007.

Are credit servicers subject to the Digital Operational Resilience Act (DORA)?

At present, credit servicers do not fall within the scope of Regulation (EU) 2022/2554.