Business restructuring and turnaround
Cash no longer covers what falls due, the bank wants collateral and suppliers want to be paid up front. As long as banks and suppliers are still talking to you, many options remain open. We rebuild the real numbers, write a plan that holds up and take it to banks and creditors together with the company’s lawyers and accountants. Then we stay alongside management while it is carried out.
Example · not a real company
01 · copy the link to this sectionThe situation
The accounts tell you about last year. Cash, banks and suppliers tell you about the coming months, and they speak first.
Under Italian law, a business is in crisis when it is likely to become insolvent. The test is a precise one. Projected cash flow is not enough to pay the debts falling due over the next twelve months. Accounts that show a profit do not rule this out.
The first signs are behaviours, not numbers. A long-standing supplier asks for payment up front ‘just for this order’. The bank wants more collateral when the credit line comes up for renewal. Customers pay a little later every month. Payments go to whoever pushes hardest.
Waiting for the numbers to confirm it comes at a cost, because every month that passes closes a door. While banks and suppliers are willing to talk, you can work with light, confidential tools. Once court payment orders (decreti ingiuntivi) start arriving, the routes left are slower, more public and more expensive.
The law sets out four warning signs, summarised below. Sources: Legislative Decree 14/2019, the Codice della crisi d’impresa e dell’insolvenza (Italian Business Crisis Code), Article 2(1)(a), Article 3(4) and Article 25-novies. Italian Civil Code (codice civile), Article 2086(2). Current text consulted on Normattiva, Italy’s official legislation database, on 16 September 2026.
Typical scenario
An engineering company’s main customer has been ordering less for a few months. Turnover for the year is holding up and the accounts still show a profit. But payments are coming in later. When the credit line comes up for renewal, the bank asks the shareholders to back it personally, and the steel supplier switches to payment in advance. Every week, the accounts department decides who to pay first.
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Wages overdue by at least thirty days, amounting to more than half of the monthly payroll.
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Supplier debts overdue by at least ninety days, exceeding the debts not yet due.
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Debts overdue by more than sixty days, or a credit line exceeded for at least sixty days, amounting to at least 5% of everything owed to banks and other lenders.
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Debts to INPS (social security), INAIL (workplace accident insurance), the Agenzia delle Entrate (tax authority) or the Agenzia delle Entrate-Riscossione (tax collection agency) above the thresholds at which these bodies must notify the company.
02 · copy the link to this sectionWhat we do
Four pieces of work, which you can entrust to us together or one at a time. Our job is not to sell a vision. It is to rebuild what is feasible.
STRDiagnosis · Business plan
The true picture
We look at the accounts, debts by due date, margins by product and by customer, and the contracts that weigh on the business. The result is a written diagnosis. It shows where the company is losing money, how much cash it needs and by when, and which routes remain open. Alongside it comes a short-term cash flow forecast, updated regularly, which becomes everyone’s working tool.
STRFinancial restructuring · Bank agreements
The renegotiated debt
We deal with banks, leasing companies and strategic suppliers. We prepare the proposal, bring the documents they ask for (plan, cash flow forecast, collateral) and follow the negotiations through to agreement. The result is rescheduled instalments, moratoriums and repayment plans written so that they can really be honoured.
03 · copy the link to this sectionReference
Updated 16 September 2026, based on the current text of Legislative Decree 14/2019, including the amendments made by Legislative Decree 136/2024
The Italian Business Crisis Code offers several tools. They differ in how far the court and the creditors are involved, and in how public the situation becomes. The useful question is not ‘how bad is the company’s position?’ but ‘who is still answering?’. The sooner you move, the more light-touch tools remain available.
| Tool | In plain words | Court | Confidentiality | Reference |
|---|---|---|---|---|
| Certified recovery plan (piano attestato di risanamento) | The company writes a plan, an independent professional certifies its data and feasibility, and the main creditors sign up. Payments and security interests provided for in the plan are protected from clawback actions (azione revocatoria). | No | Confidential. It is published in the companies register (registro delle imprese) only if the company asks for this | Articles 56 and 166(3)(d) |
| Negotiated resolution (composizione negoziata) | A voluntary process with an independent expert, requested through the Chambers of Commerce online platform, to negotiate with creditors. The company continues to run the business. The expert’s appointment lasts up to 180 days, and in some cases this can be extended to as much as 360. | Only for protective measures and certain authorisations | Confidential. If protective measures are requested, the application is published in the companies register | Articles 12 to 25-undecies (in particular 17, 18 and 21) |
| Debt restructuring agreements (accordi di ristrutturazione dei debiti) | An agreement with creditors holding at least 60% of the claims (half, in ‘facilitated’ agreements), made effective when the court approves it (omologazione). Creditors who do not sign up must be paid in full within 120 days. | Yes, for court approval | Public. The application is entered in the companies register | Articles 57, 60 and 40 |
| Restructuring plan subject to court approval (piano di ristrutturazione soggetto a omologazione, PRO) and going-concern composition with creditors (concordato preventivo in continuità) | Court procedures in which the creditors, divided into classes, vote on the proposal. The aim is to keep the business going. In a PRO, the proposal must be approved by every class. | Yes | Public | Articles 64-bis and 84 onwards |
| Simplified composition for the liquidation of assets (concordato semplificato per la liquidazione del patrimonio) | Only possible after a negotiated resolution that ended without agreement, within 60 days of the expert’s final report. It leads to the sale of the assets, not to a turnaround. | Yes | Public | Article 25-sexies |
Alongside the agreements. A moratorium agreement (convenzione di moratoria) suspends or defers the debts owed to one category of creditors, such as the banks. It also binds creditors who do not sign, provided those who do sign hold 75% of the claims in that category (Article 62).
What about San Marino? The Business Crisis Code is Italian law. For businesses in San Marino the framework is different and must be assessed case by case.
A plain-language summary, not legal advice. The choice of tool rests with the company, together with its lawyers and accountants.
The deciding factor is not how severe the crisis is. It is timing.
04 · copy the link to this sectionCorporate governance
Sometimes the accounts hold up and the company is stuck all the same. Three shareholders can no longer reach an agreement. A founder has handed over the title but not the decisions. A plan is defended by the people who wrote it, even when it no longer adds up. These are governance crises. If they last, they end up in the numbers too.
What is needed here is confidentiality and someone who is not one of the parties. That is the work of Blackroom, Strategic’s confidential advisory service for owners and boards. You talk only to people, every relationship is governed by a non-disclosure agreement, and access is granted after an assessment.
BlackroomWhen three shareholders can no longer decide togetherSuccession: when the founder won’t let go
05 · copy the link to this sectionHow we work
Five steps. The first is a confidential conversation. The last one takes as long as it needs.
We meet the owners and, if there is one, the person in charge of finance. We frame the situation and sign a non-disclosure agreement.
We review the annual and latest interim accounts, the Bank of Italy’s Central Credit Register (Centrale dei rischi), the receivables and payables ledgers by due date, the loan agreements and the position with the tax and social security authorities.
It sets out where the company is losing money, how much cash it needs and by when, and the possible routes with their pros, cons and timing.
The decision is taken with the directors, the shareholders when needed, and the company’s professional advisers.
Negotiations and action on costs and revenue follow, with the agreed indicators checked regularly for as long as necessary.
| Format | What it includes |
|---|---|
| Scoping conversation | Situation, scope, next step |
| Scoped diagnosis | The true picture, with the possible routes |
| Project | Plan and negotiations with banks and creditors |
| Confidential mandate | Supporting management through execution |
Every format starts from a written proposal. We do not publish prices.
06 · copy the link to this sectionWhere artificial intelligence helps
When the data belongs to a company in difficulty, confidentiality comes first. Tools, access rights and model providers are chosen with that constraint in mind.
Three practical uses
07 · copy the link to this sectionPrinciples
08 · copy the link to this sectionFrequently asked questions
09 · copy the link to this sectionObservatory
Analysis and guides from the Strategic editorial team on warning signs, plans and the tools of the Business Crisis Code.
Payments go to whoever pushes hardest, suppliers ask for money up front and banks grow cautious. These signs of crisis appear months before the accounts. Here are the four indicators set by law and ten self-assessment questions.
27 July 2026The certified recovery plan is one of the lightest tools in the Italian Business Crisis Code, and the only one that stays entirely out of court. But it holds only while banks and suppliers cooperate. What the law provides, how it compares with the other tools and the mistakes that make it fail.
24 July 2026Whoever wrote and defended the plan finds it hard to admit that it no longer holds up. Here is what an external Chief Restructuring Officer does, which signs make one necessary and how to set up the engagement.
22 July 2026The essential parts of this page print as a short summary of a few pages, without images or invitations to get in touch.
10 · copy the link to this sectionContact
A few lines are enough. Tell us what is happening (cash, banks, suppliers, tax), which deadlines are close and who is already involved. We reply by email, usually within two working days.
Please do not put accounts, bank statements or contracts in the form. They are exchanged later, under a non-disclosure agreement.
Or write to us:WhatsAppstaff@strategic.sm
On WhatsApp, messages are answered by Strategic’s AI assistant. Please do not use it for confidential information.
