Crowdfunding / crowdinvesting / crowdlending
FinTechs belonging to this category operate crowdfunding, crowdinvesting and crowdlending platforms on which money is raised to invest in various projects, mainly start-up companies and real estate projects.
Crowdfunding is not a defined financial service, but generally used to describe donation-based crowdfunding (the investor donates the money to the project), reward-based crowdfunding (the investor receives an often symbolic consideration for his investment), equity-based crowdfunding (crowdinvesting: the investor participates in the profits of the financed project or acquires shares or debt instruments) or lending-based crowdfunding (crowdlending: the investor is reimbursed at the end of the project with or without interest).
Attitude of the country towards crowdfunding, crowdinvesting and crowdlending platforms
The Italian regulators recognised the potential benefits of crowdfunding such as reducing the costs of financial intermediation services, encouraging the diversification of families’ and institutional investors’ portfolios, and increasing the possibilities for families and small businesses to obtain credit. Nonetheless regulators highlighted that this may also lead to credit offers to entities that are not creditworthy, also because crowdfunding platforms are not incentivised to properly select the entities receiving the money. This may lead, ultimately, to an increase of the overall systematic risk of economy. In addition, the use of digital means may not grant proper transparency towards consumers.
The regulation on such services is evolving and it is likely that regulators will continue to pay particular attention to the activities of the operators in the market.
Obligations and requirements to provide crowdfunding, crowdinvesting and crowdlending platforms described above
Under Italian law, only crowdinvesting is specifically regulated under Section 50-quinquies TUF and under Section 100-ter TUF. In particular, Section 50-quinquies provides the general rules governing the conditions to be met in order to provide the service of management of portals for the venture capital fundraising for small/medium businesses and social firms. Only offering to the public of financial instruments issued by small/medium businesses, social firms, collective investment schemes or other companies mainly investing in small/medium businesses may be carried out via crowdinvesting portals. However, pursuant to 2018 Budget Law (Law no. 145/2018), debt instruments can also be offered via crowdinvesting portals, to the extent that the offer is carried out in a separate area of the portal and the offer is addressed only to professional investors and other specific categories of investors identified by CONSOB (the relevant implementing regulations have still to be published).
These rules are also integrated by CONSOB’s Regulation no. 18592/2013 on the venture capital fundraising by means of online portals, as recently amended in 2018 upon a public consultation launched in 2017 (the Crowdfunding Regulation). In this regard, CONSOB amended this regulation in 2019 and 2020 in light of the innovations introduced by 2018 Budget Law.
Also, on 11 November 2021, the general framework for crowdfunding has been further enhanced due to the EU Directive 2020/1504 that amends MiFID II.
The management of online crowdinvesting portals is a restricted activity and therefore is subject to the prior authorization by the Bank of Italy, as long as banks are concerned, or by the CONSOB for investment companies and intermediaries. The crowdinvesting portals authorized in Italy are enrolled with a registry, which is publicly available on the CONSOB’s website.
Specifically, the Bank of Italy clarified that crowdlending platforms shall be authorized either as financial intermediaries, payment services institutions or electronic money institutions depending upon the specific characteristics of the provided services. Moreover, crowdlending platforms should remain a third party and acting independently, by only connecting creditors with recipients.
As mentioned above, donation-based crowdfunding and reward-based crowdfunding are not specifically regulated under Italian law. Indeed, the activity performed by such platforms does not generally constitute a financial service/activity. Therefore, generally speaking no license is required to provide donation-based and reward-based crowdfunding in Italy as long as no investment services/activities are concerned.
Additional comments regarding the legal situation for crowdfunding, crowdinvesting and crowdlending platforms or what FinTech’s must be aware of in this business area
Market size for crowdfunding, crowdinvesting and crowdlending platforms and biggest companies in this business area
Based on the last CONSOB Annual Report, in 2020, 46 equity crowdfunding platforms were registered in Italy (compared to 39 in 2019).
Additional comments regarding the economic situation for crowdfunding, crowdinvesting and crowdlending platforms or what FinTech’s must be aware of in this business area