I Minibond are debt financial instruments designed for SMEs that want to raise capital as an alternative to bank credit even if they are not listed on the stock exchange. They represent an alternative source of financing that offers companies the opportunity to diversify their sources of supply and access capital with medium- to long-term maturities.

From 2019, the crowdfunding platforms can host Minibond placement campaigns with a wide audience, making this instrument even more accessible to businesses.

In this article we delve into how Minibonds work, when they can be useful, and why to choose the crowdfunding for Minibonds.

What are minibonds and what are they for?

The term "Minibond" refers to. bonds, debt securities or promissory notes issued by non-financial companies that do not normally access regulated markets. Thus, they are debt securities that enable the issuing company to obtain liquidity from private investors, committing to return it with interest within a defined maturity. 

The definition of "mini" comes from the fact that, unlike traditional bonds, these debt securities must have amount of less than 50 million euros overall.

Thus, the legal nature is that of a debt security that gives the subscriber (the investor) the right to repayment of the invested principal at a given maturity and the right to receive periodic interest payments (coupons).

We summarize the Basic characteristics of Minibonds.

Duration: medium- to long-term instruments, generally 3 to 7 years.

Eligible subjects: listed or unlisted LLCs or SPSs, not micro enterprises and not financial companies.

Yield: payment of periodic interest at a fixed or variable rate and repayment of principal at maturity.

Methods of reimbursement: bullet, which provides for repayment of the entire principal in a lump sum on the maturity date, or amortizing, with a plan for gradual repayment of principal over the life of the security.

Cutting the issue: less than 50 million euros. Offerings on crowdfunding platforms must comply with the limits imposed by the Europe ECSP Regulation. 

Introduced in Italy with the Development Decree of 2012 (Art. 32 DL 83/2012), Minibonds stand as a simplified form of bond issue. The objective of introducing this instrument is to provide especially small and medium-sized Italian companies with an alternative to decrease dependence on bank credit and facilitate access to capital, which is often difficult for these businesses.

Capital raised typically is used for: 

• Investments 
• Commercial expansion
• Extraordinary transactions such as acquisitions
• Internationalization
• Debt refinancing.

Which enterprises need Minibonds

Technically, Minibonds can be issued by any firm that is not a microenterprise or financial company, listed or unlisted. In practice, however, Minibonds represent a Strategic leverage especially for unlisted SMEs, with good growth prospects, but which struggle to access bank credit due to capital constraints or lack of collateral and cannot raise capital in regulated markets. These are often companies active in mature or expanding sectors, with solid business plans and good financial strength.

That is, minibonds prove to be particularly suitable for precisely those companies that are in a "transition phase": they are too large or have growth plans that are too ambitious to rely solely on traditional bank credit or equity capital, but at the same time are not yet sized or ready to deal with the complexities and burdens of an equity listing (IPO) on a main market.

They are also suitable for family businesses that want to remain independent, avoiding the sale of company shares, or for entities that are launching a new line of business and wish to finance it separately.

Minibonds, on the other hand, are less suitable for early stage startups, given the difficulty of offering credible returns and guarantees in the absence of a financial history.

The benefits for businesses

• Diversification of funding sources
• Direct access to the capital market 
• Less restrictive admission criteria than bank credit
• No report in the Central Credit Bureau, unlike bank debts
• Stability of conditions, which cannot be changed by investors
• Visibility and better reputation with investors, banks, customers
• Opportunity to connect with useful investors for the company's growth
• Simplified and subsidized tax system And deduction of interest expense and expenses incurred in issuing
• Improvement of corporate financial culture and maturation of business plan and processes
• Ability to access a simplified stock exchange listing of minibonds, for example on Extra Mot Pro3, a specific and simplified platform created by Borsa Italiana for the listing and exchange of Minibonds.

How Minibonds are issued

L'issuance of a Minibond follows a procedure that, while simplified compared to that of traditional bonds, requires some essential steps:

• Preliminary analysis Of debt sustainability and corporate cash flows.
  
• Choice of advisors: typically a financial advisory firm to determine the terms of the transaction most suitable and convenient for the company, an attorney to arrange the correct documentation, and a arranger authorized for placement with investors. Some firms also choose to have their creditworthiness assessed by a rating agency, but this is not a mandatory step.
• Review of the business plan.
  
• Definition of the terms of the minibond: amount, duration, interest rate, any collateral or convenants, amortization schedule.
  
• Placement of the security. The arranger either presents the offer to potential investors or the offer is posted on an online crowdfunding portal. Starting in 2020, in fact, equity crowdfunding platforms with specific authorization issued by Consob can also place Minibonds. Previously, however, only banks, SIMs and investment firms could do so.
• Possible Minibond listing.

The entry into force of the European ECSP Regulation has opened the underwriting of Minibonds issued by spas also to the unsophisticated investorswhereas previously for both LLCs and spas it was reserved for sophisticated or professional investors unless specific requirements were met.

Crowdfunding for Minibonds: how online placement works

With the Budget Law of 2019, the possibility of Place Minibonds through equity crowdfunding platforms. Who have received permission from Consob to operate as arranger. This step marks an important turning point: SMEs can now issue Minibonds more easily and offer them to a wider and more diverse audience, with the ability to manage the entire process digitally and transparently. 

The platforms carry out a process of selection and due diligence just as with regular crowdfunding campaigns, assessing the candidate company's creditworthiness and prospects for the future.

The advantages of placing Minibonds on crowdfunding platforms are many:

• Simplified access With platform consulting support for documentation and verification of requirements
• Less external consulting costs
  
• Increased visibility For the enterprise and its project thanks to the online audience
  
• Flexibility in the structure of the Minibond
• Increased attractiveness to investors, thanks to the simplicity of online investing.

Currently, as of 2025, there are only three platforms active in Minibond placement in Italy: CrowdFundMe, Fundera, and Opstart.

The Minibond Market in Italy

L'Minibond Observatory of the Politecnico di Milano analyzes the state of the Minibond industry every year, dealing with both those placed through crowdfunding platforms and those placed through traditional channels:

• After a sharp thud in 2023, in 2024 the placement of Minibonds has rebounded, although without returning to the record levels of 2022. In contrast, placement on crowdfunding platforms, which had risen 34% in the 2023-2024 period, appears to have declined in the 2024-2025 period.
• In 2024, 178 enterprises, including 105 SMEs and the rest large enterprises, issued Minibonds for a total of 1.5 billion raised. The growth in collection volume, however, is attributable more to large enterprises than to SMEs. 
• Most of the companies involved in these issues operate in the manufacturing sector and are located in Lombardy.
• 7% of the Minibonds issued were listed on a regulated market.
• The interest rate averages 9.04% for the fixed rate and 6.89% for the variable rate.

This picture points to an instrument that is creating its own role among the modes of financing for businesses, but has yet to express its full potential. From the perspective of crowdfunding for Minibonds, it will need to be observed whether other platforms that have applied for and been granted authorization will actually become operational, expanding activity in this segment.