AIFMD 2: Italy Poised to Liberalise EU AIF Lending

1. Introduction

On 16 December 2025, the Italian Government submitted a draft legislative decree implementing AIFMD 2 to the Chamber of Deputies (Draft Decree), triggering a parliamentary review process with opinions expected by late January.  In the following article, we look specifically at the new regime that applies to EU AIFs that originate loans under the Italian Draft Decree. For a more general overview of the new regime that applies to AIFs that originate under AIFMD 2, see our article Harmonised EU Rules for Loan Origination.

2. Background: The current Italian regime for loan origination by EU AIFs

Under the legal framework currently in force, EU AIFs may lend in Italy only with prior authorisation from the Bank of Italy. This authorisation is conditional on, among other things, filing a formal application with the Bank of Italy and demonstrating that the AIF has a structure equivalent to that of an Italian credit fund.  Once authorised, EU AIFs are presently allowed to lend only to non-consumer borrowers. In addition, EU AIFs must comply with the Italian domestic conduct-of-business rules (including pre-contractual disclosure, contractual and ongoing reporting requirements), which apply when lending to any type of borrower, including corporates.

3. The Italian draft decree: A new framework for loan origination by EU AIFs

The Draft Decree provides that EU AIFMs managing EU AIFs that intend to originate loans in Italy need only notify the Bank of Italy when commencing such activity. The Draft Decree also repeals the provisions of the Italian Consolidated Financial Law that currently set out the prior authorisation requirement and the conditions for obtaining such authorisation. As a result, under the Draft Decree, prior authorisation from the Bank of Italy is no longer a condition for EU AIFs to lend in Italy, as the AIFMD 2 passport for their AIFM’s authorisation to perform loan origination services would suffice.

Further, the Draft Decree repeals the current ban on EU AIFs originating consumer loans. However, when lending to consumers, EU AIFs will become subject to stricter conduct of business requirements than those currently applicable in Italy (which should include the Italian rules implementing the Mortgage Credit and Consumer Credit Directives).

If the above provisions are confirmed in the final text of the decree, loan origination (including to consumers) by EU AIFs in Italy would no longer require prior regulatory approval, representing a substantial liberalisation of the historical banking monopoly regime, as it applied to EU AIFs.  The Draft Decree envisages that its provisions would apply from 16 April 2026.

At aosphere, we will continue to track the progress of the Draft Decree and more widely, the implementation of AIFMD 2 across the EU in our Rulefinder Marketing Restrictions – Asset Management and Rulefinder Cross Border Lending products.