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S.I. No. 326/2026 - European Union (Capital Requirements) (Amendment) Regulations 2026

S.I. No. 326/2026 - European Union (Capital Requirements) (Amendment) Regulations 2026 Skip to content Disclaimer Feedback Helpdesk Gaeilge Léim go dtí an t-ábhar Séanadh Aiseolas Deasc chabhrach English Gaeilge English Produced by the Office of the Attorney General Táirgthe ag Oifig an Ard-Aighne Home Legislation Acts of the Oireachtas Statutory Instruments Pre-1922 Legislation Constitution External Resources Bills (Houses of the Oireachtas) Iris Oifigiúil / Official Gazette Revised Acts (LRC) Classified List of Legislation (LRC) Translations (acts.

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  3. s)or rangeBliain nó blianta nó raon TypeCineál All Legislation Acts Statutory Instruments Advanced SearchCuardach Casta HomeBaile Statutory InstrumentsIonstraimí Reachtúla 2026 S.I. No. 326/2026 - European Union (Capital Requirements) (Amendment) Regulations 2026 S.I. No. 326/2026 - European Union (Capital Requirements) (Amendment) Regulations 2026 AmendmentsLeasuithe Download PDF Íoslódáil PDF Notice of the making of this Statutory Instrument was published in “Iris Oifigiúil” of 14th July, 2026. Table of Contents PART 1 Preliminary 1. Citation 2. Definition PART 2 Amendment of Principal Regulations 3. Amendment of Regulation 3 of Principal Regulations 4. Amendment of Regulation 9A of Principal Regulations 5. Review of parent undertaking 6. Amendment of Regulation 9B of Principal Regulations 7. Amendment of Regulation 9D of Principal Regulations 8. Excluding exempt undertakings from perimeter of consolidation 9. Amendment of Regulation 9G of Principal Regulations 10. Insertion of Chapter 1C in Part 3 of Principal Regulations 11. Amendment of Regulation 14 of Principal Regulations 12. Amendment of Regulation 15 of Principal Regulations 13. Amendment of Regulation 19 of Principal Regulations 14. Insertion of Chapter 3 in Part 3 of Principal Regulations 15. Insertion of Chapter 4 in Part 3 of Principal Regulations 16. Insertion of Chapter 5 in Part 3 of Principal Regulations 17. Amendment of Regulation 53 of Principal Regulations 18. Amendment of Regulation 54 of Principal Regulations 19. Amendment of Regulation 55 of Principal Regulations 20. Amendment of Regulation 58 of Principal Regulations 21. Amendment of Regulation 60 of Principal Regulations 22. Amendment of Regulation 61 of Principal Regulations 23. Amendment of Regulation 64 of Principal Regulations 24. Amendment of Regulation 65 of Principal Regulations 25. Amendment of Regulation 66 of Principal Regulations 26. Amendment of Regulation 67

(1)of Principal Regulations
  1. Amendment of Regulation 69 of Principal Regulations
  2. Amendment of Regulation 71 of Principal Regulations
  3. Amendment of Regulation 73 of Principal Regulations
  4. Environmental, social and governance risk
  5. Amendment of Regulation 76 of Principal Regulations
  6. Amendment of Regulation 79 of Principal Regulations
  7. Amendment of Regulation 79A
(1)of Principal Regulations
  1. Amendment of Regulation 79B of Principal Regulations
  2. Amendment of Regulation 79C of Principal Regulations
  3. Amendment of Regulation 79D of Principal Regulations
  4. Amendment of Regulation 79E of Principal Regulations
  5. Amendment of Regulation 79G of Principal Regulations
  6. Suitability assessment
  7. Key function holders and suitability assessment
  8. Amendment of Regulation 80 of Principal Regulations
  9. Amendment of Regulation 82 of Principal Regulations
  10. Amendment of Regulation 85 of Principal Regulations
  11. Amendment of Regulation 86 of Principal Regulations
  12. Amendment of Regulation 88 of Principal Regulations
  13. Amendment of Regulation 89
(2)of Principal Regulations
  1. Amendment of Regulation 92 of Principal Regulations
  2. Amendment of Regulation 92A of Principal Regulations
  3. Amendment of Regulation 92B of Principal Regulations
  4. Amendment of Regulation 94 of Principal Regulations
  5. Scope of application to investment groups
  6. Amendment of Regulation 109 of Principal Regulations
  7. Amendment of Regulation 123 of Principal Regulations
  8. Amendment of Regulation 123B
(2)of Principal Regulations
  1. Amendment of Regulation 123G of Principal Regulations
  2. Amendment of Regulation 123J of Principal Regulations
  3. Amendment of Regulation 123K of Principal Regulations
  4. Amendment of Regulation 130 of Principal Regulations PART 3 Amendment of other Enactments
  5. Amendment of Central Bank Act 1942
  6. Amendment of Central Bank Act 1971
  7. Amendment of Regulation 28
(2)of European Union (Deposit Guarantee Schemes) Regulations 2015 I, SIMON HARRIS, Minister for Finance, in exercise of the powers conferred on me by section 3 of the European Communities Act 1972 (No. 27 of 1972) and for the purpose of giving further effect to Directive 2013/36/EU of the European Parliament and of the Council of 26 June 20131 , as amended by Directive (EU) 2024/1619/EU of the European Parliament and of the Council of 31 May 20242 , hereby make the following regulations: PART 1 Preliminary Citation
  1. These Regulations may be cited as the European Union (Capital Requirements) (Amendment) Regulations
  2. Definition
  3. In these Regulations, “Principal Regulations” means the European Union (Capital Requirements) Regulations 2014 ( S.I. No. 158 of 2014 ). PART 2 Amendment of Principal Regulations Amendment of Regulation 3 of Principal Regulations
  4. Regulation 3
(1)of the Principal Regulations is amended – (a) by the insertion of the following definitions: “ ‘chief financial officer’ means the person with overall responsibility for the financial resources management, financial planning and financial reporting of an institution; ‘climate neutrality’ means the overall objective of achieving climate neutrality by 2050 as set out in Article 2
(1)of Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 20213 ; ‘crypto-asset’ means a crypto-asset as defined in Article 3
(1), point
(5), of Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 20234 that is not a central bank digital currency; ‘Directive 2015/849’ means Directive 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council, and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC5 , as amended by— (
  1. a)Directive (EU) 2018/843 of the European Parliament and of the Council of 30 May 20186 ; (
  2. b)Directive (EU) 2019/2177 of the European Parliament and of the Council of 18 December 20197 ; (
  3. c)Regulation (EU) 2023/1113 of the European Parliament and of the Council of 31 May 20238 ; (
  4. d)Directive (EU) 2024/1640 of the European Parliament and of the Council of 31 May 20249 ; ‘environmental, social and governance risk’ or ‘ESG risk’ means environmental, social and governance risk as defined in Article 4
(1), point
(52d), of the Capital Requirements Regulation; ‘eligible capital’ means eligible capital as defined in Article 4
(1), point
(71), of the Capital Requirements Regulation; ‘heads of internal control functions’ means the persons at the highest hierarchical level responsible for effectively managing the day-to-day operation of the internal control functions of an institution; ‘internal control functions’ means risk management, compliance and internal audit functions; ‘key function holders’ means the persons who have significant influence over the direction of an institution but are not members of the management body, including the heads of internal control functions and the chief financial officer, where those heads or that officer are not members of the management body; ‘management body in its management function’ means the management body acting in its role of directing an institution and includes the persons who effectively direct the business of the institution; ‘large institution’ means large institution as defined in Article 4
(1), point
(146), of the Capital Requirements Regulation;”, (
  1. b)in the definition of “Capital Requirements Directive” – (
  2. i)in paragraph (d), by the substitution of “and amending Directives 2009/138/EC and 2013/36/EU,” for “and amending Directives 2009/138/EC and 2013/36/EU, and”, (
  3. ii)in paragraph (e), by the substitution of “capital conservation measures,” for “capital conservation measures;”, and (iii) by the insertion of the following paragraphs after paragraph (e): “(
  4. f)Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 201910 on the prudential supervision of investment firms and amending Directives 2002/87/EC, 2009/65/EC, 2011/61/EU, 2013/36/EU, 2014/59/EU and 2014/65/EU, (
  5. g)Directive (EU) 2021/338 of the European Parliament and of the Council of 16 February 202111 amending Directive 2014/65/EU as regards information requirements, product governance and position limits, and Directives 2013/36/EU and (EU) 2019/878 as regards their application to investment firms, to help the recovery from the COVID-19 crisis, (
  6. h)Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 202312 on markets in crypto-assets, and amending Regulations (EU) No 1093/2010 and (EU) No 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937, (
  7. i)Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 202313 amending certain Directives as regards the establishment and functioning of the European single access point, and (
  8. j)Directive (EU) 2024/1619 of the European Parliament and of the Council of 31 May 202414 amending Directive 2013/36/EU as regards supervisory powers, sanctions, third-country branches, and environmental, social and governance risks;”, (
  9. c)in the definition of “Directive 2002/87/EC” – (
  10. i)by the substitution of the following paragraph for paragraph (h): “(
  11. h)Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 201915 ,”, (
  12. ii)by the insertion of the following paragraph after paragraph (h): “(
  13. i)Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 202316 ;”, (
  14. d)in the definition of “Directive 2009/65/EC” – (
  15. i)by the substitution of the following paragraph for paragraph (g): “(
  16. g)Directive (EU) 2019/2034 of the European Parliament and of the Council of 20 June 201917 ,”, (
  17. ii)by the substitution of the following paragraph for paragraph (h): “(
  18. h)Directive (EU) 2019/2162 of the European Parliament and of the Council of 27 November 201918 ,”, and (iii) by the insertion of the following paragraphs after paragraph (h): “(
  19. i)Directive (EU) 2021/2261 of the European Parliament and of the Council of 15 December 202119 , and (
  20. j)Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 202320 ;”, (
  21. e)by the substitution of the following definition for the definition of “internal approaches”: “ ‘internal approaches’ means the – (
  22. a)internal ratings based approach referred to in Article 143
(1), (
  1. b)internal model approach referred to in Article 221, (
  2. c)internal model method referred to in Article 283, (
  3. d)alternative internal model approach referred to in Article 325az, and (
  4. e)internal assessment approach referred to in Article 265
(2), of the Capital Requirements Regulation”, and (
  1. f)by the substitution of the following definition for the definition of “senior management”: “ ‘senior management’ means those natural persons who exercise executive functions within an institution and are directly accountable to the management body but are not members of that body, and who are responsible for the day-to-day management of the institution under the direction of the management body;”. Amendment of Regulation 9A of Principal Regulations 4. Regulation 9A of the Principal Regulations is amended – (
  2. a)by the substitution of the following paragraph for paragraph
(2): “
(2)Subject to Regulation 9D, where a financial holding company or mixed financial holding company established in the State that is not referred to in paragraph
(1)is – (
  1. a)required to comply with these Regulations or the Capital Requirements Regulation on a sub-consolidated basis, or (
  2. b)designated as responsible for ensuring the group’s compliance with prudential requirements on a consolidated basis as referred to in Regulation 9D
(1)(c), the financial holding company or mixed financial holding company concerned shall seek approval in accordance with this Chapter.”, and (b) in paragraph
(3)(b)(ii), by the substitution of “under Regulation 79” for “under Regulation 109 in relation to the qualification of directors”. Review of parent undertaking 5. The Principal Regulations are amended by the insertion of the following Regulation after Regulation 9A: “9AA.
(1)The Bank shall, on a regular basis, and in any event at least annually, review the parent undertakings of an institution in order to verify if that institution, the entity requesting an authorisation in accordance with section 9 of the Act of 1971, or the entity designated as responsible for ensuring the group’s compliance with prudential requirements on a consolidated basis (‘the designated entity’) has correctly identified any undertaking that complies with the criteria to be considered as a parent financial holding company, a parent mixed financial holding company, an EU parent financial holding company or an EU parent mixed financial holding company.
(2)For the purposes of paragraph
(1), where the parent undertakings are located in another Member State, the Bank shall cooperate with the competent authorities in those relevant Member States to conduct the review.
(3)The Bank shall publish on its website, and update on an annual basis, a list of financial holding companies and mixed financial holding companies that have been granted approval or exempted from approval in accordance with this Chapter.
(4)Where an exemption from approval has been granted, the list referred to in paragraph
(3)shall also indicate the designated entity.”. Amendment of Regulation 9B of Principal Regulations 6. Regulation 9B of the Principal Regulations is amended – (a) in paragraph
(1), by the substitution of the following subparagraph for subparagraph (a): “(
  1. a)subject to Regulations 9C and 9D, the approval or exemption from approval of a financial holding company or mixed financial holding company takes place concurrently with an assessment by the Bank under Regulation 15, 25A or 25B of an acquisition by that financial holding company or mixed financial holding company, as the case may be, and”, and (
  2. b)by the substitution of the following paragraph for paragraph
(2): “
(2)Where paragraph
(1)applies, the assessment period referred to in Regulation 14
(3)or 25C
(2), as the case may be, shall be suspended until the date on which the procedure for approval under this Chapter is complete.”. Amendment of Regulation 9D of Principal Regulations 7. Regulation 9D of the Principal Regulations is amended – (a) in paragraph
(1)(c), by the insertion of “or a subsidiary financial holding company or mixed financial holding company that has been granted approval in accordance with this Chapter” after “subsidiary credit institution”, and (b) by the insertion of the following paragraph after paragraph
(4): “
(5)Where approval or exemption from approval of a financial holding company or mixed financial holding company pursuant to this Regulation is refused, and the Bank is the consolidating supervisor, the Bank shall notify the applicant of the decision and the reasons therefor within four months of receipt of the application, or where the application is incomplete, within four months of receipt of the complete information required for the decision.”. Excluding exempt undertakings from perimeter of consolidation 8. The Principal Regulations are amended by the insertion of the following Regulation after Regulation 9D: “9DA. Without prejudice to Regulation 9D, the Bank, as consolidating supervisor, may, on a case by case basis, allow financial holding companies and mixed financial holding companies which are exempted from approval under Regulation 9D to be excluded from the perimeter of consolidation where all of the following conditions are satisfied: (
  1. a)the exclusion does not affect the effectiveness of the supervision of the subsidiary credit institution or of the group; (
  2. b)the financial holding company or mixed financial holding company has no equity exposures other than the equity exposure in the subsidiary credit institution or in the intermediate parent financial holding company or mixed financial holding company controlling the subsidiary credit institution; (
  3. c)the financial holding company or mixed financial holding company does not make substantial recourse to leverage and does not have exposures which are not related to its ownership in the subsidiary credit institution or in the intermediate parent financial holding company or mixed financial holding company controlling the subsidiary credit institution.”. Amendment of Regulation 9G of Principal Regulations 9. Regulation 9G of the Principal Regulations is amended – (
  4. a)in paragraph
(1)(c), by the insertion of “, Regulation 9DA,” after “Regulation 9D
(1)or
(4)”, (b) in paragraph
(2), by the insertion of “, Regulation 9DA,” after “Regulation 9D
(1)or
(4)”, (c) in paragraph
(3), by the insertion of “, Regulation 9DA,” after “Regulation 9D
(1)or
(4)”, (d) in paragraph
(4), by the insertion of “, Regulation 9DA,” after “Regulation 9D
(1)or
(4)”, and (e) by the insertion of the following paragraph after paragraph
(4): “(4A) Where a joint decision referred to in paragraph
(4)is reached and the Bank is not the consolidating supervisor, the Bank shall implement the joint decision or the joint decision shall apply directly in relation to a financial holding company or mixed financial holding company established in the State.”. Insertion of Chapter 1C in Part 3 of Principal Regulations 10. Part 3 of the Principal Regulations is amended by the insertion of the following Chapter after Chapter 1B: “Chapter 1C Third-Country Branches Commencement 9J. (
  1. a)This Chapter, other than Regulations 9X and 9Y, shall apply on and from 11 January 2027. (
  2. b)Regulations 9X and 9Y shall apply on and from the commencement of the European Union (Capital Requirements) (Amendment) Regulations 2026 (S.I. No. 326 of 2026). Definitions 9K. In this Chapter – ‘third-country branch’ means a branch established in the State by – (
  3. a)an undertaking which has its head office in a third-country, for the purpose of carrying out any of the activities referred to in Regulation 9L
(1), or (b) a credit institution which has its head office in a third-country; ‘head undertaking’ means an undertaking which has its head office in a third-country and which has established a third-country branch in the State, and the intermediate or ultimate parent undertakings of that undertaking, as applicable. Requirement to establish branch for provision of banking services by third- country branches 9L.
(1)Subject to Regulation 9P
(9), an undertaking established in a third-country shall apply for authorisation as a third-country branch in accordance with Regulation 9P, in order to commence or continue carrying out the following activities in the State: (a) any of the activities set out at reference numbers 2 and 6 of the Schedule by an undertaking established in a third-country that would qualify as a credit institution or that would fulfil the criteria set out in Article 4
(1), point
(1)(b), of the Capital Requirements Regulation if it were established in the Union; (b) the activity referred to at reference number 1 of the Schedule by an undertaking established in a third-country.
(2)Paragraph
(1)shall not apply where the undertaking established in a third-country provides a service or activity to a client or counterparty established or situated in the Union that is: (a) a retail client, an eligible counterparty, or a professional client within the meaning of Annex II, Sections I and II, to Directive 2014/65/EU of the European Parliament and of the Council of 15 May 201421 established or situated in the Union where such client or counterparty approaches an undertaking established in a third-country at its own exclusive initiative for the provision of any service or activity referred to in paragraph
(1); (
  1. b)a credit institution; (
  2. c)an undertaking of the same group as that of the undertaking established in a third-country.
(3)Without prejudice to paragraph
(2)(c), where a third-country undertaking solicits a client or counterparty, or a potential client or counterparty, referred to in paragraph
(2)(a), through an entity acting on its own behalf or having close links with such third-country undertaking or through any other person acting on behalf of such undertaking, it shall not be deemed to be a service provided at the own exclusive initiative of the client or counterparty, or of the potential client or counterparty.
(4)The Bank may require credit institutions and branches established in the State to provide it with any information that the Bank may consider necessary for the purposes of monitoring the services provided at the own exclusive initiative of a client or counterparty established or situated in the State where such services are provided by undertakings established in third countries that are part of the same group.
(5)An initiative by a client or counterparty as referred to in paragraph
(2)shall not entitle the third-country undertaking to market other categories of products, activities or services than those that the client or counterparty had solicited, other than through a third-country branch established in the State.
(6)Without prejudice to paragraph
(1), the establishment of a third-country branch shall not be required for any services, activities or products necessary for, or closely related to, the provision of the service, product or activity originally solicited by the client or counterparty, including where such closely related services, activities or products are provided subsequently to those originally solicited.
(7)The requirement laid down in paragraph
(1)shall not apply to services or activities listed in Annex I, Section A, to Directive 2014/65/EU of the European Parliament and of the Council of 15 May 201422 , including any accommodating ancillary services, such as related deposit taking or the granting of credit or loans the purpose of which is to provide services under that Directive.
(8)In order to preserve clients’ acquired rights under existing contracts, the requirement laid down in paragraph
(1)shall be without prejudice to existing contracts that were entered into before 11 July 2026. Prohibition of discrimination 9M. The Bank shall not apply to third-country branches, commencing or continuing to carry out their business, provision which results in a more favourable treatment than that accorded to branches of credit institutions having their head office in another Member State. Classification of third-country branches 9N.
(1)A third-country branch that meets one or more of the following conditions shall be classified as class 1: (
  1. a)the total value of the assets booked or originated by the third-country branch in the State is equal to or greater than €5 billion, as reported for the immediately preceding annual reporting period in Regulation 9X and 9Y; (
  2. b)the third-country branch’s authorised activities include taking deposits or other repayable funds from retail customers, provided that the amount of such deposits and other repayable funds is equal to or greater than 5 per cent of the total liabilities of the third-country branch or the amount of such deposits and other repayable funds exceeds €50 million; (
  3. c)the third-country branch is not a qualifying third-country branch within the meaning of Regulation 9O.
(2)Third-country branches that do not meet any of the conditions set out in paragraph
(1)shall be classified as class 2.
(3)The Bank shall update the classification of third-country branches as follows: (a) where a class 1 third-country branch ceases to meet the conditions set out in paragraph
(1), it shall immediately be considered as class 2; (b) where a class 2 third-country branch starts to meet one of the conditions set out in paragraph
(1), it shall be considered as class 1 only after a period of four months from the date on which it started to meet those conditions. Conditions for qualifying third-country branches 9O.
(1)Where the following conditions are met in relation to a third-country branch, that branch shall be regarded as a qualifying third-country branch for the purposes of this Chapter: (
  1. a)the head undertaking is established in a country that applies prudential standards and a supervisory oversight in accordance with the third-country’s banking regulatory framework that are at least equivalent to these Regulations and the Capital Requirements Regulation; (
  2. b)the supervisory authorities of the head undertaking are subject to confidentiality requirements that are at least equivalent to the requirements laid down in Regulations 50A, 50B and 51; (
  3. c)the head undertaking is established in a country that is not listed as a high-risk third-country that has strategic deficiencies in its anti-money laundering and counter-terrorist financing regime, in accordance with Article 9 of Directive (EU) 2015/849.
(2)The Commission may adopt, by means of implementing acts, decisions as to whether the conditions set out in paragraph
(1)(
  1. a)and (
  2. b)are met in relation to a third-country’s banking regulatory framework.
(3)Before adopting the decision referred to in paragraph
(2), the Commission may request the EBA’s assistance in accordance with Article 33 of Regulation (EU) No 1093/2010 to conduct an assessment of the relevant third-country’s banking regulatory framework and confidentiality requirements and to issue a report on the compliance of that framework and of those requirements with the conditions set out in paragraph
(1)(a) and (b).
(4)Upon receiving an application for authorisation in accordance with Regulation 9P, the Bank shall assess the conditions laid down in paragraph
(1)and Regulation 9N to classify the third-country branch as class 1 or class 2.
(5)Where the relevant third-country is not recorded in the EBA’s public register, maintained in accordance with Article 48b
(4)of the Capital Requirements Directive, the Bank shall request the Commission to assess the third-country’s banking regulatory framework and confidentiality requirements for the purposes of paragraph
(2), provided that the condition referred to in paragraph
(1)(c) is met.
(6)The Bank shall classify the third-country branch as class 1 pending the Commission’s adoption of a decision in accordance with paragraph
(2). Minimum conditions for authorisation of third-country branches 9P.
(1)A third-country undertaking that proposes to commence or continue the activities referred to in Regulation 9L
(1)in the State shall establish a branch in the State and shall apply to the Bank for a prior authorisation to establish a third-country branch before commencing or continuing those activities in accordance with this Chapter.
(2)Subject to paragraph
(4), the Bank may grant an authorisation where it is satisfied that the branch of the third-country undertaking complies with this Chapter.
(3)An application for authorisation under paragraph
(1)shall be in such form and contain such information as the Bank may from time to time determine and shall be accompanied by: (
  1. a)a programme of operations setting out the envisaged business; (
  2. b)the activities to be carried out amongst those referred to in Regulation 9L
(1); (c) the organisation and risk management of the branch in the State in accordance with Regulation 9T.
(4)The Bank shall only grant an authorisation under paragraph
(2)where, at a minimum, all of the following conditions are fulfilled: (
  1. a)the third-country branch meets the minimum regulatory requirements laid down in this Chapter; (
  2. b)the activities that the head undertaking seeks authorisation for in the State are covered by the authorisation that such head undertaking holds in the third-country where it is established and are subject to supervision in that third-country; (
  3. c)the supervisory authority of the head undertaking in the third- country has been notified of and provided with the application to establish a branch in the State, together with the accompanying documents referred to in paragraph
(3); (d) there are no reasonable grounds to suspect that the third-country branch would be used to commit or facilitate the commission of money laundering or terrorist financing within the meaning of Article 1 of Directive 2015/849.
(5)The Bank shall not grant an authorisation under paragraph
(2)for the purposes of the activities in Regulation 9L
(1)(b), unless it is satisfied that protection of deposits with the branch, corresponding to the protection provided by the European Union (Deposit Guarantee Schemes) Regulations 2015 ( S.I. No. 516 of 2015 ) is available to depositors.
(6)An authorisation granted by the Bank under paragraph
(2)shall provide that the third-country branch may only conduct the authorised activities within the State and expressly prohibits the third-country branch from offering or conducting those activities in other Member States on a cross-border basis, except for intragroup funding transactions concluded with other third-country branches of the same head undertaking and for transactions entered into on the basis of reverse solicitation of services in accordance with Regulation 9L.
(7)The Bank shall not grant an authorisation under paragraph
(2)unless it is satisfied that it is able to access all the necessary information on the head undertaking from the supervisory authorities of that head undertaking and to effectively coordinate its supervisory activities with those of the third-country’s supervisory authorities, in particular in periods of crisis or financial distress affecting the head undertaking, its group or the third-country’s financial system.
(8)For the purposes of assessing whether the condition set out in paragraph
(4)(d) is met, the Bank shall consult the authority responsible for the supervision of anti-money laundering or counter-terrorist financing in the Member State in accordance with Directive 2015/849 and obtain written confirmation that the condition is fulfilled before proceeding to authorising the third-country branch.
(9)The Bank may decide that the authorisations of third-country branches granted on or before 10 January 2027 shall remain valid, provided that the third-country branches that were granted those authorisations comply with the minimum requirements laid down in this Chapter.
(10)The Bank may impose conditions on an authorisation granted under paragraph
(2)where it is satisfied that the conditions are calculated to promote the orderly and proper regulation of financial service providers.
(11)The conditions referred to in paragraph
(4)may be amended, revoked or added to and conditions may be imposed in relation to an authorisation granted under paragraph
(2)from time to time by the Bank, if in the opinion of the Bank the amendment, revocation, addition or imposition is calculated to promote the orderly and proper regulation of financial service providers.
(12)The Bank shall endeavour to conclude administrative agreements or other arrangements with relevant third-country competent authorities before a third-country branch commences its activities in the State.
(13)The agreements referred to in paragraph
(12)shall be based on the model administrative arrangements developed by the EBA in accordance with Article 33
(5)of Regulation (EU) No 1093/2010.
(14)Paragraph
(12)shall not apply where the third-country branch is subject to stricter national requirements.
(15)The Bank shall submit information about any administrative agreements or other arrangements concluded with third-country competent authorities to the EBA without delay. Conditions for refusal or withdrawal of third-country branch’s authorisation 9Q.
(1)The Bank may refuse or withdraw the authorisation of a third-country branch where: (
  1. a)the third-country branch does not meet the requirements for authorisation in this Chapter; (
  2. b)the head undertaking or its group does not meet the prudential requirements that apply to it under the third-country law or there are reasonable grounds to suspect that it does not meet or that it will breach those requirements within the following 12 months.
(2)Where the circumstances referred to in paragraph
(1)(b) occur, the Bank shall require the third-country branch in question to promptly notify their third- country competent authority.
(3)In addition to the circumstances set out in paragraph
(1), the Bank may also withdraw the authorisation granted to a third-country branch where any of the following conditions are met: (
  1. a)the holder of the authorisation expressly renounces the authorisation; (
  2. b)the third-country branch does not make use of the authorisation within 12 months, or has ceased to engage in business for more than six months; (
  3. c)the third-country branch has obtained the authorisation through false statements or any other irregular means; (
  4. d)the third-country branch no longer meets the conditions for the granting of the authorisation or fails to inform the Bank of material developments in this respect; (
  5. e)the third-country branch can no longer be relied on to fulfil its obligations towards its creditors and, in particular, no longer provides security for the assets entrusted to it by its depositors; (
  6. f)the third-country branch commits one of the contraventions referred to in Regulation 55
(3); (
  1. g)there are reasonable grounds to suspect that money laundering or terrorist financing within the meaning of Article 1 of Directive 2015/849 is being or has been committed or attempted in connection with the third-country branch, its head undertaking or its group, or that there is an increased risk of money laundering or terrorist financing being committed or attempted in relation to the third-country branch, its head undertaking or its group; (
  2. h)the third-country fails to comply with the conditions imposed on the authorisation under Regulation 9P
(10).
(4)For the purpose of assessing whether the condition set out in paragraph
(3)(g) is met, the Bank shall consult the authority responsible for the supervision of anti-money laundering or counter-terrorist financing in the State in accordance with Directive 2015/849.
(5)Whenever the Bank proposes to refuse to grant an authorisation under paragraph
(1), it shall – (
  1. a)within the period of 6 months after the date of the receipt of the application for the authorisation, or (
  2. b)where additional information in relation to the application has been sought by the Bank, within the period of 6 months after the date of the receipt by the Bank of the additional information, notify the applicant for the authorisation in writing of its reasons for the refusal and the applicant may, within the period of 21 days after the date of the giving of the notification, make representations in writing to the Bank in relation to the proposed refusal.
(6)The Bank shall, before deciding to refuse the authorisation, consider any representations duly made to it under paragraph
(5)in relation to the proposed refusal.
(7)Subject to paragraph
(6), where the Bank decides to refuse the application, it shall provide a reasoned response to the applicant.
(8)Whenever the Bank proposes to withdraw an authorisation under paragraph
(1)or
(3)(otherwise than in circumstances to which paragraph
(3)(
  1. a)relates) - (
  2. a)it shall notify the holder of the authorisation in writing of the reasons for the proposed withdrawal and that the holder may, within 21 days after the date of the giving of the notification, make representations in writing to the Bank in relation to the proposed withdrawal, (
  3. b)the holder of the authorisation may make such representations in writing to the Bank within the period referred to in subparagraph (
  4. a)as it sees fit, and (
  5. c)the Bank shall, before deciding whether or not to withdraw the authorisation, consider any representations duly made to it under this Regulation in relation to the proposed withdrawal.
(9)Where the Bank decides to withdraw an authorisation, it shall notify the third-country branch concerned, being the holder of the authorisation, in writing of the withdrawal, setting out the reasons for the withdrawal.
(10)Where an authorisation is withdrawn under one or more of the grounds in paragraph
(1)or
(3), and the holder of the authorisation is not a company which is being wound up: (
  1. a)that person shall continue to be subject to the duties and obligations imposed on it by or under financial services legislation until all liabilities of that person in respect of deposits (including deposits on current accounts) or other repayable funds accepted by it from depositors pursuant to the authorisation have been discharged to the satisfaction of the Bank; (
  2. b)that person shall, as soon as possible after the authorisation is withdrawn – (
  3. i)notify the Bank, and (
  4. ii)as far as is reasonably practicable, notify every depositor concerned, of the measures it is taking or proposes to take to discharge in full and without undue delay its liabilities in respect of those deposits; (
  5. c)in the case where – (
  6. i)that person has notified the Bank in accordance with subparagraph (
  7. b)and the Bank is of the opinion that the measures being taken or proposed to be taken for the purposes of that paragraph are not satisfactory, (
  8. ii)that person has not so notified the Bank and the Bank is of the opinion that it has failed to so notify as soon as possible after the authorisation is withdrawn, or (iii) the Bank is of the opinion that that person has not taken all reasonable steps to so notify every depositor concerned, then the Bank may give a direction in writing to that person for such period, not exceeding 6 months, as may be specified therein, prohibiting it from – (I) dealing with or disposing of any of its assets or specified assets in any manner, or (II) engaging in any transaction or class of transaction or specified transaction, or (III) making payments, without the prior authorisation of the Bank, and the Bank may require that person to prepare and submit to it for its approval within 2 months of the direction, a scheme for the orderly discharge in full of its liabilities to the depositors concerned.
(11)The Bank shall, before deciding to withdraw an authorisation, consult with the relevant third-country authority provided however that if immediate action by the Bank is called for it shall not be necessary for the Bank to consult as aforesaid but in such a case the Bank shall notify the authority concerned of the withdrawal of the authorisation. Capital endowment requirement 9R.
(1)A third-country branch authorised by the Bank shall maintain at all times a minimum capital endowment that is at least equal to: (
  1. a)for class 1 third-country branches, 2.5 per cent of the branch’s average liabilities for the three immediately preceding annual reporting periods or, for newly authorised third-country branches, of the branch’s liabilities at the time of authorisation, as reported in accordance with Regulation 9X and 9Y, subject to a minimum of €10 million; (
  2. b)for class 2 third-country branches, 0.5 per cent of the branch’s average liabilities for the three immediately preceding annual reporting periods or, for newly authorised third-country branches, of the branch’s liabilities at the time of authorisation, as reported in accordance with Regulation 9X and 9Y subject to a minimum of €5 million.
(2)Third-country branches shall fulfil the minimum capital endowment requirement referred to in paragraph
(1)with assets in the form of any of the following: (a) cash, or cash assimilated instruments as defined in Article 4
(1), point
(60), of the Capital Requirements Regulation; (
  1. b)debt securities issued by central governments or central banks of Member States; (
  2. c)any other instrument that is available to the third-country branch for unrestricted and immediate use to cover risks or losses as soon as those risks or losses occur.
(3)Third-country branches shall deposit the capital endowment instruments referred to in paragraph
(2)in an escrow account held in the State where the branch is authorised with a credit institution that is not part of the third-country branches’ head undertaking’s group or with the Bank, as determined by the Bank.
(4)The capital endowment instruments deposited in the escrow account, in accordance with paragraph
(3), shall be available for use for the purposes of Regulation 160 of the European Union (Bank Recovery and Resolution) Regulations 2015 ( S.I. No. 289 of 2015 ) in the case of resolution of the third-country branch and for the purposes of the winding-up of the third-country branch. Liquidity requirements 9S.
(1)Without prejudice to the third-country branch’s other obligations under financial services legislation, the third-country branch shall maintain at all times a minimum volume of unencumbered and liquid assets sufficient to cover liquidity outflows over a minimum period of 30 days.
(2)For the purposes of paragraph
(1), class 1 third-country branches shall comply with the liquidity coverage requirement laid down in Part Six, Title I, of the Capital Requirements Regulation and in Commission Delegated Regulation (EU) 2015/61 of 10 October 201423 .
(3)Third-country branches shall deposit the liquid assets held to comply with this Regulation in an account held in the State.
(4)The liquid assets referred to in paragraph
(3)shall be held in a credit institution that is not part of the head undertaking’s group or with the Bank, as determined by the Bank.
(5)Where there are liquid assets remaining in the account referred to in paragraph
(3)after they have been applied to cover liquidity outflows in accordance with paragraph
(1), those remaining liquid assets shall be available for use for the purposes of Article 96 of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 201424 in the case of resolution of the third-country branch and for the purposes of the winding-up of the third-country branch in accordance with the law of the State.
(6)The Bank may waive the liquidity requirement laid down in this Regulation for qualifying third-country branches. Internal governance and risk management 9T.
(1)Third-country branches shall have at least two persons in the State effectively directing their business.
(2)The persons referred to paragraph
(1)shall be of good repute and possess sufficient knowledge, skills and experience and commit sufficient time to the performance of their duties.
(3)Class 1 third-country branches shall comply with Regulations 61, 63, 64
(16)to
(23), 80, 82 and 83.
(4)The Bank may require third-country branches to establish a local management committee to ensure an adequate governance of the branch.
(5)Class 2 third-country branches shall comply with Regulations 61, 63, 80, 82 and 83 and to have internal control functions as provided for under Regulation 64
(16)to
(23).
(6)Depending on their size, internal organisation and the nature, scope and complexity of their activities, the Bank may require class 2 third-country branches to appoint heads of internal control functions as provided for in Regulation 64
(16)to
(23).
(7)Third-country branches shall establish reporting lines to the management body of the head undertaking that cover all material risks and risk management policies and changes thereof.
(8)Third–country branches shall have in place adequate information and communication technology (ICT) systems and controls to ensure that policies referred to in paragraph
(7)are duly complied with.
(9)Third-country branches shall monitor and manage their outsourcing arrangements and provide the Bank with full access to all information the Bank needs to exercise its supervisory function with regards to these activities.
(10)Third-country branches that engage in back-to-back or intragroup operations shall allocate adequate resources to identify and properly manage their counterparty credit risk where material risks associated with assets booked by the third-country branch are transferred to the counterparty.
(11)Where critical or important functions of the third-country branch are carried out by its head undertaking, those functions shall be carried out in accordance with internal arrangements or intragroup agreements and the third-country branch shall ensure that the Bank has access to all information that it considers necessary to exercise its supervisory function with regards to such activities.
(12)An independent third party shall assess on a regular basis the implementation of and ongoing compliance by the third-country branch with the requirements laid down in this Regulation and submit a report to the Bank with its findings and conclusions.
(13)The frequency of the assessment in paragraph
(12)shall be determined by the Bank. Booking requirements 9U.
(1)Third-country branches shall maintain a registry book enabling them to track and keep a comprehensive and precise record of all the assets and liabilities booked or originated by the third-country branch in the State and to manage those assets and liabilities autonomously within the third-country branch.
(2)The third-country branch shall ensure that the registry book provides all necessary and sufficient information on the risks generated by the third-country branch and on how they are managed.
(3)Third-country branches shall develop and regularly review and update a policy on booking arrangements for the management of the registry book referred to in paragraph
(1).
(4)The policy referred to in paragraph
(3)shall provide a clear rationale for the booking arrangements and set out how those arrangements align with the third-country branch’s business strategy.
(5)The policy referred to in paragraph
(3)shall be documented and approved by the relevant governing body of the head undertaking.
(6)Third-country branches shall ensure that an independent written and reasoned opinion on the implementation of and ongoing compliance with the requirements laid down in this Regulation be regularly prepared and addressed to the Bank with the findings and conclusions.
(7)The frequency of the assessment in paragraph
(6)shall be determined by the Bank. Power to require establishment of subsidiary 9V.
(1)The Bank may require a third-country branch to apply for authorisation under section 9 of the Act of 1971 at least where – (a) the third-country branch has carried out in the past or is currently carrying out activities referred to in Regulation 9L
(1), without prejudice to the exemptions referred to in Regulation 9P
(6), with clients or counterparties in other Member States, (
  1. b)the third-country branch meets the indicators of systemic importance referred to in Regulation 122 or is assessed as having systemic importance in accordance with Regulation 9W and poses significant financial stability risks in the Union or the State, or (
  2. c)the aggregate amount of the assets of all third-country branches in the Union which belong to the same third-country group is equal to or greater than €40 billion or the amount of the third-country branch’s assets on its book in the State is equal to or greater than €10 billion.
(2)The Bank may require authorisation in accordance with paragraph
(1)– (
  1. a)after applying the measures in Regulation 9W or 9ZB, as appropriate, or (
  2. b)where the Bank can justify, on grounds other than those listed under paragraph
(1), that the measures in Regulation 9W or 9ZB would be insufficient to address the material supervisory concerns.
(3)Before exercising the power referred to in paragraph
(1), the Bank shall consult the EBA and the competent authorities of the Member States where the relevant third-country group has established other third-country branches or subsidiary institutions.
(4)For the purposes of paragraph
(1)(
  1. b)and (c), and when carrying out the assessment referred to in Regulation 9W, the Bank shall take into account appropriate indicators for assessing the systemic importance of third-country branches, which shall include in particular: (
  2. a)the size of the third-country branch; (
  3. b)the complexity of the third-country branch’s structure, organisation and business model; (
  4. c)the degree of interconnectedness of the third-country branch with the financial system of the Union and of the State; (
  5. d)the substitutability of the activities, services or operations conducted or the financial infrastructure provided by the third-country branch; (
  6. e)the market share of the third-country branch in the Union and in the State as regards total banking assets and in relation to the activities and services that it provides and the operations that it conducts; (
  7. f)the likely impact of a suspension or closure of the third-country branch’s operations or business on the liquidity of the financial system of the State or on the payment, clearing and settlement systems in the Union and in the State; (
  8. g)the role and importance of the third-country branch for the activities, services and operations of the third-country group in the Union and in the State; (
  9. h)the role and importance of the third-country branch in the context of resolution or winding-up based on information from the resolution authority; (
  10. i)the volume of the third-country group’s business being conducted through third-country branches, relative to the business of that group conducted through subsidiary institutions authorised in the Union and in the Member States where the third-country branches are established. Assessment of systemic importance and requirements on third-country branches which have systemic importance 9W.
(1)Where all third-country branches in the Union that belong to the same third-country group have an aggregate amount of assets in the Union as reported in accordance with Regulation 9X and 9Y equal to or greater than €40 billion either – (
  1. a)on average for the immediately preceding three annual reporting periods, or (
  2. b)in absolute terms for at least three annual reporting periods during the immediately preceding five annual reporting periods, the third-country branch shall be subject to the assessment laid down in paragraph
(3).
(2)The asset threshold referred to in paragraph
(1)shall not include the assets held by the third-country branches in connection with central bank market operations entered into with ESCB central banks.
(3)Where the Bank is responsible for the supervision of a third-country branch which meets the condition set in paragraph
(1), it shall assess whether the third-country branch has systemic importance and poses significant risks for the financial stability of the Union or of the State.
(4)For the purposes of paragraph
(3), the Bank shall, in particular, have regard to the indicators of systemic importance referred to in Regulation 9V
(4)and Regulation 122.
(5)As part of the assessment referred to in paragraph
(3), the Bank shall consult the EBA and competent authorities of the Member States where the relevant third-country group has established other third-country branches or subsidiary institutions in order to assess the financial stability risks that the relevant third-country branch poses for the other Member States.
(6)The Bank shall provide its reasoned assessment of the systemic importance of the third-country branch for the Union or the State to the EBA and to the competent authorities of the Member States where the relevant third-country group has established other third-country branches or subsidiary institutions.
(7)Where the competent authorities which are consulted disagree with the assessment of the systemic importance of the third-country branch, they shall inform the Bank within 10 working days from receiving the assessment.
(8)The Bank and other relevant competent authorities, with the assistance of the EBA, shall use their best endeavours to reach a consensus on the assessment and, where applicable, on the targeted requirements referred to in paragraph
(10)no later than three months from the date on which the competent authority or, where appropriate, the designated authority raised its objection.
(9)After the period referred to in paragraph
(8)has expired, the Bank shall decide on the assessment of the systemic importance of the third-country branch and on the targeted requirements referred to in paragraph
(10).
(10)Where appropriate to address the risks identified, the Bank or, where appropriate, the designated authority may subject the third-country branch to targeted requirements that may include - (a) requiring that the relevant third-country branch restructure its assets or activities in such a manner that it ceases to qualify as having systemic importance in accordance with paragraph
(3)or that it ceases to pose an undue risk to the financial stability of the Union or the State, or (b) imposing additional prudential requirements on the relevant third-country branch.
(11)Where the Bank considers that a third-country branch has systemic importance, but it decides not to exercise any of the powers referred to in paragraph
(10)(a) or Regulation 9V, it shall provide a reasoned notification to the EBA and to the competent authorities of the Member States where the relevant third-country group has established other third-country branches or subsidiary institutions as to why it has decided not to exercise those powers. Regulatory and financial information on third-country branches and on head undertaking 9X.
(1)Third-country branches shall report to the Bank, at such time and frequency as the Bank may specify from time to time, information on: (
  1. a)the assets and liabilities held on their books in accordance with Regulation 9U and the assets and liabilities originated by the third-country branches, with a breakdown that singles out: (
  2. i)the largest recorded assets and liabilities classified by sector and counterparty type, including, in particular, financial sector exposures; (
  3. ii)significant exposure and funding source concentrations to specified types of counterparties; (iii) significant internal transactions with the head undertaking and with members of the head undertaking’s group; (
  4. b)the third-country branches’ compliance with the requirements that apply to them under these Regulations; (
  5. c)on an ad hoc basis, the deposit protection arrangements available to depositors in the third-country branches in accordance with Article 15
(2)and
(3)of Directive 2014/49/EU of the European Parliament and of the Council of 16 April 201425 ; (d) additional regulatory requirements imposed on the third-country branches under financial services legislation.
(2)For the purposes of reporting the information on the assets and liabilities held on their books in accordance with paragraph
(1)(a), third-country branches shall apply the international accounting standards as applied in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 200226 or the generally accepted accounting principles applicable in the State.
(3)Third-country branches shall report to the Bank the following information on their head undertaking: (
  1. a)on a periodic basis, aggregated information on the assets and liabilities held or booked, respectively, by the subsidiaries and other third-country branches of that head undertaking’s group in the Union; (
  2. b)on a periodic basis, the head undertaking’s compliance with the applicable prudential requirements on an individual and consolidated basis; (
  3. c)on an ad hoc basis, significant supervisory reviews and assessments, when those are conducted on the head undertaking, and the consequent supervisory decisions; (
  4. d)the recovery plans of the head undertaking and the specific measures that could be taken on the third-country branches in accordance with those plans, and any subsequent updates and amendments to those plans; (
  5. e)the head undertaking’s business strategy in relation to the third-country branches and any subsequent changes to that strategy; (
  6. f)the services provided by the head undertaking to clients established or situated in the Union on the basis of reverse solicitation of services.
(4)The Bank may impose reporting requirements, in addition to those mentioned in paragraph
(3), on third-country branches where it deems additional information is necessary to gain a comprehensive view of the third-country branches’ or their head undertaking’s business, activities or financial soundness, to verify the third-country branches’ and their head undertaking’s compliance with applicable law and to ensure the third-country branches’ compliance with that law. Standard forms and templates and frequency of reporting 9Y.
(1)The regulatory and financial information referred to in Regulation 9X shall be reported at least twice a year by class 1 third-country branches and at least annually by class 2 third-country branches.
(2)The Bank may waive all or part of the requirements to report information on the head undertaking laid down in Regulation 9X for qualifying third-country branches, provided that that competent authority is able to obtain the relevant information directly from the supervisory authorities of the relevant third-country. Supervision of third-country branches and supervisory examination programme 9Z.
(1)The Bank shall comply with this Chapter and, subject to the necessary modifications, with Part 6, for the purpose of supervising third-country branches.
(2)The Bank shall include third-country branches in the supervisory examination programme referred to in Regulation 87. Supervisory review and evaluation process 9ZA.
(1)The Bank shall review the arrangements, strategies, processes and mechanisms implemented by third-country branches to comply with the provisions that apply to them under these Regulations, the Capital Requirements Regulation and financial services legislation.
(2)Based on the review referred to in paragraph
(1), the Bank shall evaluate whether - (
  1. a)the arrangements, strategies, processes and mechanisms implemented by third-country branches, and (
  2. b)the capital endowment and liquidity held by them, ensure a sound management and coverage of their material risks and the viability of the third-country branches.
(3)The Bank shall conduct the review and evaluation referred to in paragraphs
(1)and
(2)in accordance with the criteria for applying the principle of proportionality published in accordance with Regulation 131
(1)(c).
(4)The Bank shall establish a level of frequency and intensity for the review referred to in paragraph
(1)that is proportionate to classification as class 1 and class 2 third-country branches and that takes into account other relevant criteria, such as the nature, scale and complexity of the third-country branches’ activities.
(5)Where the Bank’s review, in particular of the governance arrangements, the business model, or the activities of the third-country branch, gives the Bank reasonable grounds to suspect that, in connection with a third-country branch, money laundering or terrorist financing within the meaning of Article 1 of Directive 2015/849 is being or has been committed or attempted, the Bank shall immediately notify the EBA and the authority that is responsible for supervising the third-country branch in accordance with Directive 2015/849.
(6)Where the Bank (following liaison with the authority or body that supervises the institution in accordance with the Directive (EU) 2015/849 and is competent for ensuring compliance with that Directive, in a case in which that authority or body is not the Bank) has reasonable grounds to suspect that, in connection with an institution, there is an increased risk of money laundering or terrorist financing – (
  1. a)the Bank (together with the authority or body referred to above, where applicable) shall notify its common assessment immediately to the EBA, and (
  2. b)the Bank shall take, as appropriate, measures in accordance with these Regulations or other financial services legislation, which may include withdrawing the third-country branch’s authorisation under Regulation 9Q
(3)(g).
(7)The Bank, the financial intelligence unit and the authority that is responsible for supervising the third-country branch in accordance with Directive 2015/849 shall cooperate closely with each other within their respective competences and shall exchange information relevant to these Regulations, provided that such cooperation and information exchange do not impinge on any ongoing inquiry, investigation or proceedings pursuant to the criminal or administrative law of the State where the competent authority, financial intelligence unit or the authority that is responsible for supervising the third-country branch in accordance with Directive (EU) 2015/849 is located. Supervisory measures and powers 9ZB.
(1)The Bank shall require third-country branches to take the necessary measures at an early stage in order to – (
  1. a)ensure that the third-country branches comply with the requirements that apply to them under these Regulations and under financial services legislation or to restore compliance with those requirements, and (
  2. b)ensure that the material risks that the third-country branches are exposed to are covered and managed in a sound and sufficient manner and that those branches remain viable.
(2)For the purposes of paragraph
(1), the Banks’ powers shall include, at least, the power to require third-country branches to: (
  1. a)hold an amount of capital endowment in excess of the minimum requirements laid down in Regulation 9R or to comply with other additional capital requirements and any such additional capital endowment amount to be held by the third-country branch in accordance with this subparagraph shall comply with the requirements laid down in Regulation 9R; (
  2. b)meet other specific liquidity requirements in addition to the requirements laid down in Regulation 9S and any such additional liquid assets to be held by the third-country branch in accordance with this subparagraph shall comply with the requirements laid down in Regulation 9S; (
  3. c)reinforce their governance, risk management or booking arrangements; (
  4. d)restrict or limit the scope of their business or of the activities they conduct, as well as the counterparties to those activities; (
  5. e)reduce the risk inherent in their activities, products and systems, including outsourced activities, and stop engaging in such activities or offering such products; (
  6. f)comply with additional reporting requirements in accordance with Regulations 9X
(4)or increase the frequency of the regular reporting; (g) make public disclosures. Cooperation between competent authorities and colleges of supervisors 9ZC.
(1)The Bank shall cooperate closely and share information with other competent authorities supervising third-country branches and subsidiary institutions of the same third-country group.
(2)The Bank shall have written coordination and cooperation arrangements in place with other relevant authorities in accordance with Regulation 103.
(3)For the purposes of paragraph
(1), class 1 third-country branches shall be subject to the comprehensive supervision of a college of supervisors in accordance with Regulation 104 and the following requirements shall apply: (
  1. a)where a college of supervisors has been established in relation to the subsidiary institutions of a third-country group, the class 1 third-country branches of the same group shall be included within the scope of that college of supervisors; (
  2. b)where the third-country group has class 1 third-country branches in more than one Member State but no subsidiary institutions in the Union subject to Regulation 104, a college of supervisors shall be established in relation to those class 1 third-country branches; (
  3. c)where the third-country group has class 1 third-country branches in more than one Member State or at least one class 1 third-country branch, and one or more subsidiary institutions in the Union that are not subject to Regulation 104, a college of supervisors shall be established in relation to those third-country branches and subsidiary institutions.
(4)For the purposes of paragraph
(3)(b) and (c), where the Bank is the competent authority with the largest third-country branch in terms of total value of booked assets, it shall act as the lead competent authority.
(5)In addition to the tasks set out in Regulation 104, the college of supervisors shall: (
  1. a)prepare a report on the structure and activities of the third-country group in the Union and update that report on an annual basis; (
  2. b)exchange information in accordance with Regulation 105
(13)and
(14)on the results of the supervisory review and evaluation process referred to in Regulation 9ZA; (c) endeavour to align the application of the supervisory measures and powers referred to in Regulation 9ZB.
(6)The Bank, as part of the college of supervisors, shall ensure appropriate coordination and cooperation with relevant third-country supervisory authorities, where appropriate. Notification to EBA 9ZD. The Bank shall notify the EBA of the following: (
  1. a)all authorisations granted to third-country branches and any subsequent changes to such authorisations; (
  2. b)the total assets and liabilities booked by the authorised third-country branches, as periodically reported; (
  3. c)the name of the third-country group to which an authorised third-country branch belongs.”. Amendment of Regulation 14 of Principal Regulations 11. Regulation 14 of the Principal Regulations is amended – (
  4. a)in paragraph
(1), by the substitution of “10 working days” for “2 working days”, and (b) in paragraph
(6)– (
  1. i)by the insertion of “in writing” after “it shall acknowledge”, and (
  2. ii)by the substitution of “10 working days” for “2 working days”. Amendment of Regulation 15 of Principal Regulations 12. Regulation 15 of the Principal Regulations is amended by the insertion of the following paragraph after paragraph
(2): “(2A) For the purpose of assessing a proposed acquisition in accordance with paragraph
(2), with regard to clause (
  1. vi)of subparagraph (
  2. b)of that paragraph, the Bank, where it is not the authority that supervises the credit institution in accordance with Directive 2015/849, shall consult with the authority or body responsible for supervising the credit institution concerned in accordance with that Directive.”. Amendment of Regulation 19 of Principal Regulations 13. Regulation 19 of the Principal Regulations is amended – (
  3. a)by renumbering the existing provision as paragraph
(1), and (b) by the insertion of the following paragraphs after paragraph
(1): “
(2)With regard to the criterion set out in Regulation 15
(2)(b)(vi), where a negative opinion is received by the Bank from the authority or body responsible for supervising the credit institution concerned in accordance with Directive 2015/849 within 30 working days of the request for approval, the negative opinion shall be duly taken into consideration by the Bank when assessing the proposed acquisition and may constitute a reasonable ground for opposition to a proposed acquisition.
(3)The Bank may object to a proposed acquisition where the proposer acquirer is situated in a third-country listed as a high-risk third-country that has strategic deficiencies in its anti-money laundering and counter-terrorist financing regime in accordance with Article 9 of Directive 2015/849 or in a third-country that is subject to Union restrictive measures and it is assessed by the Bank that it affects the capacity of the proposed acquirer to have in place the required practices and processes to comply with the requirements of the anti-money laundering and counter-terrorist financing regime.”. Insertion of Chapter 3 in Part 3 of Principal Regulations 14. Part 3 of the Principal Regulations is amended by the insertion of the following Chapter after Chapter 2: “Chapter 3 Material holdings, material transfers, mergers and divisions Acquisition or divestiture of material holding in credit institution Definition 25A. In this Chapter, ‘proposed acquirer’ means a credit institution, financial holding company or mixed financial holding company within the scope of paragraph
(1)and
(2)of Regulation 9A. Restrictions on acquisition or divestiture of material holding in credit institution 25B.
(1)A proposed acquirer shall not, directly or indirectly, acquire a material holding without having previously notified the Bank in writing indicating the size of the proposed acquisition and the relevant information specified in Regulation 25D.
(2)For the purposes of paragraph
(1), a holding shall be deemed to be material where it is equal to or more than 15 per cent of eligible capital of the proposed acquirer.
(3)For the purposes of paragraph
(1), where the proposed acquirer is a credit institution, the threshold referred to in paragraph
(2)shall apply on both an individual basis and on the basis of the consolidated situation of the group.
(4)Where the threshold referred to in paragraph
(2)is only exceeded on an individual basis for a credit institution established in the State, the proposed acquirer shall notify the Bank and the Bank shall assess the proposed acquisition.
(5)Where the threshold referred to in paragraph
(2)is exceeded on an individual basis and on the basis of the consolidated situation of the group, the proposed acquirer shall notify the Bank and, where the Bank is not the consolidating supervisor, the relevant competent authority in another Member State, and that competent authority, acting as consolidating supervisor, shall also assess the proposed acquisition.
(6)Where the proposed acquirer is a financial holding company or mixed financial holding company, the threshold referred to in paragraph
(2)shall apply on the basis of the consolidated situation, and the Bank, where it is the consolidating supervisor, shall be the competent authority for the purposes of notification under paragraph
(1). Period for assessment of proposed acquisition 25C.
(1)Within 10 working days after receiving a complete notification under paragraph
(1)of Regulation 25B, the Bank shall acknowledge receipt of the notification in writing.
(2)Within 60 days after the date of the written acknowledgement referred to in paragraph
(1), the Bank shall carry out the assessment of the proposed acquisition in accordance with paragraphs
(1)and
(2)of Regulation 25D.
(3)Where the proposed acquisition concerns a qualifying holding in a credit institution referred to in Regulation 10 – (
  1. a)the proposed acquirer shall also be subject to the notification requirement and the assessment set out in this Chapter, and (
  2. b)the time for the Bank to carry out both the assessment provided for in paragraphs
(1)and
(2)of Regulation 25D and the assessment referred to in Regulation 14 shall expire only when the later of the two relevant assessment periods expires.
(4)In its acknowledgment of receipt of a notification referred to in paragraph
(1), the Bank shall inform the proposed acquirer concerned of the date on which the assessment period will end.
(5)During the assessment period in relation to a proposed acquisition, but no later than the fiftieth working day of that period, the Bank may request any further information necessary to complete the assessment of the acquisition.
(6)Where the Bank makes such a request it shall acknowledge the receipt of any information received in response to the request within 10 working days.
(7)A request under paragraph
(5)shall be made in writing and shall specify or describe the additional information needed.
(8)Where the Bank makes a request under paragraph
(5), the assessment period is to be taken to be suspended for the shorter of – (
  1. a)the period between the date of the request and the date of receipt of a response from the proposed acquirer concerned, providing all the requested information, or (
  2. b)20 working days.
(9)The Bank may make further requests for further information to complete or clarify information already supplied but such a further request does not suspend the assessment period.
(10)The Bank may extend to 30 working days the interruption referred to in paragraph
(8)where – (
  1. a)the entity being acquired is situated in, or is subject to the regulatory framework of, a third-country, or (
  2. b)an exchange of information with other relevant authorities responsible for supervising the proposed acquirer in accordance with Directive 2015/849 is necessary to carry out the assessment provided for in paragraphs
(1)and
(2)of Regulation 25D.
(11)Where the approval of a financial holding company or mixed financial holding company under paragraph
(1)and
(2)of Regulation 9A takes place concurrently with the assessment under paragraph
(1)and
(2)of Regulation 25D, the Bank shall coordinate, as appropriate, with the consolidating supervisor or, where different, the competent authority in the Member State where the financial holding company or mixed financial holding company is established.
(12)Where paragraph
(11)applies, the assessment period shall be suspended until the assessment procedure set out in Regulation 9C is complete.
(13)Where the Bank opposes a proposed acquisition, it shall, within two working days of the completion of the assessment provided for in paragraph
(1)and
(2)of Regulation 25D, and before the end of the assessment period, inform the proposed acquirer in writing, providing the reasons for its opposition.
(14)Where the Bank does not oppose in writing the proposed acquisition within the assessment period, it shall be deemed approved.
(15)The Bank may set a maximum period for completion of the proposed acquisition and may extend such period, where appropriate. Assessment of proposed acquisition 25D.
(1)In its assessment of the notification of the proposed acquisition, the Bank shall assess the prospect for sound and prudent management of the proposed acquirer.
(2)The Bank shall, in particular, assess the risks to which the proposed acquirer is or might be exposed to after the proposed acquisition, in accordance with the following criteria – (
  1. a)whether the proposed acquirer will be able to comply and continue to comply with the prudential requirements set out in financial services legislation, and (
  2. b)whether there are reasonable grounds to suspect that, in connection with the proposed acquisition, money laundering or terrorist financing (within the meaning of Article 1 of Directive 2015/849) is being or has been committed or attempted, or that the proposed acquisition could increase the risk of money laundering or terrorist financing.
(3)For the purpose of assessing the criteria set out in paragraph
(2)(b), the Bank, in a case in which it is not the authority or body that supervises the institution in accordance with Directive (EU) 2015/849, shall consult that authority or body in the context of its verification.
(4)The Bank shall neither impose any prior conditions in respect of the level of the holding that must be acquired nor examine a proposed acquisition in terms of the economic needs of the market.
(5)The Bank shall publish a list of the information required to carry out the assessment which information shall be proportionate and appropriate to the nature of the proposed acquisition and the Bank shall not require any information that is not relevant for the prudential assessment under this Regulation.
(6)The proposed acquirer shall provide the information required under paragraph
(5)to the Bank at the time of the notification referred to in Regulation 25B
(1).
(7)Where 2 or more proposals to acquire material holdings in the same entity have been notified to the Bank, the Bank shall treat the proposed acquirers concerned in a non-discriminatory manner.
(8)Where the proposed acquisition is conducted between entities of the same group as referred to in Article 113
(6)of the Capital Requirements Regulation or between entities within the same institutional protection scheme as referred to in Article 113
(7)of the Capital Requirements Regulation, the Bank shall not be required to carry out the assessment. Bank may oppose certain acquisitions 25E.
(1)The Bank may oppose a proposed acquisition only if – (a) there are reasonable grounds for doing so on the basis of the criteria set out in paragraphs
(1)and
(2)of Regulation 25D, (
  1. b)the information provided by the proposed acquirer is incomplete, or (
  2. c)the proposed acquirer has not provided information in response to a request under paragraph
(5)or
(6)of Regulation 25C.
(2)With regard to the criteria set out in paragraph
(2)(b) of Regulation 25D, a negative opinion in a case in which the Bank is not the authority or body that supervises the institution in accordance with Directive 2015/849, received from the relevant authority or body that supervises the institution within 30 working days of a request under paragraph
(3)of Regulation 25D, shall be duly taken into consideration by the Bank when assessing the proposed acquisition and may constitute a reasonable ground for opposition to the proposed acquisition. Bank to cooperate with competent authorities of other Member States in certain cases 25F.
(1)In carrying out its assessment of a proposed acquisition, the Bank shall consult with the competent authorities of other relevant Member States if the proposed acquisition concerns any one of the following: (
  1. a)a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm or an asset management company, authorised in another Member State or in a sector other than that of the proposed acquirer; (
  2. b)a parent undertaking of a credit institution, of an insurance undertaking, of a reinsurance undertaking, of an investment firm or of an asset management company, authorised in another Member State or in a sector other than that of the proposed acquirer; (
  3. c)a legal person controlling a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm or an asset management company, authorised in another Member State or in a sector other than that in which the acquisition is proposed.
(2)Where the proposed acquirer is a credit institution and the threshold referred to in paragraph
(2)of Regulation 25B is only exceeded on an individual basis, the Bank, where it is not the consolidating supervisor, shall – (
  1. a)notify the consolidating supervisor of the proposed acquisition within 10 working days following receipt of the notification by the proposed acquirer, and (
  2. b)forward its assessment to the consolidating supervisor.
(3)Where the proposed acquirer is a financial holding company or mixed financial holding company, the Bank, where it is the consolidating supervisor assessing the proposed acquisition, shall – (
  1. a)notify the competent authority in the Member State where the proposed acquirer is established of the proposed acquisition within 10 working days following receipt of the notification by the proposed acquirer, and (
  2. b)forward its assessment to the relevant competent authority in another Member State.
(4)Where the proposed acquirer is a credit institution and the threshold referred to in paragraph
(2)of Regulation 25B is exceeded on both an individual basis and on the basis of the consolidated situation of the group, the Bank shall coordinate its assessment with the competent authority or consolidating supervisor in another Member State, as the case may be.
(5)The Bank, where it is not the consolidating supervisor referred to in paragraph
(5)of Regulation 25B, shall fully cooperate with the relevant consolidating supervisor in another Member State.
(6)The Bank, where it is the consolidating supervisor, shall prepare an assessment on the proposed acquisition and shall forward that assessment to the relevant competent authority in another Member State where the proposed acquirer is established.
(7)The Bank shall cooperate with the consolidating supervisor or relevant competent authority in another Member State to reach a joint decision within two months of receipt of that assessment.
(8)The joint decision shall be duly documented and reasoned.
(9)The Bank, where it is the consolidating supervisor, shall communicate that joint decision to the proposed acquirer.
(10)In the event that a joint decision is not taken within two months of receipt of the assessment, the Bank shall refrain from taking a decision and shall refer the matter to the EBA in accordance with Article 19 of Regulation (EU) No 1093/2010.
(11)The Bank and the consolidating supervisor or relevant competent authority in another Member State shall adopt a joint decision in conformity with the decision of the EBA.
(12)The Bank shall, without undue delay, provide competent authorities in other Member States with any information that is essential or relevant for the assessment of a proposed acquisition.
(13)A proposal for decision by the Bank shall indicate any views or reservations expressed by the other relevant authorities. Notification in case of divestiture 25G. A credit institution, financial holding company or mixed financial holding company within the scope of paragraph
(1)and
(2)of Regulation 9A shall not, directly or indirectly, dispose of a material holding as determined under paragraph
(2)of Regulation 25B without having previously notified the Bank in writing of the size of the holding concerned. Application to court where no notification given 25H.
(1)A person who has acquired a material holding to which Regulations 25B, 25C and 25D
(8)apply without having notified the Bank in accordance with those Regulations, may make an application to the court under this Regulation and the court may, if it is satisfied that the failure was inadvertent and that it is in the interests of justice to do so, make an order – (a) requiring the person to provide the Bank with the information required under Regulation 25D
(5), and (b) requiring the Bank to carry out an assessment in accordance with Regulation 25D
(2).
(2)An application under paragraph
(1)shall be on notice to the Bank and the Bank shall be entitled to appear, be heard and adduce evidence at the hearing of the application.
(3)Notice of an application under paragraph
(1)shall be served on the Bank at least 14 days before the date of hearing of the application.
(4)An affidavit giving the names and addresses of, and the places and dates of service on, all persons who have been served with the notice of application, grounding affidavit and exhibits (if any) shall be filed by the applicant at least 4 days before the application is heard.
(5)Where any person who ought under this Regulation to have been served has not been so served, the affidavit shall state that fact and the reason for it. Application to court where acquisition opposed 25I.
(1)Without prejudice to the Bank’s other functions or powers under financial services legislation, where an acquirer has acquired a material holding as referred to in Regulations 25B, 25C and 25D
(8), despite the Bank having issued notice to the person that it opposes the acquisition, the Bank may apply to the court in a summary manner for any one or more of the following: (
  1. a)an order suspending the exercise by the acquirer concerned of any interest in or voting rights attaching to shares held by the acquirer in the target entity, or for votes cast to be null and void; (
  2. b)an order requiring the acquirer concerned to dispose of some or all of the material holding, interests or rights in the target entity within a period specified by the Court; (
  3. c)such other order as the Court considers appropriate.
(2)In this Regulation, ‘target entity’ means the person in which the institution, financial holding company or mixed financial holding company has acquired a material holding within the meaning of Regulation 25B
(2).”. Insertion of Chapter 4 in Part 3 of Principal Regulations 15. Part 3 of the Principal Regulations is amended by the insertion of the following Chapter after Chapter 3 (inserted by Regulation 14): “Chapter 4 Material transfers of assets and liabilities Notification of material transfers of assets and liabilities 25J.
(1)A credit institution, financial holding company or mixed financial holding company within the scope of paragraphs
(1)and
(2)of Regulation 9A shall notify the Bank in writing, prior to any material transfer of assets or liabilities, which is executed either through a sale or any other type of transaction (“a proposed operation”).
(2)Where a proposed operation involves only entities from the same group, those entities shall also be subject to paragraph
(1).
(3)Each individual entity involved in the same proposed operation shall notify the Bank in accordance with paragraph
(1).
(4)For the purposes of paragraph
(1), a proposed operation shall be deemed material – (
  1. a)for an entity where it is at least equal to 10 per cent of its total assets or liabilities, or (
  2. b)where executed between entities in the same group, for any entity where it is at least equal to 15 per cent of its total assets or liabilities.
(5)For the purpose of paragraph
(4), for parent financial holding companies or parent mixed financial holding companies the qualifying percentages shall apply on the basis of their consolidated situation.
(6)For the purpose of paragraph
(4), the following shall not be taken into account when calculating the qualifying percentages – (
  1. a)transfers of non-performing assets, (
  2. b)transfers of assets for the purpose of being included in a cover pool as defined in Article 3, point
(3), of Directive (EU) 2019/2162 of the European Parliament and of the Council of 27 November 201927 , (
  1. c)transfers of assets to be securitised, and (
  2. d)transfers of assets or liabilities in the context of the use of resolution tools, powers and mechanisms provided for in Title IV of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 201428 .
(7)Within 10 working days after receiving a notification under paragraph
(1), the Bank shall acknowledge receipt of the notification in writing. Information obligations and penalties 25K. Where the entities fail to notify the proposed operation in advance in accordance with Regulation 25J
(1), the Bank shall take appropriate measures under financial services legislation.”. Insertion of Chapter 5 in Part 3 of Principal Regulations 16. Part 3 of the Principal Regulations is amended by the insertion of the following Chapter after Chapter 4 (inserted by Regulation 15): “Chapter 5 Mergers and Divisions Scope of Chapter and definitions 25L.
(1)This Chapter is without prejudice to the application of Council Regulation (EC) No 139/2004 of 20 January 200429 and Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 201730 .
(2)Mergers and divisions that result from the law of another Member State giving effect to Directive 2014/59/EU of the European Parliament and of the Council of 15 May 201431 shall not be subject to the obligations laid down in this Chapter.
(3)In this Chapter – ‘merger’ means any of the following operations whereby – (
  1. a)one or more companies, on being dissolved without going into liquidation, transfer all or parts of their assets and liabilities to another existing company, the acquiring company, in exchange for the issue to their members of securities or shares representing the capital of that acquiring company and, where applicable, a cash payment not exceeding 10 per cent of the nominal value unless stated otherwise by the applicable national law, or, in the absence of a nominal value, of the accounting par value of those securities or shares, (
  2. b)one or more companies, on being dissolved without going into liquidation, transfer all or parts of their assets and liabilities to another existing company, the acquiring company, without the issue of any new securities or shares by the acquiring company, provided that one person holds directly or indirectly all the securities and shares in the merging companies or the members of the merging companies hold their securities and shares in the same proportion in all merging companies; (
  3. c)two or more companies, on being dissolved without going into liquidation, transfer all or parts of their assets and liabilities to a company that they form, the new company, in exchange for the issue to their members of securities or shares representing the capital of that new company and, where applicable, a cash payment not exceeding 10 per cent of the nominal value unless stated otherwise by the applicable national law, or, in the absence of a nominal value, of the accounting par value of those securities or shares, or (
  4. d)a company, on being dissolved without going into liquidation, transfers all or parts of its assets and liabilities to the company holding all the securities or shares representing its capital; ‘division’ means – (
  5. a)an operation whereby, after being wound up without going into liquidation, a company transfers to more than one company all its assets and liabilities in exchange for the allocation to the shareholders of the company being divided of securities or shares in the companies receiving contributions as a result of the division and, where applicable, a cash payment not exceeding 10 per cent of the nominal value unless stated otherwise by the applicable national law, or, in the absence of a nominal value, of the accounting par value of those securities or shares, (
  6. b)an operation whereby, after being wound up without going into liquidation, a company transfers to more than one newly-formed company all its assets and liabilities in exchange for the allocation to the shareholders of the company being divided of securities or shares in the recipient companies, and, where applicable, a cash payment not exceeding 10 per cent of the nominal value unless stated otherwise by the applicable national law, or, in the absence of a nominal value, of the accounting par value of those securities or shares; (
  7. c)an operation consisting of a combination of operations described under paragraphs (
  8. a)and (b), (
  9. d)an operation whereby a company being divided transfers part of its assets and liabilities to one or more recipient companies in exchange for the issue to the members of the company being divided of securities or shares in the recipient companies, in the company being divided or in both the recipient companies and the company being divided, and, where applicable, a cash payment not exceeding 10 per cent of the nominal value unless stated otherwise by the applicable national law, or, in the absence of a nominal value, of the accounting par value of those securities or shares, or (
  10. e)an operation whereby a company being divided transfers part of its assets and liabilities to one or more recipient companies in exchange for the issue to the company being divided of securities or shares in the recipient companies; ‘financial stakeholder’ means a credit institution, financial holding company or mixed financial holding company within the scope of paragraphs
(1)and
(2)of Regulation 9A; ‘proposed operation’ means a merger or division. Restrictions on mergers and divisions 25M.
(1)A financial stakeholder shall not carry out a proposed operation without having previously notified the Bank in writing.
(2)The notification referred to in paragraph
(1)shall be made after the adoption of the draft terms of the proposed operation and in advance of the completion of the operation.
(3)Where the proposed operation is a merger that only involves financial stakeholders from the same group, including a group of credit institutions that are permanently affiliated to a central body and which is supervised as a group, the Bank shall not carry out the assessment set out in paragraphs
(1)and
(2)of Regulation 25O.
(4)Where the proposed operation requires an authorisation in accordance with section 9 of the Act of 1971 or an approval in accordance with Regulation 9P, the Bank shall not carry out the assessment set out in paragraphs
(1)and
(2)of Regulation 25O. Period for assessment of mergers and divisions 25N.
(1)The Bank shall, within 10 working days after receiving – (a) a notification under Regulation 25M
(1), or (b) further information submitted in response to a request made by the Bank under paragraph
(4), acknowledge in writing receipt of the notification or the further information.
(2)Where the proposed operation involves only financial stakeholders from the same group, within 60 days after the date of the written acknowledgement referred to in paragraph
(1), the Bank shall carry out the assessment of the proposed operation in accordance with paragraphs
(1)and
(2)of Regulation 25O.
(3)In its acknowledgement of receipt of a notification referred to in paragraph
(1), the Bank shall inform the financial stakeholders concerned of the date on which the assessment period will end.
(4)During the assessment period in relation to a proposed operation, the Bank may request any further information necessary to complete the assessment of the operation.
(5)A request by the Bank under paragraph
(4)shall be made in writing and shall specify or describe the additional information needed.
(6)Where the proposed operation involves only financial stakeholders from the same group, the Bank may make a request under paragraph
(4)no later than the fiftieth working day of the assessment period.
(7)Where the Bank makes a request under paragraph
(4), the assessment period is to be taken to be suspended for the period between the date of the request and the date of receipt of a response from the financial stakeholder providing all the requested information, which suspension shall not exceed 20 working days.
(8)The Bank may make further requests for further information to complete or clarify information already supplied but such a further request does not result in a suspension of the assessment period.
(9)The Bank may extend to 30 working days the suspension referred to in paragraph
(7)where – (
  1. a)at least one of the financial stakeholders is situated in, or is subject to the regulatory framework of, a third-country, or (
  2. b)an exchange of information with other relevant authorities responsible for supervising the financial stakeholder in accordance with Directive (EU) 2015/849 is necessary to carry out the assessment provided for in paragraphs
(1)and
(2)of Regulation 25O.
(10)The proposed operation shall not be completed before the Bank has issued a positive opinion.
(11)Within two working days of the completion of its assessment, the Bank shall issue, in writing, its reasoned positive or negative opinion to the financial stakeholders.
(12)The financial stakeholders shall transmit the reasoned opinion referred to in paragraph
(11)to the relevant authorities responsible for scrutiny of the proposed operation.
(13)Where the proposed operation involves only financial stakeholders from the same group and the Bank does not oppose the proposed operation within the assessment period in writing, it shall be deemed to receive a positive opinion.
(14)A reasoned positive opinion issued by the Bank may include a limited time period within which the proposed operation must be carried out. Assessment of mergers and divisions 25O.
(1)The Bank shall, in order to ensure the soundness of the prudential profile of the financial stakeholders after the completion of the proposed operation and in particular to address the risks to which the financial stakeholders are or might be exposed in the course of the proposed operation and the risks to which the entity resulting from the proposed operation might be exposed, assess the proposed operation in accordance with the following criteria: (
  1. a)the reputation of the financial stakeholders involved in the proposed operation; (
  2. b)the financial soundness of the financial stakeholders involved in the proposed operation, in particular in relation to the type of business pursued and envisaged for the entity resulting from the proposed operation; (
  3. c)whether the entity resulting from the proposed operation will be able to comply and continue to comply with the prudential requirements laid down in these Regulations, the Capital Requirements Regulation, and where applicable, other Union legal acts, in particular Directives 2002/87/EC and 2009/110/EC of the European Parliament and of the Council of 16 September 200932 ; (
  4. d)whether the implementation plan of the proposed operation is realistic and sound from a prudential perspective; (
  5. e)whether there are reasonable grounds to suspect that, in connection with the proposed operation, money laundering or terrorist financing (within the meaning of Article 1 of Directive 2015/849) is being or has been committed or attempted, or that the proposed operation could increase the risk of money laundering or terrorist financing.
(2)The Bank shall monitor the implementation plan referred to in paragraph
(1)(d) until the proposed operation is complete.
(3)For the purpose of assessing the criteria set out in paragraph
(1)(e), the Bank, in a case in which it is not the authority or body that supervises the financial stakeholders in accordance with Directive 2015/849, shall consult that authority or body in the context of its verifications.
(4)The Bank shall not examine a proposed operation in terms of the economic needs of the market.
(5)The Bank shall publish a list of the information required to carry out the assessment referred to in paragraphs
(1)and
(2)which information shall be proportionate and appropriate to the nature of the proposed operation and the Bank shall not require any information that is not relevant for the prudential assessment under this Regulation.
(6)The financial stakeholders shall provide the information required under paragraph
(5)to the Bank at the time of the notification referred to in paragraph
(1)of Regulation 25M. Bank may issue negative opinion of certain mergers or divisions 25P.
(1)The Bank may issue a negative opinion of a proposed operation only if – (a) the criteria set out in paragraph
(1)of Regulation 25O are not met, (
  1. b)the information provided by the financial stakeholders is incomplete, or (
  2. c)the financial stakeholders have not provided the information in response to a request under paragraphs
(4)or
(8)of Regulation 25N.
(2)With regard to the criteria set out in paragraph
(1)(e) of Regulation 25O, a negative opinion in a case in which the Bank is not the authority or body that supervises the financial stakeholders in accordance with Directive 2015/849, received from the relevant authority or body that supervises the financial stakeholders within 30 working days of the initial request shall be duly taken into consideration by the Bank when assessing the proposed operation and may constitute a reasonable ground for a negative opinion. Bank to cooperate with competent authorities of other Member States in certain cases 25Q.
(1)The Bank shall consult with the authorities entrusted with the public duty of supervising other financial sector entities concerned where the proposed operation involves, in addition to the financial stakeholders, entities that are any of the following: (
  1. a)a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm or an asset management company, authorised in another Member State or in a sector other than that in which the proposed operation is undertaken; (
  2. b)a parent undertaking of – (
  3. i)a credit institution, (
  4. ii)an insurance undertaking; (iii) a reinsurance undertaking, (
  5. iv)an investment firm, or (
  6. v)an asset management company, authorised in another Member State or in a sector other than that in which the proposed operation is undertaken; (
  7. c)a legal person controlling – (
  8. i)a credit institution, (
  9. ii)an insurance undertaking, (iii) a reinsurance undertaking, (
  10. iv)an investment firm, or (
  11. v)an asset management company, authorised in another Member State or in a sector other than that in which the proposed operation is undertaken.
(2)The Bank shall, without undue delay, provide competent authorities in other Member States with any information that is essential or relevant for the assessment of a proposed acquisition and the Bank shall communicate, upon request or on its own initiative, all relevant information for the assessment.
(3)An opinion by the Bank as the competent authority of a financial stakeholder shall indicate any views or reservations expressed by the competent authority that supervises one or more of the entities mentioned in paragraph
(1).
(4)The Bank shall seek to coordinate its assessment with other relevant authorities and to ensure consistency in their opinions. Application to court where no notification of merger or division given 25R.
(1)Where a financial stakeholder failed to notify a proposed operation in advance in accordance with paragraph
(1)of Regulation 25M, the Bank may make an application to the court under this Regulation and the court may, if it is satisfied that the failure to notify was inadvertent and that it is in the interests of justice to do so, make an order – (a) requiring the financial stakeholder to provide the Bank with the information necessary to complete the assessment under paragraphs
(1)and
(2)of Regulation 25O, and (b) requiring the Bank to carry out an assessment in accordance with paragraphs
(1)and
(2)of Regulation 25O.
(2)An application under paragraph
(1)shall be on notice to the Bank and the Bank shall be entitled to appear, be heard and adduce evidence at the hearing of the application.
(3)Notice of an application under paragraph
(1)shall be served on the Bank at least 14 days before the date of hearing of the application.
(4)An affidavit giving the names and addresses of, and the places and dates of service on, all persons who have been served with the notice of application, grounding affidavit and exhibits (if any) shall be filed by the applicant at least 4 days before the application is heard.”. Amendment of Regulation 53 of Principal Regulations 17. The Principal Regulations are amended by the substitution of the following Regulation for Regulation 53: “53. The Bank shall have all information gathering and investigatory powers that are necessary for the exercise of its functions and, without prejudice to other relevant provisions of these Regulations or the Capital Requirements Regulation, those powers shall include: (
  1. a)the power to require the following natural or legal persons to provide all information that is necessary in order to enable the Bank to carry out its tasks under these Regulations and the Capital Requirements Regulation, including information to be provided at recurring intervals and in specified formats for supervisory and related statistical purposes: (
  2. i)institutions established in the State; (
  3. ii)financial holding companies established in the State; (iii) mixed-financial holding companies established in the State; (
  4. iv)mixed-activity holding companies established in the State; (
  5. v)staff of the entities referred to in subparagraphs (
  6. i)to (iv); (
  7. vi)third parties to whom the entities referred to in subparagraphs (
  8. i)to (
  9. iv)have outsourced operational functions or activities, including ICT third-party service providers referred to in Chapter V of the DORA Regulation; (
  10. b)the power to conduct all necessary investigations of any person referred to in paragraph (a)(
  11. i)to (
  12. vi)established or located in the State where necessary to carry out the tasks of the Bank, including the power to: (
  13. i)require the submission of documents; (
  14. ii)examine the books and records of the persons referred to in paragraph (a)(
  15. i)to (
  16. vi)and take copies or extracts from such books and records; (iii) obtain written or oral explanations from any person referred to in paragraph (a)(
  17. i)to (
  18. vi)or their representatives or staff; (
  19. iv)interview any other person who consents to be interviewed for the purpose of collecting information relating to the subject matter of an investigation; (
  20. v)conduct, subject to other conditions set out in Union law, all necessary inspections at the business premises of the legal persons referred to in paragraph (a)(
  21. i)to (
  22. vi)and any other undertaking included in consolidated supervision where the Bank is the consolidating supervisor, subject to the prior notification of the competent authorities concerned and where an inspection requires authorisation by a court, such authorisation shall be applied for.”. Amendment of Regulation 54 of Principal Regulations 18. Regulation 54 of the Principal Regulations is amended – (
  23. a)in paragraph
(1)– (
  1. i)in subparagraph (
  2. b)– (I) in clause (i), by the substitution of “,mixed-financial holding company or intermediate EU parent undertaking” for “or mixed-financial holding company”, (II) by the substitution of the following clause for clause (iii): “(iii) in the case of a legal person, administrative pecuniary penalties of up to 10 per cent of the total annual net turnover of the undertaking;”, (III) in clause (vi), by the substitution of “contraventions referred to in paragraph
(2);” for “contraventions referred to in paragraph
(2).”, and (IV) by the insertion of the following clause after clause (vi): “(vii) subject to Regulation 150, a temporary ban against a member of the management body or any other natural person who is held responsible for the breach from exercising functions in institutions.”, (b) by the insertion of the following paragraphs after paragraph
(1): “(1A) Notwithstanding Part IIIC of the Act of 1942 and the sanctions set out in section 33AQ of the Act of 1942, in respect of the contraventions listed in paragraph
(2)and where a regulated financial service provider has failed to comply with an order under paragraph
(1)(b)(ii), the Bank may impose a periodic penalty – (
  1. a)in the case of a legal person, of up to 5% of the average daily net turnover, or (
  2. b)in the case of a natural person, of up to €50,000, which, in the case of a continuing contravention, the legal or natural person, as the case may be, shall be obliged to pay in respect of each day on which the contravention continues until compliance is restored. (1B) The periodic penalty referred to in paragraph (1A) may be imposed for a period of up to six months from the date set out in the order made under paragraph
(1)(b)(ii). (1C) The application of a periodic penalty under paragraph (1A) shall not prevent the Bank from imposing administrative pecuniary penalties or other administrative measures in accordance with these Regulations for the same breach.”, (c) in paragraph
(2)– (
  1. i)by the substitution of the following subparagraph for subparagraph (f): “(
  2. f)carrying out at least one of the activities referred to in point
(1)(b) of Article 4
(1)of the Capital Requirements Regulation and meeting the threshold indicated in the said point
(1)(
  1. b)without being authorised as a credit institution, except for entities requesting a waiver under section 31R of the Act of 1971;”, (
  2. ii)by the insertion of the following subparagraphs after subparagraph (f): “(
  3. g)a proposed acquirer within the meaning of Regulation 25A fails to notify the Bank of a direct or indirect acquisition of a material holding; (
  4. h)any of the entities referred to in Regulation 25G fail to notify the Bank of a direct or indirect disposal of a material holding that exceeds 15 per cent of the eligible capital of that entity; (
  5. i)any of the entities referred to in Regulation 25J
(1)execute a material transfer of assets and liabilities without notifying the Bank; (j) a financial stakeholder referred to in paragraph
(1)of Regulation 25M carries out a merger or division in breach of that Regulation.”, and (d) by the insertion of the following paragraphs after paragraph
(4): “
(5)The total annual net turnover referred to in paragraph
(1)(b)(iii) shall be the sum of the following items, determined in accordance with Annexes III and IV to Commission Implementing Regulation (EU) 2021/451 of 17 December 202033 : (
  1. a)interest income; (
  2. b)interest expenses; (
  3. c)expenses on share capital repayable on demand; (
  4. d)dividend income; (
  5. e)fee and commission income; (
  6. f)fee and commission expenses; (
  7. g)gains or losses on financial assets and liabilities held for trading, net; (
  8. h)gains or losses on financial assets and liabilities designated at fair value through profit or loss, net; (
  9. i)gains or losses from hedge accounting, net; (
  10. j)exchange differences (gain or loss), net; (
  11. k)other operating income; (
  12. l)other operating expenses.
(6)The basis for the calculation in paragraph
(5)shall be the most recent yearly supervisory financial information which produces an indicator above zero and where the legal person referred to in paragraph
(1)(b)(iii) is not subject to Commission Implementing Regulation (EU) 2021/451 of 17 December 202034 , the relevant total annual net turnover shall be the total annual net turnover or the corresponding type of income in accordance with the applicable accounting framework.
(7)Where the undertaking concerned is part of a group, the relevant total annual net turnover shall be the total net turnover resulting from the consolidated account of the ultimate parent undertaking.”. Amendment of Regulation 55 of Principal Regulations 19. Regulation 55 of the Principal Regulations is amended – (a) by the substitution of the following paragraph for paragraph
(1): “
(1)Notwithstanding Part IIIC of the Act of 1942 and the sanctions set out in section 33AQ of the Act of 1942, sanctions may be imposed by the Bank – (
  1. a)following an inquiry under section 33AO of the Act of 1942, or (
  2. b)in accordance with section 33AR or section 33AV of the Act of 1942, for the contraventions listed in paragraph
(3)and may include any or all of the following: (
  1. i)a public statement that identifies the natural person, institution, financial holding company, mixed-financial holding company or intermediate EU parent undertaking responsible, and the nature of the breach concerned; (
  2. ii)an order requiring the natural or legal person responsible to cease, and desist from, the conduct concerned; (iii) in the case of an institution, withdrawal of the licence or authorisation of the institution in accordance with the enactment under which the licence or authorisation was granted; (
  3. iv)subject to Regulation 150, a temporary ban against a member of the institution’s management body or any other natural person, who is held responsible, from exercising functions in institutions; (
  4. v)in the case of a legal person, administrative pecuniary penalties of up to 10 per cent of the total annual net turnover of the undertaking; (
  5. vi)in the case of a natural person, administrative pecuniary penalties of up to €5 million; (vii) administrative pecuniary penalties of up to twice the amount of the profits gained or losses avoided because of the breach where those can be determined.”, (
  6. b)by the insertion of the following paragraphs after paragraph
(1): “(1A) Notwithstanding Part IIIC of the Act of 1942 and the sanctions set out in section 33AQ of the Act of 1942, in respect of the contraventions listed in paragraph
(3)and where a regulated financial service provider has failed to comply with an order under clause (ii) of paragraph
(1), the Bank may impose a periodic penalty – (
  1. a)in the case of a legal person, of up to 5% of the average daily net turnover, or (
  2. b)in the case of a natural person, of up to €50,000, which, in the case of a continuing contravention, the legal or natural person, as the case may be, shall be obliged to pay in respect of each day on which the contravention continues until compliance is restored. (1B) The periodic penalty referred to in paragraph (1A) may be imposed for a period of up to six months from the date set out in the order made under clause (
  3. ii)of paragraph
(1). (1C) The application of a periodic penalty under paragraph (1A) shall not prevent the Bank from imposing administrative pecuniary penalties or other administrative measures in accordance with these Regulations for the same breach.”, (c) in paragraph
(3)– (
  1. i)in subparagraph (d), by the substitution of “governance arrangements and gender neutral remuneration policies” for “governance arrangements”, (
  2. ii)by the deletion of subparagraphs (e), (f), (i), (k), (l), (iii) by the substitution of the following subparagraph for subparagraph (j): “(
  3. j)an institution fails to maintain a net stable funding ratio in breach of Article 413 or 428b of the Capital Requirements Regulation or repeatedly and persistently fails to hold liquid assets in breach of Article 412 of that Regulation;”, and (
  4. iv)by the insertion of the following paragraphs after paragraph (q): “(
  5. r)an institution fails to meet the own funds requirements laid down in Article 92
(1)of the Capital Requirements Regulation; (
  1. s)an institution or a natural person repeatedly fails to comply with a decision imposed by the Bank in accordance with these Regulations or in accordance with the Capital Requirements Regulation; (
  2. t)an institution fails to comply with the remuneration requirements laid down in Regulations 80, 82 and 83; (
  3. u)an institution acts without the prior permission of the Bank where these Regulation or the Capital Requirements Regulation require the institution to obtain such prior permission or an institution obtained such permission through false statements or does not comply with the conditions under which such permission was granted; (
  4. v)an institution fails to meet the requirements in relation to the composition, conditions, adjustments and deductions related to own funds as laid down in Part Two of the Capital Requirements Regulation; (
  5. w)an institution fails to meet the requirements in relation to its large exposures to a client or a group of connected clients laid down in Part Four of the Capital Requirements Regulation; (
  6. x)an institution fails to meet the requirements in relation to the calculation of the leverage ratio, including the application of derogations laid down in Part Seven of the Capital Requirements Regulation; (
  7. y)an institution fails to report information or provides incomplete or inaccurate information to the Bank in relation to the data referred to in Article 430
(1)to
(3)and in Article 430a of the Capital Requirements Regulation; (
  1. z)an institution fails to comply with the data collection and governance requirements laid down in Part Three, Title III, Chapter 2, of the Capital Requirements Regulation; (
  2. za)an institution fails to meet the requirements in relation to the calculation of the risk-weighted exposure amounts or own funds requirements or fails to have in place the governance arrangements laid down in Part Three, Titles II to VI, of the Capital Requirements Regulation; (
  3. zb)an institution fails to meet the requirements in relation to the calculation of the liquidity coverage ratio or the net stable funding ratio as laid down in Part Six, Titles I and IV of the Capital Requirements Regulation and in Delegated Regulation (EU) 2015/61 of 10 October 201435 .”, and (
  4. d)by the insertion of the following paragraphs after paragraph
(4): “
(5)The total annual net turnover referred to in clause (v) of paragraph
(1)shall be the sum of the following items, determined in accordance with Annexes III and IV to Commission Implementing Regulation (EU) 2021/451 of 17 December 202036 : (
  1. a)interest income; (
  2. b)interest expenses; (
  3. c)expenses on share capital repayable on demand; (
  4. d)dividend income; (
  5. e)fee and commission income; (
  6. f)fee and commission expenses; (
  7. g)gains or losses on financial assets and liabilities held for trading, net; (
  8. h)gains or losses on financial assets and liabilities designated at fair value through profit or loss, net; (
  9. i)gains or losses from hedge accounting, net; (
  10. j)exchange differences (gain or loss), net; (
  11. k)other operating income; (
  12. l)other operating expenses.
(6)The basis for the calculation in paragraph
(5)shall be the most recent yearly supervisory financial information which produces an indicator above zero and where the legal person referred to in paragraph
(1)(b)(v) is not subject to Commission Implementing Regulation (EU) 2021/451 of 17 December 202037 , the relevant total annual net turnover shall be the total annual net turnover or the corresponding type of income in accordance with the applicable accounting framework.
(7)Where the undertaking concerned is part of a group, the relevant total annual net turnover shall be the total annual net turnover resulting from the consolidated account of the ultimate parent undertaking.”. Amendment of Regulation 58 of Principal Regulations 20. Regulation 58 of the Principal Regulations is amended – (a) by the designation of the existing provision as paragraph
(1), (b) in paragraph
(1)– (
  1. i)by the substitution of “the type and level of administrative penalties or other administrative measures” for “the type of administrative penalties or other administrative measures and the level of administrative pecuniary penalties”, (
  2. ii)in subparagraph (g), by the substitution of “of the breach;” for “of the breach.”, and (iii) by the insertion of the following subparagraphs after subparagraph (g): “(
  3. h)criminal penalties previously imposed for the same breach on the natural or legal person responsible for that breach; (
  4. i)the financial strength of the natural or legal person responsible of the breach, as indicated, inter alia by the total turnover of a legal person or the annual income of a natural person.”, and (
  5. c)by the insertion of the following paragraphs after paragraph
(1): “
(2)In the exercise of the powers of the Bank to impose administrative penalties and other administrative measures, the Bank shall cooperate closely with competent authorities in other Member States to ensure that those penalties and measures produce the results aimed at by these Regulations.
(3)The Bank shall also coordinate its actions with competent authorities in other Member States to prevent accumulation and overlap when applying administrative penalties and other administrative measures to cross-border cases.
(4)The Bank, together with the competent authorities in other Member States, may apply penalties in relation to the same natural or legal person responsible for the same act or omission in the case of an accumulation of administrative and criminal proceedings related to the same breach.
(5)Any such accumulation of proceedings and penalties, as allowed for in paragraph
(4), shall be strictly necessary and proportionate to pursue different and complementary objectives of general interest.
(6)The Bank shall have in place appropriate mechanisms ensuring that other competent authorities and judicial authorities are

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