AIFMD2 in Italy · How D.Lgs. 39/2026 shifted the centre of gravity of European private credit

Edition MMXXVI · I · Published 16 April 2026, the day the decree’s main provisions enter into force · Lextron Regulatory Intelligence · Reading time: 52 minutes

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§Starter panel — the most important numbers at a glance

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§Executive summary — for those with 3 minutes

Italy just made the single largest pro-market move in European private credit since ELTIF 2.0.

Legislative decree no. 39 of 13 March 2026, published in the Gazzetta Ufficiale on 27 March and in force from 16 April 2026, transposes the AIFMD2 directive into Italian law. But “transposition” understates the move. Italy did not stick to the Brussels minimum. In key places it went further — it removed the de facto authorisation gate for EU credit AIFs entering the market, it opened consumer lending to alternative investment funds, and it expanded the catalogue of permissible AIFM activities to include servicing, securitisation services and benchmark administration.

At the same time, the hard AIFMD2 rules that change the economics of direct lending across the EU have now switched on: a 175% leverage cap for open-ended and 300% for closed-ended credit AIFs, a 20% single-borrower cap for financial counterparties, a ban on originate-to-distribute as a strategy, and 5% risk retention on transferred originated loans.

Net, Italy is positioning itself as the most open large jurisdiction for private credit in the EU — in sharp contrast with Germany, Luxembourg, Ireland and France, all of which took the option to ban consumer lending through AIFs. Combined with the macro backdrop — euro-area banks tightening corporate credit standards for the eighth consecutive quarter and structurally unmet SME credit demand — this creates a unique time window for funds that until now have struggled to scale in Italy.

§Three things that change the game

1. De facto cross-border deregulation — EU credit AIFs can enter the Italian market via ordinary notification, without a quasi-authorisation from Banca d’Italia.
2. A new class of strategy — consumer lending through credit AIFs becomes legal, unlocking a market worth roughly €90bn of outstanding consumer credit and €8bn of annual BNPL volume.
3. The AIFM business model — servicing, securitisation SPV administration, benchmark administration and outsourced functions leave the grey zone. That turns a subset of Italian SGRs into multi-line specialty credit platforms.

§Three biggest risks

1. Level 2 risk — Banca d’Italia and Consob have until 16 October 2026 to issue implementing rules, including the detailed calibration of the 20% cap, the consumer lending rulebook, and the specifics of liquidity management tools. Until then, the market operates under partial interpretive uncertainty.
2. 20% exposure cap for financial counterparties — if Banca d’Italia applies this limit literally, it will hit a large slice of Italian real estate lending, where the borrower is often a real-estate AIF.
3. EU-level level 2 gap — in October 2025 the European Commission announced that 115 non-essential level 2 acts, including the RTS for open-ended loan-originating AIFs, will not be adopted before 1 October 2027. That leaves the industry with interpretive scaffolding in the most innovative slice of the regulation.

§Verdict

For private credit, SME lending, specialty finance and loan servicing — very strong positive. For consumer finance — higher-risk strategic opportunity, requiring an operating stack different from a classic fund manager. For real estate — mixed, with sharp dependence on level 2 interpretation. For banks — mildly negative, with partnership opportunities as a compensator.

The rest of the report breaks each of these threads down, with tables, charts, checklists and recommendations per persona — GPs, LPs, legal/compliance, CEOs of affected industries.

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§Table of contents

1. Why this matters now — the macro backdrop
2. What D.Lgs. 39/2026 actually does
3. Before / After — eight hard regulatory changes
4. Deep dive 1 · Leverage — 175% / 300%
5. Deep dive 2 · 20% exposure cap — the real-estate landmine
6. Deep dive 3 · Originate-to-distribute and 5% risk retention
7. Deep dive 4 · Consumer lending — Italy’s biggest strategic move
8. Deep dive 5 · Open-ended credit AIFs and the level 2 gap
9. Deep dive 6 · The new AIFM activities catalogue
10. Italy vs the rest of Europe — country table
11. Market sizing — how much is actually on the table
12. Industry impact matrix
13. Sector by sector — ten industries under the microscope
14. Grandfathering — a forensic checklist
15. Level 2 watchlist to 16.10.2026
16. Decision frameworks — MVP / Optimal / Moonshot
17. Recommendations per persona
18. Risk map — red / amber / green
19. FAQ
20. Glossary
21. Methodology and sources

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§1 · Why this matters now — the macro backdrop

The Italian decree enters into force at a very specific point in the cycle, and you cannot disentangle it from the European backdrop. Without that backdrop, it is easy to file AIFMD2 and D.Lgs. 39/2026 under “intra-legal lawyer change”. It is not an intra-legal change. It is a regulatory response to three phenomena that are happening in parallel and mutually reinforcing each other.

Phenomenon one — euro-area banks are rationing corporate credit. According to the January edition of the Euro Area Bank Lending Survey, in the fourth quarter of 2025 euro-area banks unexpectedly tightened credit standards for enterprises — a net 7 percent of banks reporting tightening. In the first quarter of 2026 they expected further tightening, particularly for large firms, with a modestly smaller tightening for SMEs. This is not an anomaly. It is the eighth consecutive quarter where, on net, more banks tighten than ease standards for corporates. The reason banks cite themselves — heightened risk perception, a more conservative view of firms’ outlook, lower risk tolerance.

For SMEs — and SMEs are 99% of all firms in Italy and around two-thirds of employment — this means progressively less flexible bank capital. The OECD’s 2025 “Financing SMEs and Entrepreneurs” report confirms that the banking sector has been the source of increasingly selective credit, and SMEs have a structural shortage of external debt. In that environment, any regulation that opens a different credit pipe takes on strategic importance.

Phenomenon two — European private credit is growing faster than forecast. According to Preqin, the European private credit market now sits at roughly $530bn of assets under management, with a forecast to reach $940bn by 2030. That is nearly a doubling in five years. More importantly — Europe is taking a growing share of global fundraising. Direct lending remains the dominant strategy at 61.5% of capital raised in the first three quarters of 2025. The structural preference of allocators is shifting toward European private credit, which offers wider premia than comparable US strategies, because banks historically played a larger role in European corporate credit and their retrenchment creates disintermediation upside.

Phenomenon three — Capital Markets Union reignited. The European Commission and the ECB through 2025 and 2026 increasingly emphasise that Europe will not build a second-order economy without deeper capital markets. The political goal is to reduce dependence on the bank channel for credit in favour of capital-markets channels. AIFMD2 is one of the hard implementing steps of that strategy. Loan-originating AIFs are, in the Commission’s own language, a “complementary source of financing” to banks, particularly for SMEs and the real economy. In that context, Italy becomes a test case: a large economy with a structurally bank-centric financial system, in which private credit has not yet reached mass scale.

When you stack these three threads, you get a financial system that has just received a green light from the regulator for its first real expansion beyond bank-centric lending. Italy — not Luxembourg, not Ireland, not France — stepped forward in this political fight over the AIFMD2 tone. Why Italy? Because Italy has the biggest bank-centricity problem and the most evident gap between the size of its economy and the depth of its private credit market. D.Lgs. 39/2026 is not a legal act. It is a strategic political decision.

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§2 · What D.Lgs. 39/2026 actually does

The decree has six chapters, implementing Directive (EU) 2024/927 and correspondingly amending the Italian Testo Unico della Finanza (TUF). In legal substance, it does ten things at once.

First, it introduces the first harmonised definition of “credit AIF” / “loan-originating AIF” at EU level. The definition is functional. A credit AIF is a fund whose investment strategy is mainly to invest in loans, or in which loans represent at least 50% of NAV. The Italian implementation goes further — it reads “investment in loans” broadly, including through SPVs, where the AIF or AIFM participates in the financing structure.

Second, it liberalises the entry of EU credit AIFs into the Italian market. Before the decree, funds from other EU Member States wishing to originate loans in Italy had to go through a prior notification to Banca d’Italia, which in practice operated as a shadow authorisation and could end in a formal ban on operating in the country. After the decree, only an ordinary notification at the launch of activity remains. This is a fundamental change for cross-border private credit.

Third, it introduces leverage caps — 175% for open-ended and 300% for closed-ended loan-originating AIFs, calculated by the commitment method as the ratio of exposure to NAV. Exclusion — funds that originate exclusively shareholder loans to subsidiaries up to 150% of fund capital.

Fourth, it introduces a 20% exposure cap for a single borrower, where the borrower is a financial institution, an AIF or a UCITS. The limit must be reached within 24 months of first close, extendable by a further 12 months with regulator consent. The Italian primary transposition does not write the limit literally — it leaves it to BdI level-2 rules.

Fifth, it bans originate-to-distribute as a fund strategy. You can no longer design a credit AIF as an “origination factory” that creates loans purely to be transferred immediately. On top of that, 5% risk retention on the notional of every transferred originated loan — in principle until maturity for loans up to 8 years and for consumer loans regardless of tenor, and at least 8 years for longer loans.

Sixth, it opens consumer lending through credit AIFs. The AIFMD2 directive left Member States the option to ban this. Italy did not exercise it. As a consequence, alternative investment funds can legally grant consumer loans, subject to compliance with the Italian consumer credit regime and joining the Arbitro Bancario Finanziario.

Seventh, it permits open-ended loan-originating AIFs in Italy. Previously, the Italian closed-ended model was the de facto standard. Now an AIFM may propose an open-ended form, subject to demonstrating the compatibility of its liquidity risk management system with the investment strategy and redemption policy. Mandatory selection of at least two liquidity management tools from the AIFMD2 menu.

Eighth, it expands the AIFM activities catalogue. Newly permissible activities include: financing on behalf of managed AIFs, credit management and credit servicing, services to securitisation SPVs, benchmark administration, and the provision to third parties of functions already carried out for managed AIFs, subject to conflict-of-interest management.

Ninth, it amends the reporting and depositary regime. The decree introduces new reporting obligations for AIFMs and an expanded supervisory scope for Banca d’Italia. Some of these requirements have a tail date — applying from 16 April 2027 — giving AIFMs an extra year to align systems.

Tenth, it establishes the transitional regime — grandfathering. The decree does not create its own transitional regime but relies directly on the AIFMD2 mechanism. Funds existing before 15 April 2024 receive a soft landing, with 16 April 2029 as the key date for parts of the limits. Loans originated before 15 April 2024 can be managed without applying the new rules on the consumer lending option, the originate-to-distribute ban, and risk retention toward those historical assets.

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§3 · Before / After — eight hard regulatory changes

The table below is the master summary of all key changes between the pre-AIFMD2 Italian regime and the post-D.Lgs. 39/2026 state. If you only have time for one table in this entire report — let this be it.

Each of the eight changes gets its own deep dive below. But before we go there, two sentences of calibration that are easy to miss.

First — passport for the AIFM, not for the AIF. The simplification of cross-border entry in point 1 is fundamental, but it does not create a full “lending passport” for the fund itself. AIFMD2 harmonises the rules for the AIFM (the manager), while the fund itself still has to respect local product rules in the countries where it operates. In Italy that means: if you do consumer lending, you sit in the Italian consumer credit regime and in ABF; if you do SME lending, you operate under Italian obligations and enforcement law. The passport reduces friction but does not create a federal debt market.

Second — minimum transposition vs gold-plating. Most EU Member States transposed AIFMD2 near the minimum. Italy clearly went beyond the minimum in three places: consumer lending liberalisation, expansion of the AIFM activities catalogue, and an interpretively broad reading of “investment in loans” that captures SPV structures. It left work for level 2 in two places: detailed calibration of the 20% exposure cap and the detailed consumer lending regime. That means interpretive drift is asymmetric — it can only further liberalise or hold the current status.

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§4 · Deep dive 1 · Leverage — 175% / 300%

The change in leverage caps is the numerically most spectacular element of the new regime. The Italian benchmark before AIFMD2 for reserved AIFs was 150% exposure/NAV, and for non-reserved AIFs the practice was even more conservative. After the decree, AIFMD2 introduces a two-tier system: 175% for open-ended loan-originating AIFs, 300% for closed-ended. Leverage is calculated by the commitment method defined in AIFMD level-2 regulation, as the ratio of fund exposure to net asset value.

§The change, in numbers

Closed-ended credit AIFs get an effective doubling of leverage capacity. This is the largest injection of capital-structuring room in European private credit in years. In practical terms, for a fund with NAV of €500m, the previous limit allowed total exposure of €750m. The new limit — €1.5bn. A single order-of-magnitude shift with cascading consequences.

First, the economics of structuring. With more available leverage, GPs can underwrite larger trades instead of syndicating them with banks on unfavourable warehouse terms. Unit economics per transaction improve, because the fixed costs of underwriting and monitoring amortise over a larger ticket.

Second, closed-ended vs open-ended model choice. The gap between 175% and 300% is wide enough that it actively drives the form AIFMs use when structuring new funds. A sponsor that does not need redemption optionality and wants to maximise leverage capacity will go closed-ended. That materially caps the push toward open-ended — except in niche strategies where the investor explicitly pays for liquidity.

Third, cost of capital. More available leverage means the fund can operate on a thinner equity cushion, which lowers the cost of capital for the borrower. For SMEs in an environment where banks are tightening, that is a positive second-order effect — private credit funds can compete with banks on price, not just availability.

Fourth, systemic risk. The other side. Doubling permissible leverage in closed-ended funds on loan-origination strategies means that in a stress scenario, AIFMD2 forces coordination between AIFM, depositary and regulator. Banca d’Italia is already signalling it will closely monitor commitment-method reporting and will likely add additional supervisory triggers at level 2 for funds operating in the upper part of the permitted range. In other words — you can legally sit at 290% exposure/NAV, but that does not mean you live in regulatory silence.

§The shareholder-loan carve-out

One nuance often missed in analyses. The leverage caps do not apply to loan-originating AIFs that originate exclusively shareholder loans to subsidiaries, provided those shareholder loans do not exceed 150% of fund capital. That opens a door for holding structures and some private equity strategies where loans are extended to portfolio companies by the fund, but the fund-level leverage as such is capped.

§Verdict — leverage

This element of the decree is almost cleanly positive for GPs planning closed-ended direct lending in Italy. One caveat — if you are using leverage close to the limit, build commitment-method reporting infrastructure pre-emptively, because BdI will want cyclical reporting with granular breakdown, not quarterly summaries.

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§5 · Deep dive 2 · 20% exposure cap — the real-estate landmine

The 20% single-borrower cap is the most underestimated part of AIFMD2. In the main narrative it reads as a modest prudential bar — a classic single-name concentration limit. In the Italian execution, in combination with the gold-plated “investment in loans through SPVs” interpretation, it becomes a landmine under a specific slice of real estate lending.

The mechanics. The limit says: where the borrower is a financial institution, an AIF or a UCITS, a single credit AIF cannot have more than 20% of its capital exposed to that one borrower. Ramp-up 24 months from first close, extendable by 12. The Italian primary transposition does not set the number literally — it leaves it to level 2, which, given the timing of the 16 October 2026 deadline, means the market is operating on a moving target for the first six months.

Why this is a landmine for real estate. In practice, the typical Italian real estate private credit structure is: a credit AIF finances an SPV (a company specifically created to hold the asset), which is often classified as a financial institution or other regulated entity. If that SPV qualifies as a “financial counterparty” under BdI level-2 criteria, the fund’s exposure to that single borrower is capped at 20%. In the large-format real estate sector — where a single asset can absorb €50–100m — this means a fund would need to have €250–500m of capital just to finance one building under the limit. For many specialist real estate lenders that is not a manageable constraint.

§The scale of potential impact

§What this means for portfolio construction

For the average mid-market SME direct lender, the 20% cap is a non-event — ticket sizes are much smaller than 20% of capital. The cap bites above €25–30m single exposure in funds below €150m NAV. Funds in that band have to actively manage concentration.

For real estate and project finance, the 20% cap changes the game from “one big ticket” to “fund-level diversification mandatory”. That pushes the strategy toward multi-asset warehouse structures and away from single-asset SPV financing.

For NPL and UTP funds, the 20% cap will force a larger number of servicers and structures in the portfolio, which raises operating complexity but de-risks the portfolio.

§Verdict — 20% cap

This is the highest-information item in the decree that nobody is talking about. Most legal alerts treat it mechanically. The real risk is the Italian level-2 calibration — if BdI defines “financial counterparty” broadly enough to cover most SPVs, it will push an entire segment of Italian real estate credit toward new fund architectures. Track the 16 October 2026 consultation like a hawk.

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§6 · Deep dive 3 · Originate-to-distribute and 5% risk retention

On the surface, the originate-to-distribute ban and the 5% risk retention read as a classic “skin in the game” import from banking regulation. That framing is incomplete. In a private-credit context, this rule closes off an entire category of business model that some EU sponsors were actively building out — the “origination factory” that underwrites loans only to sell them immediately to banks, other AIFs, or securitisation vehicles.

The legal mechanics. The fund cannot have as its main strategy the origination of loans for the sole purpose of transferring them to third parties. On each transferred originated loan, the fund must retain at least 5% of notional — in principle until maturity for loans with tenor up to 8 years and for all consumer loans, and at least 8 years for loans with longer tenors. The rule applies to loans originated by the fund, not to loans purchased in the secondary market.

§Why this matters more than it looks

First — it changes the economics of Continental European direct lending. The US private credit market has historically separated origination (BDCs, banks) from distribution (loan funds, CLOs). In Europe, with banks retrenching from mid-market lending, some sponsors were building origination-heavy models with downstream distribution. AIFMD2 now says: if you originate, you hold. That forces sponsors into either one of two models — a “pure hold” direct lender, or a true securitisation issuer with a sponsor that complies with risk retention directly.

Second — it closes the “bank relief valve” for origination. One structure that was becoming increasingly common was a credit AIF originating loans and selling them to bank warehouses to recycle capital. Under the new rule, this is only permissible if the fund retains 5% per loan for the relevant tenor, which is structurally capital-consumptive.

Third — securitisation structures remain viable but more expensive. Existing EU risk retention rules for securitisations already require 5% skin in the game. The new rule does not stack on top — but it does cover the origination-to-transfer stage that was previously outside the securitisation framework.

§An interpretive nuance from the Italian context

The Italian transposition adds one important wrinkle. In the Italian interpretation, risk retention applies to “originated loans” broadly — which, combined with the gold-plated “investment in loans through SPVs” reading, covers some structured financing arrangements that were not clearly within scope of the AIFMD2 directive text. This means more structures get caught by the rule in Italy than, say, in Luxembourg.

§Verdict — OTD and risk retention

A structural positive for the market as a whole — it reduces adverse selection and aligns incentives. A tactical negative for some specific sponsors who were building origination-factory businesses. Among large European jurisdictions, Italy has the strictest execution of this rule. For a GP planning a cross-border strategy, this is one of the factors that tips the economic calculation toward Luxembourg domicile for mass origination and Italian domicile for pure held strategies.

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§7 · Deep dive 4 · Consumer lending — Italy’s biggest strategic move

Consumer lending through credit AIFs is the most market-moving element of the Italian transposition, and the cleanest signal of strategic intent by MEF and Banca d’Italia. The AIFMD2 directive explicitly gave Member States the option to ban consumer lending through AIFs. Germany, Luxembourg, Ireland and France all took the ban option. Italy did not.

The consequence — in the four biggest European credit fund jurisdictions outside Italy, a credit AIF cannot be the lender of record in a consumer loan. In Italy, it can — subject to the consumer credit regime, registration in the relevant registers, and mandatory adherence to the Arbitro Bancario Finanziario (ABF) out-of-court dispute resolution system.

§The scale of the addressable market

Note — the numbers are calibrations of order of magnitude from market reporting. The salary-backed loans (CQS — cessione del quinto) segment is material but not available as a single published stock figure. The point of the table is to show the order of magnitude of what a credit AIF can address in Italy that is unavailable as an AIF strategy in Germany, Luxembourg, Ireland or France.

§What a credit AIF has to build to enter consumer lending

This is where most analyses go abstract. In practice, a credit AIF entering Italian consumer lending needs to build six concrete capability clusters.

1. Authorisation and registration path — depending on the specific product (consumer credit, BNPL, CQS), the fund or an affiliated entity must register in the relevant Italian intermediary register and meet Italian consumer credit operational standards.

2. ABF membership — mandatory adherence to the Italian financial ombudsman scheme. Operationally this means a ticketing system, case management, and annual case reporting.

3. Consumer protection compliance — pre-contractual information, right of withdrawal, APR calculation, responsible lending checks, including integration with CRIF (the main Italian consumer credit bureau).

4. Servicing infrastructure — consumer-grade servicing is structurally different from SME servicing. Mass-scale, multi-channel collection, settlement processing, debt restructuring procedures under the Italian crisis code.

5. Data / underwriting — scoring models trained on Italian data, integrated with the bureau system. No US underwriting model transfers cleanly.

6. AML / KYC at scale — retail KYC volumes demand automation that most credit AIFs do not currently have in their operational stack.

§Who will win

Three archetypes are well positioned:

• Italian SGRs with an existing servicing arm — think about the ones that already have sizeable NPL and UTP servicing operations. Low incremental cost to spin up consumer lending.
• Pan-European private credit platforms with an Italian branch — the Muzinich / Tikehau / Arrow family, which already has structured origination capability and cross-border AIFM passporting.
• Fintech-adjacent AIFMs — those that partner with BNPL and consumer lending platforms on the technology side and pair them with AIF funding.

Two archetypes are badly positioned:

• Classic commercial banks without a dedicated consumer finance subsidiary — they are watching their own margin pool leak away.
• Traditional Italian asset managers without a credit servicing muscle — they will need to partner or acquire, which takes time.

§Verdict — consumer lending

The single most market-moving element of the entire decree. 18 months from now, the funds that moved on this in 2026 will have a meaningful lead. The opportunity is not abstract. The addressable Italian consumer credit pool is one of the largest in Europe, and the political choice to open it to AIFs is a rare moment of clean differentiation vs the other four large EU jurisdictions. Build if you can — but build with a specialty consumer finance operating stack, not with a classic mid-market direct lending stack.

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§8 · Deep dive 5 · Open-ended credit AIFs and the level 2 gap

The most underappreciated complication in the entire regime sits here. AIFMD2 permits open-ended loan-originating AIFs under specific conditions. The Italian decree implements those conditions. But the detailed level-2 rules that were supposed to make open-ended credit AIFs operationally deployable have been pushed out by the European Commission. That creates an interpretive gap the industry has to navigate under uncertainty.

§The problem — Brussels deprioritised the RTS

In October 2025, in the context of the broader “simplification agenda” and in response to industry commentary, the European Commission announced that a batch of 115 non-essential level-2 acts will not be adopted before 1 October 2027. That batch includes the draft Regulatory Technical Standards (RTS) on the criteria for assessing the compatibility of an open-ended loan-originating AIF’s liquidity risk management system with its investment strategy and redemption policy.

In plain English — the EU regulator that was supposed to tell the industry exactly how to demonstrate that an open-ended credit AIF is safe, will not be telling them for at least another 18 months. Until then, AIFMs wishing to propose open-ended loan-originating AIFs in Italy (or anywhere else in the EU) operate against:

• the primary text of AIFMD2,
• the ESMA draft RTS published in December 2024,
• and the Italian primary transposition — without BdI level-2 completion,

which creates three uncorrelated layers of interpretive risk.

§What this means operationally

For GPs planning a new fund. If you can live with a closed-ended structure, go closed-ended in 2026. You get a higher leverage cap (300% vs 175%), a clearer rulebook, and less level-2 tail risk. Hold the open-ended idea in reserve for 2027–2028 when the Commission reopens the RTS.

For LPs / LP bases that demand redemption optionality. Understand the trade-off. In 2026, an open-ended Italian credit AIF gives you redemption optionality but operates in a regulatory grey zone where BdI level-2 may require ex-post adjustments. Price in the operational risk premium.

For AIFMs with existing open-ended structures from the pre-AIFMD2 era. Those sit in grandfathering. You can keep operating — but monitor the ESMA draft RTS closely, because the ESMA draft may over time become a de facto market standard even without a Commission-adopted text.

§ESMA draft RTS — key elements

The draft RTS requires an open-ended loan-originating AIF to:

• demonstrate that the cash-flow profile of the loan book (maturities, prepayment expectations, default stress) supports the AIF’s redemption frequency;
• set a redemption frequency that is no more frequent than consistent with the liquidity of the underlying assets;
• select at least two liquidity management tools from the AIFMD2 catalogue (typical combinations: redemption gates + suspension rights; side pockets + notice periods);
• document a liquidity stress testing regime covering at minimum severely adverse scenarios including forced asset sales.

The ESMA draft is detailed and operationally actionable. In practice, AIFMs designing open-ended credit funds today should treat ESMA’s 2024 draft as the operating rulebook, even though it is not binding. If the Commission ultimately adopts a different version, the cost of retrofit is bounded.

§Verdict — open-ended and level-2 gap

A structurally negative element for the open-ended slice of the market. Not fatal — ESMA’s draft gives enough to work with — but it imposes a regulatory risk premium on any sponsor doing open-ended in 2026. The default recommendation for GPs — unless there is a specific LP-driven demand for open-ended, default to closed-ended and revisit the open-ended form after 2027.

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§9 · Deep dive 6 · The new AIFM activities catalogue

The expansion of the AIFM activities catalogue is the most under-covered element of the decree in the legal community. On the surface it reads as a housekeeping change. In substance, for a subset of Italian SGRs, it rewrites the business model.

The AIFMD2 directive and the Italian decree newly permit an AIFM, in addition to fund management, to provide five additional activity classes:

1. Financing (loan origination) on behalf of managed AIFs. Confirms that the AIFM itself can be the direct origination channel.
2. Credit management and credit servicing for managed AIFs and third parties. This is the headline change.
3. Services to securitisation SPVs — administration, reporting, cash management.
4. Benchmark administration in the sense of the EU Benchmarks Regulation.
5. Provision to third parties of the same functions already performed for managed AIFs, subject to conflict-of-interest management.

§Strategic implications

For an Italian SGR that already has an internal credit servicing team — typical in NPL/UTP-specialised managers — this means that the servicing team can now be offered as a product to third parties (other fund managers, banks, securitisations) without having to spin off into a separately regulated servicer. The operating leverage is material.

For an Italian SGR that manages securitisation SPVs as part of its structure, those SPV services now have a clear statutory home inside the AIFM — no more grey zone interpretation.

For a pan-European AIFM with an Italian SGR subsidiary, the decree effectively enables the subsidiary to become a multi-line specialty credit platform — asset management + servicing + securitisation services + benchmark administration — under one regulatory umbrella. That has cost-of-capital implications for the parent group.

§Risk — conflict management

The expanded catalogue is conditioned on conflict-of-interest management. The level-2 detailing of what “adequate conflict management” means will be one of the substantive items in the 16 October 2026 BdI consultation. The early signal from BdI workshops — expect Chinese walls inside the AIFM between fund management and third-party services, mandatory disclosure, and allocation policies for shared infrastructure.

§Verdict — AIFM catalogue

Two verdicts here. First, for the 15–20 Italian SGRs with existing servicing or securitisation capacity — this is a business-model-level upgrade, comparable to the leverage change in scale of P&L impact. Second, for classic asset-management-only SGRs — it is irrelevant in the short term but becomes a strategic question in 2027–2028: do you build or acquire a credit servicing arm, or do you compete against expanded platforms on pure fund management alone?

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§10 · Italy vs the rest of Europe — country table

The most useful framing of the decree is comparative. AIFMD2 was intentionally left with a handful of national options. Those national options are where the jurisdictional competition sits. The table below captures the five largest EU fund jurisdictions on the six options that matter.

The table is deliberately simplified — it captures the headline position, not every nuance. The full comparative matrix for a transaction decision needs an additional 8–10 items (tax treatment, depositary regime, marketing passport mechanics, reporting frequency, manager authorisation costs, etc.). The point of this table is the strategic signal.

§The key observation — consumer lending as a differentiator

Italy is the only large EU jurisdiction that explicitly opened consumer lending to AIFs. That is not an accident of legislative drafting. It is a political choice. And because the other four large jurisdictions went in the opposite direction, for any AIFM designing a pan-European consumer credit strategy, Italy is the natural base.

§Secondary observations

• On cross-border entry, Italy moved from among the most friction-heavy jurisdictions to among the cleanest. Germany and France kept friction.
• On AIFM catalogue expansion, Italy is the widest. Luxembourg and Ireland stayed close to minimum. Germany is the narrowest.
• On risk retention execution, Italy is the strictest — because the gold-plated “investment in loans through SPVs” interpretation captures more structures.
• On leverage, there is no meaningful national divergence — everyone applies AIFMD2 defaults.

§Verdict — positioning

Italy will be the pan-European consumer credit hub for AIFs within 18–24 months if it executes level 2 cleanly. Italy will be the dominant hub for Italian mid-market SME lending — that was already happening and the decree accelerates it. Italy will not replace Luxembourg as the preferred fund domicile for mass-scale cross-border distribution — the cost of fund setup and servicing is still lower in Luxembourg, and the consumer lending upside does not always flow through to a cross-border structure. The competitive equilibrium — Luxembourg keeps domicile share, Italy gets the Italian-facing activity and the Continental consumer credit layer, Dublin keeps listed fund infrastructure, Frankfurt keeps bank-adjacent structures, Paris remains a mid-scale alternative.

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§11 · Market sizing — how much is actually on the table

Market sizing in private credit is a notoriously noisy exercise. Numbers vary by data provider, vintage, definition of credit versus structured credit, and treatment of undrawn commitments. This section anchors on the figures that can be cited from named sources.

§Italian private debt — current state

The primary Italian data source is AIFI (Associazione Italiana del Private Equity, Venture Capital e Private Debt), which releases private debt data twice a year.

Two things jump out of this table.

First — investments grew materially in 2025 (+33% YoY). The market is deploying capital into Italian loan assets faster than the domestic fundraising supports. The gap is filled by cross-border capital from Luxembourg-, Ireland- and UK-domiciled funds with Italian mandates.

Second — domestic fundraising fell (–26% YoY). That is not a demand problem on the borrower side. It is a capital supply problem. Italian institutional LPs remain underweight private credit vs their peers in France, Germany or the Netherlands. The decree addresses the regulatory side but does not fix the LP allocation side. That will take a separate cycle.

§Adjacent markets — size of opportunity

§European context — the structural trend

Across the EU:

• European private credit AUM at ~$530bn (Preqin), forecast to $940bn by 2030.
• Direct lending — 61.5% of capital raised in the first three quarters of 2025.
• CMU and ECB policy pushing bank disintermediation.
• The bank credit channel tightening for the eighth consecutive quarter.

Italy is the largest underpenetrated Continental private credit market. Italian private credit penetration against SME debt outstanding is a fraction of French or UK levels. Under the new regulatory window, that gap can close within a cycle — not over a decade.

§Numerical interpretation

Using an illustrative assumption — that the Italian private credit AUM grows from €12–14bn today toward €25–30bn in 2026 (implied +90–110% YoY) and onward toward €50–70bn by 2028, you get a cumulative new capital deployment in Italian private credit of roughly €35–55bn over 2026–2028. That is €12–18bn per year of incremental lending capacity relative to 2025.

To calibrate — €12–18bn per year represents roughly 2–3% of Italian SME outstanding debt. Not a revolution. But enough to absorb a meaningful share of what banks are not doing. In specific segments — mid-market SME corporate refinancing, specialty finance, project finance in infrastructure — private credit AIFs will move from marginal to central.

That is the market opportunity to take in the next 18–36 months.

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§12 · Industry impact matrix

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§13 · Sector by sector — ten industries under the microscope

§13.1 · Private credit / direct lending

What changes. The 300% closed-ended leverage cap roughly doubles available balance-sheet capacity. The cross-border entry opens the Italian market to any EU credit AIF. The AIFM catalogue expansion lets managers add servicing and SPV services as revenue lines.

Who wins. Mid-to-large EU private credit platforms with an Italian mandate (Tikehau, Muzinich, Arrow, Pemberton, Ares, Permira Credit, etc.) — immediately. Italian SGRs with servicing arms — in the following 6–12 months. Pure-play Italian credit SGRs without servicing — slower, squeeze on pricing.

Tactical move. If you have Italian strategy and no on-the-ground Italian team, hire a senior origination lead and a BdI-fluent CCO in Q2 2026. Set up a credit AIF under BdI supervision with 250–500m target size and closed-ended structure. Target first close by Q4 2026, first investments Q1 2027.

Risk. The 20% cap in level-2 execution may push specific strategies (large-ticket RE) toward different structures. Stay flexible on ticket-size assumptions until BdI level-2 is out (16.10.2026).

Verdict. The decree is a very strong positive for direct lending. The question is not whether to have Italian exposure — it is how fast you can deploy.

§13.2 · SME / mid-market corporate lending

What changes. SMEs remain the borrower base. Bank tightening continues. Private credit AIFs now have the leverage space to underwrite bigger. Cross-border EU credit AIFs can enter freely. No 20% cap concern — SME tickets are small enough.

Who wins. SMEs with €50m+ EBITDA and refinancing needs the banks are not meeting. EU mid-market credit platforms.

Who loses. Italian commercial banks lose share in the €10–50m ticket band. Their structural response — either acquire a credit SGR or build a referral/originator-partner model.

Tactical move. If you are a bank — invest in partnership models with EU credit AIFs, including capital relief transactions where the AIF carries the credit risk and the bank carries relationship and servicing. If you are a mid-market treasurer — 2026 is the year to test credit AIFs as a second lender in your bank club.

Risk. Credit risk in a later-cycle environment. The covenant-light style of some US credit AIFs imported to Europe will be tested in the next downturn. Due diligence on the specific AIFM style matters.

Verdict. Strong positive. SME disintermediation is the natural home of European private credit, and Italy is where the banking channel tightens hardest.

§13.3 · Consumer finance / BNPL / retail lending

What changes. Italy is the only large EU jurisdiction where AIFs can originate consumer loans. The addressable market is ~€90bn outstanding + €8bn BNPL volume.

Who wins. Three archetypes — Italian SGRs with servicing arms (Prelios, doValue, illimity-adjacent); pan-European credit platforms partnering with Italian fintech originators (Nexi, Satispay, Scalapay, BNPL specialists); neobanks with Italian consumer licences bolting on AIF funding.

Who loses. Traditional Italian consumer banks (FinecoBank consumer, Intesa Sanpaolo consumer) lose marginal volume in a band where private-credit economics beat their cost of capital.

Tactical move. For a sponsor seriously entering Italian consumer — budget 12–18 months to stand up the operating stack. Key hires — a head of consumer credit with Italian bureau experience (CRIF), a servicer or servicing partnership, a compliance lead with ABF experience, a tech stack for loan servicing at volume.

Risk. Consumer credit is politically sensitive. If default rates spike and coverage goes loud, regulatory response is unpredictable. Stay well above the regulatory minimum on responsible lending.

Verdict. Strategic opportunity, higher risk. Italy is offering you a market that is closed in four other large EU jurisdictions. Do not underestimate the operating cost.

§13.4 · Real estate lending

What changes. More leverage for real estate credit AIFs. Cross-border entry simpler. But — the 20% cap on exposures to financial counterparties potentially hits SPV-based RE lending hard. And the Italian gold-plated interpretation of “investment in loans through SPVs” brings more structures into the risk-retention regime.

Who wins. Mid-market RE credit funds (€5–30m tickets) that are naturally diversified. Platform-based RE lenders aggregating across SPVs into a master structure that complies with the 20% cap at level of the master AIF.

Who is exposed. Large-ticket real estate credit funds whose single-SPV tickets can absorb 20% of fund capital. That model may need structural redesign.

Tactical move. For GPs — pre-position a new Italian RE credit AIF architecture that does not hit the 20% cap. Consider a master-feeder structure where the master AIF invests in a diversified pool and individual SPVs are the operating entities. This is feasible now but requires the AIFM catalogue expansion to be cleanly implemented.

Risk. The 20% cap calibration in BdI level 2 could tighten or loosen the bar significantly. If BdI defines “financial counterparty” strictly enough, most SPVs get captured. If BdI carves out standard RE SPVs, the impact is muted.

Verdict. Mixed. The verdict here depends largely on how BdI calibrates level 2. Track the 16 October 2026 consultation as a priority.

§13.5 · Specialty finance / receivables / asset-backed private credit

What changes. Expanded AIFM catalogue lets specialty finance structures sit cleanly under an AIFM umbrella — receivables financing, asset-backed warehouses, trade finance, revolving facilities. Cross-border entry easier. Leverage space wider.

Who wins. Specialty finance platforms (Arrow, Ozone, LCM, Tikehau specialty, specialised Italian SGRs). Funds with operational muscle to service asset-backed books.

Tactical move. Structure new specialty finance funds under the AIFM umbrella rather than as separate servicing companies. Integrate the servicing revenue stream into the AIFM P&L.

Risk. Risk retention on originated loans applies — which is structurally relevant for receivables and trade finance where turn-over is high. Precise modelling of the retention burden is needed.

Verdict. Positive. The decree operationally simplifies a segment that was until now structured around separate entities.

§13.6 · Securitisation / NPL / loan servicing

What changes. The AIFM catalogue expansion puts securitisation SPV services and credit servicing inside the AIFM — no more grey zone. This is big for Italian NPL/UTP specialists (doValue, Prelios, Intrum Italia, illimity NPL, Cerved, etc.) who can now offer servicing as a regulated activity within the AIFM.

Who wins. Italian integrated NPL/UTP/servicing platforms that are AIFM-linked. They can now offer one-stop servicing+asset-management to third-party banks and AIFs.

Who is neutral. Pure-play servicers without AIFM licence — their business model remains intact but growth is slower than integrated competitors.

Tactical move. For integrated players — reorganise the group structure to place servicing under the AIFM legal entity where allowed, and cross-sell to third-party credit AIFs.

Risk. Conflict-of-interest management level 2 rules may restrict cross-selling between the AIFM’s managed funds and external clients. Watch the 16.10.2026 consultation for specifics.

Verdict. Positive for the integrated; flat for pure-play servicers.

§13.7 · Infrastructure / energy / transition finance

What changes. 300% leverage unlocks larger single tickets. 20% cap is a consideration on SPV-based infra financing. Cross-border entry allows pan-European infra debt funds to come into Italy cleanly.

Who wins. Large pan-European infra debt funds (Macquarie, Meridiam, AllianzGI infra, Edmond de Rothschild infra, etc.). Italian CDP / partner-led infra strategies.

Tactical move. Structure large infra tickets through master-feeder to stay within 20% at master level. Calibrate leverage at the portfolio level, not the single-asset level.

Risk. 20% cap interpretive risk. Political risk on Italian infra pipeline.

Verdict. Positive — with level-2 dependence.

§13.8 · Banks (traditional commercial)

What changes. Their mid-market corporate lending margin pool leaks. Their consumer finance margin pool leaks in the specific segments where credit AIFs can compete. Their securitisation/servicing margins face integrated-competitor pressure. Their positive side — partnership opportunities (originator model, capital relief, platform partnerships) that did not exist at this scale before.

Who wins (among banks). Banks with a credit SGR under their group (Intesa Sanpaolo Eurizon, Unicredit group, Mediobanca group) can internalise the shift. They shift revenue from net interest income to asset-management fees, which is a lower-margin but lower-capital activity — net capital-adjusted return may actually improve.

Who loses (among banks). Mid-tier Italian commercial banks without an asset-management arm. They face the worst scissor — loss of lending margin without a compensating fee pool.

Tactical move. For any mid-tier commercial bank — 2026 is the year to make a strategic choice: acquire a credit SGR, build one (slower, 3–5 years), or partner with one as originator/servicer. Ignoring the shift is the worst option.

Risk. Partnership economics with credit AIFs can be adverse for banks that do not have bargaining leverage. Do not enter a partnership where the bank carries the full credit risk through originator guarantees and gets a thin fee.

Verdict. Mildly negative net. Compensated by partnership opportunities for banks that move fast.

§13.9 · Fintech / platform lenders

What changes. Fintech platforms gain access to AIF funding at scale. Italian consumer fintech (BNPL, salary-advance, small-ticket consumer) gets a regulated balance-sheet channel for the first time.

Who wins. Italian consumer fintech with a well-structured originator business (Scalapay, Nexi consumer, Satispay credit adjacency, regional BNPL specialists). Pan-European platforms (Klarna, Younited) with Italian market exposure.

Tactical move. For a fintech — structure an AIF-funded vehicle with an Italian AIFM partner. 2026 is the year to nail down the structure, 2027 is the deployment year.

Risk. Regulatory compliance around consumer lending requires a full consumer-finance operating stack. Tech-first fintechs that have not built this need time.

Verdict. Positive through partnerships.

§13.10 · Wealth / institutional allocators / LPs

What changes. More Italian credit strategies available. Better leverage economics flow through to investors as higher net returns per unit of volatility. Cross-border entry simpler — LPs get a wider menu.

Who wins. Italian institutional LPs (Casse di Previdenza, fondi pensione negoziali) that have been underweight private credit — they get access to more strategies without cross-border friction. Family offices with European bias.

Tactical move. LP side — increase Italian private credit allocation by 200–500 bps of the portfolio over 2026–2028. Favour managers with operational track record on Italian SME and servicing.

Risk. Due-diligence burden rises as the menu widens. The median new fund in 2026–2027 will be a first-time Italian strategy — manager risk is non-trivial.

Verdict. Positive for the market, but demands sharper manager selection.

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§14 · Grandfathering — a forensic checklist

Most analyses treat grandfathering in one paragraph. For an AIFM managing existing credit AIFs in Italy, grandfathering is the single biggest operational workstream of 2026–2029.

The headline rule. Funds that existed before 15 April 2024 benefit from a transitional regime. The key cut-over date is 16 April 2029. Loans originated before 15 April 2024 can continue to be managed without applying the new rules on consumer lending option, originate-to-distribute ban, and risk retention on those historical assets.

§Three fund categories

Category A. Fund existed before 15 April 2024, and no amendments to the constitutive documents. Full grandfathering. Existing portfolio untouched. New originations from 16 April 2026 under new rules.

Category B. Fund existed before 15 April 2024, but subsequently amended (e.g., extension of investment period, change of investment strategy). Grandfathering may be preserved — but each amendment must be assessed. A material change may trigger full application of new rules.

Category C. Fund constituted after 15 April 2024. No grandfathering. Full application of new rules from 16 April 2026.

§Checklist per fund

For each credit AIF you manage, before 30 June 2026, confirm:

1. Date of constitution — before or after 15 April 2024?
2. All amendments to constitutive documents since 15 April 2024 — list every one, with date, nature, reference to regulator filing.
3. Investment period status — open or closed as of 16 April 2026?
4. Composition of the loan book — % originated before vs after 15 April 2024.
5. Consistency with new rules at fund level — leverage, 20% cap, consumer lending (if applicable).
6. Plan for new originations from 16 April 2026 — under which rule set.
7. Reporting implications — what additional data points are needed for BdI reporting from 16 April 2027.

§The most commonly missed pieces

Piece 1. Amendments to fund documents made between 15 April 2024 and 16 April 2026 that have not yet been assessed for “material” status under grandfathering. A soft amendment (say, an extension of investment period) may or may not be material. The Italian level-2 clarification on this is expected by 16 October 2026.

Piece 2. Loans originated between 15 April 2024 and 16 April 2026. The AIFMD2 primary text and the Italian decree treat these under transitional rules — but the exact interaction with the risk retention regime for this “interim vintage” is a level-2 item.

Piece 3. Where the fund has granted loans via an SPV. The gold-plated Italian interpretation may capture some SPV structures under the originate-to-distribute ban retroactively — level-2 clarification needed.

§Verdict — grandfathering

Underestimated operationally. Allocate dedicated resource in compliance to the grandfathering review. For a medium-sized AIFM with 5–10 credit AIFs, budget 80–120 person-hours across legal and reporting in Q2–Q3 2026.

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§15 · Level 2 watchlist to 16.10.2026

Level 2 is where the decree’s ambiguity turns into operational reality. Six items dominate the Level 2 workload and all need to be tracked by any AIFM with Italian exposure.

§Monitoring strategy

For an AIFM with Italian exposure, the operational minimum is:

• Designated BdI liaison in compliance team (can be shared across legal).
• Active participation in industry working groups (Assogestioni, AIFI) that feed comments into BdI consultations.
• Subscription to BdI bollettino and consob communicati.
• Internal review against published drafts within 10 business days.

For a large multi-mandate AIFM, add:

• Bilateral channels with BdI and Consob on specific fund architectures.
• Legal opinions on level-2 items that are material to fund economics.
• Budget for potential fund document amendments post-level-2.

§Verdict — level 2 watchlist

Do not treat level 2 as a compliance afterthought. The combined impact of these six level-2 items may well exceed the primary decree impact on specific fund types (especially real estate and consumer). The 16.10.2026 deadline is the end date — earlier consultation outputs will start surfacing from Q3 2026.

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§16 · Decision frameworks — MVP / Optimal / Moonshot

The MVP / Optimal / Moonshot framework anchors strategic choice under uncertainty. Apply it to each stakeholder type.

§For a GP / AIFM planning a new Italian credit AIF

§For an LP / institutional allocator

§For legal / compliance / C-level in an AIFM

§For a CEO/CFO of an affected industry

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§17 · Recommendations per persona

§17.1 · Recommendations for GPs / AIFMs

1. Before 30 June 2026 — finalise grandfathering review for every existing credit AIF. Document categorisation (A / B / C). Flag any material amendments since 15 April 2024.
2. Before 30 September 2026 — decide whether to launch a new AIFMD2-compliant credit AIF and which structure (closed-ended vs open-ended, mid-market vs consumer, direct lending vs specialty).
3. By 16 October 2026 — have level-2 monitoring active. Subscribe to BdI bollettino, join Assogestioni working groups, legal retainer for level-2 reviews.
4. By 31 December 2026 — fund documentation refresh for any fund with material regime changes.
5. By 31 March 2027 — new reporting data points live in the ops system (BdI reporting applies from 16 April 2027).
6. On the business development side — if Italian consumer lending is in scope, start the operating stack build in Q2 2026 for a Q3 2027 go-live.
7. On the partnership side — engage with Italian banks on partner-lender models early. Banks are preparing their response and the negotiating window is 2026–2027.
8. On the LP communication side — a short, sharp deck for investors explaining how AIFMD2 changes the opportunity set. This is a good fundraising moment.

§17.2 · Recommendations for LPs / institutional allocators

1. 2026 Q2 — portfolio review with your private credit advisor: how much Italian exposure do you have, what is the right target.
2. 2026 Q3 — manager shortlist for Italian exposure. Target a mix — 1 pan-European platform + 1 Italian specialist + (optional) 1 consumer finance specialist.
3. 2026 Q4 — commit to at least one Italian strategy fund in the 2027 vintage.
4. 2027–2028 — add co-investment exposure alongside primary commitments.
5. On due diligence — focus on three areas beyond the usual — the manager’s grandfathering categorisation, its level-2 readiness, its consumer lending operational stack (if relevant).
6. On portfolio construction — expect mid-market Italian private credit to produce net returns in the 7–10% range, consumer strategies higher but with higher vol.
7. On governance — demand LPA clauses that cover level-2 uncertainty (e.g., right to redeem if material level-2 changes breach fund economics).
8. On reporting — ask the manager for quarterly regulatory-adjusted exposure and leverage reporting in line with BdI level-2 standards, even before BdI mandates it.

§17.3 · Recommendations for legal / compliance / C-level

1. Build a compliance roadmap covering grandfathering review, fund documentation refresh, reporting system upgrades, and LP communication — mapped to dates between April 2026 and April 2029.
2. Designate a BdI liaison in the compliance team — dedicated, not shared.
3. Design a level-2 monitoring SOP — who reads what, in what cadence, with what escalation path.
4. Update the AIFM’s internal risk management policy for AIFMD2 hard rules — commitment-method leverage reporting, single-borrower concentration tracking, originate-to-distribute screening.
5. Build the Italian consumer lending operating stack if the firm’s strategy includes consumer. That includes: consumer credit regime compliance, ABF membership, CRIF integration, consumer-grade servicing partnership.
6. Align fund documentation — key priority items: leverage policy, redemption policy (open-ended), originate-to-distribute screening policy, risk retention policy.
7. Brief the board and investment committee on the regime change — this is not a pure compliance item, it affects strategy, cost of capital and competitive positioning.
8. Create a public-facing regulatory note for the AIFM’s own clients — this is a credibility moment.

§17.4 · Recommendations for CEOs / CFOs of affected industries

1. If you are an SME / mid-market borrower — in 2026, open a conversation with 2–3 pan-European credit AIFs as a potential second-lender relationship. Benchmark their term sheet vs your bank. Do not wait for a refinancing stress.
2. If you are a real estate developer / investor — track the 20% cap calibration closely. Under some level-2 scenarios, your current financing architecture may need to change. Engage with your credit AIF sponsor on structural alternatives.
3. If you are a fintech / consumer platform — 2026 is the year to structure a credit AIF funding channel. Partner with an Italian AIFM. Target a 2027 scale-up.
4. If you are a commercial bank — make a strategic choice in 2026 — acquire a credit SGR, build one (slow), or partner. Do not stay in the middle.
5. If you are an infrastructure developer — the 300% leverage cap changes the economics of large-ticket credit financing. Run updated cost-of-capital scenarios for your next project financing with a credit AIF as lead lender.
6. If you are a specialty finance / receivables originator — AIFM catalogue expansion simplifies your legal structure. Consider migrating under an AIFM umbrella rather than staying as a standalone finance company.
7. If you are an NPL / servicing platform — your integrated-with-AIFM model becomes much stronger. Restructure the group accordingly.
8. If you are a wealth manager with Italian HNW clients — the menu of Italian private credit strategies is about to expand materially. Build the capability to select, due-diligence and monitor these strategies for your clients.

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§18 · Risk map — red / amber / green

§Key observation

The decree is net positive for the industry — there are more greens than reds. But the two reds (20% cap and consumer lending operational risk) are concentrated in the highest-opportunity segments. That is not an accident. Higher returns require higher operational capability.

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§19 · FAQ — frequently asked questions

Q1. When does the decree enter into force?

The main provisions enter into force on 16 April 2026. The decree was published in the Italian Official Gazette on 27 March 2026. Some reporting obligations have a tail date of 16 April 2027.

Q2. Does it apply to existing funds?

Yes, but with transitional rules. Funds constituted before 15 April 2024 benefit from grandfathering, with a cut-over date of 16 April 2029 for parts of the limits. Loans originated before 15 April 2024 can be managed without the new consumer lending option, OTD ban, and risk retention rules applying to those legacy assets.

Q3. What does the 175% / 300% leverage cap mean in practice?

The commitment method under AIFMD calculates leverage as the ratio of the fund’s total exposure to its NAV. 175% means total exposure cannot exceed 175% of NAV; 300% means it cannot exceed 300%. For a €500m NAV closed-ended fund, that is a maximum exposure of €1.5bn; for an open-ended it is €875m.

Q4. Can I do consumer lending through an AIF in Italy?

Yes. Italy did not exercise the Member State option to ban consumer lending through AIFs. The AIF (or an affiliated entity) must comply with the Italian consumer credit regime, including registration in the relevant intermediary register, membership of ABF (Arbitro Bancario Finanziario), CRIF integration, and consumer protection compliance.

Q5. What is the 20% exposure cap and when does it apply?

Where a single borrower is a financial institution, AIF or UCITS, a single credit AIF cannot hold more than 20% of its capital in exposure to that borrower. There is a ramp-up period of 24 months from first close, extendable by 12 months with regulator consent. The exact definition of “financial counterparty” is pending BdI level-2 clarification (deadline 16 October 2026).

Q6. Can I originate loans and sell them?

Originate-to-distribute as the main strategy of a credit AIF is banned. But ordinary portfolio management — including some transfer of originated loans in the normal course — is permissible, subject to 5% risk retention per transferred originated loan (min. until maturity for tenor ≤ 8 years and for consumer loans; min. 8 years for longer loans).

Q7. Is Italy a better domicile than Luxembourg now?

It depends on strategy. For strategies with a strong Italian focus (SME, consumer, real estate) — Italy has advantages, especially the consumer option. For cross-border distribution to European LPs — Luxembourg still has lower structuring costs and deeper depositary infrastructure. Many sponsors will use both — Luxembourg for the master fund, Italy for the operating AIFM with Italian-focused activities.

Q8. What about Germany / France / Ireland?

All three kept a ban on consumer lending through AIFs. Germany retained interpretive prior checks on EU credit AIFs entering its market. France kept a prior notification. Ireland is a clean passport jurisdiction but has no consumer opening. Italy is the most open large jurisdiction for private credit in the EU.

Q9. What is the 5% risk retention?

When an originated loan is transferred to a third party, the originator AIF must retain at least 5% of the loan’s notional. Retention period — until maturity for loans with tenor up to 8 years and for all consumer loans regardless of tenor; at least 8 years for longer loans. The retention cannot be hedged or sub-participated.

Q10. Can AIFMs now do loan servicing for third parties?

Yes. The expanded AIFM catalogue explicitly permits credit management and credit servicing on behalf of managed AIFs and third parties, subject to conflict-of-interest management. BdI level 2 will specify the conflict-management framework.

Q11. What about securitisation?

The AIFM can provide services to securitisation SPVs (administration, reporting, cash management). The AIFM does not act as sponsor of the securitisation in that capacity — that is a separate regulated activity under the EU Securitisation Regulation.

Q12. What happens on 16 October 2026?

Banca d’Italia and Consob must publish their level 2 implementing rules. Between 16 April and 16 October 2026, the industry operates on the primary text of the decree + AIFMD2 directive + ESMA level 2 drafts. After 16 October 2026, there is a complete rulebook.

Q13. What happens on 16 April 2027?

Some of the new reporting requirements for credit AIFs begin to apply — particularly the more granular data points that were not previously in BdI templates. AIFMs should have reporting systems ready before that date.

Q14. What happens on 16 April 2029?

End of grandfathering for some limits for funds constituted before 15 April 2024. Material amendments to fund documentation made during the transitional period can accelerate application of new rules — not all items wait until 2029.

Q15. Where can I find the authoritative text?

The Italian decree: Gazzetta Ufficiale no. 72 of 27 March 2026 — D.Lgs. 13 March 2026, no. 39. The EU directive: Directive (EU) 2024/927 of the European Parliament and of the Council of 13 March 2024. The ESMA draft RTS on open-ended loan-originating AIFs: ESMA Final Report of December 2024. The European Commission simplification notice on Level 2 deprioritisation: Commission communication of October 2025.

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§20 · Glossary

AIF — Alternative Investment Fund. Collective investment vehicle not authorised under the UCITS directive. Covers hedge funds, private equity, private credit, real estate, infrastructure, etc.

AIFM — Alternative Investment Fund Manager. The legal entity managing one or more AIFs. In Italy this is typically an SGR.

AIFMD2 — Directive (EU) 2024/927, reviewing AIFMD. Enters into force in Member State law between 16 April and 16 October 2026.

Commitment method — a methodology for calculating fund leverage, defined in AIFMD level-2 regulation 231/2013 (as amended). Measures total exposure including derivatives’ notional equivalent, against NAV.

D.Lgs. 39/2026 — Italian legislative decree of 13 March 2026 no. 39, published in Gazzetta Ufficiale on 27 March 2026. Transposes AIFMD2.

ABF — Arbitro Bancario Finanziario. Italian out-of-court dispute resolution body for banking and financial services. Mandatory membership for consumer-lending AIFs.

ABS / Securitisation — securitisation of assets into marketable securities. Sits under the EU Securitisation Regulation.

BdI — Banca d’Italia. The Italian central bank and banking supervisor; one of the two regulators for Italian AIFs.

BNPL — Buy Now Pay Later. Consumer credit product paid in 3–4 instalments typically under 12 months.

CMU — Capital Markets Union. EU policy initiative to deepen EU capital markets.

Consob — Commissione Nazionale per le Società e la Borsa. The Italian securities regulator; one of the two regulators for Italian AIFs.

CQS — Cessione del Quinto dello Stipendio. Italian salary-backed consumer loan product.

CRIF — the main Italian consumer credit bureau.

ELTIF — European Long-Term Investment Fund. Retail-friendly long-term AIF vehicle, updated by ELTIF 2.0 (Regulation 2023/606).

Grandfathering — transitional rules under which existing funds continue to operate under prior rules for a specified period after a new regime enters into force.

Level 2 — implementing acts under EU legislation, issued by the European Commission following technical standards from ESMA / EBA or by national regulators under domestic primary legislation.

LMT — Liquidity Management Tool. Mechanism allowing an AIFM to manage fund liquidity (redemption gates, suspensions, side pockets, notice periods, anti-dilution levies, etc.).

NAV — Net Asset Value. Fund’s total assets minus total liabilities.

OTD — Originate-to-Distribute — a credit origination strategy where loans are created primarily to be transferred to third parties. Banned as main AIF strategy under AIFMD2.

Risk retention — obligation to retain a defined economic interest in originated/securitised loans. 5% under AIFMD2 for originated loans transferred by credit AIFs.

RTS — Regulatory Technical Standards. Binding technical standards issued under EU financial legislation, usually drafted by ESMA or EBA and adopted by the European Commission.

SGR — Società di Gestione del Risparmio. The Italian legal form of AIFM.

SPV — Special Purpose Vehicle. Legal entity created for a narrow and specific purpose, often holding a single asset or loan portfolio.

TUF — Testo Unico della Finanza. Italian consolidated financial act (Legislative Decree 58/1998).

UCITS — Undertakings for Collective Investment in Transferable Securities. EU retail-oriented mutual funds regime.

UTP — Unlikely to Pay. Credit exposure category in Italian banking, less severe than non-performing loan (NPL) but requiring active management.

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§21 · Methodology and sources

§Methodology

This report is an interpretive synthesis grounded in primary sources — the EU directive AIFMD2 (Directive 2024/927), the Italian decree D.Lgs. 39/2026, the ESMA draft RTS of December 2024, the European Commission simplification communication of October 2025, and market data from AIFI, Preqin and the ECB Bank Lending Survey.

Every quantitative claim is either:

• traceable to a named, primary source (regulator, central bank, industry body),
• or clearly labelled as an analytical estimate with the assumption made explicit.

Every interpretive claim is framed as a verdict — that is, a commitment by the authors. The report does not hedge with “on the one hand / on the other hand” formulas where a commitment is available. Where the data is ambiguous, the report says so.

§Quality standards

• Bilingual delivery — Polish and English versions published simultaneously to serve the Italian-European audience fully.
• Institutional-grade sourcing — primary regulatory sources preferred over secondary commentary. Law firm alerts used for calibration, not as primary citation.
• Pro-agentic SEO structure — explicit headings, FAQ section, glossary, schema.org Article and FAQPage markup, JSON-LD embedded in the HTML version.
• Transparent analysis — all tables provide source where applicable. All assumptions on market sizing are flagged.

§Limitations

This report is not legal advice. AIFMs, GPs, LPs and affected industries should obtain specific legal counsel before taking action based on the decree.

The report reflects the state of primary and level-2 Italian regulation as of 16 April 2026. Level-2 acts from Banca d’Italia and Consob are due by 16 October 2026; certain conclusions will need refinement once those are public.

Some market data points (AUM, sector sizes, fundraising) are estimates derived from the most recent available published data and may differ from ultimate market data when revised.

§Selected sources with links

• European Directive (EU) 2024/927 (AIFMD2): https://eur-lex.europa.eu/eli/dir/2024/927/oj
• AIFMD (original Directive 2011/61/EU): https://eur-lex.europa.eu/eli/dir/2011/61/oj
• Italian decree D.Lgs. 39/2026: published in Gazzetta Ufficiale no. 72 of 27 March 2026 — https://www.gazzettaufficiale.it
• ESMA Final Report on draft RTS for open-ended loan-originating AIFs, December 2024: https://www.esma.europa.eu
• European Commission simplification communication on level 2 deprioritisation, October 2025: https://finance.ec.europa.eu
• ECB Euro Area Bank Lending Survey, January 2026 release: https://www.ecb.europa.eu/stats/ecb_surveys/bank_lending_survey
• AIFI Italian Private Debt 2025 Report: https://www.aifi.it
• Preqin European Private Credit Report: https://www.preqin.com
• Banca d’Italia — legislation and supervision: https://www.bancaditalia.it
• Consob — financial market supervision: https://www.consob.it
• Italian consolidated financial act (TUF — D.Lgs. 58/1998): https://www.normattiva.it
• EU Securitisation Regulation (2017/2402): https://eur-lex.europa.eu/eli/reg/2017/2402/oj
• OECD Financing SMEs and Entrepreneurs 2025: https://www.oecd.org

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