Late invoices between businesses: Legislative Decree 231/2002

Sara's SRL makes packaging for a food manufacturer. An invoice of 6,100 € fell due on 31 March 2026 and was paid on 30 June. The customer considers the matter closed. Sara's accountant does not: the decree on commercial transactions gives the SRL 154.36 € of interest for those 91 days plus a flat 40 € for recovery costs, with no reminder required.

Which transactions the decree covers

Article 1 of the decree applies its rules to every payment made as consideration in a commercial transaction. Two kinds of payment are excluded: debts subject to insolvency proceedings opened against the debtor, including restructuring procedures, and payments made as compensation for damage, including those made by an insurer.

Article 2 defines commercial transactions as contracts, however named, between businesses or between businesses and public administrations, which lead exclusively or mainly to the supply of goods or services against payment of a price. The name the parties give their contract does not matter; its content does.

That definition is wider than everyday usage. A self-employed professional may not think of himself as an entrepreneur, yet when he invoices a company for his services, the transaction is commercial and the decree applies. When he invoices a private client, it does not, and the first module's rules apply instead.

The rules described here are those introduced by Legislative Decree 192 of 2012. The update notes on the Gazzetta Ufficiale state that they apply to commercial transactions concluded from 1 January 2013. Contracts older than that follow the decree's earlier wording, which this course does not cover.

When payment is due

Article 4 sets the statutory payment periods, which apply when the contract says nothing else. The main rule is thirty days from the date on which the debtor receives the invoice or an equivalent request for payment. Requests to correct or complete the invoice on formal points do not affect that date.

• Thirty days from receipt of the goods or performance of the services, when the date of receipt of the invoice is uncertain
• Thirty days from receipt of the goods or performance of the services, when the invoice arrived before them
• Thirty days from acceptance or verification, when the law or the contract provides one and the invoice arrived no later than that date

Between businesses the parties may agree a longer term. Terms above sixty days must be agreed expressly, must not be grossly unfair to the creditor under article 7, and the clause must be proved in writing. A longer term buried in general conditions, never discussed, is exposed to challenge.

With a public administration as debtor, the parties may agree a longer term only expressly and when it is objectively justified by the particular nature or features of the contract. Even then the term may not exceed sixty days, and the clause must be proved in writing. The periods are doubled for certain public undertakings and public health bodies.

Two further rules complete article 4. A procedure to verify conformity of goods or services may last no more than thirty days from delivery, unless expressly agreed otherwise and not grossly unfair. And where payment is by instalments, interest and compensation are computed only on the instalments actually overdue.

The date of receipt of the invoice is therefore the key date. For electronic invoices, the Agenzia delle Entrate explains that the delivery receipt sent by the exchange system to the sender contains the date on which the recipient received the file. Keep that receipt with each invoice: it is the most solid evidence of when the thirty days began.

Interest runs without a reminder

Here the decree departs sharply from the Civil Code. Article 4 provides that late-payment interest runs, without any need to put the debtor in default, from the day after the payment term expires. No letter, no demand, no formal notice: the calendar alone triggers the interest.

Article 3 states the debtor's liability. The creditor is entitled to late-payment interest on the amount owed, unless the debtor shows that the delay was caused by the impossibility of paying for a reason not attributable to him. Cash-flow difficulties are the debtor's own affair; the exemption is narrow.

The amount owed is defined broadly. Article 2 describes it as the sum that should have been paid by the contractual or statutory term, including the taxes, duties, levies or charges shown on the invoice. Interest therefore runs on the whole invoice total, VAT included, not on the net amount.

The rate: reference rate plus eight points

Article 2 defines statutory late-payment interest as simple interest, on a daily basis, at a rate equal to the reference rate plus eight percentage points. The reference rate is the rate applied by the European Central Bank to its most recent main refinancing operations.

Article 5 fixes which reference rate applies. For the first half of the year in which the delay occurs, it is the rate in force on 1 January; for the second half, the rate in force on 1 July. The Ministry of Economy and Finance publishes it in the Gazzetta Ufficiale on the fifth working day of each half-year.

Adding the eight points gives the statutory late-payment rate for each half of 2026: 2.15 + 8 = 10.15 per cent a year for days late between January and June, and 2.40 + 8 = 10.40 per cent a year for days late between July and December. A delay across 1 July uses both rates.

The decree lets businesses agree a different rate between themselves, within the limits of article 7. Without such an agreement, the statutory rate applies automatically. With a public administration, the text of article 5 opens that possibility only to transactions between businesses.

The flat 40 euros and recovery costs

Interest is not the only sum due. Article 6 gives the creditor the right to reimbursement of the costs incurred in recovering sums not paid on time. In addition, the creditor is owed a flat amount as compensation for damage, again without any need to put the debtor in default.

The flat amount is a floor, not a ceiling. The decree reserves the creditor's right to prove a greater loss, which may include the cost of professional assistance in recovering the debt. A creditor who instructs a lawyer or a collection agency can seek those costs on top of the forty euros, with evidence.

Clauses that do not hold

Article 7 protects all these rights against the contract itself. Clauses on the payment term, the late-payment rate or compensation for recovery costs are null when they are grossly unfair to the creditor, whatever their form. The judge declares the nullity, even of his own motion, looking at all the circumstances.

• A clause excluding late-payment interest is grossly unfair, and no contrary proof is admitted
• A clause excluding compensation for recovery costs is presumed grossly unfair
• Where the creditor is an SME, a payment term above sixty days is presumed grossly unfair, unless all parties are SMEs
• With a public administration as debtor, a clause fixing or changing the date of receipt of the invoice is null

The SME rule deserves attention because it reverses the balance of a common negotiation. A small supplier pressed by a large customer to accept ninety days can rely on a presumption that such a term is grossly unfair. The presumption falls away only when every party to the contract is itself an SME.

Nullity does not leave a gap in the contract. Article 7 applies articles 1339 and 1419, second paragraph, of the Civil Code: clauses imposed by law are inserted by right in place of differing ones, and void clauses do not bring down the contract when mandatory rules replace them by right.

The judge weighs the circumstances named by the decree: a serious departure from commercial practice contrary to good faith, the nature of the goods or services, and whether there were objective reasons to depart from the statutory rate, terms or flat amount. A clause that is merely unusual is not automatically null.

Claiming what is owed

The rights exist without any formality, but they still have to be asked for. A good claim letter states the invoice, its date of receipt, the due date, the days late in each half-year, the rate applied to each and the resulting interest, plus the flat forty euros. The debtor must be able to check every figure.

Documents make the claim. Keep the contract or the order with any agreed term, the SdI delivery receipt showing when the invoice was received, and the bank statement showing when payment arrived. With those three dates the computation is beyond argument, and the debtor's room to dispute it shrinks accordingly.

If the matter goes to court, the first module's rule on the court claim meets this one. For a commercial transaction the statutory rate is already the late-payment rate of the decree, so the claim changes nothing in the arithmetic. For a non-commercial debt, it is precisely the moment when the higher rate starts.