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Minor composition agreement (concordato minore): who can access it, what the proposal must contain, and when external resources are needed

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In breve: the minor composition agreement is the proposal to creditors reserved for debtors in over-indebtedness who are not consumers: professionals, minor entrepreneurs and the other persons under art. 2 (art. 74 of the Codice della crisi, the Italian insolvency code). The proposal is admissible when it allows the business or professional activity to continue; in other cases, a contribution of external resources is needed that increases the available assets to an appreciable extent. The text was amended by Legislative Decree 136/2024.

Who can propose it

The debtors referred to in art. 2, paragraph 1, letter c), who are in over-indebtedness, excluding consumers, can propose it. Anyone who is not sure of their status must clarify it first, because the status determines the route: for consumers there is debt restructuring.

Continuity or external resources

The rule in art. 74 has two limbs. If the proposal allows the business or professional activity to continue, it is admissible. Outside this case, it can be proposed only if it provides for external resources that increase the assets available at the time of the application to an appreciable extent: the help of a family member, a partner or a third party, for example. The text does not set a minimum level of satisfaction for unsecured creditors.

What the proposal must contain

The proposal provides for the satisfaction, even partial, of claims in any form, specifies the manner and timing of performance, and may divide creditors into classes. Forming classes is mandatory only for creditors holding guarantees provided by third parties. For matters not provided for, the rules on the preventive composition agreement (Chapter III of Title IV) apply, insofar as compatible.

Documentation and privileged claims

Art. 75 governs the documentation and the treatment of privileged claims: if a creditor with priority is only partly satisfied, the treatment cannot be worse than what it would receive in a controlled liquidation. Art. 76 governs the filing of the application and the activity of the OCC; arts. 77-83 cover inadmissibility, procedure, the majority required for approval, court confirmation (omologazione), performance and revocation. The list of creditors, with guarantees and privileges, is therefore the first document to build with care: how to prepare it.

This guide explains the law in general terms and is not legal advice: anyone in over-indebtedness needs a professional who looks at their case and the law currently in force.

Before you see the lawyer, get your case in order: the free questionnaire collects creditors, income, expenses, assets and acts of the last five years; the Over-indebtedness report at 29€ checks them against public data in your name (protests, procedures, encumbrances, positions held, shares, property) and gives you the PDF to hand to the professional. It is not legal advice, nor the OCC report.

Sources

Frequently asked questions

Who can access the minor composition agreement?

Debtors in over-indebtedness under art. 2, paragraph 1, letter c), excluding consumers (art. 74): professionals, minor entrepreneurs and other persons not subject to judicial liquidation.

Is continuity of the business required?

The proposal is admissible if it allows the business or professional activity to continue. Otherwise it can be proposed only with external resources that increase the available assets to an appreciable extent.

Can creditors be divided into classes?

Yes, the proposal may provide for classes. Forming classes is mandatory only for creditors holding guarantees provided by third parties.

How are preferential creditors treated?

Art. 75 governs the treatment of privileged claims; for creditors with priority who are only partly satisfied, the treatment cannot be worse than that under controlled liquidation.

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