Government and institution measures in response to COVID-19.
Government and institution measures in response to COVID-19.
Return to homepage | Last updated: 28 October, 2020
The “Cure Italy Decree (released on 17 March 2020 and converted into Law No. 27/2020), introducing urgent measures to limit the spread of Covid-19.The “Liquidity Decree” (released 8 April 2020 and converted into Law No. 40/2020) includes measures that are intended to assist businesses by providing loan guarantees, government assumption of non-market risks, and certain targeted tax relief. The “Relaunch Decree” (released 19 May 2020 and converted into Law. No 77/2020) includes urgent measures to support healthcare, employment and the economy, and social policies. The “Simplification Decree” (released on 16 July 2020 converted into Law n.120/2020) proceeds to simplify, inter alia, the administrative proceeding. Finally, the “August Decree“ (released on 14 August 2020 and converted into Law No. 126/2020) includes measures to support, inter alia, employment and economy. The Legislative Decree no. 15, dated 7 October 2020, extended the state of emergency until 31 January 2021. Finally, the Law Decree No. 129/2020, released on 20 October 2020, containing "Urgent provisions on tax collection", postponed the "final" term of suspension of the collection activity previously fixed to 15 October 2020 by the "August Decree".
(e.g. state compensation schemes, training…)
The Government has expanded the reasons for access to the “Cassa Integrazione Ordinaria” (support of salary payment by the State), providing employers with the possibility to suspend or reduce work activity for events related to Covid-19, to apply for the support check “integrazione salariale” with a COVID-19 emergency reason, Employees are entitled to a monthly amount of 80% of their salary (subject to caps: EUR 939.89 where salary is EUR 2,159.48 or below, and EUR 1,199.72 where salary is in excess of EUR 2,159.49);
The duration of social safety nets, which was originally granted for a maximum period of 9 weeks between 23 February and 31 August 2020, has been extended at first by the Relaunch Decree and most recently by the August Decree which has allowed employers who suspend or reduce work activities due to events connected with the Covid-19 pandemic, to request the ordinary wage supplement scheme or to access the ordinary allowance due to ‘COVID-19 emergency’, or to access the Redundancy Scheme for Exceptional Cases for no more than nine weeks, which may be increased by nine additional weeks, for periods from 13 July 2020 to 31 December 2020.
If employers have already requested wage supplement periods in accordance with Law Decree no. 18 of 17 March 2020, converted with amendments by Law no. 27 of 24 April 2020, the authorization for which we have received, and they occur, even partially, in periods following 12 July 2020, they shall be allocated (if authorized) to the first nine weeks recognized by the new August decree.
The second tranche of the additional nine weeks of the scheme will be recognized exclusively to employers for whom the first nine-week tranche has already been fully authorized, and the authorized period has elapsed. Employers requesting the second nine-week tranche shall pay an additional contribution determined on the basis of the comparison between the business revenues of the first half of 2020 and that of the corresponding half of 2019, amounting to:
- 9% of the total remuneration that would have been paid to the worker for hours not worked during the suspension or reduction of working activities, for employers whose revenues contracted by less than 20%;
- 18% of the total remuneration that would have been paid to the worker for hours not worked during the suspension or reduction of working activities, for employers whose revenues did not decline.
The additional contribution shall not be due by employers whose revenues contracted by twenty percent or more and for those who started business activities after 1 January 2019.
Employers requesting the second tranche of nine weeks of social safety net shall submit to INPS a request self-certifying the revenue contraction. INPS will authorize wage supplement schemes and, on the basis of the self-certification attached to the application, it will identify the portion of the additional contribution the employer shall have to pay starting from the pay period following the granting of the wage supplement. Without self-certification, INPS shall apply the 18% rate.
Applications to access wage supplement schemes shall be sent to INPS, under penalty of forfeiture, no later than the end of the month following the one in which the period of suspension or reduction of working activities started. Upon first application, the forfeiture deadline shall be set no later than the end of the month following the one in which the law decree entered into force.
If direct payment of the wage supplement benefits by INPS is requested, the employer shall send to INPS all the data necessary for payment or for the balance of the wage supplement no later than the end of the month following that of the wage supplement period, or, if later, no later than thirty days from adoption of the authorizing measure. Upon first application, said deadlines moved to the thirtieth day following the entry into force of the August Decree if the latter date follows the above deadline. Once these time intervals have elapsed without results, the employer shall pay the benefit and its connected expenses.
The August Decree makes no mention, nor does it refer to the procedure for opening the Redundancy Scheme (information and union consultation phase, as well as joint review if required), which shall therefore be deemed unnecessary.
Until the end of the emergency, private-sector worker who have at least one child under the age of 14 are entitled to work from home, even without an individual agreement with their employer, on condition that the other parent in the family is not receiving a wage subsidy for suspended/terminated employment and is not unemployed. Employees can use their personal IT devices when working from home, if these are not provided by their employer.
Private-sector employers should inform the Ministry of Labour and Social Policies of the names of the employees and of the termination of the home-working period (using the documentation available on the Ministry’s website).
New Skills Fund
For 2020, through company-level or local collective bargaining agreements, employer associations and trade unions can implement specific agreements to, among other things, redefine working hours, organizational and production needs and allocate a number of working hours to training courses. The costs of training courses, including the related social security and welfare contributions, will be covered by a special fund called the "New Skills Fund", set up at the National Agency for Active Labour Policies (ANPAL).
Exemption from payment of social security contributions
Private sector employers, with the exclusion of the farming sector, who do not request wage supplement schemes for the additional new 18 weeks (tranches of nine weeks each), but who have already benefited, in May and June 2020, from COVID-19 wage supplement schemes, without prejudice to the rate for computing pension benefits, shall be exempted from paying the social security contributions due by them, for up to four months, usable until 31 December 2020, for twice the hours of wage supplement already received in the months of May and June 2020, with the exclusion of the premiums and contributions due to INAIL, recomputed and applied on a monthly basis. The exemption shall also be allowed for employers who requested wage supplement periods in accordance with Law Decree no. 18 of 17 March 2020, converted with amendments by Law no. 27 of 24 April 2020 as amended, occurring, even partially, in periods following 12 July 2020.
Until 31 December 2020, employers, excluding the farming sector, who hire employees with permanent agreements (excluding apprenticeship agreements and household work agreements) shall be allowed, without prejudice to the rate for computing pension benefits, total exemption from payment of the social security contribution due by them, for up to six months starting from the hiring date, with the exclusion of premiums and contributions due to INAIL, within the maximum limit of an exemption amount of EUR 8,060 on an annual basis, recomputed and applied on a monthly basis. This exemption will also be allowed in case of transformation of the employment agreement from temporary to permanent, if it occurs after the date of entry into force of the present decree and it may be cumulated with other exemptions or reductions of the financing rates prescribed by current laws and regulations, within the limits of the social contribution due.
For the purposes of obtaining contribution relief, hires of employees who had a permanent employment agreement with the same enterprise in the six months preceding their hiring shall be excluded.
Renewal of fixed-term employment agreements
Employers may renew or extend fixed-term employment contracts until 31 December 2020 without having to justify this (normally, when renewing or extending a fixed-term contract after the first 12 months are up, justification has to be given).
Prohibition to terminate collective and individual employment agreements for justified business reasons
supplement schemes connected with the COVID-19 pandemic per Article 1 of the August Decree may not terminate employees for justified business reasons (regardless of the number of employees) or initiate redundancy and collective termination procedures and any pending procedures initiated after 23 February 2020 shall also be suspended, barring any cases in which the personnel affected by the withdrawal, already employed in the contract, are re-hired following the take-over of a new contractor according to the law, the national collective employment agreement, or a clause in the contract.
These preclusions and suspensions shall not apply to cases of terminations caused by the definitive cessation of the activities of the enterprise, consequent to the liquidation of the company without even partial continuation of the activity, if during the liquidation there is no sale of a complex of assets or activities that may constitute a transfer of a firm or of a business unit in accordance with Article 2112 of the Italian Civil Code, or in cases of corporate collective agreement, stipulated by the unions that are comparatively most representatives at the national level, incentivizing employment termination, limited to workers who participated in the aforesaid agreement.
The termination prohibition shall not apply in cases of terminations carried out in case of bankruptcy, when the provisional operation of the enterprise is not envisioned, or when its cessation is decided. If provisional operation is decided for a specific business unit of the firm, terminations involving sectors not included therein shall be excluded from the prohibition.
Employers who in 2020 proceeded with terminations for a justified business reason may revoke the withdrawal at any time, provided that they concurrently request the wage supplement scheme, from the initial effective date of the termination. In this case, the employment shall be deemed to be resumed without interruption, without expenses or penalties for the employer.
The prohibition to terminate for justified business reasons and the start of redundancy and/or collective termination procedures shall also apply for employers who benefited from the contribution exemption deriving from the failure to request additional weeks of wage supplements (nine+nine) provided by the August Decree.
In this case, the violation of the prohibition to terminate and initiate redundancy or collective termination procedures shall cause the revocation of the contribution exemption with retroactive effectiveness and the impossibility to submit a wage supplement application for the additional 18 weeks (nine+nine).
Economic stimulus measures
(e.g. loans, moratorium on debt repayments…)
- The Italian government announced that it would inject 25Mds€ into the economy to fight the coronavirus epidemic, to help sectors such as tourism and the logistics and transportation industry, which have been severely affected by the virus. This stimulus adds to previously announced support to regions, for a total of 900m€.
Moratorium on the payment of corporate debt has been introduced
- Supported by the government, the Italian Banking Association has announced an agreement with various professional associations to set up a large-scale moratorium on debt repayment, including mortgages and repayments of small loans and revolving lines of credit. It will concern loans taken out by companies until 31 January 2020.
Liquidity shortages and facilitate access to financing
- The National Institute for Promotion and the development finance institution have increased the funding limit for the banking system, from 1Mds€ to 3Mds€. The funds are intended to provide subsidized loans to SMEs and mid-caps to support cash flow and investments.
- Micro-enterprises and SMEs of all types, including freelancers and sole proprietorships, can benefit from a moratorium on a total volume of loans estimated at around 220Mds€. Credit lines, loans for advances on securities, short-term loan maturities and instalments of loans due are frozen until 30 September.
- Until 31 December 2020, SACE S.p.A. issues guarantees for loans granted to companies of any size (200billion€ of which 30billion€ for SMEs). SACE guarantees between 90% and 70% of the granted loans’ amount; the guarantees’ amount depends on the number of companies’ employees in Italy and on the relative annual turnover (less or more than 5000 employees and until 1,5 billions€, between 1,5billions€ and 5billions€ or greater than 5 billion€ annual turnover). Certain conditions should be met: e.g. companies should not approve the distribution of dividends or the repurchase of shares within 2020 and they must use them for employment expenses, investments or business activities in Italy.
- By means of a decree to be adopted by the Minister for the Economy, exposures assumed or to be assumed by Cassa Depositi e Prestiti S.p.A., deriving from guarantees issued in relation to loans granted in favor of Italian companies suffering loss of income due to Covid-19 emergency, will be guaranteed by the State (within the above-mentioned limit of 200billion€).
Central Guarantee Fund (“Fondo centrale di garanzia”)
- Until 31 December 2020 the Central Fund issues guarantees, free of charge, to companies with less than 499 employees and in relation to loans with an amount up to 5millions€.
- No more than 72 months loans of amounts equal to those set forth by the decree no. 23/2020 may be guaranteed by the Central Fund up to 90% (in case of direct guarantee) or up to 100% (in case of reinsurance), subject to the approval of the European Commission (up to 80% - in case of direct guarantee – or up to 90% - in case of reinsurance - until the adoption of the European Commission decision or, after that decision, for loans which do not meet the above mentioned conditions). Subject to certain conditions, the Central Fund guarantees 100% of loans, amounting less than 25% of the total turnover of the beneficiaries (in any case, of an amount not exceeding 25thousand€). Furthermore, the Central Fund, jointly with Confidi or other authorized authorities, guarantees also 100% of loans (amounting less that 25% of the total turnover of the beneficiaries) granted to companies with less than 3,2milion€ of total turnover, suffering loss of income due to Covid-19. Finally, Central Fund’s guarantee may refers also to loans already granted and paid following the 31 January 2020.
Measures to support export, internationalization and investment by businesses
A co-insurance system has been introduced. The state will assume 90 percent of the non-market risks (as defined in EU legislation) attached to the guarantees issued by SACE; the remaining 10 percent will be assumed by the company that receives the SACE-backed loan.:
- The Italian export credit agency (SACE) announced a package of 4Mds€ to help SMEs meet cash flow needs and diversify markets’ export.
- In addition, the Italian Agency for the Promotion of Business Internationalization (ICE) has cancelled the costs already incurred by companies for participation in fairs and events, also offering alternative visibility solutions.
- SACE S.p.A., in charge for the promotion of the internationalization of the Italian production sector, undertakes commitments from insurance activities; furthermore, SACE acts as guarantor for no market risks for the 10% of the amount of the commitments and relative interests. 90% of the above mentioned commitments is assumed by the State.
To support the production and supply of medical devices and personal protective equipment
- In compliance with the Decree no. 18/2020 the Extraordinary Commissioner appointed for implementing the anti-Covid-19 adopted measures has introduced financing facilities for a maximum percentage of 75% of the admitted costs for investment plans aimed to increase the supply of medical devises and personal protective equipment (within the maximum limit of support provided by the Italian government amounting to Euro 800.000).
All industrial and commercial activities suspended, response to coronavirus (COVID-19)
- The Italian government on 22 March 2020 published a decree that essentially suspends all industrial and commercial activities, with certain exceptions for “essential activities.”
- The suspension directive applies to the whole of Italy and is effective from 23 March until 3 May 2020, as provided by the decree adopted by the Italian government on 10 April 2020.
- The decree, adopted on 10 April 2020, extended the list of “essential activities” provided originally by the decree dated 22 March 2020.
- In accordance with the decree dated 10 April 2020, companies’ employees or contractors may have access to the premises of the companies whose activities have been suspended for maintenance, supervisory, cleaning activities and for the payments management.
Enhanced transparency in “listed companies” and disclosure requirements (COVID-19)
- The Italian exchange commission (CONSOB) issued Resolution no. 21304 (17 March 2020) to lower the reporting threshold for substantial interests in listed companies.
- The resolution lowers the threshold for the reporting of substantial interest to 1% (down from 3%) for companies with “high market capitalization” and a large number of shareholders, and to 3% (down from 5%) for small and medium size entities (SMEs). CONSOB has not considered it necessary to extend the resolution to all Italian companies listed on the electronic share market (Mercato Telematico Azionario di Borsa Italiana S.p.A.); rather, the resolution only affects 48 companies, 10 of which are SMEs.
- The resolution is a relief measure relating to the coronavirus (COVID-19) pandemic and its implications for the Italian financial market. The intention to determine that corporate governance operates efficiently and transparently.
- State guarantee of up to €5m for small and medium-sized businesses. The State, through the Central Guarantee Fund for SMEs, provides a guarantee, free of charge, for a single enterprise, up to 5 million euros, aimed at financing operations.
State guarantees for newly issued bonds
To preserve financial stability the Relaunch Decree authorizes the Ministry of Economy and Finance, over the next six months, to guarantee bonds issued by Italian banks, for a total amount of up to EUR19 billion. The state guarantee will be subject to (i) verification by the Bank of Italy or the European Central Bank that the bank meets the capital requirements laid down by EU Regulation No 575/2013 and (ii) approval by the European Commission. Even if the bank applying for the aid does not meet the above requirements, it will be eligible as long as it still has positive equity and urgently needs a liquidity boost.
State aid to facilitate the orderly compulsory administrative liquidation of small banks
This measure is designed to ensure that compulsory administrative liquidation processes beginning after 19 May are managed in an orderly manner. It applies to the liquidation of small banks with total assets of up to EUR5 billion but not to the liquidation of cooperative credit banks (banche di credito cooperativo). Under the Relaunch Decree, the Ministry of Finance is authorized to grant state aid to facilitate another bank's purchase of the failing bank's assets and liabilities, business/business units and account portfolios.
These measures include the conversion into tax credits of the deferred tax assets of the bank in liquidation or of the purchaser (even if not recognized in the financial statements), the granting to the purchaser of a guarantee (express, free of charge, on first demand, unconditional and irrevocable) on some of the items transferred, and aid to the purchaser if these measures are insufficient.
The measures are subject to (i) confirmation by the European Commission that they are compatible with EU legislation on state aid and (ii) a Ministry of Economy and Finance decree, which must take Bank of Italy indications into account. Such transfers are considered as transfers of business units for VAT purposes and, where due, the registration tax, imposta ipotecaria tax and imposta catastale tax on the transfer deeds are fixed at EUR200 each. The purchaser and the seller are subject, respectively, to bridge-bank rules and bank-resolution rules, which treat such transfers as tax-neutral. Income attributable to measures supporting a transfer is excluded from the calculation of the transferee's IRES and IRAP bases. In accordance with article 2 of Presidential Decree no. 633/1972, sales and contributions of businesses/business units to companies or other entities are not treated as VATable supplies of goods.
Equity consolidation for medium-sized businesses: focus on financial instruments
The Relaunch Decree has implemented equity consolidation measures for businesses that have a registered office in Italy and fulfil other requirements. These include certain levels of revenue (as defined in the Relaunch Decree), a fall in revenue in March and April 2020 of at least 33 percent compared to the same period last year, due to the COVID-19 outbreak, and a share capital increase paid in full between 19 May and 31 December 2020. One of these measures involves the creation of a fund to assist small and medium-sized businesses. Called the Fondo Patrimonio PMI, it will be used to underwrite - up to 31 December 2020 and for an amount proportionate to the capital increase and the business's revenue - bonds or debt securities issued by the company and repayable six years or, if repaid in advance, three years after the underwriting. Businesses that take advantage of this measure must undertake not to approve or make, until the financial instruments have been fully repaid, any distribution of reserves, purchase of own shares or quotas and/or repayment of shareholder loans. They must also pledge to use the financing for staff costs, investments or working capital used for business in Italy. This measure is subject to authorization from the European Commission.
Relaunch fund and refinancing of other funds
To help relaunch Italy's economic and production system in the wake of the COVID-19 outbreak, Cassa Depositi e Prestiti S.p.A. is authorized to set up a ring-fenced pool of assets, to be provided by the Ministry of Economy and Finance. This will be called the 'Relaunch Fund' (Patrimonio Rilancio). The fund will be used to support joint-stock companies (SpAs) that (i) have a registered office in Italy, (ii) do not operate in the banking, finance or insurance sector, (iii) have an annual turnover of more then EUR50 million. Cassa Depositi e Prestiti S.p.A. will be able to use the fund to invest, preferably, in convertible bonds and capital increases, and, in the event of strategic transactions, to purchase shares listed on the secondary market. Should the fund be unable to meet its obligations, the state will automatically act as ultimate guarantor. For 2020 the Relaunch Decree also gives a EUR30,000 million boost to the fund used by SACE S.p.A. (Italy 's Credit Export Agency) to guarantee bank loans. The fund used to guarantee loans made to SMES has been boosted by approximately EUR4,000 million. Finance (as the ultimate guarantor), upon request by the securitization company, to allow certain changes to the securitization contracts and other documents , provided that the changes have been agreed between the securitization company and the servicer. In this way it is possible to suspend - for one or more payment periods - the mechanism whereby prompt payment of the servicer's fees is conditional on it meeting certain debt collection targets.
SACE guarantee for insurers of trade receivables
To safeguard trade, as well as insurance services for businesses hit by the economic fallout of the COVID-19 epidemic, SACE S.p.A. (Italy 's Credit Export Agency) will guarantee registered credit insurers of short-term trade receivables that sign up for this scheme. SACE will guarantee 90 percent of the pay-outs made as a result of claims related to trade receivables maturing between 19 May and 31 December 2020. A EUR2,000 million fund has been set up for this purpose. The state will act as the ultimate guarantor and the SACE guarantee is an express, unconditional, irrevocable first demand guarantee, with no right of recourse. This guarantee mechanism is subject to approval by the European Commission, as per article 108 TFEU.
Securitization of non-performing bank loans: state guarantee
Article 32 of the Relaunch Decree gives securitization companies and servicers greater autonomy in contracting in securitization transactions for which the securitization company has requested, or will request, a GACS guarantee (Garanzia Cartolarizzazione Sofferenze) from the State. Under a CAGS, the state agrees to act as the ultimate guarantor of the senior securities.
In view of the practical difficulties caused by the COVID-19 emergency, such as longer debt collection times, the Relaunch Decree authorizes the Ministry of Economy and Finance (as the ultimate guarantor), upon request by the securitization company, to allow certain changes to the securitization contracts and other documents , provided that the changes have been agreed between the securitization company and the servicer. In this way it is possible to suspend - for one or more payment periods - the mechanism whereby prompt payment of the servicer's fees is conditional on it meeting certain debt collection targets.
Participation in the European Investment Bank's Pan-European Guarantee Fund and in the new European scheme to provide temporary support to reduce unemployment risks during the emergency
The Relaunch Decree authorizes the Ministry of Economy and Finance to enter into the necessary agreements with the European Investment Bank (EIB) so that Italy can join the Pan-European Guarantee Fund . The ministry is also authorized to provide an unconditional and first-demand guarantee to the EIB for an overall amount of EUR1,000 million.
As explained in the report accompanying the Relaunch Decree, the guarantee fund would enable the BEi to issue guarantees and direct or indirect loans to SMEs, mid-caps, large corporations and public bodies. If a guarantee is enforced, the BEi would pay the amounts to the beneficiaries and then ask the Member States participating in the fund to pay their pro rata share, according to an agreed time frame. The Ministry of Economy and Finance is also authorized to (i) agree with the European Commission on how Member States should counter-guarantee the risks to be assumed by the EU under a new European scheme to provide temporary support to reduce unemployment risks during the COVID-19 emergency, and (ii) issue the relevant national guarantee.
Bolstering of support for innovative start-ups
To bolster support for innovative start-ups throughout Italy, the Relaunch Decree allocates:
- additional resources of EUR100 million (for 2020) for the refinancing of relief granted in the form of soft loans;
EUR10 million for relief granted in the form of non repayable contributions towards the purchase of services from public or private bodies that aid the development of innovative enterprises;
- additional resources of EUR200 million (for 2020) to the 'Venture Capital Support Fund' set up181 to support investments also in innovative SM Esl91 .
The length of time for which innovative start-ups can remain enrolled in the special section of the Trade Register has been extended by 12 months.
Support from regional and other local authorities
Drawing on their own resources, regional authorities, autonomous provinces, other local authorities and chambers of commerce can also adopt aid measures, in line with the Communication from the Commission C(2020) 1863 - 'Temporary Framework for State aid measures to support the economy in the current COVID-19 outbreak' .
The aid can be provided by these bodies, directly or through banks or other authorized lending institutions, for a maximum period of six years, in the form of loan guarantees or cheap loans.
This type of aid cannot be given to businesses that were already in financial difficulty on 31 December 2019 and it can only be granted until 31 December 2020. It is also subject to approval by the European Commission, as per article 108 TFEU.
Measures pertaining to supporting and relaunching the economy
The August Decree refinances some instruments in support of enterprises, such as:
- the contributions provided for the purchase of plant and equipment for production purposes by small and medium enterprises (measure known as 'Beni strumentali - Nuova Sabatini');
- the relief allowed as the non-repayable grant or the soft loan to promote the implementation of development projects (the 'Contratti di Sviluppo);
- the Fund for safeguarding employment and for the continuation of business activities. In accordance with the Decree, this Fund, regardless of the number of employees of the enterprises in question: (i) is directed at saving and restructuring also enterprises holding assets and relationships of strategic relevance for the national interest; (ii) operates, in case of authorization of the six-month extension of the Ordinary Redundancy Scheme, for the costs to be borne in relation to the aforesaid extension;
- the voucher for the purchase of innovation consulting services ('Innovation Manager Voucher');
- the Fund for promoting the launch and development of cooperative companies ('Nuova Marcora' measure);
- the IPCEI Fund to support enterprises participating in the implementation of important projects of shared European interest.
To support these measures, total costs amounting to EUR 774 million are considered for 2020 and EUR 1,000 million for 2021. Furthermore entities which not adopt international accounting principles may do not carry out until 100 per cent of the annual amortization of the cost of tangible and intangible fixed assets, maintaining their value registration.
Extension of grace period for SMEs under Article 56 of Cure Italy Decree and Article 37-bis of the Liquidity Decree
The August Decree provides an extension to 31 January 2021 of the financial support measures per Article 56, Paragraph 2, Letters a), b) and c), Paragraph 6, Letters a) and c) and Paragraph 8 of the Cure Italy Decree with reference, inter alia, to revocable credit/loans issued in view of advances on receivables, to non-instalment loans, to mortgages and other loans with repayment in instalments and to the guarantee to be applied on a dedicated special section of the Guarantee Fund for SMEs to cover the above transactions. For enterprises already eligible for the aforementioned measures before the entry into force of the August Decree, this extension shall be applied automatically without formalities; the 18 month time interval prescribed by the aforementioned Article 56 for the initiation of execution procedures by the intermediaries shall start elapsing from the new deadline provided by the Decree.
Lastly, an extension to 31 January 2021 is provided for the suspension prescribed by Article 37-bis of the Liquidity Decree with reference to the reports of non-performing loans made by the intermediaries to the Central Credit Register of the Bank of Italy involving enterprises benefiting from the aforementioned support measures.
Simplified procedures for company shareholders' meetings
For shareholders' meetings for joint-stock companies, limited joint-stock companies, limited liability companies, cooperative companies and mutual insurance companies, convened no later than 31 December 2020, the simplified procedures provided by Article 106 of the Cure Italy Decree shall continue to apply (electronic or correspondence vote - meeting attendance through telecommunication means - for cooperative banks and cooperative credit banks, cooperative companies and mutual insurance companies, meeting attendance through designated representative).
Amendments to Article 64-bis of the Legislative Decree no. 58/1998
The August Decree prescribes that Consob may oppose the acquisition, " for any reason (...) directly or indirectly", of significant shares in the capital of market management companies (like Borsa ltaliana), if it would jeopardize the "sound and prudent management of the market, assessing inter alia the quality of the potential purchaser and the financial soundness of the acquisition project".The Decrees sets at 10%, 20%, 30% or 50% the thresholds of voting or capital rights, whose attainment requires notification to Consob of purchase of the share.
In order to support capital strengthening development of companies subject to public control the increase of the company’s equity can be authorized by decree of the Minister of Economy and Finance for a total amount of up to 1,500 million euros in capital account for the year 2020.
Business combinations to safeguard business continuity
The following provisions set forth by the August Decree shall apply to business combinations communicated no later than 31 December 2020:
- subject to Articles 2 and 3 of Law no. 287/1990, no. 287, business combinations, not regulated by Council Regulation (EC) No 139/2004 of 20 January 2004, pertaining to enterprises operating in markets characterized by the presence of highly labour intensive services, as defined by Article 50 of Legislative Decree no. 50/2016, or of general economic interest in accordance with Article 14 of the Treaty on the Functioning of the European Union, that recorded accounting losses in the last three years and that, also as a result of the effects of the health emergency, could cease their activity, fulfil significant general interests of the national economy and, therefore, are authorized to deviate from the procedures prescribed by Law no. 28/1997.
- The aforesaid enterprises shall communicate the business combinations in advance to the Italian Competition Authority, while proposing suitable behavioral measures to prevent the risk of imposition of prices or other contractual conditions that would be burdensome for users as a consequence of the transaction
The Authority, with its own resolution, adopted no later than thirty days from the communication, taking into account the opinion of the Ministry of Economic Development and of the Industry Regulation Authority, shall prescribe the aforesaid measures with the amendments and additions deemed necessary to protect competition and users, also taking into account the overall sustainability of the transaction.
Support for small and micro enterprises
The August Decree extends the state aid regime provided by Articles 54 to 60 of the Relaunch Decree to small and micro enterprises that were already in difficulty as of 31 December 2019 provided that these enterprises, alternatively, are not subject to insolvency proceedings, have not received rescue aid and have not received restructuring aid.
Refinancing of the Guarantee Fund for SMEs, as well as in favor of (inter alia) third sector entities
The August Decree provided an increase of the Guarantee Fund issued by the Central Guarantee; part of the resources of this Fund will allocated to non-commercial entities, including third sector entities. To support these measures (currently subject to the approval of the European Commission), total costs amounting to EUR 3,300 million for 2023, EUR 2,800 million for 2024 and EUR 1,700million for 2025 are considered. Even the companies that have been admitted to the procedure of the arrangement with business continuity can access to the measures provided by article 1 of the Liquidity Decree.
Measures relating to Depreciations rates
Law n 126/2020, converting the August Decree (D.L. 34/2020) has provided, as an exception to the Civil Code, the possibility, for companies using Italian GAAP, not to charge to the Profit and Loss Statement the portion of depreciation on tangible and intangible assets for the year 2020. However, the depreciations could be deducted from the taxable basis for Corporate Income Tax and Regional Tax purposes.
The portion of depreciation not recorded in 2020 would be deferred to the following Fiscal Year (2021).
Measures in favour of share capital increase
Pursuant to Article 44 of the Simplification Decree, until 30 June 2021 Shareholders’ meeting resolutions about share capital increase with new contribution, amendment of the companies’ By-Law introducing a specific clause to remove the option right and granting the companies’ Directors with the right to resolve about share capital increase may be adopted with the favorable vote of the majority of the share capital represented at the Shareholders’ meeting (even if the Companies’ By-law regulates majority according with different rules). Until the same date Companies with shares listed at regulated market may resolve about share capital increase with new contribution excluding the option right even if this rule is not provided by the Companies’ By-Law within the limits of 20% of the existing capital/existing shares. Furthermore, amendments to the procedure related to the exercising of the option right are set forth by the Simplification Decree.
Export and excise measures
There are three main measures:
- The 'Integrated Promotion Fund' has been boosted by EUR250 million. The Ministry of Foreign Affairs and International Cooperation can use these funds to contract with public and private bodies and purchase specialist advice on how to promote internationalization of the national economy.
- The reference to the limits imposed by the Cure Italy Decree on de minimis aid for non-repayable cofinancing has been deleted. This means that it can exceed the maximum amount established by European law, although the obligation to notify the European Commission remains.
- The Relaunch Decree ratifies the UAE's decision, in the wake of the COVID-19 pandemic, to postpone Dubai Expo 2020 to 2021. At the same time, extra funding has been provided for Italy's stand and for the workers to be engaged for the event.
Payments on account for excise duty on natural gas and electricity
Monthly payments on account for excise duty on natural gas and electricity for the period May-September 2020 may be made by paying 90 percent of the ordinary amount. The balance must be paid in a single instalment by 31 March 2021, in the case of natural gas, and by 16 March 2021, in the case of electricity. Alternatively, it is possible to split the balance into 10 equal monthly rates, to be settled between March and December 2021, without any interest. Any credit will be deducted, in the ordinary way, from payments on account made after submission of the annual return. Instead, payments on account for the period October December 2020 must be calculated and paid in the usual way, as per articles 26 and 56 of the Excise Act.
Postponement of certain new excise duty requirements
The operation of certain rules, introduced at the end of last year by Law Decree no. 124 of 26 October 2019, converted - with amendments - into law by Law no. 157 of 19 December 2019 (the 2020 Budget Law) has been deferred.
Deferred payment of excise duty on energy products released in March
The payment of excise duty on energy products released for consumption in March 2020 will be considered timely and, therefore, not subject to penalties or interest charges for late payment if made by 25 May 2020.
Payment of excise duty on energy products
In view of the COVID-19 emergency, monthly payments on account may be made - for April, May, June, July and August 2020 only - by paying 80 percent of the ordinary amount within the normal deadlines. The payment for energy products released for consumption in April must be made by 25 May 2020. The residual 20 percent for each month must be paid by 16 November 2020, together with the excise duty on energy products released for consumption in October. No interest will be charged.
Postponement of the plastic tax and sugar tax
1 January 2021 is now the start date for application of the rules introducing (i) the tax on 'MACSI' (the Italian term for single-use products that are used for packaging, protection or delivery of goods or foodstuffs and that are made, totally or partially, out of synthetic organic polymers), and (ii) the tax on the consumption of sugary drinks.
Deferred payment of customs duties
There is a 60-day extension, without any interest or penalties, for customs duty payments falling due between 1 May 2020 and 31 July 2020 and made in accordance with the procedures laid down by articles 78 and 79 of Presidential Decree no. 43 of 23 January 1973. In cases of serious economic or social difficulties, this extension can be granted, on request, to customs debit account holders covered by article 61 of the Cure Italy Decree or article 18 of the Liquidity Decree, e.g. companies providing transport services, companies that - among other conditions - have seen a 33 percent or 50 percent fall in turnover.
Payment of excise duty in different instalments
This new rule allows the keepers of energy tax warehouses and of alcohol/alcoholic beverage tax warehouses, who must normally pay excise duty in monthly instalments, to alter the frequency of the payments between the date of the Relaunch Decree and 30 November 2020 (which is the due date for the payment of excise duty on products released for consumption in November). To pay at shorter or longer intervals, warehouse keepers must apply to the Customs Agency, explaining the reasons for their financial difficulties. These must be supported by documentary evidence and be verifiable. The new arrangement is subject to the Customs Agency's acceptance of the application and the excise duty for the whole of the above period must be paid in full by 30 November.
- "As a general rule banning of exports of personal protective equipment (PPE) including invasive and non-invasive ventilation tools."
- Export operation of the abovementioned products is possible only if it is available the MAECI (Ministry of Foreign Affairs and International Cooperation) authorization
- VAT exemption and duty free imports of:- Equipment used for research, diagnosis and medical treatment offered as a gift or purchased; - Goods intended to be donated to State bodies, approved charitable or philanthropic organizations, and rescue units; - Goods received in the framework of international relations."
- VAT exemption and duty free import for PPE intended for:- Entities or organizations governed by public law and by other charitable or philanthropic entities;- As well as on goods imported for free circulation by the First Aid Units."
- VAT exemption and duty free import for PPE and invasive and non invasive ventilation tool intended for: (i) Regions and autonomous provinces, (ii) Local authorities, (iii) Public administrations and public bodies, (iv) Public hospital structures or accredited and/or included in the regional emergency network, (v) Subjects who perform essential services and of public utility and/or public interest. Specific conditions and circumstances should be met in order to apply the benefits.“
- Specific conditions and circumstances should be met in order to apply the benefits.
- Requisition of surgical masks and PPE (in import under certain condition). It should be noted that with Order of the Extraordinary Commissioner No. 6 dated 28 march 2020, PPE intended for the persons indicated in the Circular cannot be requisitioned.
- It is not possible to propose new AEO requests, approved exporter and an extension of the terms for re-export of goods bound to ATA Carnets except in cases of absolute necessity.
- No suspension for post-clearance recovery of customs duties
- Suspension of payment terms deriving from payment demands issued by collection agents (postponed to 30th June 2020)
- Postponement of payments of further 30 days, for duty expiring between 17 March and 30 April 2020, for certain categories of debit account holders, including – among others - goods and passenger transport services providers, as well as freight forwarders.
- Postponement of payments of further 30 days, for all economic operators (with a debit account) for duty expiring between 23 April and 8 May 2020 if they are able to certify a decrease in revenue compared to the previous year.
KPMG Trade & Customs Italy Approach
- Customs assistance to all the economic operators who are in need of assistance in order to perform urgent import operations of masks and other devices to be used to face the COVID-19 emergency.
- The assistance is given for free, given the emergency situation.
Main sources of information
- "Italian Customs Authority Notice no 93201/RU dated 17th march 2020Italian Customs Authority Communication No. 92645 dated march 19th 2020“ (With immediate effect and until further notice)
- Italian Customs Authority Directorial Determination Prot. No. 101288 dated 27 march 2020
- "Italian Customs Authority Communication no 95863/RU dated 19 march 2020 "
- "Italian Customs Authority Determination Directorial no. 101115 dated 27 march 2020 "
- Order of the Extraordinary Commissioner No. 6 dated 28 March 2020
- Order of the Extraordinary Commissioner No. 6 dated 28 march 2020; Italian customs Authority website (Until the end of the state of emergency)
- Italian Customs Authority Director Determination no dated 100430/RU
- Italian Customs Authority Note no. 95986 dated 19th march 2020 (From March 25, until the end of the state of emergency)
Measures to ease the lockdown
- MAY 4 Deconfinement begins. Places of worship remain closed for religious ceremonies, but funerals with a maximum of 15 attendees will be allowed. Restaurants reopen for takeaway only. Face masks will be required on all public transportation and to visit relatives. Travel between regions will remain banned. Italy says it has carried out 1.9m tests so far. The infected are required to stay at home for 14 days, unless they urgently need to go to hospital. Hospitalisation policies differ between regions. MAY 18 All shops, tourist attractions and culture venues are allowed to reopen. Cinemas, theatres and nightclubs remain closed. JUNE 1 Restaurants and bars reopen. SEPTEMBER Schools reopen.
Other measures and sources
- The entry into force of the Italian Code of Corporate Crisis and Insolvency has been postponed until 1 September 2021.
- The financial statements for the year ending at 31 December 2020 can be drawn up on a going concern basis, if the business was treated as a going concern in the financial statement for business year ending before the 23rd of February 2020. This measure will also apply to financial statements for years ending by 23 February 2020 and not yet approved.
- Between 9 April and 31 December 2020, the rule on the reduction of share capital will not apply. Therefore it will not be necessary to reduce a company’s capital because of losses or, if it falls below the statutory minimum level, raise it. Nor will reduced or lost capital constitute grounds for winding up a company.
- The mechanism by which shareholder loans are repaid only after the claims of other creditors have been settled will not operate between 9 April and 31 December 2020. This rule also applies to intercompany loans (where there is management and coordination of one company by another).
Dissolution of companies
Pursuant to Article 40 of the Simplification Decree the lack of filing of the approved balance sheets for 5 consecutive years or the nonfulfillment of the management duties where, inter alia, at least one of the below mentioned circumstances occurs: (i) lack of updating the description of the share capital amount as provided by the Register of Companies in Lire; (ii) lack of filing at the Register of Companies of the specific statement requested for make the information provided by the Register of Companies compliant with the Shareholders ledger (for limited liability companies, also in the legal form of consortium entities- «Società Consortili») are considered among the causes for the dissolution of Companies.
- The regulation related to the “Golden Power” applies also to areas of strategic relevance (as specified by the European regulation no. 452/2019), providing for the previous approval by the Italian government (or for the exercise of other special powers granted to the Italian government) of transactions related, inter alia, to credit, financial and insurance sectors, critical infrastructures and technologies and sensitive date sector, including also intra-European transactions; in case of extra-European transactions, the extension of Golden Power regulation refers also to acquisition of shareholding higher that 10% of the capital share or voting rights (the above until 31 December 2020). Italian government may start the procedure at its own instance in case of lack of notice by companies involved in the transactions.
Main sources of information
Tax: Alessandra Tronconi – email@example.com , Eugenio Graziani – firstname.lastname@example.org
Restructuring: Dario Arban – email@example.com , Federico Bonanni – firstname.lastname@example.org
Legal: Filippo Lo Castro – email@example.com , Alberto Cirillo – firstname.lastname@example.org