Assign Italian Receivables to a Factor: Law 52/1991

Law 52/1991, debtor notification, dispute risk on assignment — a practical guide for foreign exporters and creditors dealing with Italian debtors

#51 · LANG: English (en) · AREA: Debt Recovery & Enforcement in Italy · TYPE: Case note (court decision) · MODEL: Sonnet 5 · SEO 76/100 · Flesch Reading Ease 35 · fonte: batch_articles_11items_2026-08-14_h14-42_s63c.doc

URL: https://panatolawfirm.com/en/assign-italian-receivables-debt-collector-factor

ABSTRACT: Foreign exporters and creditors with unpaid Italian invoices often litigate for years when a faster alternative exists: selling the receivable to an Italian factor or special-purpose vehicle. Law 52/1991 provides a purpose-built regime that overrides several default rules of the Italian Civil Code, but the mechanics — especially debtor notification and the survival of dispute defences — are poorly understood abroad. This article sets out the framework precisely, identifies the risks that travel with the debt, and explains what a foreign assignor must do to make the transfer enforceable and commercially sound.

A €289 billion market that most foreign creditors ignore

You have delivered goods or services to an Italian company. The invoices are overdue. You have sent reminders, perhaps a lawyer's letter. Your options, as you see them, are: sue in Italy, seek a European Payment Order, or write off the debt. Most foreign creditors stop there.

The Italian Factoring Association, Assifact, represents substantially the entire factoring market in Italy, with a turnover of nearly €290 billion in 2024, equal to approximately 13% of GDP. By the end of 2025, cumulative turnover had risen to €289.1 billion, a 3.83% increase compared to 2024. Despite this scale, Assifact considers that factoring still has significant room for growth, with only around 32,000 companies currently using it. Almost none of those 32,000 are foreign exporters using factoring as a debt-recovery exit. That is the gap this article addresses.

The idea is straightforward: rather than litigating an Italian claim yourself, you sell it — at a discount — to a licensed Italian factor or a securitisation special-purpose vehicle (SPV). The factor buys your right to collect, takes on (or shares) the credit risk, and enforces locally using tools it knows far better than any foreign creditor ever could, including the payment order (decreto ingiuntivo) procedure. The question is whether the law permits it, and on what terms.

What is Law 52/1991 in Italy?

Assignment of receivables (cessione del credito) has always been possible under Arts. 1260–1267 of the Italian Civil Code (codice civile), which allow a creditor to transfer a claim to a third party without the debtor's consent. Law 52 of 21 February 1991 — formally "Rules regarding the assignment of corporate credits" — adds a special regime designed specifically for commercial factoring.

Law 52/1991 allows the transfer of receivables even before the contracts from which they arise have been concluded; it permits bulk assignment of both existing and future receivables; and it introduces simplified rules on the enforceability of assignments against third parties.

Under Italian law, factoring falls within the scope of assignment of receivables pursuant to Art. 1260 of the Italian Civil Code, according to which a creditor may transfer a claim for consideration or free of charge, provided the credit is not strictly personal and the transfer is not prohibited by law.

For Law 52/1991 to apply, certain conditions must be met: the assignor must be an individual business acting for commercial purposes, a partnership or a company; and the assigned credits must arise from contracts entered into by the entrepreneur in the course of business. The assignee must be a bank or a financial intermediary authorised to carry out financial activity in Italy under the Consolidated Banking Act (Testo Unico Bancario). A foreign holding company cannot simply assign Italian receivables to another foreign entity and call that factoring: the acquirer must be an authorised Italian-market participant.

Existing or future receivables can be sold in bulk. The bulk sale of future receivables may only relate to receivables that will arise from contracts to be concluded within a period not exceeding twenty-four months.

How does assignment of receivables work in Italy?

The core mechanism is simple. Once the assignment is concluded between assignor and assignee (cedente and cessionario in Italian), the debtor — the Italian company that owes you money — is bound to pay the new creditor instead of you. But the Italian Civil Code builds in a protective rule: until the debtor has been formally notified of the assignment, or has accepted it, payment to the original creditor discharges the debt. This is the rule in Art. 1264 of the Italian Civil Code, and it is non-negotiable. If the debtor pays your company after you have assigned the receivable but before receiving notification, the factor cannot recover that payment from the debtor. It would have to pursue you.

Notification to the debtor is therefore not a formality — it is the moment from which the assignment becomes effective against the debtor. In practice, Italian factors send notification by certified email (PEC), the Italian system of legally recognised electronic mail that generates a timestamped delivery receipt equivalent to a registered letter. The date of notification is also decisive for insolvency purposes: Law 52/1991 introduced facilitating provisions on the enforceability of assignments against third parties, and the courts have consistently read this as meaning that an assignment properly notified before the opening of insolvency proceedings is effective and cannot be set aside as a preference, provided the statutory conditions are met.

Unlike in most common-law jurisdictions — where an equitable assignment can be effective between the parties without any notification to the debtor, and where the assignee merely takes "subject to equities" as a matter of general principle — Italian law makes notification a condition of enforceability against the debtor, not just a precaution. A UK or US creditor who sells an Italian receivable without ensuring that the Italian debtor has actually received formal notice risks the entire commercial purpose of the transaction.

One further distinction matters for public-authority debtors (hospitals, government agencies, municipalities). Assignment of a receivable against a public body requires a notarised deed of assignment and notification to the competent administrative officer. The simplified factoring route under Law 52/1991 does not override those formalities for public-sector obligors.

Can I sell my unpaid Italian invoices to a factor or debt buyer?

Yes — but the answer turns on which type of factoring you use and whether the underlying contract supports it.

In pro soluto (non-recourse) factoring, the factor bears the credit risk entirely. It buys the receivable outright, pays you a discounted purchase price, and if the Italian debtor refuses to pay, the factor absorbs the loss. The discount will naturally reflect the debtor's perceived creditworthiness and the age of the invoice.

In pro solvendo (recourse) factoring, you receive an advance and the factor manages collection, but if the debtor ultimately does not pay, the factor has a right of recourse against you. This structure is more common for ongoing commercial relationships and invoice financing; it is less useful as a pure exit from a distressed receivable.

The seller guarantees, within the limits of the agreed payment, the solvency of the debtor, unless the purchaser renounces, in whole or in part, the need for such a guarantee. This statutory default means that unless the factoring agreement expressly excludes the guarantee of solvency — which is what pro soluto factoring does — you retain residual exposure. Foreign assignors negotiating with Italian factors should always confirm in writing whether the transaction is pro soluto and what warranties are being given regarding the validity and enforceability of the underlying claim.

Can a foreign company assign Italian debts to a local collection agency?

A foreign company — whether a UK exporter, a US manufacturer, or an Australian service provider — can be an assignor under Law 52/1991, provided the receivables arise from commercial contracts and the assignee is a qualified Italian financial intermediary. The foreign element does not disqualify the transaction. However, two points require attention.

First, the underlying contract's governing law matters, though not in the way many assume. The assignment agreement itself is typically governed by Italian law. But the debtor's defences — crucially — remain anchored to the underlying supply or service contract. If that contract is governed by English law and the debtor has a legitimate English-law counterclaim (say, for defective goods), that counterclaim travels with the receivable and can be raised against the Italian factor just as it could have been raised against you.

Because the assignment of a credit produces no objective modification of the credit itself and cannot prejudice the position of the assigned debtor — given that the assignment occurs without or even against the debtor's consent — the assigned debtor may raise against the assignee all objections concerning the existence or validity of the transaction from which the credit arises, as well as those relating to proper performance. This principle was reaffirmed by the Court of Milan (Tribunale di Milano, judgment no. 1248 of 13 February 2025 — Trib. Milano, 13 febbraio 2025, n. 1248/2025).

The assignment of a credit leaves unchanged the terms and conditions of the underlying relationship from which the credit derives. Because the debtor's consent is not required for the assignment to take effect, the assignment cannot in any way worsen the debtor's original position. The practical consequence is stark: if your Italian debtor has a legitimate defence — goods were defective, services were incomplete, a counterclaim for damages exists — those defences do not disappear when you sell the receivable. The factor inherits them. A reputable Italian factor will conduct due diligence on the claim before purchase precisely to price this litigation risk.

Second, the cut-off date for defences is decisive. Events subsequent to the assignment that modify, extinguish, or render the credit unenforceable — such as a consensual rescission or a post-assignment breach — are not enforceable against the assignee. Where a debtor attempted to raise against the new creditor objections based on breaches by the original assignor that had occurred only after notification of the assignment, the Italian Court of Cassation declared the debtor's arguments inadmissible, confirming that once the assignment is perfected, the debtor cannot raise against the assignee events that occur in the original relationship after notification. This means notification is not only the moment of enforceability — it is also the date that freezes the debtor's arsenal of defences.

Proving you own the credit — and a warning from the Cassazione

A newer and practically important line of case law concerns how the assignee proves it actually holds the credit it is trying to enforce.

Italian Court of Cassation order no. 33966 of 24 December 2025 (Cass. civ., ord. 24 dicembre 2025, n. 33966) marks a significant strengthening of the evidentiary position of assignee companies in bulk assignments under Art. 58 of the Consolidated Banking Act and securitisation transactions under Law 130/1999, reducing the scope for debtors to raise purely dilatory objections about the assignee's standing to sue.

Order no. 33966/2025 consolidates a now-established line of authority that recognises broad evidentiary weight for publication in the Official Gazette (Gazzetta Ufficiale), provided the publication is capable of identifying the assigned credit without uncertainty. The proof of the assignment and the inclusion of the specific credit within its scope may be provided by any means, without the necessity of producing the assignment contract itself.

For Law 52/1991 assignments — which are individual or portfolio assignments rather than Art. 58 bulk bank transfers — the standard is that the assignee must be able to demonstrate, at the point of enforcement, that this particular invoice was included in the assignment. A cleanly drafted schedule of assigned receivables, attached to the assignment agreement and sent to the debtor as part of the notification package, is the single most important document you can prepare at the outset.

Nemo plus iuris ad alium transferre potest quam ipse habet — one cannot transfer to another more rights than one possesses oneself. This ancient maxim captures the core risk for any assignee: if the underlying receivable is disputed, defective, or void, the assignment does not cure that defect. The factor takes what you have, nothing more.

The American legal scholar Karl Llewellyn, who spent much of his career analysing commercial law's gap between formal rule and commercial reality, observed that transactional security depends less on the letter of the contract and more on the quality of the underlying commercial relationship. His insight applies here with full force: Italian factoring law is technically permissive, but the real protection for an assignee is the strength of the original claim.

Enforcing after assignment — and the public-authority exception

Once the assignment is properly notified, the factor or SPV stands in your shoes. It can issue a formal demand before enforcement (precetto), apply for a payment order (decreto ingiuntivo) in an Italian court, and proceed to attachment of assets (pignoramento) if the debtor does not pay voluntarily. Italian courts have confirmed that an assignee that has not received payment may obtain a payment order (decreto ingiuntivo) directly against the assigned debtor.

The international component of Italian factoring is accelerating. In the first three months of 2025, overall factoring turnover in Italy grew by 3.07%, but the standout figure was the international segment, which recorded growth of 20%, with volumes exceeding €17 billion. The international segment — covering transactions with foreign assignors or foreign debtors — had already grown 13.79% in 2024, reaching a value close to €73 billion, approximately one quarter of the entire Italian factoring market. This means experienced Italian factors increasingly understand cross-border assignments and have the operational infrastructure to manage them.

For a foreign creditor with a portfolio of overdue Italian invoices, the calculation is straightforward. Litigation in Italy is slow, often taking three to five years at first instance. A pro soluto assignment converts an uncertain, illiquid claim into an immediate (discounted) cash receipt, removes the Italian debtor risk from your balance sheet, and transfers enforcement cost and risk to a party that is structurally better positioned to bear it. The discount is the price of certainty.

The correct sequence for a foreign assignor is: verify that the underlying contracts are enforceable under their own governing law; obtain a legal assessment of any set-off or counterclaim exposure the debtor might raise; select a factor or servicer authorised under the Italian Consolidated Banking Act; draft the assignment agreement with a clear schedule of receivables; notify the Italian debtor formally by certified email (PEC) or registered post on the same day the agreement is signed; and retain evidence of delivery. Each step matters. The notification date is the legal fulcrum on which everything else turns.

Image prompt: A sunlit office in a modern Italian commercial building, early morning. On a wide wooden desk, a neatly clipped stack of commercial invoices stamped "SCADUTO" (overdue) sits beside a sleek laptop open to a spreadsheet of receivables, a formal assignment document with a wax seal, and a small Italian flag paperweight. Through floor-to-ceiling windows, a northern Italian urban skyline is visible in warm amber light. The scene conveys precision, financial resolve, and the transfer of commercial risk. Colour palette: warm amber, cream, muted navy. Photorealistic style, no people visible.

Image file: assign-italian-receivables-debt-collector-factor-cover

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CHECK:
AUTHORITY 1: Tribunale di Milano, judgment no. 1248 of 13 February 2025 (Trib. Milano, 13 febbraio 2025, n. 1248/2025) — on debtor's right to raise defences concerning the validity and performance of the underlying contract against the assignee.
EXISTS? Yes — reported by giurisprudenzadelleimprese.it with full reference.
CONTENT MATCHES what I wrote? Yes — the decision affirms that the debtor ceduto may oppose the assignee all exceptions concerning existence, validity, and correct performance of the originating transaction.

AUTHORITY 2: Italian Court of Cassation, order no. 33966 of 24 December 2025 (Cass. civ., ord. 24 dicembre 2025, n. 33966) — on evidentiary standards for assignee companies in bulk assignments, role of Gazzetta Ufficiale publication, open probatory model.
EXISTS? Yes — confirmed by Altalex (January 2026) and CreditNews (March 2026) with full reference.
CONTENT MATCHES what I wrote? Yes — the decision strengthens the assignee's evidentiary position, confirms proof may be provided without producing the full assignment contract, and reduces dilatory defences by debtors.

AUTHORITY 3: Italian Court of Cassation, Third Civil Division, judgment no. 25496 of 17 September 2025 (Cass. civ., Sez. III, 17 settembre 2025, n. 25496) — on post-notification events not being opposable by the debtor to the assignee.
EXISTS? Yes — cited in Altalex (March 2026), reference