How to Start Composizione Negoziata in Italy (2026): Step‑by‑step Guide

Understanding how to start composizione negoziata in Italy in 2026 is now essential for any director, CFO or restructuring adviser confronting early‑stage financial distress. The composizione negoziata della crisi (CNC) is a voluntary, out‑of‑court procedure under the Business Crisis and Insolvency Code (Codice della crisi d’impresa e dell’insolvenza) that allows a company to negotiate with creditors under the supervision of an independent expert, without the publicity and rigidity of formal insolvency proceedings. Significant 2026 regulatory updates, including the decreto dirigenziale of 23 April 2026, amendments flowing from D. Lgs. n. 136/2024, and the Agenzia delle Entrate Circolare of 16 July 2026, have changed platform workflows, expert appointment rules, attestation requirements and the tax treatment of negotiated debt settlements.

This guide sets out the eligibility criteria, the complete step‑by‑step negotiated composition process in Italy, the documents needed, realistic timelines, indicative costs and the most common pitfalls.

Overview of the composizione negoziata process and who it applies to

The composizione negoziata is designed for businesses that are experiencing economic or patrimonial imbalance but are not yet irreversibly insolvent. Its purpose is to preserve the going concern by giving the debtor a structured, confidential window in which to reach consensual agreements with creditors, whether through debt restructuring, haircuts, extended maturities or asset disposals, under the guidance of a qualified expert.

The procedure is available to commercial entrepreneurs (including companies, cooperatives and, in certain conditions, individual entrepreneurs) registered with the Italian Companies Register. It is initiated exclusively by the company’s management; creditors cannot open a CNC. Key advantages over formal insolvency proceedings include business continuity during negotiations, greater confidentiality, reduced reputational harm, expert-led facilitation, and, following the 2026 reforms, clearer mechanisms for settling outstanding tax and VAT liabilities as part of the composition.

The legal framework sits in the Business Crisis and Insolvency Code, as amended by D.Lgs. n.136/2024 and the operational instructions issued by the decreto dirigenziale of 23 April 2026. The procedure is administered through a dedicated digital platform operated by the Chambers of Commerce.

Eligibility and composizione negoziata requirements

Before commencing the negotiated composition process in Italy, the applicant must satisfy specific eligibility criteria. These have been refined by the 2026 amendments and should be reviewed against the latest ministerial guidance.

Who may apply

Only the company’s legal representative (typically the board of directors or sole administrator) may file. Creditors, shareholders and third parties have no standing to initiate a CNC. The procedure is available to:

• Commercial entrepreneurs, companies (S.r.l., S.p.A., S.a.p.a.), cooperatives, and other entities registered with the Companies Register.
• Individual entrepreneurs, subject to size and activity thresholds set by the Code.
• Agricultural entrepreneurs, in certain circumstances, where the Code’s scope permits.

Mandatory preconditions

The applicant must demonstrate an economic or patrimonial imbalance that makes the crisis probable but does not yet constitute irreversible insolvency. Under the 2026 rules, the following preconditions apply:

• Preliminary recovery plan (progetto di piano). The company must prepare at least a draft recovery plan outlining the restructuring measures and projected cash flows before approaching the expert.
• Attestazione di alternativa liquidatoria. In cases specified by the decreto dirigenziale of 23 April 2026, a qualified auditor or expert must certify the comparative outcome of liquidation versus the proposed composition. This requirement has been formalised for larger or more complex filings.
• Up-to-date financial statements and tax position. The company must hold certified copies of its most recent financial statements and be able to demonstrate its tax and social security position to the expert.

Expert qualifications

The expert (esperto) must be drawn from official lists maintained by the Chambers of Commerce and meet the professional qualification requirements set out by the Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili (CNDCEC) and the ministerial decree. Required qualifications include enrolment in professional registers (auditors, accountants, lawyers with insolvency experience), a minimum number of years of relevant practice, and completion of any mandatory training courses. The expert must also issue a declaration of independence and absence of conflicts of interest.

Step‑by‑step procedure to start composizione negoziata

The following seven steps map the complete negotiated composition process in Italy from internal decision through to closure. The timeline table below summarises who performs each step and typical durations.

The total typical duration is up to 180 days from the expert’s opening report, with a single 180‑day extension possible under the 2026 rules (total maximum of 360 days).

Step 1, Adopt a board resolution and conduct a preliminary financial health check

The process begins with an internal decision. The board of directors (or sole administrator) should pass a formal resolution authorising the legal representative to commence the composizione negoziata. This resolution should record the factual basis for the company’s financial imbalance, confirm that formal insolvency is not yet inevitable, and delegate authority to engage an expert and submit the application on the platform.

Before proceeding, the finance team should run a preliminary health check: verify the accuracy of current financial statements, prepare a cash‑flow snapshot, identify the largest creditor exposures, and assess whether any enforcement actions are imminent. This internal pre‑check determines whether CNC is the appropriate route or whether the situation has deteriorated to the point where formal proceedings are necessary.

Deliverables: signed board resolution, internal authority memorandum, preliminary financial overview.

Step 2, Engage and formally appoint a qualified expert (nomina dell’esperto)

Select an expert from the official lists maintained by the competent Chamber of Commerce. The expert must satisfy the qualification criteria set by the CNDCEC and the ministerial requirements, including relevant professional registration, minimum practice experience, and completion of prescribed training. The decreto dirigenziale of 23 April 2026 updated the appointment workflow, requiring the nomination to be processed through the composizione negoziata digital platform.

File the appointment request via the platform. The expert must accept the mandate and issue a declaration of independence confirming no conflicts of interest with the company, its directors or its major creditors. A conflict check should also be conducted against any related entities.

Deliverables: signed engagement letter, expert’s CV, declaration of independence, platform appointment confirmation.

Step 3, Prepare the recovery plan (piano / progetto di risanamento) and supporting documents

This is the most time‑intensive preparatory step. The company, together with its legal and financial advisers, must prepare a comprehensive package comprising:

• Recovery plan (progetto di piano). A structured document setting out the causes of the crisis, proposed restructuring measures (debt rescheduling, haircuts, asset sales, operational changes), financial projections covering 3–5 years, and assumptions underpinning the forecasts.
• Cash‑flow forecast and sensitivity analysis. Monthly or quarterly projections demonstrating the company’s ability to service restructured obligations under base, upside and downside scenarios.
• Creditor list. Complete listing of all creditors with contact details, outstanding claim amounts, ranking (secured, privileged, unsecured), and any guarantees or security.
• Proposed settlement matrix. Indicative terms to be offered to each creditor class (recovery percentages, payment timelines, any equity conversion).

Where required by the decreto dirigenziale, the company must also obtain an attestazione di alternativa liquidatoria, a formal certification comparing the creditors’ expected recovery under the proposed composition with the outcome of a hypothetical liquidation. This attestation must be prepared by a qualified auditor or expert meeting CNDCEC standards. The full list of documents needed for composizione negoziata is set out in the required documents table below.

Deliverables: draft plan, financial model, creditor list, settlement matrix, attestazione (if required).

Step 4, Submit the application and documents on the composizione negoziata platform

Upload all required files to the official Composizione Negoziata platform operated by the Chambers of Commerce. The platform generates a protocol number and submission receipt that serves as the official record of commencement. The expert’s acceptance of the mandate should also be registered on the platform.

Following the 2026 decreto dirigenziale, the platform workflow has been updated with additional checklists and validation steps to ensure completeness of filings before the expert begins the review phase. Incomplete submissions may be flagged for remediation before the negotiation window opens.

Deliverables: platform submission receipt, protocol number, confirmation of expert acceptance.

Step 5, Expert reviews documentation and formally opens negotiations

The expert reviews the submitted documentation, verifies the company’s financial position and the assumptions underpinning the recovery plan, and assesses whether the case is suitable for negotiated resolution. If satisfied, the expert issues a procedural opening note, the document that formally starts the negotiation window.

The expert may also inform key creditors (or post a notice via the platform) that negotiations are commencing, and will propose a timetable for creditor meetings and response rounds. The 180‑day negotiation period runs from the date of the expert’s opening report.

Deliverables: expert’s opening report, proposed negotiation timetable.

Step 6, Conduct negotiations with creditors and consolidate settlement offers

Negotiations proceed in iterative rounds. The company, guided by the expert, presents proposals to creditors, potentially in differentiated classes (secured, privileged, unsecured). Creditors respond with counteroffers. The expert facilitates discussions, certifies the fairness and feasibility of proposed terms, and may convene joint or bilateral meetings.

During this phase, the company may update its plan to reflect agreed modifications. If voting procedures are adopted, the expert oversees the process and records outcomes. The objective is to secure binding agreements with a sufficient proportion of creditors to make the composition viable. This phase typically lasts 1–4 months but may extend depending on creditor complexity and the number of negotiation rounds.

Deliverables: negotiated settlement terms, signed creditor agreements, updated plan.

Step 7, Expert issues final report; parties execute the composition and commence implementation

Once negotiations conclude successfully, the expert prepares a final report attesting to the feasibility of the agreed composition and its compliance with the Code. The parties execute the final composition deeds, which set out payment schedules, monitoring milestones and any ongoing reporting obligations.

The expert monitors implementation for the agreed period. If the company fails to meet its obligations, the expert reports the default, and the company or creditors may need to file for formal insolvency proceedings (concordato preventivo or liquidazione giudiziale).

If negotiations fail to produce agreement, the expert issues a closure report noting the reasons for failure. The company must then consider alternative remedies, including formal judicial restructuring or bankruptcy filing.

Deliverables: final expert report, signed composition deeds, payment and monitoring schedule.

Documents needed for composizione negoziata

The following table lists the core documents required to open and progress the negotiated composition process in Italy. All documents should be prepared in Italian; foreign‑language documents require certified translations. Notarisation is required where indicated by applicable law or expert request.

Companies should use the platform’s built‑in checklist, updated following the decreto dirigenziale of 23 April 2026, to verify completeness before submission. Missing or expired documents are among the most common reasons for delays in expert appointment.

Timeline composizione negoziata 2026: key deadlines

Timing discipline is critical. The Code and the 2026 decreto set firm boundaries for each phase. The following table summarises the key deadlines and extension rules for the negotiated composition process in Italy.

All deadlines must be checked against the decreto dirigenziale of 23 April 2026 and any subsequent ministerial guidance, as operational instructions may refine platform‑specific time limits. Where the company requests protective measures (such as suspension of enforcement actions), separate judicial deadlines apply and must be coordinated with the negotiation timetable.

Costs composizione negoziata: fees and tax considerations

The costs of a composizione negoziata vary significantly depending on company size, creditor complexity and the scope of advisory services required. The table below provides indicative ranges, actual amounts should be confirmed against current fee schedules published by the relevant Chamber of Commerce and the CNDCEC.

Tax and VAT treatment under the 2026 rules

The Agenzia delle Entrate Circolare of 16 July 2026 clarified the tax treatment of debt write‑offs and VAT adjustments arising from negotiated compositions. Key points include the documentation required for the company to claim tax benefits on forgiven debt, the conditions under which VAT credit notes may be issued by creditors accepting haircuts, and the availability of instalment payment plans for outstanding tax liabilities as part of the composition agreement. Companies should obtain specific tax advice early in the process to ensure that the proposed settlement terms comply with the Circolare’s requirements and do not inadvertently create unexpected tax liabilities.

What changed in 2026: key reforms affecting the composizione negoziata

Three regulatory instruments issued or taking effect in 2026 have materially changed the negotiated composition process in Italy:

• Decreto dirigenziale of 23 April 2026. Updated operational instructions governing the composizione negoziata platform workflow, expert appointment procedures, and documentary checklists. Platform validation steps are now more rigorous, and the expert nomination process has been streamlined through the digital portal.
• D.Lgs. n.136/2024 (implementing amendments to the Business Crisis and Insolvency Code 2026). Clarified eligibility criteria, formalised the attestazione di alternativa liquidatoria requirement for certain categories of applicant, and confirmed that a single 180‑day extension (for a total maximum of 360 days) is permissible under specified conditions.
• Agenzia delle Entrate Circolare of 16 July 2026. Provided binding guidance on the tax and VAT treatment of negotiated debt settlements, including the documentation creditors must produce when issuing VAT credit notes and the conditions for debtor tax relief on forgiven amounts.

Practitioners should consult the primary texts published on the Ministero della Giustizia and Gazzetta Ufficiale portals for the complete operative provisions.

Common pitfalls and how to avoid them

• Incomplete creditor list. Reconcile ledger balances with bank statements, supplier confirmations and INPS/Agenzia delle Entrate records; have an external auditor verify.
• Weak or unrealistic financial forecasts. Build sensitivity scenarios (base, upside, downside); stress‑test assumptions with the expert before submission.
• Missing attestazione di alternativa liquidatoria. Check whether the decreto dirigenziale requires it for your filing category before uploading documents to the platform.
• Poor expert selection. Verify qualifications against CNDCEC lists and the Chamber of Commerce register; conduct a thorough conflict‑of‑interest check.
• Ignoring VAT and tax consequences. Engage a tax adviser early; review the Agenzia delle Entrate Circolare of 16 July 2026 to avoid unintended tax liabilities on forgiven debt.
• Unrealistic negotiation timelines. Plan for multiple creditor response rounds within the 180‑day window; do not assume a single meeting will suffice.
• Failure to use the platform correctly. Follow the updated 2026 platform checklists and validation steps; incomplete digital submissions delay expert appointment.
• Missing board authorisation. Ensure the board resolution is signed, dated within 30 days of submission and expressly delegates authority to commence the CNC.

Conclusion

The composizione negoziata remains one of the most flexible tools available to Italian companies facing financial distress, offering a confidential and business‑preserving alternative to formal insolvency. For practitioners and directors preparing to start composizione negoziata in Italy in 2026, the key to a successful outcome lies in thorough preparation: accurate financials, a credible recovery plan, timely expert appointment, and strict compliance with the updated platform and documentary requirements introduced by the decreto dirigenziale of 23 April 2026. Early tax planning, informed by the Agenzia delle Entrate Circolare of 16 July 2026, is equally critical to avoid unintended fiscal consequences.

Companies that invest in these preparatory steps significantly improve their chances of securing creditor agreement within the 180‑day negotiation window and avoiding the need for formal court proceedings.

Sources

1. Ministero della Giustizia, Official Portal
2. Gazzetta Ufficiale della Repubblica Italiana
3. Agenzia delle Entrate
4. Composizione Negoziata Platform, Camere di Commercio
5. Unioncamere / Camere di Commercio
6. Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili (CNDCEC)