The European Union (Capital Requirements) (Amendment) Regulations 2026 (the “Amending Regulations”) transpose the Capital Requirements Directive (EU) 2024/1619 (“CRD VI”) into Irish law and came into effect on 10 July 2026.
Regulation 9L implements Article 21c’s Third-Country Branch Requirement, requiring certain third-country firms that carry out “core banking” activities, namely accepting deposits (or other repayable funds), lending including, inter alia: consumer credit, credit agreements relating to immovable property, factoring, with or without recourse, financing of commercial transactions (including forfeiting), and providing guarantees/commitments, in Ireland to establish an authorised branch. The deposit-taking limb catches all third-country firms regardless of their own regulatory status, while the lending and guarantee limbs apply only to firms that would qualify as EU credit institutions if established within the Union. Funds, insurance undertakings and other entities that would not be EU credit institutions fall outside scope, leaving private credit largely unaffected.
Although the Amending Regulations closely mirror the CRD VI text, they fail to define when a service is considered ‘carried out’ in the State. Industry is debating whether a solicitation test, based on customer location, or a characteristic-performance test, based on where the service is essentially delivered, governs scope. Article 21c marks the first time Ireland has regulated lending to Irish corporates on a standalone basis, and its scope remained contested throughout the CRD VI trilogue, leaving the compromise text open to interpretation absent further Central Bank of Ireland or EU-level guidance. The Central Bank’s earlier Brexit-era “Dear CEO” letter, which weighed Irish presence, targeted marketing, dedicated infrastructure, customer volume and customer classification, may offer persuasive, though non-binding, guidance.
The requirement generally applies from 11 January 2027, with grandfathering for contracts entered into before 11 July 2026. Amending an in-scope facility may jeopardise that protection. Available exemptions include:
A branch may suit institutions with material Irish business, such as lending to Ireland’s investment fund and aviation leasing sectors, though a branch cannot be passported across the EU. Pan-European lenders may ultimately need a fully authorised EU credit institution, which requires significant lead time and a full prudential and conduct suite. Alternative structures include lending through non-bank third-country entities, lending to non-EU borrowers, using instruments such as loan notes that fall outside the lending definition, or an AIFMD-authorised loan origination fund.
