AIFMD II Implementation in Italy

Italy has formally activated the transposition process. A legislative proposal has already been published: the draft amendments to the Testo Unico della Finanza (TUF) were formally transmitted to Parliament on 16 December 2025 as Atto del Governo n. 355. The draft provides extensive amendments covering loan-originating AIFs, liquidity management tools, delegation rules, reporting obligations, and the depositary regime. Based on the current procedural stage and EU deadlines, adoption is expected before 16 April 2026. However, the full operational impact will depend on secondary legislation to be issued by the Banca d’Italia and CONSOB, which has not yet been adopted.

There is no outright deviation, but there are national policy choices, clarifications, and elements of controlled gold-plating, mainly in areas where AIFMD II leaves discretion to Member States:

• Loan-originating AIFs: the draft embeds loan origination directly into the TUF, formally defines “FIA che concedono prestiti” using the ≥ 50% NAV threshold set by AIFMD II, extends the concept to indirect lending structures where the AIF or AIFM participated in structuring the loans, and introduces express statutory prohibitions on lending to the manager, group entities, the depositary, delegated persons, and related parties.
• Conflicts of interest: the draft introduces express statutory prohibitions on lending to the manager, group entities, the depositary, delegated persons, and related parties.
• Leverage limits: the TUF hard-codes leverage limits, including 175% for open-ended and 300% for closed-ended loan-originating AIFs, increasing legal certainty but reducing flexibility.
• Liquidity management tools: Italy expressly links liquidity management tool selection to loan-originating strategies and anticipates that Banca d’Italia rules will be binding, not merely guidance.
• Supervisory powers and cross-border EU AIFs: the draft removes the previous 60-day standstill period during which the Banca d’Italia could block EU AIF lending activity and replaces it with a mere notification regime. It also extends supervisory reporting duties by explicitly anchoring them in the TUF and empowers the Banca d’Italia and CONSOB to request additional data and intervene earlier on liquidity or leverage risks.

Italy has adopted a prudentially conservative but EU-compliant approach to the new loan-originating AIF regime. The draft implementing decree already introduces jurisdiction-specific rules on scope, leverage, and conflicts of interest, while the Banca d’Italia, with coordination by CONSOB, has clearly signalled that additional requirements will be introduced via secondary legislation, particularly on liquidity management, reporting, and governance.

No formal guidance or supervisory position has been issued at this stage. Detailed guidance is expected only after the decree’s adoption, in line with established Italian regulatory practice.