CRD VI: Belgium adopts new rules for third-country branches banking activities

Among other reforms, it implements the new harmonised regime imposing the establishment of a branch authorised by the National Bank of Belgium (the “NBB”) for non-EEA (third country) undertakings to provide core banking services in Belgium. While the Belgian text largely mirrors the CRD VI Directive, it embeds a number of national specificities. With the law now adopted, in-scope institutions should move from monitoring to action ahead of the 11 January 2027 application date for the third country branch regime.

In a nutshell:

• Third-country undertakings providing “core banking services” in Belgium will need an authorised NBB branch unless an exemption applies, from 11 January 2027.
• Contracts for in scope core banking services entered into before 11 July 2026 are grandfathered as acquired rights for the Belgian borrowers.
• Already-authorised branches of third country undertakings will be able to keep their authorisation subject to NBB reassessment against compliance with the new statutory requirements.

1. The new Belgian legal framework

Prior to the implementation of CRD VI, the regulatory treatment of cross-border lending by third-country institutions varied significantly across Member States. While certain jurisdictions, such as France, already required a local establishment or licensed presence in order to conduct lending activities, others, including Belgium and Ireland, generally permitted cross-border lending to corporate borrowers without requiring local authorisation, while maintaining specific regimes governing the establishment and operation of third-country branches.

The European legislator took the view that this fragmentation entailed risks to financial stability and market integrity in the European Union (the “EU”), justifying a common set of minimum requirements (see recital 17 CRD VI). CRD VI introduces a harmonised regime for the provision of certain ‘core banking services’ (deemed in-scope) in the EU by third-country undertakings.

In Belgium, its transposition is achieved principally by amending, amongst others, the Law of 25 April 2014 on the legal status and supervision of credit institutions (the “Banking Law”), the law of 22 February 1998 establishing the organic statute of the National Bank of Belgium and the law of 20 July 2022 on the status and supervision of stockbroking firms. New articles 333 to 340/1 of the Banking Law transpose the harmonised regime for third-country branches set out in articles 21quater and 47 to 48 octodecies of CRD VI.

2. The new CRD VI regime

3. Staggered entry into force and transition period

Article 355 of the Belgian CRD VI Law provides for phased entry-into-force dates rather than a single date. The key point for third-country players: the branch regime enters into force and will fully apply as of 11 January 2027.

The new requirements are without prejudice to contracts entered into before 11 July 2026, which are safeguarded as acquired rights (grandfathering). However, material amendments to such contracts are likely to bring them within the new regime, and renewals or extensions should not be assumed to benefit from the protection in every case.

Additionally, branches in Belgium of third-country credit institutions already authorised by the NBB will be able to retain their authorisation, provided that, following a reassessment by the NBB, they can be considered to meet the new statutory requirements.

The new reporting obligations of third-country branches will only fully take effect once the European Banking Authority has defined the necessary detailed rules.

4. A broader transposition package…

Although the third-country branch regime constitutes the most far-reaching reform affecting non-EEA banking groups, the Belgian CRD VI Law also introduces a number of significant changes for Belgian credit institutions and banking groups. These include measures aimed at strengthening the independence of the supervisory authority (applicable to the NBB only), the integration of ESG-related risks and risks stemming from crypto-asset activities and exposures, enhanced governance requirements, a harmonised framework for the supervisory assessment of material transactions, adjustments linked to the implementation of the output floor, and an expansion of the NBB's enforcement toolkit, notably through broader powers to impose periodic penalty payments.

The Belgian CRD VI Law further transposes Directive (EU) 2023/2864 and implements Regulation (EU) 2023/2859 establishing the European Single Access Point (ESAP), as well as Directive (EU) 2024/2994 on the treatment of concentration risk arising from exposures to central counterparties.

How can we help?

With the Belgian CRD VI Law now adopted, the practical work begins. Our Financial Regulatory team advises credit institutions, banking groups and third-country players on mapping their exposure to the new regime, preparing branch authorisation applications, assessing reliance on the available exemptions, and bringing existing branches into line with the new capital, liquidity, governance and reporting requirements ahead of 11 January 2027.

As a fully integrated cross-border firm with offices in Belgium, the Netherlands, Luxembourg and Switzerland, we are well placed to guide you through the new regime. Please feel free to contact one of our lawyers listed below.