knowledge 14 July 2026 |

Ireland transposes CRD VI

Key Points

The Irish statutory instrument tracks the language of CRD VI very closely, reflecting Ireland’s usual drafting approach when transposing EU Directives. 

Consequently, there is no “gold-plating” of CRD VI’s requirements (i.e. no Ireland-specific additional requirements), in particular with regard to the third-country branch requirement in Article 21c.  This will help in-scope banking service providers to take a more coherent and standardised approach when dealing with Irish and other EU customers.

Another consequence of Ireland’s close transposition of CRD VI is that lobbying efforts to have certain ambiguities in the text of CRD VI clarified by national legislation (e.g. re the scope of the MiFID exemption) have not been reflected in the Irish legislation. 

Article 21c:  Third-Country Branch Requirement

While CRD VI addresses a broader range of issues, the key focus for international banking service providers has been a new requirement under Article 21c for the establishment of a regulated branch when certain core banking services are provided.

What undertakings and activities require a regulated branch?

Any third-country (i.e. non-EU) undertaking “taking deposits and other repayable funds” in a Member State will be required to establish a regulated branch.

Any third-country undertaking that would be a “credit institution” (i.e. a bank or very large investment firm) if established in the EU will be required to establish a regulated branch if it is either:

• lending, which is broadly defined (for example, it includes factoring); or
• providing guarantees and commitments.

Each of those activities is defined by reference to the list of banking activities that can be passported throughout the EU.  The most significant in an Irish context will be lending as corporate lending does not currently require authorisation.  Helpfully, third-country lenders that are not banks (or very large investment firms that would qualify as “credit institutions” if in the EU) will not be affected by the Article 21c branch requirement, meaning that the credit opportunities provided by those lenders will continue to be available to Irish and other EU borrowers.

Exemptions

There are a number of important exemptions that in-scope banking service providers should consider:

• “reverse solicitation” (i.e. where an EU customer approaches the third-country undertaking on its own exclusive initiative);
• inter-bank arrangements;
• intra-“group” arrangements (as defined);
• activities that are accommodating ancillary services (e.g. deposit-taking or the provision of credit) for MiFID II investment services;
• “grandfathering” of pre-existing contracts entered into before 11 July 2026 (in order to preserve the customer’s acquired rights).

In addition to the specific statutory exemptions, there are also a number of structuring solutions that can be explored (e.g. lending through a third country entity that is not a bank; lending to a non-EU borrower; or restructuring the transaction into a financial instrument that does not constitute “lending”).

Some Important Dates

11 January 2027	Measures requiring establishment of a regulated branch come into effect.
Pre-11 July 2026	The grandfathering exemption only applies to contracts entered into before 11 July 2026.  Consequently, even though the requirement for a regulated branch does not take effect until 11 January 2027, contracts entered into between 11 July 2026 and 11 January 2027 will still fall within the scope of the branch requirement.

 

Conclusion

The publication of the Irish transposing legislation is an important next step as the 11 January 2027 deadline draws near.  The passing of the grandfathering cut-off date (on 11 July 2026) should also serve to focus minds on the importance of ensuring transaction structures and approaches are fully aligned with changing regulatory requirements. 

If you have any questions about any of the developments mentioned in this briefing, please get in touch with one of the below key contacts, or your usual contact at McCann FitzGerald LLP.