The point about the rules

Rehabilitation needs clear rules and professionalism

In the negotiated settlement too many uncertainties about tax agreements

by Giulio Andreani

10 November 2025

3' min read

Translated by AI

Versione italiana

Key points

Plan feasibility
Date of accrual of debts
Group proposal
Professional figures

3' min read

Translated by AI

Versione italiana

Four years after its entry into force the negotiated crisis resolution (Cnc) has largely passed all scrutiny. However, its use can be improved on several levels in order to limit cases of abuse, since it is often considered only as a tool to inhibit creditors' enforcement and precautionary actions, a sort of car park while waiting to make more meditated choices, or as a bridge to reach the simplified composition agreement, circumventing the stricter rules governing the preventive one.

Plan feasibility

A year ago, with the corrective legislative decree 136/2024, the possibility of concluding an agreement on tax debts with the tax agencies (paragraph 2-bis of Article 23) was duly introduced in the negotiated settlement. However, this agreement is not yet taking off due to some regulatory gaps and the resulting interpretative uncertainties. First of all, the rule does not require the certification of the feasibility of the plan, which is instead required for other procedures (debt restructuring agreement, composition agreement and approved restructuring plan) and this does not facilitate the task of the tax authorities.

For the negotiated settlement, in fact, only the certification of the convenience of the plan and the veracity of the company data is expressly required. In order to assess the proposed agreement, however, the tax agencies also need certification of the feasibility of the plan, as only in this way can the proposal's feasibility be considered concrete, and not merely hypothetical. It is therefore in the interest of the debtor wishing to reach an agreement with the tax agencies to submit a reorganisation plan that is also accompanied by the relevant feasibility certificate.

Date of accrual of debts

Moreover, the rules on negotiated settlements do not specify to which date of accrual the tax debts that are the subject of the agreement must be referred to , unlike what is instead expressly established for the settlement proposed within the framework of the debt restructuring agreement, where the rule clarifies that the subject of the settlement are the debts 'arising up to the date of submission of the settlement proposal' (Article 63 of the Crisis Code). A gap that generates uncertainty, although there is no reason to apply a different rule.

Group proposal

Finally, Article 284-bis, which regulates the group tax transaction, does not expressly provide for the negotiated group settlement (it does not cite Article 25). However, since the agreement on tax credits is also feasible under this route, the formulation of a group proposal relating to such credits is to be deemed by analogy also permissible for this institution.

In all these cases, although the gaps in the rules on negotiated settlement can be filled by drawing on the corresponding provisions regulating other institutions, a regulatory supplement would still be helpful in providing clarity.

The intervention of the legislator is in any case indispensable to extend the agreement also to social security and insurance claims. An extension that, despite its undoubted usefulness for the public creditors themselves, is, however, hindered by the latter.

Professional figures

Regardless of the rules, a factor of great importance for the success (or failure) of company restructurings, and one that affects not only the negotiated settlement but all institutions, is the professional figures involved in them: the expert in the negotiated settlement, the court commissioner in the composition agreement and the approved restructuring plan, the professionals assisting the debtor and those assisting creditors, banks and public creditors.

These are tasks that require both specialised skills and multidisciplinary knowledge ranging from crisis law to tax law, from company law to corporate finance, without neglecting various liability profiles. They can therefore only be tackled by those who deal with them systematically.

Experience and specialisation are also needed on the public creditors front. The Tax Agency is making great strides, albeit with differences from office to office; the Customs Agency and social security agencies could take the same path.

Finally, since turnarounds without a change of management and without injections of new finance are rare, an equally important role is played by the turnaround manager and financial operators, whose intervention is, however, normally only possible in larger companies.