New Legal Framework for the Securitization of Credits

On 12 March, Decree-Law No. 77/2026, of March 12, was published in Diário da República and took effect  on March 17, 2026. This is a comprehensive reform of the legal framework for credit securitization, amending Decree-Law No. 453/99 of November 5 (Legal Framework for the Securitization of Credits – “RJTC”), a statute that establishes the framework applicable to securitization transactions and regulates the formation and activities of credit securitization funds, their respective management companies, and credit securitization companies. 

It should be noted that Decree-Law No. 103/2025 of September 11 (in force since 10 December, 2025), had already made specific adjustments to the RJTC, essentially aimed at adapting it to the Legal Framework for the Transfer and Management of Banking Loans, in the context of the transposition of Directive (EU) 2021/2167 on credit servicers and credit purchasers.

In this context, the present reform goes beyond that adaptation and undertakes a broader revision of the credit securitization regime, aimed at enhancing the flexibility of this instrument and expanding companies’ sources of financing, particularly through capital markets.

This legal framework provides an important clarification of the concept of securitization itself. In particular, it now expressly permits transactions to be conducted without dividing the risk into different tranches, allowing for a single risk tranche.

Among the main changes is the clarification that securitization vehicles may now subscribe to and acquire bonds, including directly in the primary market. This amendment resolves legal uncertainties that previously existed and expands the possibilities for structuring securitization transactions. The new regime also broadens the range of assets that may be included in securitization transactions, enhancing the flexibility of this financing instrument and allowing for broader use by entities that rely on this mechanism to raise capital.

Securitization, in general terms, consists of an operation involving the issuance of bond – that is, debt securities – whose principal and interest are secured by a pool of underlying assets that often consist of loans. In a typical transaction, these assets are transferred from their original holder (the assignor or originator) to a special-purpose securitization vehicle, which issues securities to investors with the aim of financing the acquisition of these assets. Thus, securitization allows for the transformation of originally non-tradable assets, such as loan portfolios, into marketable financial instruments, with the returns on the bonds generally linked to the performance of the underlying asset portfolio.

These changes aim to strengthen legal certainty and stimulate the use of this financial instrument, contributing to the diversification of companies’ sources of financing and, in particular, to reducing SMEs’ dependence on traditional bank financing.