15 per cent, 60 working days: the half of CRD VI already in force

One article of CRD VI became famous: Article 21c, the branch requirement for third-country banks, and with it the date 11 January 2027. The Directive has a second half that almost nobody read — and that is the half already in force. Since 11 January 2026, acquisitions of holdings, transfers of assets, mergers and divisions by banks have been under supervisory control. In Germany the regime has been anchored in the Banking Act since 1 April 2026. This piece reads Articles 21a and 27a to 27k against their German transposition — the three thresholds, the three different procedures, and the one asymmetry nobody expects.

Two halves, two dates — only one was discussed

Directive (EU) 2024/1619 amends Banking Directive 2013/36/EU in dozens of places. For the question of what applies when, a single provision governs: Article 2(1). It requires Member States to adopt the transposing measures by 10 January 2026 and to apply them from 11 January 2026. The text names only two exceptions:

“However, Member States shall apply the measures necessary to comply with the amendments set out in Article 1, points (9) and (13), from 11 January 2027.”

Point (9) inserts Article 21c — the branch requirement. Point (13) contains the third-country branch regime. Those are the two points the entire public debate has revolved around, and they are indeed deferred to 2027.

The transaction regime, by contrast, sits in point (12) (“in Title III, the following chapters are added”), and the changes to holding-company approval in point (7). Neither is named in Article 2. For them the base date stands. Anyone who filed CRD VI away as “arriving in 2027” has misdated the half that is already running by more than a year.

1. 19 June 2024

   Published in the Official Journal

   Directive (EU) 2024/1619 is promulgated and enters into force on 9 July 2024.

2. 10 January 2026

   Transposition deadline

   By this date Member States must have adopted and published the national provisions.

3. 11 January 2026

   Transaction regime applies

   Articles 21a and 27a to 27k apply from here. The deferral to 2027 covers only points (9) and (13) of Article 1.

4. 25 March 2026

   German transposition

   The Banking Directive Implementation and Bureaucracy Reduction Act (Federal Law Gazette 2026 I No. 81) creates §§ 2h and 2i KWG and extends § 24 KWG. In force on 1 April 2026 — almost three months after the EU deadline.

5. 17 July 2026

   EBA delivers the technical standards

   The final draft RTS and ITS on information lists and assessment methodology go to the Commission. They had not been adopted at the time of writing.

6. 11 January 2027

   Branch requirement under Article 21c

   Only here does the regime begin that has been argued over for two years — a different subject with a different addressee.

Three thresholds, three denominators

“Material” is not an open-ended concept in the Directive; it is defined three times, with three different denominators. This is where summaries usually blur, because they pack all three numbers into one sentence.

Operation	Threshold	Denominator	Source
Acquisition of a material holding Not the purchase price, not the size of the target, not a share of voting rights — the buyer’s own capital base is the yardstick	15 %	eligible capital of the acquirer	Art. 27a(2); § 1(9b) KWG
Material transfer of assets and liabilities Intra-group the threshold is 15 %; for parent financial holding companies the percentages apply on a consolidated basis	10 %	total assets or liabilities of the transferring entity	Art. 27f(2); § 1(9a) KWG
Merger or division Recital 10: "Only operations consisting in mergers or divisions should be treated automatically as material operations"	none	always treated as material	Art. 27h to 27k; § 2i KWG
Divestiture of a material holding Notification of the size only — no assessment procedure	15 %	as for the acquisition	Art. 27d; § 24(1f) sentence 4 KWG

Four categories of transfer are left out of the 10 per cent calculation, and the list is exhaustive: non-performing assets, assets destined for a cover pool within the meaning of Directive (EU) 2019/2162, assets to be securitised, and transfers in the context of the resolution tools under Title IV of Directive 2014/59/EU. Selling an NPL portfolio therefore does not trigger the duty; transferring a performing loan book does.

The acquisition procedure: notify, clock, silence as consent

For the acquisition of a material holding the Directive builds a procedure modelled on the qualifying-holding assessment, but pointing the other way: what is examined is not who buys into the bank, but what the bank itself buys.

The sequence under Article 27a CRD VI and § 2h KWG

1. 01

   Notification in advance

   The CRR credit institution notifies its intention to acquire, directly or indirectly, stating the size and the information needed for the assessment. Where the threshold is also crossed on a consolidated basis, the notification goes to the consolidating supervisor as well.

2. 02

   Acknowledgement within 10 working days

   The authority acknowledges receipt and states the date on which the assessment period expires. Only that acknowledgement starts the clock.

3. 03

   60 working days of assessment

   What is assessed is the prospect of sound and prudent management: whether the institution can continue to meet prudential requirements, and whether there are reasonable grounds to suspect money laundering in connection with the acquisition.

4. 04

   Further information until working day 50

   Missing information may be requested no later than the 50th working day. The period is suspended until the answer arrives, for a maximum of 20 working days.

5. 05

   Extended suspension of 30 working days

   Where the target sits in or is regulated by a third country, or where an exchange with the anti-money-laundering authorities is necessary, the suspension extends to up to 30 working days.

6. 06

   Silence counts as approval

   If the authority does not oppose within the assessment period, the acquisition is deemed approved. An opposition must be reasoned and issued within two working days of completing the assessment and before the period ends.

At one point German law goes beyond the Directive, and the difference matters in practice. Article 27a(14) provides only for tacit approval. § 2h(14) KWG adds a second sentence:

“Completion of the acquisition of the material holding is prohibited until the assessment period expires or the supervisory authority confirms earlier in writing or electronically.”

Germany therefore has an express standstill obligation that the EU text does not contain for acquisitions. Anyone timing a transaction off the Directive alone, without reading the German version, will schedule closing up to three months too early.

The asymmetry nobody expects: mergers have no clock

For mergers and divisions the intuitive assumption is the strictest procedure with the longest deadline. The text says otherwise — and in a way that cannot be a drafting slip.

Article 27i(7) lays down a clear completion ban: “The proposed operation shall not be completed before the competent authority has issued a positive opinion.” § 2i(7) KWG reproduces it verbatim. But the 60-working-day assessment period in paragraph 4 and the deemed-positive rule in paragraph 9 are both expressly tied to one condition: they apply only where the operation involves financial stakeholders from the same group.

For a merger of two independent institutions this means completion only after a positive opinion, but no statutory period within which that opinion must be issued — and no silence that counts as consent. That this is intended is stated in recital 11:

“In the case of the acquisition of a material holding, or where the proposed operation involves only financial stakeholders from the same group, that assessment should be limited in time.”

Operation	Advance notification	Assessment period	Completion before decision
Acquisition of a material holding The standstill is a German addition; Art. 27a provides only for tacit approval	yes	60 working days, silence = approval	prohibited in Germany (§ 2h(14) sentence 2 KWG)
Material transfer of assets Art. 27f provides no assessment procedure; Art. 27g penalises only the failure to notify	yes, by every entity involved	none — acknowledgement within 10 working days only	not blocked
Intra-group merger or division For purely intra-group mergers the authority need not carry out the assessment at all under Art. 27i(2)	yes	60 working days, silence = positive opinion	prohibited until a positive opinion
Merger or division with third parties Art. 27i(4) second subparagraph and (9) tie both the period and the fiction to intra-group operations	yes	no statutory period	prohibited until a positive opinion

Anti-money-laundering supervision becomes part of transaction review

What is new is not only that an assessment happens, but what it covers. Alongside the classic prudential criterion — can the institution continue to meet its requirements — Article 27b(1)(b) puts a second one of equal rank:

“whether there are reasonable grounds to suspect that, in connection with the proposed acquisition, money laundering or terrorist financing … is being or has been committed or attempted, or that the proposed acquisition could increase the risk thereof.”

The mechanism is spelled out in paragraphs 2 and 3 and transposed precisely in § 2h(12) KWG: the supervisory authority must request confirmation from the authorities responsible under the anti-money-laundering directive that no grounds for suspicion exist. A contrary opinion received within 30 working days must be duly taken into account — and may support a prohibition. At the same time, sentence 4 expressly forbids the authority from imposing prior conditions on the size of the acquisition or examining the economic needs of the market. It is a risk assessment, not a market-structure assessment.

Holding structures: an automatic status becomes an application

The second block concerns Article 21a — the approval of financial and mixed financial holding companies. Three changes matter, and they point in different directions.

First, exemption from the approval requirement is no longer a status you grow into. The amended Article 21a(4) now opens with “The financial holding company or mixed financial holding company may seek exemption from approval under this Article”; § 2f(4) KWG transposes this as the authority granting the exemption “on application”. Anyone who meets the conditions has an entitlement; anyone who files nothing has no exemption.

Second, the role of the designated entity is widened. Under the new point (c) that role can be taken not only by a subsidiary credit institution but also by a subsidiary holding company approved under Article 21a. § 2f(4) sentence 1 no. 3 KWG names both options side by side: a subsidiary CRR credit institution or a subsidiary financial or mixed financial holding company approved under paragraph 3.

Third — and this is the genuine novelty — the newly inserted Article 21a(4a) allows an exempted holding company to be excluded from the perimeter of consolidation. This is transposed in § 10a(3) KWG. Three conditions must be met cumulatively:

• The exclusion does not affect the effectiveness of the supervision of the subsidiary credit institution or of the group Art. 21a(4a)(a); § 10a(3) no. 1 KWG
• The holding company has no equity exposures other than in the subsidiary credit institution or in the intermediate parent holding company controlling it Art. 21a(4a)(b); § 10a(3) no. 2 KWG — a second holding outside that chain ends the option
• The holding company makes no substantial recourse to leverage and has no exposures unrelated to that ownership Art. 21a(4a)(c); § 10a(3) no. 3 KWG — acquisition financing at holding level is the critical point here
• Exemption from the approval requirement is not enough on its own § 2f(4) sentence 4 KWG keeps exempted companies inside the perimeter of consolidation "subject to § 10a(3)"

Two qualifications belong with this. The decision is discretionary — § 10a(3) KWG says the authority “may … on a case-by-case basis … exclude”, not “shall”. And the exclusion cuts both ways: it lowers reporting effort but shifts own-funds requirements down to the subsidiary institution. Goodwill carried at holding level, which previously had to be deducted from Common Equity Tier 1 on a consolidated basis, drops out of the calculation with it. Whether that relieves or burdens a particular group is decided by the structure, not by the principle.

What this means if you are not a bank

The circle of addressees is narrow: CRR credit institutions and financial or mixed financial holding companies within the scope of Article 21a(1). Large investment firms are not caught by a provision of CRD VI of their own but through the definition of a credit institution in Article 4(1)(1)(b) of Regulation (EU) No 575/2013 — it covers undertakings dealing on own account or underwriting whose consolidated assets reach or exceed EUR 30 billion. Private individuals and ordinary trading companies do not appear among the addressees.

Indirectly the regime reaches you in three places:

• Your bank merges, divides, or transfers a portfolio Timelines get longer and less predictable — for mergers with third parties the statutory deadline is missing altogether. Nothing changes in your contract, but it explains why announced combinations slip.
• A bank takes a stake in your company Above 15 % of its eligible capital this becomes a supervisory procedure with a 60-working-day clock, an anti-money-laundering enquiry and a German standstill — regardless of the fact that your company is not supervised.
• You hold a holding company above a supervised institution Exemption from approval and exclusion from the perimeter of consolidation are two separate applications with separate conditions; § 10a(3) KWG is the second of them.
• You hold an account or a securities portfolio with a bank abroad That has nothing to do with this regime. That is the Article 21c question — different addressee, different date, different article.

One detail is worth noting for anyone looking towards Georgia, because it makes an otherwise abstract distinction tangible: where the target sits in or is regulated by a third country, § 2h(10) no. 1 KWG extends the suspension of the assessment period to up to 30 working days. A third-country nexus is therefore not a ground for refusal but a time factor — and one the statute quantifies.

Readers who want the underlying logic of the addressee question will find it in the piece on the other half of the Directive: 11 January 2027: What Article 21c actually prohibits. It also sets out why the claim that the Union bans foreign accounts for private individuals fails on the text.

What is still open at the time of writing

Two building sites remain, and both matter more in practice than in doctrine.

The technical standards have not been adopted. Article 27b(7) mandates the EBA to specify the minimum information, a common assessment methodology and the procedure; submission to the Commission was due by 10 July 2026. The final draft RTS and ITS have been available since 17 July 2026 but have not yet been adopted by the Commission. Until then the scope of the documents to be filed is set nationally: § 2h(1) sentence 6 KWG obliges BaFin to publish the list of required information on its website and allows it to specify the filing channel, type, form and extent there.

Austria has not yet transposed. The ministerial draft amending the Banking Act and the Financial Market Authority Act (108/ME XXVIII. GP) was tabled on 20 May 2026, and the consultation period ended on 18 June 2026. Neither a government bill nor publication in the Federal Law Gazette existed at the time of writing. For Austrian institutions that does not mean nothing applies — the transposition deadline passed on 10 January 2026, and a directive produces effects against the State that late transposition does not undo. It does mean the national procedural framework against which a timetable could be set is missing.

What follows from this

Five checks before a transaction is scheduled

1. 01

   Establish the addressee first

   Is one of the parties a CRR credit institution or a financial or mixed financial holding company within the scope of Article 21a(1)? If the answer is no for everyone involved, the analysis ends here.

2. 02

   Compute the right threshold against the right denominator

   15 per cent of the acquirer’s eligible capital for an acquisition, 10 per cent of assets or liabilities for a transfer — 15 intra-group — and no threshold at all for a merger or division.

3. 03

   Time the deal against the German text, not the Directive

   The standstill in § 2h(14) sentence 2 KWG has no counterpart in Article 27a. Planning off the EU text alone puts closing too early in the calendar.

4. 04

   Budget for no deadline in third-party mergers

   Completion only after a positive opinion, with no statutory endpoint. That belongs in the contract architecture as a condition, not as an assumption.

5. 05

   Schedule the anti-money-laundering enquiry

   The supervisor requests confirmation from the AML authority; a contrary opinion within 30 working days can support a prohibition. That is a workstream of its own, not a by-product of the documentation.

The sober conclusion: CRD VI did not tighten supervisory law here because someone suspected abuse, but because supervisors simply had no instrument for operations that change an institution’s risk profile. Recital 9 frames it as closing a gap, not as suspicion. What follows for practice is less dramatic than the headlines and more concrete than the debate about 2027 suggests: more lead time, one additional workstream, and a date that falls a year and a half earlier than assumed.

Frequently asked questions

Does this affect me as a private client or as an ordinary business owner?

Not directly. Articles 27a to 27k address CRR credit institutions and financial or mixed financial holding companies within the scope of Article 21a(1) — banks and the holding companies above them. Private individuals and ordinary trading companies do not appear among the addressees. Indirectly it reaches you in three places: when your bank merges or transfers a portfolio, when a bank takes a stake in your company — recital 9 expressly covers holdings in non-financial sector entities — and when you hold a holding company above a supervised institution.

When does this apply — 2026 or 2027?

Since 11 January 2026. Article 2(1) of Directive (EU) 2024/1619 requires Member States to apply the transposing measures from that date and defers only points (9) and (13) of Article 1 to 11 January 2027. The transaction regime sits in point (12) and is therefore not deferred. Germany brought it into force on 1 April 2026 through the Banking Directive Implementation and Bureaucracy Reduction Act of 25 March 2026 (Federal Law Gazette 2026 I No. 81); § 64c KWG contains no deferral for §§ 2h, 2i or § 24(1f). The date 11 January 2027 belongs to the third-country branch regime, not to this one.

What exactly is a "material holding"?

A holding in another undertaking equal to or more than 15 per cent of the eligible capital of the acquirer — Article 27a(2) of the Directive, and § 1(9b) KWG in identical terms. The denominator is what matters: the yardstick is the buyer's own funds, not the size of the target, not the purchase price and not a percentage of voting rights. Where the acquirer is an institution, Article 27a(3) applies the threshold both on an individual basis and on the basis of the consolidated situation.

Does the supervisor have to approve, or only be told?

It depends on the operation, and the three answers differ. An acquisition of a material holding runs through a 60-working-day assessment period; if the authority stays silent, Article 27a(14) deems the acquisition approved. A material transfer of assets and liabilities stops at a notification with an acknowledgement of receipt under Article 27f — no assessment procedure, no standstill. Mergers and divisions are the strictest: under Article 27i(7) the operation may not be completed before a positive opinion has been issued.

Why do mergers have no statutory deadline?

Because the Directive deliberately limits the clock to two cases. Recital 11 says so: "In the case of the acquisition of a material holding, or where the proposed operation involves only financial stakeholders from the same group, that assessment should be limited in time." The 60-working-day assessment period and the deemed-positive rule in Article 27i(4) and (9) are therefore tied to intra-group operations. For a merger between independent institutions the completion ban in paragraph 7 applies with no statutory endpoint. § 2i(4) sentence 2 and (9) KWG reproduce that asymmetry unchanged.

What changes for holding structures above a bank?

Two things worth keeping apart. First, exemption from the approval requirement is no longer automatic but an application: Article 21a(4) now reads "may seek exemption", and § 2f(4) KWG speaks of granting it "on application". Second, the newly inserted Article 21a(4a) allows an exempted holding company to be excluded from the perimeter of consolidation on a case-by-case basis — transposed in § 10a(3) KWG, with three cumulative conditions and at the supervisor's discretion. Exemption alone is not enough: § 2f(4) sentence 4 KWG expressly keeps exempted companies inside the perimeter subject to § 10a(3).

This article is general information and does not constitute legal or tax advice. The EU-law statements refer to Directive (EU) 2024/1619 (OJ L, 2024/1619, 19.6.2024) — in particular recitals 9 to 14, the amended Article 21a and Articles 27a to 27k inserted into Directive 2013/36/EU, and Article 2 of the amending directive — and to Article 4(1)(1)(b) of Regulation (EU) No 575/2013. The German statements follow the Banking Act as amended by the Banking Directive Implementation and Bureaucracy Reduction Act of 25 March 2026 (Federal Law Gazette 2026 I No. 81), in force since 1 April 2026 — in particular §§ 1(9a) and (9b), 2f, 2h, 2i, 10a(3), 24(1f) and 64c KWG. The Austrian statements follow ministerial draft 108/ME XXVIII. GP, which had not been enacted at the time of writing. German statutory text is quoted in the author’s translation; the German wording governs. Status: August 2026, subject to changes in the law.