Securitisation transactions: what’s next after receivables, and do taxes play a role?

A report on a session at the IBA’s 15th Annual London Finance and Capital Markets Conference held on 26 and 27 January 2026 

Chair
Bernadette Accili, Accili Tax & Law, Milan

Panellists
Adam Blakemore, Cadwalader Wickersham & Taft, London
Paul D Carman, Chapman, Chicago
Michel Collet, CMS Francis Lefebvre, Paris
Ailish Finnerty, Arthur Cox, Dublin
Rebeca Rodríguez, Cuatrecasas, Madrid
Ayzo Van Eysinga, AKD, Luxembourg City

Reporter
Javier Calle, Cuatrecasas, Madrid

Introduction

This panel discussion brought together experts from multiple jurisdictions to examine the tax considerations shaping securitisation across Italy, the United States, Spain, France, Ireland, Luxembourg and the United Kingdom. The conversation covered the types of vehicles used, the tax treatment, the advantages and limitations applicable to each jurisdiction and the emerging challenges posed by the European Union’s Anti-Tax Avoidance Directives (ATAD).

Italy: special purpose vehicle (SPV) structures for real estate, mobile assets and energy

The panel opened with an overview of the Italian securitisation framework provided by Bernadette Accili. She explained that Italy’s general securitisation law dates back to 1999 and was originally designed for non-performing loans (NPLs). Since 2019, however, securitisation vehicles have been increasingly used for other asset classes, including real estate, registered mobile assets, such as cars and boats, and energy projects. Typically, the Italian SPV acquires a portfolio of assets and finances the acquisition through the issuance of notes to investors. 

She pointed out that, from a tax perspective, the Italian structure is efficient. Although the SPV is in principle a taxable entity, official guidelines from the Italian tax authorities provide that all income items related to the securitisation are excluded from taxable income until full repayment of the notes at maturity. In practice, there is typically nothing left after note repayment, so no tax is ever due at the vehicle level. On the distribution side, interest payments on notes issued by the SPV benefit from a broad exemption for non-Italian investors resident in white-listed countries, resulting in no withholding tax being applicable. This tax treatment applies regardless of the nature of the underlying assets. 

Accili highlighted that securitisation vehicles are emerging as an attractive alternative to Italian real estate funds, which, while also largely tax exempt at the fund level, are regulated vehicles managed by entities subject to Bank of Italy supervision. The securitisation SPV is unregulated and offers a slightly broader withholding tax exemption for foreign investors compared to real estate funds. Nonetheless, real estate funds remain preferred by many market participants due to their established track record.

US: taxable mortgage pools (TMPs), real estate mortgage investment conduits (REMICs), tenancies in common and Delaware statutory trusts

Paul D Carman focused the US discussion on four distinct structures for real estate securitisation. First, he addressed TMPs, a regime created by Congress approximately 40 years ago to curtail abusive practices in mortgage securitisation. Under the TMP rules, the residual interest is treated as a corporation for US tax purposes, which is generally viewed unfavourably. 

He mentioned that the preferred alternative is the REMIC, which closely resembles a classic securitisation structure. Regular interest issued by REMICs are treated as debt without the need for a separate debt–equity tax analysis, while the residual interest is subject to restrictions and cannot be held by a tax-exempt entity or a foreign person. REMICs are often formed as trusts but are not required to be. 

Carman then turned to tenancies in common (TICs), a common law concept that has been scaled up for commercial real estate transactions. While the US Internal Revenue Service (IRS) issued a revenue procedure limiting TICs to 35 co-owners, this is not a binding precedent, and some transactions deviate from the guidance. The key limitation is that co-owners must not provide more than customary services to the real estate tenants; otherwise, the arrangement is reclassified as a taxable partnership or corporation. To address this, a master–tenant structure has evolved, whereby the co-owners enter into a long-term lease with a master tenant who then provides services and sub-leases the property. 

Finally, Carman pointed out that the Delaware statutory trust (DST) wraps the same TIC concept into a trust vehicle, benefiting from Delaware’s flexible statutory framework. There is no limitation on the number of certificate holders, but the same restrictions on customary services apply, often leading to the use of a master–tenant sub-tenant structure. 

Ireland: Section 110 companies for European receivables

The discussion then shifted to Ireland’s role as an issuer jurisdiction for European real estate receivable securitisations. 

Ailish Finnerty explained that Ireland's Section 110 company is the vehicle of choice: an unregulated, quickly established entity that has been used for securitisations of receivables from France, Germany, the Netherlands, Greece, Italy and Spain. In a typical structure, a warehouse SPV acquires mortgage certificates from a Spanish bank, which are then dropped into a Spanish securitisation fund (FT) in exchange for FT bonds and is subsequently sold to the Irish issuer SPV that raises funding on the public markets. 

She stated that, from an Irish tax perspective, Section 110 companies benefit from a deduction for interest paid on profit participating notes (PPNs), which effectively strips out taxable profits from the SPV. There are a wide range of withholding tax exemptions for treaty residents, a value-added tax (VAT) exemption on management services and compliance with interest limitation rules is typically achieved through the single company or group exception for unconsolidated SPVs. 

Spain: the role of the Spanish FT and the beneficial ownership issue

Rebeca Rodríguez explained that FT structures became prevalent after the financial crisis. Spanish banks selling NPLs usually structure their sale through mortgage transfer and participation certificates (CTHs/PHs), securities whose issuance and transfer are exempt from stamp duty. Furthermore, the Spanish FT benefits from a specific corporate tax exemption from withholding on all income received by the fund.

She also argued that the FT structures may not be the only viable route. The beneficial ownership analysis supports the position that a warehouse SPV can itself be the beneficial owner of interest received, based on the absence of a specific beneficial ownership requirement in regard to domestic Spanish exemptions, the recognition of these transactions under EU securitisation regulation, Organisation for Economic Co-operation and Development (OECD) commentary (particularly Example L) and the principle of non-discrimination under EU law. 

France: FCT vehicles 

Michel Collet described France as an ‘issuer country’ with a significant stock of debt, primarily driven by residential mortgage-backed securities (RMBSs) and covered bonds. The securitisation mutual fund (Fonds Commun de Titrisation or FCT) is the most commonly used vehicle: a regulated, tax-transparent fund where no corporate tax is due at the vehicle level and distributions retain the character of interest for tax purposes. There is a general exemption from withholding tax on interest paid to non-residents, no stamp duty on debt transfers and a VAT exemption on debt management services. One notable issue in France is the banking monopoly rule, under which only banks may extend financing. However, an exception exists for FCTs used in mortgage-backed securities (MBS) and commercial mortgage-backed securities (CMBS) transactions. 

Luxembourg: compartments, flexibility and interest deduction challenges

Ayso Van Eysinga remarked that Luxembourg’s success as a securitisation jurisdiction is attributed to its broad interpretation of what can be securitised, the ability to create compartments within a single vehicle and the supportive regulatory environment. Luxembourg securitisation vehicles benefit from exemptions on net wealth tax and VAT, and the key tax mechanism is a deduction for commitments to investors, whether structured as interest or dividends. 
However, he pointed out that interest deduction limitation rules under the ATAD present challenges. While a safe harbour of €3m and exemptions for entities earning primarily interest income can mitigate the issue, the rules around ‘associated enterprises’ and management control create complexity, particularly where a servicer or noteholder may be deemed to exercise control over the SPV. 

UK: a regime under pressure

Adam Blakemore explained that the UK securitisation regime, now 20 years old, was designed around a simple principle: taxing the securitisation company only on retained profits, with generous deductions and exemptions from withholding tax on listed notes. However, His Majesty’s Revenue and Custom’s (HMRC) evolving interpretation of what constitutes ‘investing activities’ versus ‘trading’ has created friction, particularly for transactions involving the active management of loan portfolios, regulatory originators in the collateralised loan obligation (CLO) market and forward sales of loans. Blakemore noted that while the UK regime works well in isolation, its interaction with other tax regimes in complex, multi-jurisdictional transactions can be difficult.