Applicable provisions

Law of 21 February 1991 no. 52
Governing the sale of trade receivables

Art. 1 Scope

1_The sale of monetary claims for remuneration shall be governed by this Law, when the following conditions are met:

  • the seller is an entrepreneur;
  • the assigned receivables derive from contracts concluded by the seller in the performance of his business;
  • the purchaser is a corporation or entity, whether public or private, with legal personality, whose purpose of business includes the purchase of receivables and whose share capital, or endowment, is not less than to ten
    times the minimum capital required for joint-stock companies.

2_This does not affect the application of the provisions of the Civil Code for the sale of receivables not meeting the requirements referred to in paragraph 1.

Art. 2 Register of companies engaged in the activity of sale of receivables

Repealed by Legislative Decree 385/93 which established the General and Special List of Subjects Operating in the Financial Sector (Art. 106 and 107). 

Art. 3 Sale of future receivables and bulk receivables

Receivables can be sold even before they the contracts from which arise are concluded.

Existing or future receivables can be sold in bulk.

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

The sale of receivables in bulk is deemed to have a specific purpose, including in relation to future receivables, if the debtor assigned is indicated, except as prescribed in paragraph 3. 

Art. 4 Guarantee of solvency

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 a guarantee. 

Art. 5 Effect of the sale with respect to third parties

If the purchaser has paid the consideration for the sale in whole or in part and the payment has a definite date, the sale may be asserted:

  • against other assignees of the seller, whose title of purchase has not been made effective against third parties before the date of payment;
  • against any creditor of the seller who has pledged the receivable after the date of payment;
  • in the event of the bankruptcy of the seller declared after the date of payment, subject to Article 7, paragraph 1.

The right is reserved to the purchaser to assert the sale against third parties as provided by the Civil Code.

Exemptive effect is reserved in accordance with the provisions of the Civil Code for payments made by the debtor to third parties.

Art. 6 Revocation of payments of the debtor in the event of bankruptcy

The payment made by the debtor to the purchaser is not subject to revocation under Article 67 of the text of the provisions on the rules governing bankruptcy, arrangement with creditors, receivership and compulsory liquidation, approved by the Royal Decree of 16 March 1942 no. 267. However, such an action may be brought against the seller if the administrator discovers that he knew of the state of default of the debtor on the date of payment to the purchaser.

The right of the seller to compensation is reserved against the purchaser who has renounced the guarantee provided for in Article 4.

Art. 7 Bankruptcy of the seller

The effectiveness of the sale with respect to third parties under Article 5, paragraph 1, is not enforceable in the event of the bankruptcy of the seller, if the administrator can prove that the purchaser knew of the state of default of the seller when he made the payment and if the payment of the purchaser to the seller was made in the year prior to the bankruptcy and before the expiry of the receivable sold.

The bankruptcy administrator of the seller may withdraw from cells concluded by the seller, with restriction to receivables not yet arisen on the date of the bankruptcy ruling.

In the event of withdrawal, the administrator must return to the purchaser the amount paid by the purchaser to the seller in respect of sales as provided for in paragraph 2.

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