Pro solvendo or pro soluto factoring: who bears the risk if the customer does not pay, and why to check the assigned debtor

Updated to 21/10/2026

In brief: in factoring governed by Law 52/1991 the rule is pro solvendo: under art. 4 the assignor guarantees the debtor's solvency within the limits of the agreed consideration, unless the factor waives the guarantee (pro soluto). If the customer does not pay, therefore, as a rule the risk comes back to you: it is worth checking before invoicing and assigning.

Before assigning an invoice, look at the customer as the buyer of the receivable would: Rating and operating credit line (9.90€) shows the credit rating and the estimated operating credit line. For a significant receivable, the Verifica tier of the full report (19€) adds beneficial owner, shareholders and directors, protests and insolvency signals.

What is the assignment of a receivable, and when does it become factoring?

It is the contract by which you transfer to another party the right to collect what a customer owes you. Under art. 1260 of the Civil Code (c.c.) the receivable may be assigned even without the debtor's consent, except for strictly personal receivables or legal prohibitions.

Law of 21 February 1991, no. 52 (current text consulted on Normattiva in October 2026) applies when, under art. 1, the assignor is an entrepreneur, the receivables arise from contracts entered into in the course of business, and the buyer is a bank or financial intermediary whose corporate purpose includes buying business receivables. Without these requirements, the Civil Code applies. Here "assignor" is you, "factor" is the party buying the receivable, and "assigned debtor" is your customer.

Pro solvendo and pro soluto factoring: what is the difference in risk?

In pro solvendo the assignor guarantees that the customer will pay; in pro soluto the risk of insolvency stays with the party buying the receivable. Law 52/1991 and the Civil Code start from opposite rules: in factoring the rule is pro solvendo, while in an ordinary assignment the assignor does not guarantee solvency.

Guarantee of solvency: Civil Code and Law 52/1991 compared (texts verified in October 2026)
Aspect	Ordinary assignment (Civil Code)	Factoring (Law 52/1991)
Rule on the customer's solvency	The assignor does not answer for it, unless it has assumed the guarantee (art. 1267 c.c.)	The assignor guarantees it, unless the factor waives it in whole or in part (art. 4)
Up to what amount the assignor answers	Within what it has received, plus interest, expenses and damages	Within the agreed consideration
Existence of the receivable	In an assignment for consideration the assignor guarantees it (art. 1266 c.c.)	Art. 4 concerns only solvency: check what the contract provides

Factoring, the customer does not pay: what happens to the assignor?

In pro solvendo, if the assigned customer does not pay because it is insolvent, the factor can have recourse against you within the limits of the agreed consideration: the invoice you considered closed becomes your problem again. In pro soluto the risk of insolvency stays with the factor, within the waiver it has granted.

Be careful, however: pro soluto covers insolvency, not dispute. If the customer does not pay because it claims the supply was defective or incomplete, the receivable itself is in question, and in an assignment for consideration the Civil Code (art. 1266) places on the assignor the guarantee of the existence of the receivable at the time of the assignment.

Must the customer know that the receivable has been assigned?

So that it pays the right person, yes: under art. 1264 c.c. the assignment takes effect against the debtor when the debtor has accepted it or it has been notified to them. Until then, if they pay you, they are discharged, unless the assignee proves that it already knew of the assignment.

Also check the contract with the customer: art. 1260 c.c. allows the parties to agree that the receivable is not assignable, a clause enforceable against the party buying the receivable only if it is proven that it knew of it. Better to know this before offering that invoice to a factor.

Why does the factor assess the assigned debtor?

Because the value of a receivable depends on who owes it, not on who sells it. In pro soluto the factor takes on the insolvency risk of your customer; in pro solvendo it can have recourse against you only within the agreed consideration: in both cases the solvency of the assigned debtor is at the centre of the assessment.

For the assignor, timing matters: that assessment often arrives once the goods have been delivered and the invoice issued. If the customer does not convince the factor, the collection remains for you to manage.

Why check the customer yourself before invoicing or assigning?

Because in pro solvendo the risk of insolvency does not really leave your business: you have only collected earlier. Checking the customer before delivery still leaves you the choice of asking for a deposit, splitting deliveries or shortening payment terms; afterwards, all that remains is deciding who bears the risk.

The steps for checking a new customer are in the guide on how to check creditworthiness before granting payment terms.

What prudential criteria should you use before assigning an invoice?

Before assigning, check the financial statements, protests and proceedings, rating and estimated credit line, concentration and the receivable itself: these are the criteria for granting payment terms, because in pro solvendo the assigned receivable remains, in substance, your exposure to that customer.

Filed financial statement and its date: net equity compared with share capital; a financial statement more than 18 months old is an outdated snapshot.
Protests and insolvency proceedings on record, with source and date.
Rating and estimated operating credit line: compare the estimated credit line with all the open credit towards that customer, including invoices already assigned pro solvendo.
Concentration: the more that customer weighs in your total receivables, the more a non-payment by it would fall on you.
The receivable itself: documented delivery, no open disputes, no prohibition on assignment in the contract.

The comparison is between two numbers, open credit and estimated credit line, not a label on the customer: the decision remains yours.

Is factoring worthwhile for an SME?

It depends on the contract and on your customers: there is no answer valid for everyone, and the cost is set only by the individual factor's offer. Before signing, ask in writing whether the assignment is pro solvendo or pro soluto, which customers are accepted and how disputed receivables are treated.

Factoring is a relationship with a financial intermediary, different from the credit you grant to your customers yourself (see bank credit line or commercial credit line). If you are more interested in protecting yourself against bad debts than in advancing cash, compare trade credit insurance and pay-per-use verification; the overview of payment terms and credit lines is in the guide to B2B commercial credit.

The limits of this guide

This is not legal or financial advice, nor does it recommend a factor. Veryfy does not buy receivables and does not guarantee collections: rating and operating credit line are estimates based on public data, not a certainty that the customer will pay.

Before invoicing or assigning: Rating and operating credit line at 9.90€ to compare the open credit with the customer's estimated credit line, or the Verifica tier of the full report at 19€ to also see beneficial owner, shareholders and directors, protests and insolvency signals.

Frequently asked questions

What is the difference between pro solvendo and pro soluto factoring?

In pro solvendo, the assignor guarantees the customer's solvency: if the customer does not pay, the factor can have recourse against the assignor. In pro soluto, the factor waives this guarantee and the risk of insolvency stays with it. Under art. 4 of Law 52/1991, pro solvendo is the rule, unless the factor waives it in whole or in part.

Factoring: what happens if the customer does not pay?

In pro solvendo, the factor can have recourse against you within the limits of the agreed consideration, as art. 4 of Law 52/1991 provides. In pro soluto, the risk of insolvency stays with the factor, but it covers insolvency, not a dispute over the supply: in an assignment for consideration, the assignor guarantees the existence of the receivable (art. 1266 c.c.).

Does assigning a receivable require the debtor's consent?

No. Under art. 1260 c.c. the receivable may be assigned even without the debtor's consent. Under art. 1264 c.c. the assignment takes effect against the debtor when the debtor has accepted it or it has been notified to them: until then, if they pay the assignor, they are discharged, unless they already knew of the assignment.

Is it worth checking the customer even if I assign the invoice to a factor?

Yes, especially in pro solvendo, which under Law 52/1991 is the rule: if the customer does not pay, the risk comes back to you. Checking before delivery, with financial statements, protests and proceedings, rating and estimated operating credit line, still leaves you the choice of asking for a deposit, splitting deliveries or shortening the payment terms.

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