PNRR, Piattaforme Telematiche e CNC

The news of the PNRR decree on the Negotiated Settlement of the Crisis and the operational steps

For some time, we have been dealing with business crises and we follow, also as consultants, the evolution of the Negotiated Settlement of Business Crisis - in this article we take stock of the news on the subject following the recent decrees (PNRR).

To complete the picture, therefore, let's see how the legislative provisions have, in fact, intervened in particular on some operational matters but not only. In summary, the main innovations can be found on:

1. duration of the installment plan of tax debts;
2. issuance ofVAT change notes;  
3. possibility of self-certification of confirmation requests sent to bodies (tax authorities and social security institutions);
4. content of the national telematic platform, managed by the chambers of commerce system, established pursuant to art. 13 of the CCII;
5. detailed checklistcontaining operational indications for the drafting of recovery plans, pursuant to art. 5-bis of the CCII;
6. indications for the drafting of the recovery planand the methods of carrying out the practical test;
7. specific training the possession of which is subject to the registration of the independent experts in the appropriate list.

As regards the expected application of the tax transaction (art. 63 CCII), the CNC procedure will also have to wait for the enabling law to modify the tax system. In fact, it contains in art. 9, several important principles of simplification of the taxation of business income, of the facilitative treatment of capital gains and contingent assets, of VAT obligations, of the tax liability of the transferee of the company, of the regime of notification of tax documents and of reduction of treasury, local and contributory debts, extending the treatment to all institutions regulated by the CCII.

But let's see what it is in more detail.

THE DURATION OF TAX DEBTS IN INSTALLMENTS

In case of publication in the business register of the contract referred to in art. 23, paragraph 1, letter a) and of the agreement referred to in art. 23, paragraph 1, letter c) of the CCII, the Revenue Agency grants the entrepreneur who requests it, with a specific request also signed by the expert, a tax debt installment plan of up to 120 instalments. With this regulatory provision, the terms of the installments of the tax debt originally foreseen (equal to 72 installments) have been increased in order to facilitate companies in serious difficulty within the negotiated settlement procedure. Also in this case, the expert takes on a role of "guarantee" for the third parties involved, by signing the request which shows the serious crisis situation in which the company finds itself and the functionality of the request for installments for the purposes of the successful outcome of the CNC procedure.

VAT RECOVERY THROUGHISSUANCE OF CREDIT NOTE

It is possible to issue a note of decreasing variation by the creditor of the company that accesses the negotiated settlement of the crisis, expanding the range of possible beneficiaries previously limited only to cases of access to insolvency procedures.

From the date of publication in the business register of the contracts or agreements referred to in article 23 paragraph 1 letters a) and c) and paragraph 2 letter b) of the Crisis Code, it will therefore be possible for the creditors affected by this procedure, in the event of non-payment of the consideration, to proceed with the issue of variation notes VAT without having to wait for its conclusion.

SELF-CERTIFICATION OF TAX AND SOCIAL SECURITY DEBTS

In order to facilitate access to the CNC, it is envisaged that the entrepreneur, at the time of submitting the application, can file, in place of the documents listed below, a self-certification in which he certifies that he has requested the necessary certifications at least 10 days from the submission of the application for the appointment of the expert.  

The documents required by art. 17 CCII replaced by the self-certification are:

– the single certificate of tax debts (referred to in art. 364, paragraph 1), which is the document that the offices of the Financial Administration and the relevant bodies issue, upon request of the debtor, relating to the existence of debts resulting from the respective deeds, from ongoing disputes and from those already defined for which the debts have not been satisfied;

– the overall debt situation requested from the Revenue-Collection Agency;

– the certificate of contributory debts and for insurance premiums (referred to in article 363, paragraph 1), with which the INPS and INAIL, upon request of the debtor or the court, communicate the credits they have towards the debtor by way of contributions and insurance premiums.

This provision applies to all requests submitted until December 31, 2023.

The other innovations introduced by the Ministry of Justice, with decree of 21 March 2023 (published on 04 April 2023), concern the content of the national telematic platform, which is made up of six sections concerning:

Section 1

“Practical test to verify the reasonable feasibility of remediation” available online; e.g. The prospectus has been updated and contains a simplified calculation structure for the fully operational Free Cash Flow From Operations. For cooperatives, the social loan repayment flows are determined according to a reasonable estimate based on historical evidence of loan movements.

Section 2

“Detailed checklist for drawing up the recovery plan and for analyzing its coherence”

Section 3

“Protocol for conducting the negotiated settlement”

Section 4

“The training of experts”

Section 5

“The platform”

Section 6 - New

“Summary sheet on the professional profile of the expert”. This form, formed according to the model shown in Annex 4, is required by art. 13 c. 5 of the CCII as amended by Legislative Decree 83/2022, and has the funtion of facilitating the regional appointment commissions, or in any case the subjects responsible for appointing the independent expert, in the search for the most suitable professional profiles with respect to the needs of the individual company accessing the negotiated composition. In addition to this, four annexes are also provided, in turn concerning:

• Annex 1 "Instructions for formulating proposals to interested parties";
• Annex 2 "Online application";
• Annex 3 "Declaration of acceptance of the appointment of negotiated settlement expert";
• the new Attachment 4 "Summary professional profile of the expert".