Pro soluto or pro solvendo: the difference, what they mean and who bears the risk if the debtor does not pay

In short: with pro solvendo, if the assigned debtor does not pay because it is insolvent, the risk stays with the party that assigned the receivable; with pro soluto it passes to the party that bought it. The Civil Code and Law 52/1991 start from opposite rules: under the Civil Code the assignor generally does not guarantee solvency, while in factoring it generally does. In both cases, it is wise to check the debtor first.

Pro soluto and pro solvendo: what do they mean?

They are the two ways of assigning a receivable, for example an invoice to a factor or a bank. The difference lies in one question: if your customer (the assigned debtor) does not pay because it is insolvent, who loses the money?

• Pro solvendo: the assignor guarantees the solvency of the debtor. If the debtor does not pay, the assignee can recover from you, within the limits set by the applicable rule.
• Pro soluto: the assignor does not guarantee solvency. The risk that the debtor does not pay passes to the party that bought the receivable.

You have already collected the cash in advance, but in pro solvendo the receivable remains, in substance, your exposure to that customer.

Pro soluto and pro solvendo, the difference: which rule applies by law?

It depends on the type of assignment you are making, and this is the point that causes the most confusion. The two rules start from opposite positions (texts read on 29/10/2026).

• Ordinary assignment, art. 1267 c.c.: the assignor is not liable for the debtor's solvency, unless it has assumed the guarantee. If it has, it is liable up to what it received, plus interest, expenses and damages. In this scheme the rule is pro soluto, and pro solvendo is an agreement.
• Assignment of business receivables, art. 4 Law 52/1991: the assignor guarantees the solvency of the debtor, up to the agreed consideration, unless the assignee waives the guarantee in whole or in part. Here the rule is pro solvendo, and pro soluto is a waiver by the assignee.

The Civil Code (art. 1267) also provides that, if the assignor has guaranteed solvency, the guarantee ceases when the failure to collect due to insolvency depends on the assignee's negligence in starting or pursuing action against the debtor. When Law 52/1991 applies and when it does not, with requirements and deadlines, is explained in the guide on factoring and the assigned debtor: I will not repeat it here.

Pro soluto vs pro solvendo: the comparison table

Pro soluto and pro solvendo compared (rules read on 29/10/2026)

Aspect	Pro solvendo	Pro soluto
Who bears the insolvency of the debtor	The assignor, the party that assigned	The assignee, the party that bought the receivable
Starting rule in the Civil Code (art. 1267)	Only if the assignor has assumed the guarantee	This is the rule: the assignor is not liable for solvency
Starting rule in Law 52/1991 (art. 4)	This is the rule: the assignor guarantees up to the agreed consideration	Only if the assignee waives the guarantee, in whole or in part
Cost, in relative terms	As a rule lower for the assignor: the assignee takes on less risk	As a rule higher for the assignor: the assignee takes on the risk and prices it. Terms are set by the offer of each individual factor
What the factor looks at	The debtor, and also you as assignor, because you may be called upon to pay	Mainly the assigned debtor: it is the one who must pay, and the risk is the factor's

I do not give cost percentages: they depend on the offer of each intermediary and must be requested in writing.

Pro solvendo: what happens if the debtor does not pay?

You have already collected the advance, but the factor can recover from you for the unpaid amount. The invoice you considered closed becomes your problem again, with the added fact that the customer has not paid you.

The risk is real precisely because you do not see it: the cash has come in, but the exposure to the customer remains in fact. If you have assigned several invoices from the same customer pro solvendo, your exposure is their sum, not the single invoice.

Pro soluto: what does it really cover?

It covers the insolvency of the debtor, not everything that may prevent payment from coming in. If the customer does not pay because it disputes the supply, the problem is not its solvency but the existence or validity of the receivable.

In an assignment for consideration, under art. 1266 c.c. the assignor must guarantee that the receivable exists at the time of the assignment, and it always remains liable for its own conduct. Pro soluto does not remove this liability: read carefully what the contract says.

Pro soluto or pro solvendo: which suits an SME?

It depends on the debtor, not on the invoice. The check changes your decision.

• Solid debtor: pro soluto may be useful if you want to take the risk off your books, but it does not always justify the extra cost. If the risk is low, pro solvendo may be enough.
• Debtor with weak signals: the factor sees this and may refuse it or price pro soluto higher. In pro solvendo, the risk that others do not want stays with you: you need to know how much you are exposed.
• Concentration: the more that customer weighs on your total receivables, the more its non-payment, in pro solvendo, comes back to you.

Ask the factor in writing whether the assignment is pro solvendo or pro soluto, which debtors it accepts and how it handles disputed receivables. What makes financial sense is decided by your situation and the contract, not by this guide.

And if you receive a receivable as payment, instead of assigning it?

Then you are the assignee, and the assigned debtor is the debtor you will have to collect from. If the assignment is pro soluto, insolvency is your risk: you cannot recover from the assignor. This is why it is better to check the debtor before accepting, not after.

Also check that the receivable is assignable: under art. 1260 c.c. the parties may exclude assignability, and the agreement cannot be raised against the assignee unless it is proven that the assignee knew of it at the time of the assignment. Under art. 1264 c.c. the assignment takes effect against the debtor when the debtor has accepted it or it has been notified to the debtor.

Why check the assigned debtor before assigning?

Because the choice between pro soluto and pro solvendo is, in practice, a choice about the debtor. Before assigning, look at what the factor sees:

• Protests and insolvency proceedings on record, with source and date.
• Insolvency signals, as described in the guide on signs of insolvency in a customer.
• Beneficial owner, shareholders and directors: who is really behind the debtor.
• Estimated operating credit line, to be compared with all open credit to that customer, including invoices already assigned pro solvendo.

The estimated operating credit line is an estimate based on public data, not a forecast that the debtor will or will not pay: the comparison is between two numbers, open credit and estimated credit line. The steps are in the guide on creditworthiness before granting payment terms; the overall picture is in the guide to B2B trade credit.

The limits of this guide

This is not legal or financial advice and it does not recommend a factor. Veryfy does not buy receivables and does not guarantee collections: the report shows public data about the debtor, with source and date, so you can decide with more information.

Sources

• Law of 21 February 1991, No. 52, art. 4 (Guarantee of solvency), Normattiva, read on 29/10/2026.
• Italian Civil Code, arts. 1260, 1264, 1266 and 1267, text read on 29/10/2026 on Brocardi (a reference site, not an official source).

Before choosing between pro soluto and pro solvendo, check who must pay. Rating and operating credit line at €9.90 for a first check of the assigned debtor, or the full Verification report at €19 with protests, insolvency signals, beneficial owner and estimated operating credit line.