The new framework under CRD VI introduces significant changes for non-EU banks providing loans and other core banking services to clients in the Netherlands and across the EU, in particular through the introduction of a branch requirement. As the grandfathering regime for existing loans under CRD VI will only be available for loan agreements entered into before 11 July 2026 and is subject to conditions, affected institutions should take action and assess the implications for their existing and future activities in the Netherlands and across the EU.

New requirements for non-EU banks in the Netherlands approaching fast

The Dutch Senate (Eerste Kamer) has recently approved the Dutch implementation act (Implementatiewet kapitaalvereisten 2026), implementing key elements of the sixth Capital Requirements Directive (CRD VI) into Dutch law. This marks an important development for non-EU banks in their approach to lending and other core banking services to, among others, corporate borrowers in the Netherlands and across the EU, introducing a new regulatory framework for such non-EU banks.

Under the current Dutch regime, lending to corporate borrowers is unregulated, meaning that non-EU entities have historically been able to provide loans to corporate borrowers in the Netherlands on a cross-border basis without a local licence. This position will change fundamentally under CRD VI and the Dutch law that implements these new requirements has now been approved through the Dutch legislative procedure. The Dutch implementation act will take effect on a date to be determined by royal decree (koninklijk besluit).

Introduction of a new branch requirement

CRD VI introduces a harmonised EU-wide regime governing the establishment and supervision of branches of non-EU institutions operating in the EU. A key feature of this regime is the requirement for certain non-EU institutions to establish a licensed branch in each EU Member State where they conduct core banking activities.

For lending activities, this requirement will apply specifically to non-EU banks, meaning institutions that would qualify as a bank if they were established in the EU. Non-bank lenders from outside the EU are not subject to the branch requirement when providing loans to corporate EU borrowers, provided they do not engage in other core banking activities, more specifically deposit-taking and providing guarantees. In the Netherlands, non-EU bank branches will need to obtain a branch licence from the Dutch Central Bank (De Nederlandsche Bank N.V., DNB) and will be subject to prudential supervision by DNB.

Limited exceptions

The new regime contains limited exceptions. In particular, the branch requirement does not apply to reverse solicitation, where the EU client exclusively initiates the relationship/transaction. Furthermore, it does not apply to certain MiFID II activities, including investment services with ancillary lending or deposit-taking. These exceptions provide only limited flexibility for non-EU banks to continue cross-border lending without a local presence.

Grandfathering regime and upcoming deadline

The branch requirement will apply from 11 January 2027 onwards. CRD VI includes a transitional regime for existing contracts, under which agreements concluded before 11 July 2026 may continue until their expiry, unless materially amended. This represents a fundamental shift in how non-EU banks access EU markets. Historically, many non-EU banks have operated on a purely cross-border basis without a regulated presence in the EU. Going forward, continued access to EU corporate borrowers will increasingly depend on establishing a regulated presence or restructuring activities. Various structuring options may be available to non-EU banks, involving legal, regulatory and tax considerations.

With the Dutch implementation act now approved and the deadline for using the grandfathering regime for existing loans approaching fast, non-EU banks with existing EU lending portfolios should take timely action to assess the impact of CRD VI and ensure that their European operations remain compliant and uninterrupted.

Contact

If you have any questions about how these branch requirements might affect your business, the structuring options that may be available to your business, or if you need assistance with regulatory authorisations in the Netherlands or elsewhere, please contact our Financial Regulatory Team.