Background
On 22 July 2025, the Italian Ministry of Economy and Finance (“MEF”) opened a public consultation on the draft legislative decree designed to transpose Directive (EU) 2023/2225 on consumer credit (“CCD2”). Stakeholders were invited to submit comments by 4 September 2025.
CCD2 represents a wholesale overhaul of the EU consumer credit framework, extending its scope to new business models, such as, in particular, buy-now-pay-later (“BNPL”) schemes, and tightening conduct of business, information, and creditworthiness assessment requirements.
The Italian draft decree introduces a number of strict requirements concerning merchant registration and widens the scope of the rules applicable to financial agents and credit brokers.
These changes may have significant impacts on the distribution networks used for financing and BNPL products in Italy, as well as on the operations of alternative lenders and certain Fintech platforms.
Exemptions for supervised financial institutions and regime for crowdfunding service providers
Under Italian law, any entity offering or distributing financing agreements or payment products must be enrolled in the register of financial agents or credit brokers, unless certain exemptions apply.
One of the most notable exemptions relates to banks and other financial institutions (such as investment firms, asset managers, insurance undertakings, payment institutions, and e-money institutions) that are exempt from the rules governing credit agents and brokers when they promote or conclude financing contracts or payment products in Italy.
It is unclear whether the exemption also covers equivalent EU financial institutions operating in Italy under the freedom to provide services or the right of establishment, and the draft decree provides no indications on this matter.
Furthermore, under the draft decree the exemption has not been extended to crypto-asset service providers (“CASP”) or to European crowdfunding service providers (“ECSPs”) intermediating consumer loans outside the perimeter of Regulation (EU) 2020/1503.
As for ECSPs, the draft decree actually requires that the intermediation of consumer loans would trigger the obligation to register as a credit broker. This requirement appears unnecessary considering the regulatory regime to which ECSPs are already subject under EU law.
With respect to CASPs, the extension of the above exemption could facilitate the offer of margin trading arrangements or crypto-backed loans through partnership with authorized lenders.
New registration regime for merchants acting as credit intermediaries
CCD2 requires that suppliers of goods or services (i.e., merchants) that offer credit on an ancillary basis be entered in a register for supervisory purposes. The Italian government intends to exercise the option under the CCD2 and limit the registration obligations to merchants that do not qualify as micro-enterprises or small and medium-sized enterprises.
However, for large merchants, the Italian draft decree introduces a regime that goes beyond the CCD2 by imposing extensive organizational and reporting requirements. The draft decree provides for the imposition of payment contributions to the OAM (i.e., the Italian authority responsible for the supervision of credit intermediaries) on the lending institutions, which must then seek reimbursement from the merchants.
The regime introduced by the draft decree appears significantly more onerous than what is required under CCD2. The imposition of extensive organizational and contribution requirements, as well as the allocation of costs to financing institutions rather than merchants, creates additional regulatory burdens and complexities, potentially discouraging the execution of distribution agreements with large merchants.
Furthermore, there is a lack of clarity regarding the territorial scope of the rules set forth in the decree, which may result in asymmetries between Italian and foreign creditors. In particular, it is unclear whether the local registration obligations will apply to foreign lenders using large merchants in Italy to offer their credit products, as well as to Italian lenders using merchants abroad for the same purpose.
Exemption for referral activities
CCD2 excludes from the definition of “credit intermediary” any party that merely introduces a consumer to a creditor.
The draft decree narrows this carve-out by requiring that the introduction be unpaid. The carve-out is also limited to consumer credit contracts and apparently does not apply to payment products.
The introduction of additional conditions-such as requiring that the introduction be unpaid-does not appear to be in line with the CCD2. Furthermore, this approach is inconsistent with market practice and supervisory guidelines issued in other financial sectors, such as, in particular, in the context of insurance distribution and investment services, where introducers can be remunerated under Italian law (subject to certain conditions).
The narrowing of this exemption compared to the CCD2 approach could limit the possibility of executing referral, co-branding, or other agreements for financing contracts or payment services in Italy.
BNPL and credit assignment to SPVs
Under the draft decree, a BNPL scheme where the merchant grants a payment deferral and the receivable towards the consumer is then sold without recourse to a third party would trigger the application of consumer credit obligations.
However, it is not entirely clear whether securitization SPVs-which are typically used to set up BNPL platforms in Italy-would be captured by the provision. It is also unclear which entity—i.e., SPV, servicer, originator, etc.-would be responsible for discharging pre-contractual duties, performing creditworthiness assessments, and taking general responsibility for compliance with consumer credit requirements.
New rules on financial agents and credit brokers: impacts on direct lending funds, invoice trading and P2P lending platforms
The draft decree provides that the registration obligations relating to financial agents and credit brokers will apply to any financing granted by a person that is “authorized or permitted” to grant loans. In contrast, under the current rules, these obligations are triggered only if the lender is a bank or a specialized lender authorized in accordance with Article 106 of the Italian Banking Code.
These changes could have a significant impact on credit funds, as fund managers would probably need to use entities or professionals registered with the OAM for credit origination and similar support activities in Italy.
Furthermore, the new rules will also impose the application of the registration requirements on invoice trading platforms where credit funds purchase invoices issued by Italian companies.
Finally, it is still unclear whether P2P Lending platforms will be caught by the new rules on credit brokers. This is due to the fact that consumers who invest on P2P Lending platforms could hardly be seen as persons that are “authorized or permitted to extend loans”- unless clear indications are given to this end in the final version of the decree.
Next steps and practical implications for market participants
The Italian government will review the feedback received during the consultation with a view to implementing the CCD2 in a timely manner-i.e., by 20 November 2025. Transitional periods ranging from six to twelve months are expected for the new registration requirements, considering also that the new CCD2 rules should become applicable starting from 20 November 2026.
Pending the adoption of the final rules, banks and financial institutions (including BNPL providers and alternative lenders) should start mapping existing distribution, partnership, or collaboration agreements to verify whether they comply with the new regime. Fintech and crowdfunding platforms also need to assess the impact of the revised rules and adopt appropriate measures to transition to the new regime.
For more information on these topics, check the page of our practice of Financial Services Regulatory & Fintech.
