18 December 2025
The Revised Capital Requirements Directive (CRD6): Key considerations ahead of its application
Key takeaways
- Directive (EU) 2024/1619 amending the Capital Requirements Directive (CRD) as regards supervisory powers, sanctions, third-country branches, and environmental, social and governance (ESG) risks, also known as CRD6, will apply from 11 January 2026.
- Despite the January deadline, not all Member States have adopted laws to transpose CRD6 at the time of publication of this briefing. As a result of these national differences, credit institutions with cross-border operations will have to navigate a more challenging internal market.
- The key changes introduced by CRD6 span the provision of core banking services by third-country credit institutions, internal governance and corporate transactions. These Level 1 rules are accompanied by a large number of delegated acts and guidelines, which will require credit institutions to implement major changes in both management decision-making and business operations.
- Moreover, given that not all delegated acts and guidelines have been published to date, credit institutions must be able to implement these pending rule changes swiftly and on a rolling basis.
Introduction
Directive (EU) 2024/1619 (CRD6), which amends the Capital Requirements Directive (CRD) as regards supervisory powers, sanctions, third-country branches, and environmental, social and governance (ESG) risks, is set to profoundly change the banking sector of the European Union (EU). CRD6 was adopted as part of the Banking Package, together with Regulation (EU) 2024/1623, which amends the Capital Requirements Regulation (CRR3).
EU Member States are required to transpose CRD6 by 10 January 2026. Its measures apply from 11 January 2026, except for the new regime governing branches of third country credit institutions (see below), which applies from January 2027.
This briefing recaps the key changes introduced by CRD6, gives an overview of its transposition in key Member States and discusses the state of play of the delegated rules and guidelines adopted under the framework.
Overview of CRD6
The key changes introduced by CRD6 relate to third-country branches, the governance of credit institutions and corporate transactions.
Third-Country Branches
CRD6 reforms the market access regime for credit institutions which are established in a third-country (third-country credit institutions), when providing “core banking services”1 (i.e. taking deposits, lending and provision of guarantees/commitments) in a Member State. Note that not only banks will be in scope, but also certain non-EU investment firms, meaning that those entities will be in scope that would qualify as a credit institution if incorporated in the EU or, even if such entity does not take deposits, if it meets the CRR III criteria for a large investment firm. This will include non-EU banks and investment firms that deal on an own-account basis or underwrite financial instruments and are large or part of a large group, with total consolidated assets or investment services exceeding EUR 30 billion.
Prior to CRD6, the EU lacked a harmonised market access regime and common prudential framework for third country branches. Under those rules, third-country branches were subject to disparate national regulatory approaches as regards authorisation, capital and prudential requirements and ongoing supervision.
CRD6 now introduces a new set of harmonised rules governing the prudential supervision of third-country branches, including authorisation, regulatory and reporting requirements. The regime also distinguishes third-country branches with systemic importance, which are subject to greater supervision, and introduces broad supervisory powers that apply to all third-country branches.
Under the new rules, firms outside the EU will be prohibited from providing ''core banking services'' to clients in the EU on a cross-border basis unless they establish a branch in that Member State (a third-country branch) and apply for authorisation for such branch to commence or continue carrying out their banking activities2. It should be noted that third-country branches will have no passporting rights of their own, and therefore credit institutions anticipating operating in multiple Member States may require multiple TCBs to be incorporated or consider subsidiarisation to benefit from the passport.
The requirement to establish a branch does not apply in all cases. CRD6 sets out four exemptions that may be available to third-country credit institutions. The reverse solicitation exemption covers scenarios in which a client or counterparty approaches the credit institution at its own exclusive initiative for the provision of core banking services (or services closely related to those originally solicited), which must be interpreted strictly. Also exempted are interbank services (services to EU credit institutions) and intragroup services (services to members of their own group). An important exemption relates to services covered by Directive 2014/65/EU (MiFID II), including any accommodating ancillary services.
Finally, CRD6 contains a grandfathering provision for legacy contracts, as it applies without prejudice to existing contracts that were entered into before 11 July 2026. It should be noted that while the requirement relies on localisation of the services ‘in’ a Member State, CRD6 does not clarify this aspect. Therefore, it remains to be seen how national competent authorities will interpret this provision and whether it will be a driver of divergence across Member States.
Governance
In the area of governance, CRD6 makes changes to the suitability assessment for the leadership of the credit institution and incorporates ESG risks in the microprudential framework.
Prior to CRD6, national rules and processes on fit-and-proper assessments (as part of suitability assessments for members of management bodies) were perceived as diverse and differing, and there have been no harmonised rules for the suitability assessment of key function holders.
CRD6 introduces a harmonised set of rules with the aim of ensuring supervisory convergence and sound governance which shall be further specified by RTS and EBA guidelines3. Key aspects are the introduction of a suitability assessment for key function holders and the harmonisation of requirements and procedural rules for the suitability assessment of members of management bodies and key function holders4.
Focus areas are commitment as to time, understanding of associated risks, limitation of parallel mandates, documentation and reporting. It is worth noting that there also is a focus on diversity of management bodies (as regards age, gender, geographical provenance and educational and professional background, gender balance being of particular importance).
With view to the procedural aspects, the following should be highlighted:
- In principle, the fit-and-proper assessment shall be conducted by the credit institution before members of management take up their position, and also periodically. Credit institutions shall have appropriate internal guidelines and policies in this respect.
- Information on the suitability shall remain up-to-date.
- If a person does not fulfill or no longer fulfills the pertinent requirements and criteria, the credit institution shall remove that person in a timely manner or take additional measures to ensure that such person is or becomes suitable.
For large credit institutions, the requirements and procedural rules are more detailed, also with view to the accompanying documentation and the involvement of the competent supervisory authorities.
The incorporation of ESG risks in the prudential framework affects credit institutions in various ways. They must adopt robust governance arrangements for ESG risk management5. Also, the management body must approve strategies and policies for managing these risks at least every two years, develop specific plans, and have the requisite knowledge skills and experience to do so6. Competent authorities must regularly assess their ESG strategies and risk management plans7.
M&A and reorganisations
Finally, CRD6 impacts the planning and execution of important corporate transactions by credit institutions. To harmonise and expand the powers of supervisors to monitor these operations, CRD6 introduces new supervisory pre-notification and pre-clearance processes for some M&A transactions and reorganisations (in addition to CRD/SSM procedures).
Pre-notification will apply to (1) acquisitions and disposals of material holdings in financial and non-financial sector entities, (2) material transfers of assets or liabilities and (3) mergers and divisions. Pre-clearance will apply to acquisitions of material holdings and mergers and divisions. These requirements will apply to ‘obliged entities’, i.e. EU-based credit institutions, certain EU-based holding companies of EU-based credit institutions and large investment firms that meet size and other criteria under the extended definition of ‘credit institution’ in CRR3.
State of transposition
With the transposition deadline of 10 January 2026 approaching, it is useful to take stock of the state of play in key EU Member States. Please use the dropdown menu below to find out more.
A law was adopted on 30 April 2025 which delegates to the government the power to transpose CRD6 by means of an ordinance. The draft ordinance is currently under discussion between the Treasury and stakeholders (such as professional associations) and is expected to be adopted by year end.
Draft Act on the CRD6 Implementation has been introduced to German parliament and now follows the normal parliamentary procedure (legislative tracker). The draft act has been consulted with industry and stakeholders prior to submission to parliament and provisions where gold-plating has been identified, in particular in the context of third country branches and market-access from third-countries, have been adapted to avoid gold-plating.
See the current state of the legislative process here.
On 10 October 2025, the Government transmitted to the Chamber of Deputies, for the required parliamentary opinion, a draft legislative decree (Draft Decree) containing the provisions for the transposition of CRD6 and CRR3 (soft copy: Atto-del-Governo-sottoposto-a-parere-parlamentare-ottobre-2025-n.-320.pdf). The transposition project aims to introduce significant amendments to Legislative Decree No. 385 of 1 September 1993 (Consolidated Law on Banking), Legislative Decree No. 58 of 24 February 1998 (Consolidated Law on Finance) and to some other provisions (e.g. Law No. 262/2005), with a view to aligning the national legal framework with the new provisions of CRD6 and CRR3.
In summary, the Draft Decree, in addition to the CRD6/CRR3 coordination provisions:
- introduces a detailed regime governing the operations in Italy of banks and banking groups from third-countries (which must establish a branch in Italy in order to carry out deposit-taking or other repayable funds activities, lending activities, and the issuance of guarantees and commitments, save for certain exemption cases);
- revises the rules on professional secrecy and cooperation among authorities, introducing provisions on the exchange of information between prudential supervisory authorities and tax authorities;
- amends the framework governing corporate officers and the heads of key corporate functions by: (i) revising certain procedural rules for the assessment of the fitness and propriety of corporate officers; and (ii) introducing an obligation for all banks to assess the fitness and propriety of the heads of key corporate functions;
- revises the rules on mergers and demergers and introduces a specific regime on qualifying holdings and material transfers of assets or liabilities;
- amends the rules on banking groups and consolidated supervision;
- amends the regime governing administrative sanctions and other administrative measures by introducing, inter alia: (i) penalità di mora (periodic penalty payments), namely payments that the supervisory authority may impose until full compliance is restored, in cases of continued breach of national provisions transposing the CRD, the CRR, or decisions issued by the supervisory authority; and (ii) provisions on the cumulation of criminal and administrative proceedings and sanctions in relation to the same infringement; (iii) amends the regime applicable to Class 1 investment firms (SIM);
- provides that the supervisory authority may grant, upon request, a waiver from the requirement to obtain authorisation as a credit institution under the CRD to an investment firm whose total assets exceed EUR30 billion;
- revises the incompatibility regime applicable to members of the Governing Board of the Bank of Italy and to personnel assigned to supervisory or oversight functions of the Bank of Italy, introducing a specific set of rules governing financial investments made by members of the Governing Board and by personnel performing prudential supervisory functions.
Most new rules apply from 11 January 2027. Existing contracts and authorisations have specific grandfathering clauses.
A draft bill was introduced in the House of Parliament (Chambre des Députés) on 2 October 2025. For more information, see our briefing.
On 30 April 2024, the Dutch Minister of Finance published the first draft implementation act for CRD6 for public consultation (the Implementation Act) (legislative tracker).
Some of the changes will be further implemented via secondary legislation (including amendments to the Dutch Prudential Rules Decree, Besluit prudentiële regels Wft). The Council of State, the Netherlands’ highest advisory body on legislation, raised no objections on the Implementation act of the Goverment and advised in October 2025 to the House of Representatives to adopt the bill.
The Government published Government memorandum (Sw. EU:s bankpaket – Fi2025/01199) on 30 May 2025, setting out measures to transpose CRD6 into Swedish law. The proposal has been circulated for consultation to relevant authorities, organisations, municipalities, and other interested parties. The deadline for the submission of comments in the consultation was 15 September 2025. The Government will submit a referral to the Council on Legislation for consideration, followed by a Government Bill. The Swedish Parliament will then consider and decide on the proposal. There is currently no formal publication date for the Government Bill.
The proposed legislative amendments are intended to enter into force on 11 January 2026, except for the amendments concerning specific authorisation requirements and special supervisory provisions for companies from countries outside the European Economic Area wishing to provide core banking services via a branch in Sweden, which are intended to enter into force on 11 January 2027.
Delegated Acts and EBA guidance
CRD6 tasks the European Commission to adopt delegated acts with regulatory and implementing technical standards (RTS/ITS) to implement the Level 1 rules. These standards must be prepared by 10 January 2026, except for the RTS under Articles 27b.7 and 91.10 CRD, which must be prepared by 10 July 2026. The table below presents an overview of these standards, to the extent relevant for the key changes discussed above.
| Technical standards |
| Art 23.6 CRD – RTS on notification of qualifying holdings (in preparation) |
| Art 27b.7 CRD – RTS on the assessment criteria in relation to an acquisition of a material holding |
| Art 48h.4 CRD – RTS specifying the booking arrangements that third-country branches are to apply (in preparation) |
| Art 48l.1 CRD - ITS on supervisory reporting by third-country branches (in preparation) |
| Art 91.10 CRD – RTS on the minimum content of the suitability questionnaire, curriculum vitae and internal suitability assessment to be submitted to supervisory authorities for large institutions |
In addition, CRD6 tasks the European Banking Authority with the adoption of guidelines, to promote supervisory convergence and consistent application of its provisions. The table below sets out these guidelines, where relevant for the key changes outlined above.
| Guidelines | Deadline |
| Art 48c.8 CRD – guidelines on aspects of the authorisation procedure applicable to third-country branches (in consultation) | 10 July 2026 |
| Art 48e.4 CRD – guidelines on third country branches capital endowment requirement (in consultation) | 10 July 2026 |
| Art 48g.9 CRD – guidelines on the application to third-country branches of the requirements on internal governance, oversight of remuneration policies and risk management ((in preparation, as part of the general internal governance guidelines) | 10 January 2027 |
| Arts 48n.6 and 104a.7 CRD - guidelines for common procedures and methodologies for the supervisory review and evaluation process (SREP) and supervisory stress testing (in consultation) | 10 July 2026 and 10 April 2025 |
| Art 78.6 CRD – voluntary guidelines on supervisory benchmarking of approaches for calculating own funds requirements | N/A |
| Art 87a.5 CRD – guidelines covering inter alia minimum standards and reference methodologies in respect of ESG risks, and the content of plans to manage these risks (guidelines) | 10 January 2026 |
| Art 91.1e CRD – guidelines on the suitability assessment, to specify how the enhanced dialogue to address suitability concerns is to be carried out | N/A |
| Art 91.11 CRD – guidelines on various notions and criteria applicable to members of the management body | 10 July 2026 |
| Art 91a.8 CRD – guidelines on various notions and criteria applicable to key function holders | 10 July 2026 |
| Art 100.4 CRD – guidelines to ensure that consistency, long-term considerations and common standards for assessment methodologies are integrated into the stress testing of ESG risks (in preparation) | 10 January 2026 |
Next steps
The key changes introduced by CRD6 require credit institutions to review and transform major areas of operation, with important strategic implications. In addition, since not all delegated acts and guidelines have been published to date, credit institutions must be able to implement these transforms swiftly and on a rolling basis.
Our European Financial Services Regulatory Team is happy to assist you with technical expertise and practical experience on all aspects of these changes, from high-level strategic considerations to granular operational adjustments, whether your activities cover a single Member State or the entire European Union.
1Pursuant to article 21 c CRD VI, the core banking services affected include: (i) accepting deposits, (ii) granting loans, and (iii) providing guarantees and commitments.
2Article 21c CRD and Title VI CRD
3Article 91 CRD et seq
4Key function holders are defined as persons with significant influence over the direction of an institution but which are not members of the management body (non-exhaustive examples being heads of internal control functions or CFOs)
5Article 74 CRD.
6Articles 76 and 91 CRD.
7Article 87a CRD.
