The main law providing for securitization vehicles and the requirements they must comply with in Italy is the Securitization Act which was enabled in 1999. Over the years, the law has been amended several times. The last alteration to the Italian Securitization Law was brought at the beginning of 2016, when new borrowing conditions were enabled for shareholders of special purpose vehicles (SPVs).
Our company formation agents in Italy can offer more information on the Securitization Law.
According to the Italian legislation, a SPV cannot be part of a corporate group, which is why it is considered “an orphan company”. The law also stipulates that a SPV must be managed by another company and take one of the following forms:
A SPV is usually registered as a limited liability company in Italy.
The company registration process of a SPV in Italy is the same as for any other entity. However, the company’s incorporation documents and bylaws must state that. The only difference is that being a financial institution, the SPV must be registered with the National Bank of Italy. For this purpose, the Central Bank has created a separate directory.
The main function of a SPV in Italy is to undertake securitization transactions by minimizing the risk of insolvency of the shareholders who have established it, this is why SPVs are usually registered as new companies without operating background.
Our company registration consultants in Italy can assist foreign investors seeking to open SPVs in this country.
Both the local and the European legislations allow Italian SPVs to issue various types of securities which can be traded on the capital markets. SPVs in Italy will also benefit from special tax treatments, among which a 0% VAT rate applicable to transfers qualifying as services with a financial purpose. Exemptions from the normal 26% tax rate are also applicable to certain categories of entities established as SPVs in Italy.
For complete information on why open a SPV and assistance with the registration process, please feel free to contact our Italian company formation representatives.