Five ways to prepare for CRD VI

Identify every point at which your institution lends, guarantees, or accepts deposits from EEA counterparties.

• Under CRD VI, these activities will require a locally licensed EEA branch unless a narrow exemption applies.
• Cross‑border lending that historically avoided licensing obligations (e.g., by ensuring transactions did not occur “in the EEA”) will no longer be sufficient.

►Produce a detailed inventory of all lending, guarantee and deposit‑taking activities involving EEA clients, identifying where and how each engagement touches the EU.

CRD VI introduces Article 21c, requiring third country institutions to establish either:

• a registered EEA branch (limited to the Member State in which it is registered), or
• an EEA licensed subsidiary with passporting rights across the EU.

A subsidiary costs more but offers EEA‑wide access; a branch is limited locally. Smaller lenders may instead partner with a local fronting bank or adviser where available.

►Produce a structured decision analysis comparing the branch and subsidiary options, with recommendations aligned to your strategic EU footprint.

As detailed in this article, only limited exemptions remain under CRD VI for non-EEA banks:

• Genuine reverse solicitation – (client approaches the firm exclusively on its own initiative)
• Interbank lending
• Intra group transactions

Anti avoidance provisions are extensive, and these routes will not support sustained or large volume activity.

►Produce a documented assessment of each transaction type, confirming whether an exemption applies and setting out the compliance rationale.

CRD VI is a Directive, meaning EU Member States will implement requirements differently. Early evidence already shows likely divergences, particularly around transitional provisions, and authorisation processes. This article also offers some insights from BCLP’s French and German offices on what to expect in their jurisdictions.
Firms should:

• Track implementation jurisdiction by jurisdiction.
• Prepare for additional capital, liquidity, governance, and reporting requirements for authorised branches.

►Produce a jurisdiction by jurisdiction regulatory map outlining national transposition status, supervisory expectations and expected divergence risks.

►Ensure your lending and sales teams are aware of the rules and of any changes made to your business processes to ensure CRD VI compliance. 

Restructuring business models, securing a licence, or establishing a new branch typically takes significant time.

• Applications will need to meet detailed EBA guidance on branch authorisation, due by 10 July 2026. 
• Firms may need to reorganise their EU footprint, including potentially consolidating activities into one EEA subsidiary.

►Produce a board ready transition roadmap covering licensing strategy, structural changes, governance updates and client communication planning.