1. – Introduction: From CCD I to CCD II
With the adoption of Directive (EU) 2023/2225 of October 18, 2023 (the “Second Consumer Credit Directive” or “CCD II”), the European Union has undertaken a comprehensive reform of the regulatory framework governing consumer credit agreements. CCD II repeals Directive 2008/48/EC (“CCD I”) and seeks to address the structural and technological transformations that have reshaped the consumer credit market over the past fifteen years.
CCD II forms part of the European Commission’s New Consumer Agenda and reflects a dual objective: (i) strengthening consumer protection in light of digitalization and product innovation; and (ii) promoting further harmonization to reduce fragmentation across Member States.
Italy implemented CCD II through Legislative Decree No. 212 of December 31, 2025 (the “Italian Decree”), which amends the Consolidated Banking Act (Legislative Decree No. 385/1993, the “TUB”) and related provisions. The Italian transposition not only incorporates the Directive’s substantive requirements but also introduces structural refinements that significantly affect credit institutions, financial intermediaries, and non-bank market participants.
For industry operators, CCD II is not merely a compliance exercise. It requires a reconsideration of product governance, distribution models, advertising practices, underwriting standards, and digital processes.
2. Expanded Scope: A Structural Shift in Market Coverage
One of the most consequential reforms introduced by CCD II is the expansion of its scope.
2.1 Removal of the Minimum Threshold and Increase of the Maximum Cap
Under CCD I, the Directive applied only to credit agreements between €200 and €75,000. CCD II removes the €200 minimum threshold and raises the maximum threshold to €100,000. In addition, certain renovation loans exceeding €100,000 and not secured by real estate fall within scope.
The Italian Decree reflects these changes by amending Article 122 TUB, extending the domestic regime to financing above €100,000 and eliminating previous exclusions for low-value credit.
For banks and consumer finance companies, the practical consequence is clear: micro-credit products, short-term digital lending, and low-value consumer financing—previously outside the harmonized regime—are now regulated.
2.2 Buy-Now-Pay-Later (BNPL) and Deferred Payments
CCD II significantly narrows the exemption for interest-free and short-term credit. Third-party BNPL providers are now generally within scope. Italy implemented this approach by introducing precise exclusions in Article 122 TUB only for:
- Deferred payments of up to 50 days granted directly by suppliers without third-party involvement;
- Very short-term online deferred payments (14 days) under strict conditions;
- Deferred debit cards repayable within 40 days without interest.
The Italian legislature closely followed the Directive’s structure, thereby subjecting most third-party BNPL schemes to full consumer credit regulation.
For the industry, this development has immediate implications: fintech platforms and marketplace-based credit solutions must now comply with licensing, pre-contractual disclosure, creditworthiness, and conduct of business requirements. Traditional banks benefit from a more level playing field, but compliance burdens increase across the board.
3. Licensing, Registration, and Supervisory Oversight
CCD II requires creditors and credit intermediaries to be subject to adequate admission, registration, and supervision by competent authorities.
Italy transposed this requirement within the framework already established under the TUB for financial intermediaries, agents in financial activity, and credit brokers. The Italian Decree confirms that:
- Credit intermediaries, including those operating digitally or in ancillary capacity, fall within the regulatory perimeter;
- Certain exemptions may apply to SMEs granting interest-free deferred payments under narrow conditions.
The Italian approach is coherent with the Directive’s harmonization objective while maintaining the central role of the Bank of Italy in supervision.
From an industry perspective, this reinforces regulatory accountability and reduces regulatory arbitrage. However, it also increases compliance costs for hybrid commercial models (e.g., large retailers offering financing solutions).
4. Advertising and Marketing: Heightened Standards
CCD II introduces strict rules requiring advertising to be fair, clear, and not misleading, and prohibits communications that create false expectations or suggest that credit improves financial conditions.
Italy implemented these provisions by amending Article 123 TUB and related transparency rules. Advertising must:
- Avoid misleading claims about availability or cost;
- Include representative examples when interest rates or costs are mentioned;
- Present information clearly and prominently;
- Avoid emphasis on ease or speed of obtaining credit in a potentially misleading manner.
For banks, this implies a review of marketing templates, digital banners, influencer campaigns, and mobile app disclosures. Compliance teams must coordinate more closely with marketing departments, especially for digital channels where layered disclosures and dynamic interfaces are used.
The reputational risk associated with aggressive advertising strategies is likely to increase.
5. Pre-Contractual Information and SECCI Reform
The Standard European Consumer Credit Information (SECCI) form has been redesigned under CCD II. While the substantive content remains broadly similar, the format and presentation requirements are stricter and may require system changes.
The Italian Decree integrates the new structure into Articles 124 TUB and related implementing provisions. It clarifies that pre-contractual information must be provided in good time before the consumer is bound and reinforces the obligation to ensure clarity and comprehensibility.
Operationally, lenders must:
- Update document generation systems;
- Adapt digital onboarding flows;
- Ensure that pre-contractual documentation is provided in a durable medium.
For digital lenders, this may require re-engineering user interfaces and consent mechanisms to ensure compliance with both CCD II and data protection standards.
6. Creditworthiness Assessment: Governance and Documentation
6.1 Strengthened Substantive Requirements
CCD II significantly strengthens creditworthiness requirements. Creditors must establish documented procedures, rely on sufficient information concerning income and expenses, and avoid irresponsible lending.
Italy amended Article 124-bis TUB to reflect these standards, emphasizing that:
- Creditworthiness assessments must be conducted before the conclusion of the contract;
- The evaluation must consider the consumer’s interests and aim to prevent over-indebtedness;
- Data used must be accurate and up to date;
- In the case of automated decision-making, consumers retain rights consistent with the GDPR.
The Italian Decree also introduces enhanced rules on credit databases (new Article 120-undecies.1 TUB), including non-discriminatory access for EU lenders and obligations to inform consumers when refusal is based on database information.
For the industry, this translates into:
- Stronger governance over underwriting models;
- Increased documentation and auditability;
- Alignment between risk models and consumer protection standards;
- Potential reconfiguration of automated scoring systems.
The compliance risk associated with inadequate credit assessment is likely to grow, particularly in the context of consumer litigation and supervisory enforcement.
6.2 Alignment with Italian Case Law and ACF Decisions
The provisions of CCD II also appear to be broadly consistent with the orientation emerging from Italian case law and decisions of the Financial Disputes Arbitrator (Arbitro per le Controversie Finanziarie – “ACF”) established at Consob. Italian adjudicatory bodies have consistently held that the obligation to assess creditworthiness is not merely a formal requirement, but rather a substantive safeguard, the breach of which may have direct consequences for the creditor’s legal position, including in the context of debt restructuring or insolvency proceedings.
In this regard, the ACF has, for example, recognized the liability of an intermediary that granted a new loan intended to consolidate pre-existing debt but, in practice, worsened the consumer’s financial condition. The Panel observed that the transaction had not alleviated the borrower’s indebtedness, but instead aggravated it, exposing the consumer to a higher interest burden despite an already compromised income and debt profile (see ACF Decision No. 7225 of July 13, 2023).
Naturally, the creditor’s liability must also be assessed in light of the borrower’s own conduct, particularly where the consumer has misrepresented his or her financial situation intentionally or with gross negligence.
7. Advisory Services and Debt Counseling
CCD II introduces a distinction between advisory services related to credit agreements and independent debt counseling for consumers in financial difficulty.
Italy implemented these concepts by:
- Introducing a formal definition of “advisory services” (Article 121 TUB);
- Regulating advisory activity by lenders and intermediaries (Article 124.2 TUB);
- Clarifying that only specific registered intermediaries may provide independent advice;
- Distinguishing this from debt counseling services under Article 125-terdecies TUB.
This represents a significant development for the Italian market, where advisory services in consumer credit were previously less formalized.
For banks, offering advisory services now entails:
- Disclosure of compensation structures;
- Acting in the consumer’s best interest;
- Evaluating a sufficient range of products;
- Ensuring organizational separation where independence is claimed.
This may lead to the development of structured advisory models within consumer finance divisions.
8. Forbearance and Consumers in Financial Difficulty
8.1 Conduct-of-Business Obligations and Preventive Intervention
Among the most policy-oriented innovations of CCD II is the requirement that creditors exercise reasonable forbearance before initiating enforcement proceedings against consumers in financial difficulty. The Directive reflects a broader European regulatory trend toward preventing over-indebtedness through early intervention rather than relying exclusively on contractual remedies.
CCD II does not create an automatic right to restructuring. Instead, it establishes a conduct-of-business obligation: where appropriate, creditors must consider the consumer’s individual circumstances and assess whether proportionate measures may avert deterioration of the borrower’s position.
Possible forbearance measures include:
- Temporary payment suspension;
- Extension of maturity;
- Modification of repayment schedules;
- Partial refinancing.
The obligation is therefore procedural and proportional, rather than a substantive mandate to grant concessions.
The Directive also requires Member States to promote access to independent debt advisory services and to ensure that creditors adopt internal processes capable of identifying financial distress at an early stage.
8.2 Interaction with Italian Legal Framework
This provision is consistent with prior European regulatory guidance aimed at discouraging creditors—particularly credit institutions—from initiating enforcement actions immediately upon maturity of the obligation without first assessing the borrower’s financial situation.
The further codification of this principle under CCD II may prompt part of Italian case law to reconsider the line of authority according to which, in the case of consumer guarantees, the creditor must, in order to preserve the guarantee, bring judicial proceedings against the principal debtor within six months of the maturity of the obligation, rather than relying solely on extrajudicial collection efforts (see Article 1957 of the Italian Civil Code).
While CCD II does not directly amend national rules governing guarantees, its emphasis on proportionality, borrower protection, and procedural fairness may influence judicial interpretation and creditor conduct expectations in enforcement scenarios.
9. Italian Implementation and Operational Impact
Italy has incorporated these principles within the framework of the Consolidated Banking Act (TUB). While Italian law already contained borrower-protective mechanisms and restructuring tools in specific contexts, the Legislative Decree implementing CCD II reinforces the preventive and procedural dimension of arrears management.
Under the new regime, creditors are expected to:
- Adopt internal policies for identifying and managing financial distress;
- Ensure structured communication with borrowers before acceleration or enforcement;
- Document decision-making processes relating to arrears and recovery actions.
Although the Decree does not radically alter domestic enforcement law, it strengthens the expectation that lenders act in good faith and in accordance with proportionality principles. Supervisory scrutiny is likely to focus not only on outcomes, but also on the adequacy of internal procedures and documentation.
10. Governance, Risk, and Strategic Implications
For credit institutions and intermediaries, CCD II has tangible governance implications. Lenders must align collections, risk management, and compliance functions to ensure that enforcement actions are preceded by appropriate assessment and documented evaluation.
This may require:
- Implementation of early-warning indicators within monitoring systems;
- Review of automated collections processes to avoid purely mechanical escalation;
- Enhanced training of recovery teams;
- Integration of forbearance policies into internal control frameworks.
An additional complexity arises from the interaction with prudential rules. Forbearance measures may affect non-performing exposure classification and provisioning under capital requirements frameworks. Institutions must therefore balance consumer protection obligations with prudential soundness.
From a strategic perspective, effective early-stage intervention may reduce litigation risk and long-term credit losses. However, it increases short-term operational costs and requires a more individualized approach to distressed borrowers.
CCD II thus transforms arrears management from a purely contractual enforcement function into a regulated conduct area subject to supervisory expectations. For lenders operating in the Italian market, structured, well-documented, and proportionate forbearance policies will become an essential component of regulatory compliance and reputational risk management.
Conclusion
CCD II represents a structural shift in the regulation of consumer credit. Its impact extends beyond formal compliance, affecting underwriting standards, governance structures, digital processes, and litigation risk.
For banks and financial intermediaries operating in Italy, the Directive requires not only technical adjustments but also a broader cultural shift toward responsible lending, enhanced transparency, and proactive borrower engagement.
Institutions that anticipate these changes and integrate CCD II requirements into their strategic and operational frameworks will be better positioned to manage regulatory risk while maintaining sustainable and compliant lending practices.