CRD VI Transposed into Irish Law: What Firms Need to Know

The transposition of the Sixth Capital Requirements Directive (Directive (EU) 2024/1619)("CRD VI") into Irish law is a significant event for non-EU financial institutions operating in Ireland. The directive includes a harmonised framework governing the provision of core banking services by third-country undertakings ("TCUs") which will replace the fragmented national approaches that previously existed across Member States.

Ireland has faithfully implemented CRD VI through the European Union (Capital Requirements) (Amendment) Regulations 2026 (S.I. No. 326 of 2026), (the "Transposing Regulations") which were published on 14 July 2026 and took effect from 10 July 2026.  The Transposing Regulations closely mirror the wording of the directive and do not introduce significant additional national requirements beyond those contained in the directive itself.

A New Regime for Third-Country Firms

From 11 January 2027, TCUs providing in-scope core banking services into Ireland will generally need to establish an authorised branch here, unless an exemption applies.

The new regime applies to the provision of "core banking services", which are:

• Deposit taking;

• Lending; and

• Guarantees and commitments.

Lending and the issuing of guarantees and commitments will only apply to those TCUs which would be credit institutions if they were established in the EU, while deposit taking will bring any TCU into scope.

Exemptions

CRD VI includes a number of important exemptions that may allow TCUs to continue operating in Ireland without establishing an authorised branch.

These include:

• services or activities provided at the exclusive initiative of a client or counterparty (reverse solicitation);

• interbank business between credit institutions;

• intra-group transactions;

• accommodating ancillary activities, the purpose of which is to provide services under MiFID; and

• grandfathering provisions for contracts entered into before 11 July 2026.

However, firms should approach these exemptions with caution. In particular, reverse solicitation is generally interpreted narrowly by EU regulators and it is unlikely that a TCU would be able to establish a viable business model for dealing with Irish customers using this exemption. Firms relying on reverse solicitation should assess the exemption on a case-by-case basis and be able to evidence that the relevant request originated from the client or counterparty on its own exclusive initiative.

Irish supervisory considerations

While no Irish guidance has been published on the application of the new third-country branch regime, firms assessing the availability of the reverse solicitation exemption may find the Central Bank's 2019 Brexit-related guidance instructive (the "CBI Brexit Guidance"). Although issued in a different context and not addressing reverse solicitation specifically, the CBI Brexit Guidance identifies a number of factors that the Central Bank may consider when assessing whether banking business is being carried on "in the State", including:

• whether the firm has a presence in Ireland (i.e. whether it is operating on a cross-border basis);

• whether there are marketing materials targeted at Irish-based customers to inform them of the services provided by a credit institution authorised in another jurisdiction;

• having in place, or adapting, operational infrastructure or policies specifically to facilitate the provision of banking services to Irish-based customers;

• the volume of the Irish customer base; and

• the classification of the customer.

While not determinative, this guidance may be instructive when assessing the availability of the reverse solicitation exemption and may assist firms in demonstrating that services are being provided at the exclusive initiative of a client or counterparty rather than through active marketing or targeting of the Irish market.

Prudential and Supervisory Requirements

Where a TCU cannot rely on an exemption, it must establish and obtain authorisation for a third-country branch. Authorised branches will be subject to prudential requirements relating to capital endowment, liquidity, internal governance, risk management, booking arrangements and regulatory reporting. CRD VI also introduces a classification framework under which branches are categorised according to their size and risk profile, with larger branches subject to enhanced supervisory requirements.

Importantly, CRD VI does not provide passporting rights for third-country branches. As a result, a branch authorised in one Member State cannot automatically provide banking services into another Member State. Firms with business across multiple EU jurisdictions may therefore need to consider whether establishing an EU subsidiary would be a more efficient structure.

The Irish Position

Ireland has largely adopted a "copy-out" approach when transposing CRD VI. The Irish regulations have tracked the language of CRD VI closely and reproduced the requirements and exemptions with minimal national variation. The Department of Finance also decided not to exercise the discretion under Article 48a(4) of CRD VI to apply the full EU credit institution regime to third-country branches operating in Ireland. This means that the branch-specific CRD VI regime will apply, rather than the more onerous prudential regime applicable to EU credit institutions.

This does not remove the need for branch authorisation or compliance with the new prudential, governance, liquidity and reporting requirements. However, firms assessing the impact of CRD VI are increasingly reviewing their cross-border business models and considering a range of options before establishing a third-country branch, including reliance on available exemptions, restructuring or rebooking transactions through EU-authorised entities, and converting existing operations into EU-authorised subsidiaries where appropriate. Together with Ireland's proportionate implementation of CRD VI, this reinforces Ireland's attractiveness as a jurisdiction for cross-border financial services activity.

Conclusion

The Irish transposition of CRD VI provides welcome clarity on the operation of the new third-country branch regime in Ireland. While the new framework represents a significant change for non-EU firms providing core banking services into the EU, a range of exemptions and alternative structuring solutions remain available and will continue to play an important role in firms' cross-border operating models. Firms operating across multiple EEA jurisdictions should continue to monitor local implementation developments, as differences in national transposition and regulatory interpretation may affect the availability and scope of exemptions, including reverse solicitation and grandfathering.

Simmons & Simmons: Supporting clients across Ireland and Europe

The new CRD VI third-country branch regime will require many non-EU firms to reassess how they provide banking services into the EU. Simmons & Simmons advises clients across Ireland and Europe on the regulatory, structuring and operational implications of these changes, including branch authorisations, exemption analysis, governance requirements and cross-border business models.

We are supporting clients with the assessment of reverse solicitation and grandfathering exemptions, the review of existing and proposed transactions, the development of migration and implementation strategies, and the updating of internal cross-border frameworks to reflect the new requirements across multiple jurisdictions.

If you would like to discuss the impact of CRD VI on your organisation, please contact our Dublin or European Financial Service Regulatory teams.