Alerts as per July 2026

Headline development — Circolare n. 5/E (16 July 2026): The Agenzia delle Entrate's draft circular on the CCII (flagged in the May edition as "in consultation, closing 20 May 2026") has now been finalized. The definitive text confirms — and in places sharpens — the draft's positions. Most consequential for cross-border wind-downs: (i) the CNC is expressly open to companies already in a state of insolvenza, provided it is still reversible with realistic recovery prospects — not just pre-insolvency squilibrio; (ii) the new Correttivo-ter tax-settlement mechanism inside the CNC itself (not only in restructuring agreements or concordato) is now operative, and the Agenzia confirms debt reduction (falcidia) and installment payment can be combined in the same proposal; (iii) VAT is confirmed as negotiable within that settlement, subject to an independent expert's attestation that the proposal beats liquidation for the tax authority.

Agenzia delle Entrate Finalizes Circolare n. 5/E: The First Binding Interpretive Framework for Tax Debt in the Composizione Negoziata

On 16 July 2026, the Agenzia delle Entrate published the definitive Part I of Circolare n. 5/E, closing out the public consultation that ran from 15 April to 20 May 2026. This is the first authoritative, binding interpretive guidance on the fiscal architecture of the Composizione Negoziata della Crisi (CNC), the Concordato Semplificato (Art. 25-sexies), the Piano di Ristrutturazione soggetto a Omologazione (Art. 64-bis), and Groups of Companies (Title VI). For any foreign multinational managing an Italian subsidiary's tax exposure during a restructuring or wind-down, the circular replaces months of interpretive uncertainty with concrete operational rules.

Access to the CNC now expressly extends to reversible insolvency. The circular confirms the CNC is available not only where a business shows squilibrio (economic, patrimonial, or financial imbalance) that makes crisis or insolvency probable, but also where insolvency has already materialized — provided it remains reversible and realistic recovery prospects exist. The Agenzia is equally explicit about the limit: the instrument cannot be used for purely liquidatory purposes or to delay an already-inevitable concorsual procedure. For a foreign CFO deciding when to trigger the CNC, this closes a real gap — the tool is not foreclosed simply because the subsidiary has technically crossed into insolvency, but a court or the independent expert will scrutinize whether the stated recovery plan is genuine or a delay tactic.

The new Correttivo-ter tax settlement mechanism is now confirmed operative inside the CNC itself. Before the Correttivo-ter (D.Lgs. 136/2024), a negotiated reduction of tax debt was available only in restructuring agreements or concordato preventivo — not during the CNC's negotiating phase. The circular confirms that, during the CNC, the enterprise may now submit a proposal directly to the Agenzia delle Entrate and Agenzia delle Entrate-Riscossione providing for partial payment of tax debt, installment payment, or a combination of both — and the Agenzia removes any prior interpretive doubt by confirming expressly that falcidia (debt reduction) and rateizzazione (installments) may coexist in the same proposal. Access requires two supporting reports from an independent professional: one demonstrating the proposal is more advantageous to the tax authority than liquidazione giudiziale, and one certifying the completeness and accuracy of the underlying company data. The agreement only becomes effective once filed with, and reviewed by, the competent court.

VAT is confirmed negotiable, subject to the same convenience test. The circular states plainly that VAT is not automatically excluded from the transactional agreement — partial payment is possible provided the same independent attestation demonstrates the proposal is more advantageous to the tax administration than liquidation. This tracks the EU jurisprudence on crisis-management flexibility already developing in this area, and moves the position beyond the more cautious "prudential" framing in the draft circular, which had suggested VAT relief could only be concretely formalized in subsequent instruments (restructuring agreements, PRO, concordato) rather than at the CNC stage itself. Practitioners should treat this as an upgrade from the May draft, not a restatement of it — the definitive text goes further than the consultation version in opening VAT to negotiation directly within the CNC.

Practical implications for cross-border mandates:

(The consultation's remaining tranches — Parts II, III and IV, covering sovraindebitamento, restructuring agreements/concordato preventivo, and judicial liquidation — are still pending and will be published progressively later in 2026; this alert will track them as released.)

Ministero della Giustizia: Operational Instructions on Composizione Negoziata Remain Current (May/June 2026 Update)

By decree of 23 April 2026, the relevant Directorate General of the Ministry of Justice approved the update to the operational guidance document on the composizione negoziata — implementing changes introduced by D.Lgs. 136/2024 (the Correttivo-ter). The update was published in the Official Bulletin of the Ministry of Justice no. 10 of 31 May 2026, and remains the current operating framework as of this edition.

The measure does not modify primary legislation or introduce a new instrument; it operates at the level of practice — updating the practical test, the check-list, the expert's protocol, training materials, and the digital platform. The decree introduced a new Section II-bis ("Specificities of plans in the case of crisis resolution instruments and value reserved for shareholders") and new Annex 5 (index for the expert's final report).

The practical test for verifying the reasonable feasibility of restructuring, available on the Unioncamere digital platform, is clarified as a prognostic tool — not a crisis indicator. It measures the complexity of the restructuring path through the ratio of debt to be restructured (A) to the annual cash flows the business can generate in steady-state conditions (B). The Unioncamere platform remains the operational hub: applications, file management, document exchange, virtual data room, and archiving. In the event of platform outages exceeding 24 hours, an emergency procedure via PEC or paper filing with the relevant Camera di Commercio is formalised.

D.Lgs. 81/2026: Environmental Crimes and Expanded Decree 231 Liability — Now In Force

From 2 June 2026, D.Lgs. 21 April 2026, n. 81 — adopted implementing EU Directive 2024/1203 on criminal environmental protection — has been in force for nearly two months as of this edition. The measure introduces significant updates to Italy's environmental criminal law and intervenes on the framework of corporate administrative liability under D.Lgs. 231/2001. This remains a reform of particular relevance for companies, corporate groups, and their subsidiaries, as it strengthens the sanctions framework for environmental matters and requires verification of the adequacy of organisational models, internal procedures, and control systems.

New predicate offences added to Art. 25-undecies of D.Lgs. 231/2001 include the crime of commerce of polluting products (new Art. 452-bis.1 of the Penal Code), production and commerce of ozone-depleting substances, and production and commerce of greenhouse gases. The maximum pecuniary sanction for environmental offences under 231 is increased from 900 to 1,200 "quote" (each ranging from €258 to €1,549). The decree expands the concept of environmental crime to cover conduct that generates environmental damage even indirectly, and convictions may be publicly published, amplifying reputational impact.

Critical operational implication, unchanged and now urgent: A foreign multinational closing an Italian subsidiary with manufacturing, chemical, or industrial operations must conduct a formal environmental compliance review under the updated 231 framework before and during the wind-down process. Environmental liabilities do not extinguish on liquidation, and the Modello 231 must be updated and integrated with a more structured environmental management system.

Transfer Pricing: "Regime Premiale" — Narrowing of Penalty-Waiver Access

According to scholars, the penalty-waiver regime (regime premiale) for transfer pricing is to be denied in strictly defined circumstances — reflecting a hardening of the Agenzia's position for multinational groups where TP documentation is incomplete, belated, or disrupted by restructuring decisions. No formal circolare or provvedimento confirming this as settled administrative doctrine has been located as of July 2026; this remains a doctrinal/scholarly position rather than binding guidance. Groups relying on retrospectively-assembled intercompany documentation for years preceding a wind-down remain at elevated audit risk on their final liquidation tax returns.

Director and Parent Company Liability: Jurisprudence Consolidates Around the Existing Framework

Recent Cassazione decisions reinforce rather than alter the operative liability framework for foreign CFOs and boards:

These developments do not change the strategic guidance already given to foreign CFOs: the Business Judgment Rule's critical flaw in Italy — its inapplicability to failures of procedure (Art. 2086 adequate-structure obligations, timely CNC activation) as opposed to failures of business judgment — remains the central exposure, and nothing in this cycle's case law narrows it.

Labor & Workforce Adjustments: No Statutory Change Identified

A targeted review of Law 223/1991 (collective redundancy procedure), CIGS access conditions, and the Fornero-reform sanctions regime (Law 92/2012) for the January–July 2026 window found no legislative or ministerial amendments. The framework — the 15-employee/5-dismissal-in-120-days threshold, the mandatory information-and-consultation sequence, and the differentiated remedies (reintegration for written-form or selection-criteria violations pre-7 March 2015 hires; indemnity-based remedies under D.Lgs. 23/2015 for later hires) — is unchanged. This is a useful negative to state explicitly to CFOs: the CCII reform wave has not touched collective redundancy mechanics, and workforce reduction planning during an Italian wind-down should continue to follow the existing Law 223/1991 procedure without assuming any new flexibility or new obligation has been introduced.