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in Title III, the following chapters are added: ‘CHAPTER 3 ACQUISITION OR DIVESTITURE OF A MATERIAL HOLDING Article 27a Notification and assessment of the acquisition 1. Member States shall require institutions, and financial holding companies and mixed financial holding companies within the scope of Article 21a(1) (the “proposed acquirer”) to notify their competent authority in writing in advance where they intend to acquire, directly or indirectly, a material holding (the “proposed acquisition”). The notification shall indicate the size of the proposed acquisition and the relevant information, as specified in Article 27b(5). 2. For the purposes of paragraph 1, a holding shall be deemed material where it is equal to or more than 15 % of the eligible capital of the proposed acquirer. 3. For the purposes of paragraph 1, where the proposed acquirer is an institution, the threshold referred to in paragraph 2 shall apply on both an individual basis and on the basis of the consolidated situation of the group. Where the threshold referred to in paragraph 2 is only exceeded on an individual basis, the proposed acquirer shall notify the competent authority in the Member State where it is established. That competent authority shall assess the proposed acquisition. Where that threshold is exceeded on an individual basis and on the basis of the consolidated situation of the group, the proposed acquirer shall also notify the consolidating supervisor. That consolidating supervisor shall also assess the proposed acquisition. 4. Where the proposed acquirer is a financial holding company or mixed financial holding company within the scope of Article 21a(1), the threshold referred to in paragraph 2 of this Article shall apply on the basis of the consolidated situation, and the consolidating supervisor shall be the competent authority for the purposes of paragraph 1 of this Article. 5. The competent authority shall acknowledge, in writing, the receipt of the notification referred to in paragraph 1 or of any additional information in accordance with paragraph 9 promptly and in any event within 10 working days following receipt of the notification or of the additional information. 6. The competent authority shall have 60 working days from the date of the written acknowledgement of receipt of the notification and from the receipt of all documents, including those required by the Member State to be attached to the notification in accordance with Article 27b(5) (the “assessment period”), to carry out the assessment provided for in Article 27b(1). Where the proposed acquisition concerns a qualifying holding in a credit institution as referred to in Article 22(1), the proposed acquirer shall also be subject to the notification requirement and the assessment under that Article. In that event, the time for the competent authority to carry out both the assessment provided for in Article 27b(1) and that referred to in Article 22(2) shall expire only when the later of the two relevant assessment periods expires. 7. Where the proposed acquisition of a material holding is conducted between entities of the same group as referred to in Article 113(6) of Regulation (EU) No 575/2013 or between entities within the same institutional protection scheme as referred to in Article 113(7) of that Regulation, the competent authority shall not be required to carry out the assessment provided for in Article 27b(1) of this Directive. 8. The competent authority shall inform the proposed acquirer of the date of the expiry of the assessment period at the time of acknowledging receipt as referred to in paragraph 5. 9. The competent authority may, during the assessment period, where necessary, and in any event no later than on the 50th working day of the assessment period, request additional information that is necessary to complete the assessment provided for in Article 27b(1). Such a request shall be made in writing and shall specify the additional information needed. 10. The assessment period shall be suspended between the date of request for additional information by the competent authority and the date of receipt of a response thereto by the proposed acquirer, providing all the requested information. That suspension shall not exceed 20 working days. Any further requests by the competent authority for completion or clarification of the information provided shall be at its discretion but shall not result in a suspension of the assessment period. 11. The competent authority may extend the suspension referred to in paragraph 10 to a maximum of 30 working days in the following situations: 12. Where the approval of a financial holding company or mixed financial holding company within the scope of Article 21a(1) takes place concurrently with the assessment provided for in Article 27b(1), the competent authority for the purposes of Article 21a(1) shall coordinate, as appropriate, with the consolidating supervisor and, where different, the competent authority in the Member State where the financial holding company or mixed financial holding company is established. In that case, the assessment period shall be suspended until the procedure set out in Article 21a is complete. 13. Where the competent authority decides to oppose the proposed acquisition, it shall, within two working days of completion of the assessment provided for in Article 27b(1), and before the end of the assessment period, inform the proposed acquirer in writing, providing the reasons for its opposition. 14. Where the competent authority does not oppose the proposed acquisition within the assessment period in writing, it shall be deemed approved. 15. The competent authority may set a maximum period for completing the proposed acquisition and extend it, where appropriate. Article 27b Assessment criteria 1. In assessing the notification of the proposed acquisition provided for in Article 27a(1) and the information referred to in Article 27a(9), the competent authority shall assess the prospect for sound and prudent management by the proposed acquirer and, in particular, the risks to which the proposed acquirer is or might be exposed after the proposed acquisition, in accordance with the following criteria: 2. For the purpose of assessing the criterion set out in paragraph 1, point (b), of this Article, the competent authority shall consult, in the context of its verifications, the authorities responsible for supervising the proposed acquirer in accordance with Directive (EU) 2015/849. 3. The competent authority may oppose the proposed acquisition only if there are reasonable grounds for doing so on the basis of the criteria set out in paragraph 1 of this Article, or if the information provided by the proposed acquirer is incomplete despite a request made in accordance with Article 27a(9). For the purposes of this paragraph and with regard to the criterion set out in paragraph 1, point (b), of this Article, a negative opinion by the authorities responsible for supervising the proposed acquirer in accordance with Directive (EU) 2015/849, received by the competent authorities within 30 working days of the initial request, shall be duly taken into consideration by the competent authorities when assessing the proposed acquisition and may constitute a reasonable ground for opposition. 4. Member States shall neither impose any prior conditions in respect of the level of the proposed acquisition nor allow the competent authority to examine the proposed acquisition in terms of the economic needs of the market. 5. Member States shall publish a list of the information required to carry out the assessment. The proposed acquirer shall provide that information to the competent authority at the time of the notification referred to in Article 27a(1). The information required shall be proportionate and appropriate to the nature of the proposed acquisition. Member States shall not require information that is not relevant for the prudential assessment under this Article. 6. Without prejudice to Article 27a(5) to (11), where two or more proposals to acquire material holdings in the same entity have been notified, the competent authority shall treat the proposed acquirers in a non-discriminatory manner. 7. EBA shall develop draft regulatory technical standards to specify: For the purposes of the first subparagraph, EBA shall take into consideration Title II of Directive (EU) 2017/1132. EBA shall submit those draft regulatory technical standards to the Commission by 10 July 2026. Power is delegated to the Commission to supplement this Directive by adopting the regulatory technical standards referred to in the first subparagraph of this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1093/2010. Article 27c Cooperation between competent authorities 1. The competent authority shall consult the authorities entrusted with the public duty of supervising other financial sector entities concerned when carrying out the assessment provided for in Article 27b(1) where the proposed acquisition concerns one of the following: 2. Where the proposed acquirer is an institution and the threshold referred to in Article 27a(2) is only exceeded on an individual basis, the competent authority assessing the proposed acquisition shall notify the consolidating supervisor of the proposed acquisition within 10 working days following receipt of the notification by the proposed acquirer, if the proposed acquirer is part of a group and the competent authority is different from the consolidating supervisor. The competent authority shall also forward its assessment to the consolidating supervisor. Where the proposed acquirer is a financial holding company or mixed financial holding company within the scope of Article 21a(1), the consolidating supervisor assessing the proposed acquisition shall notify the competent authority in the Member State where the proposed acquirer is established of the proposed acquisition within 10 working days following receipt of the notification by the proposed acquirer, if that competent authority is different from the consolidating supervisor. The consolidating supervisor shall also forward its assessment to that competent authority. Where the proposed acquirer is an institution and the threshold referred to in Article 27a(2) is exceeded on both an individual basis and on the basis of the consolidated situation of the group, the competent authority and the consolidating supervisor assessing the proposed acquisition shall seek to coordinate their assessments, in particular with regard to their consultation of the relevant authorities referred to in paragraph 1 of this Article. 3. Where the assessment of the proposed acquisition needs to be carried out by the consolidating supervisor referred to in Article 27a(3) and the consolidating supervisor is different from the competent authority in the Member State where the proposed acquirer is established, the two authorities shall work together in full consultation. The consolidating supervisor shall prepare an assessment on the proposed acquisition and shall forward that assessment to the competent authority in the Member State where the proposed acquirer is established. The two authorities shall do everything within their powers to reach a joint decision within two months of receipt of that assessment. That joint decision shall be duly documented and reasoned. The consolidating supervisor shall communicate that joint decision to the proposed acquirer. In the event that a joint decision is not taken within two months of receipt of the assessment, the consolidating supervisor or the competent authority in the Member State where the proposed acquirer is established shall refrain from taking a decision and shall refer the matter to EBA in accordance with Article 19 of Regulation (EU) No 1093/2010. EBA shall take its decision within one month of receipt of the referral to EBA. The authorities concerned shall adopt a joint decision in conformity with the decision of EBA. 4. The competent authorities shall, without delay, provide each other with any information which is essential or relevant for the assessment. In that regard, the competent authorities shall communicate to each other upon request or on their own initiative all relevant information for the assessment. The competent authorities shall seek to coordinate their assessments and ensure the consistency of their decisions. To that end, the decision by the competent authority responsible for the assessment shall indicate any views or reservations made by other relevant competent authorities. 5. EBA shall develop draft implementing technical standards to establish common procedures and forms and shall develop templates for the consultation process between the relevant competent authorities as referred to in this Article. EBA shall submit those draft implementing technical standards to the Commission by 10 July 2026. Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph of this paragraph in accordance with Article 15 of Regulation (EU) No 1093/2010. Article 27d Notification of divestiture Member States shall require institutions, and financial holding companies and mixed financial holding companies within the scope of Article 21a(1), to notify the competent authority where they intend to dispose, directly or indirectly, of a material holding as determined in accordance with Article 27a(2). That notification shall be made in writing and in advance of the divestiture, indicating the size of the holding concerned. Article 27e Information obligations and penalties Where the proposed acquirer fails to notify the proposed acquisition in advance in accordance with Article 27a(1) or has acquired a material holding as referred to in that Article despite the opposition by the competent authority, Member States shall require the competent authority to take appropriate measures. Where a material holding is acquired despite opposition by the competent authority, Member States shall, without prejudice to potential penalties, provide either for exercise of the corresponding voting rights to be suspended or for votes cast to be declared null and void. CHAPTER 4 MATERIAL TRANSFERS OF ASSETS AND LIABILITIES Article 27f Notification of material transfers of assets and liabilities 1. Member States shall require institutions, and financial holding companies and mixed financial holding companies within the scope of Article 21a(1) to notify their competent authority in writing in advance of any material transfer of assets or liabilities which they execute either through a sale or any other type of transaction (the “proposed operation”). Where the proposed operation involves only entities from the same group, those entities shall also be subject to the first subparagraph. For the purposes of the first and second subparagraphs, each of the entities involved in the same proposed operation shall be subject individually to the obligation to notify set out therein. 2. For the purposes of paragraph 1, the proposed operation shall be deemed material for an entity where it is at least equal to 10 % of its total assets or liabilities, unless the proposed operation is executed between entities of the same group, in which case the proposed operation shall be deemed material for an entity where it is at least equal to 15 % of its total assets or liabilities. For the purposes of the first subparagraph of this paragraph, for parent financial holding companies and parent mixed financial holding companies referred to in paragraph 1, the percentages shall apply on the basis of their consolidated situation. The following shall not be taken into account for calculating the percentages referred to in the first subparagraph of this paragraph: 3. The competent authority shall acknowledge, in writing, the receipt of the notification under paragraph 1 promptly and in any event within 10 working days following receipt of the notification. Article 27g Information obligations and penalties Where the entities fail to notify the proposed operation in advance in accordance with Article 27f(1), Member States shall require the competent authorities to take appropriate measures. CHAPTER 5 MERGERS AND DIVISIONS Article 27h Scope and definitions This Chapter is without prejudice to the application of Council Regulation (EC) No 139/2004 (*10) and Directive (EU) 2017/1132. Mergers and divisions that result from the application of Directive 2014/59/EU shall not be subject to the obligations laid down in this Chapter. For the purposes of this Chapter, the following definitions apply: Article 27i Notification and assessment of the merger or division 1. Member States shall require institutions, and financial holding companies and mixed financial holding companies within the scope of Article 21a(1) (the “financial stakeholders”) carrying out a merger or division (the “proposed operation”), to notify, after the adoption of the draft terms of the proposed operation and in advance of the completion of the proposed operation, the competent authority which will be responsible for supervising the entities resulting from such proposed operation, indicating the relevant information, as specified in accordance with Article 27j(5). For the purposes of the first subparagraph of this paragraph, where the proposed operation consists of a division, the competent authority in charge of the supervision of the entity carrying out the proposed operation shall be the competent authority to be notified and in charge of the assessment provided for in Article 27j(1). 2. By way of derogation from paragraph 1 of this Article, where the proposed operation is a merger that only involves financial stakeholders from the same group, including a group of credit institutions that are permanently affiliated to a central body and which is supervised as a group, the competent authority shall not be required to carry out the assessment provided for in Article 27j(1). 3. The assessment provided for in Article 27j(1) shall not be carried out where the proposed operation requires an authorisation in accordance with Article 8, or an approval in accordance with Article 21a. 4. The competent authority shall acknowledge, in writing, the receipt of the notification referred to in paragraph 1 or of the additional information submitted in accordance with paragraph 5 promptly and in any event within 10 working days following receipt of the notification or of the additional information. Where the proposed operation involves only financial stakeholders from the same group, the competent authority shall have 60 working days from the date of the written acknowledgement of receipt of the notification and from the receipt of all documents required by the Member State to be attached to the notification in accordance with Article 27j(5) (the “assessment period”), to carry out the assessment provided for in Article 27j(1). The competent authority shall inform the financial stakeholders of the date of the expiry of the assessment period at the time of acknowledging receipt. 5. The competent authority may request additional information that is necessary to complete the assessment provided for in Article 27j(1). Such a request shall be made in writing and shall specify the additional information needed. Where the proposed operation involves only financial stakeholders from the same group, the competent authority may request additional information by no later than the 50th working day of the assessment period. The assessment period shall be suspended between the date of request for additional information by the competent authority and the date of receipt of a response thereto by the financial stakeholders, providing all the requested information. That suspension shall not exceed 20 working days. Any further requests by the competent authority for completion or clarification of the information provided shall be at its discretion but shall not result in a suspension of the assessment period. 6. The competent authority may extend the suspension referred to in paragraph 5, third subparagraph, to a maximum of 30 working days in the following situations: 7. The proposed operation shall not be completed before the competent authority has issued a positive opinion. 8. The competent authority shall, within two working days from the completion of its assessment, issue in writing a reasoned positive or negative opinion to the financial stakeholders. The financial stakeholders shall transmit that reasoned opinion to the authorities in charge, under the national law, of the scrutiny of the proposed operation. 9. Where the proposed operation involves only financial stakeholders from the same group and the competent authority does not oppose the proposed operation within the assessment period in writing, the opinion shall be deemed to be positive. 10. The reasoned positive opinion issued by the competent authority may provide for a limited period during which the proposed operation is to be carried out. Article 27j Assessment criteria 1. In assessing the notification of the proposed operation provided for in Article 27i(1) and the information referred to in Article 27i(5), the competent authority shall, in order to ensure the soundness of the prudential profile of the financial stakeholders after the completion of the proposed operation and in particular to address the risks to which the financial stakeholders are or might be exposed in the course of the proposed operation and the risks to which the entity resulting from the proposed operation might be exposed, assess the proposed operation in accordance with the following criteria: The implementation plan referred to in the first subparagraph, point (d), shall be subject to appropriate monitoring by the competent authority until completion of the proposed operation. 2. For the purpose of assessing the criterion set out in paragraph 1, point (e), of this Article, the competent authority shall consult, in the context of its verifications, the authorities responsible for supervising the financial stakeholders in accordance with Directive (EU) 2015/849. 3. The competent authority may issue a negative opinion regarding the proposed operation only if the criteria set out in paragraph 1 of this Article are not met or where the information provided by the financial stakeholder is incomplete despite a request made in accordance with Article 27i(5). With regard to the criterion set out in paragraph 1, point (e), of this Article, a negative opinion by the authorities responsible for supervising the financial stakeholders in accordance with Directive (EU) 2015/849, received by the competent authority within 30 working days of the initial request, shall be duly taken into consideration by the competent authority when assessing the proposed operation and may constitute a reasonable ground for a negative opinion, as referred to in the first subparagraph of this paragraph. 4. Member States shall not allow competent authorities to examine the proposed operation in terms of the economic needs of the market. 5. Member States shall publish a list of the information required to carry out the assessment provided for in paragraph 1 of this Article. The financial stakeholders shall provide that information to the competent authorities at the time of the notification referred to in Article 27i(1). The information required shall be proportionate and appropriate to the nature of the proposed operation. Member States shall not require information that is not relevant for a prudential assessment under this Article. Article 27k Cooperation between competent authorities 1. The competent authority shall consult the authorities entrusted with the public duty of supervising other financial sector entities concerned when carrying out the assessment provided for in Article 27j(1) where the proposed operation involves, in addition to the financial stakeholders, entities that are any of the following: 2. The competent authorities shall, without delay, provide each other with any information which is essential or relevant for the assessment. In that regard, the competent authorities shall communicate to each other upon request or on their own initiative all relevant information for the assessment. An opinion by a competent authority of a financial stakeholder shall indicate any views or reservations expressed by the competent authority that supervises one or more of the entities listed in paragraph 1. The competent authorities shall seek to coordinate their assessments and ensure the consistency of their opinions. 3. EBA shall develop draft implementing technical standards to establish common procedures and forms and shall develop templates for the consultation process between the relevant competent authorities as referred to in this Article. For the purposes of the first subparagraph, EBA shall take into consideration Title II of Directive (EU) 2017/1132. EBA shall submit those draft implementing technical standards to the Commission by 10 January 2027. Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph of this paragraph in accordance with Article 15 of Regulation (EU) No 1093/2010. Article 27l Information obligations and penalties Where the financial stakeholders fail to notify the proposed operation in advance in accordance with Article 27i(1) or have carried out the proposed operation as referred to in that Article without prior positive opinion by the competent authorities, Member States shall require the competent authorities to take appropriate measures. (*9) Directive (EU) 2019/2162 of the European Parliament and of the Council of 27 November 2019 on the issue of covered bonds and covered bond public supervision and amending Directives 2009/65/EC and 2014/59/EU (OJ L 328, 18.12.2019, p. 29)." (*10) Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the EC Merger Regulation) (OJ L 24, 29.1.2004, p. 1).’;" where the entity being acquired is situated in, or is subject to the regulatory framework of, a third country; where an exchange of information with authorities responsible for supervising the proposed acquirer in accordance with Directive (EU) 2015/849 is necessary to carry out the assessment provided for in Article 27b(1) of this Directive. whether the proposed acquirer will be able to comply and continue to comply with the prudential requirements set out in this Directive and Regulation (EU) No 575/2013, and where applicable, other Union legal acts; whether there are reasonable grounds to suspect that, in connection with the proposed acquisition, money laundering or terrorist financing within the meaning of Article 1 of Directive (EU) 2015/849 is being or has been committed or attempted, or that the proposed acquisition could increase the risk thereof. the list of minimum information to be provided by the proposed acquirer to the competent authority at the time of the notification referred to in Article 27a(1), Article 27f(1) and Article 27i(1); a common assessment methodology of the criteria set out in this Article and Article 27j; the process applicable to notification and the prudential assessment required under Articles 27a and 27i. a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm or an asset management company, authorised in another Member State or in a sector other than that of the proposed acquirer; a parent undertaking of a credit institution, of an insurance undertaking, of a reinsurance undertaking, of an investment firm or of an asset management company, authorised in another Member State or in a sector other than that of the proposed acquirer; a legal person controlling a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm or an asset management company, authorised in another Member State or in a sector other than that in which the acquisition is proposed. transfers of non-performing assets; transfers of assets for the purpose of being included in a cover pool as defined in Article 3, point (3), of Directive (EU) 2019/2162 of the European Parliament and of the Council (*9); transfers of assets to be securitised; transfers of assets or liabilities in the context of the use of resolution tools, powers and mechanisms provided for in Title IV of Directive 2014/59/EU. “merger” means any of the following operations whereby: one or more companies, on being dissolved without going into liquidation, transfer all or parts of their assets and liabilities to another existing company, the acquiring company, in exchange for the issue to their members of securities or shares representing the capital of that acquiring company and, where applicable, a cash payment not exceeding 10 % of the nominal value unless stated otherwise by the applicable national law, or, in the absence of a nominal value, of the accounting par value of those securities or shares; one or more companies, on being dissolved without going into liquidation, transfer all or parts of their assets and liabilities to another existing company, the acquiring company, without the issue of any new securities or shares by the acquiring company, provided that one person holds directly or indirectly all the securities and shares in the merging companies or the members of the merging companies hold their securities and shares in the same proportion in all merging companies; two or more companies, on being dissolved without going into liquidation, transfer all or parts of their assets and liabilities to a company that they form, the new company, in exchange for the issue to their members of securities or shares representing the capital of that new company and, where applicable, a cash payment not exceeding 10 % of the nominal value unless stated otherwise by the applicable national law, or, in the absence of a nominal value, of the accounting par value of those securities or shares; a company, on being dissolved without going into liquidation, transfers all or parts of its assets and liabilities to the company holding all the securities or shares representing its capital; “division” means any of the following: an operation whereby, after being wound up without going into liquidation, a company transfers to more than one company all its assets and liabilities in exchange for the allocation to the shareholders of the company being divided of securities or shares in the companies receiving contributions as a result of the division and, where applicable, a cash payment not exceeding 10 % of the nominal value unless stated otherwise by the applicable national law, or, in the absence of a nominal value, of the accounting par value of those securities or shares; an operation whereby, after being wound up without going into liquidation, a company transfers to more than one newly-formed company all its assets and liabilities in exchange for the allocation to the shareholders of the company being divided of securities or shares in the recipient companies, and, where applicable, a cash payment not exceeding 10 % of the nominal value unless stated otherwise by the applicable national law, or, in the absence of a nominal value, of the accounting par value of those securities or shares; an operation consisting of a combination of operations described under points (a) and (b); an operation whereby a company being divided transfers part of its assets and liabilities to one or more recipient companies in exchange for the issue to the members of the company being divided of securities or shares in the recipient companies, in the company being divided or in both the recipient companies and the company being divided, and, where applicable, a cash payment not exceeding 10 % of the nominal value unless stated otherwise by the applicable national law, or, in the absence of a nominal value, of the accounting par value of those securities or shares; an operation whereby a company being divided transfers part of its assets and liabilities to one or more recipient companies in exchange for the issue to the company being divided of securities or shares in the recipient companies. where at least one of the financial stakeholders is situated in, or is subject to the regulatory framework of, a third country; where an exchange of information with authorities responsible for supervising the financial stakeholders in accordance with Directive (EU) 2015/849 is necessary to carry out the assessment provided for in Article 27j(1) of this Directive. the reputation of the financial stakeholders involved in the proposed operation; the financial soundness of the financial stakeholders involved in the proposed operation, in particular in relation to the type of business pursued and envisaged for the entity resulting from the proposed operation; whether the entity resulting from the proposed operation will be able to comply and continue to comply with the prudential requirements laid down in this Directive and Regulation (EU) No 575/2013, and where applicable, other Union legal acts, in particular Directives 2002/87/EC and 2009/110/EC; whether the implementation plan of the proposed operation is realistic and sound from a prudential perspectiv; whether there are reasonable grounds to suspect that, in connection with the proposed operation, money laundering or terrorist financing within the meaning of Article 1 of Directive (EU) 2015/849 is being or has been committed or attempted, or that the proposed operation could increase the risk thereof. a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm or an asset management company, authorised in another Member State or in a sector other than that in which the proposed operation is undertaken; a parent undertaking of a credit institution, of an insurance undertaking, of a reinsurance undertaking, of an investment firm or of an asset management company, authorised in another Member State or in a sector other than that in which the proposed operation is undertaken; a legal person controlling a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm or an asset management company, authorised in another Member State or in a sector other than that in which the proposed operation is undertaken.

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Source: EUR-Lex CELLAR · retrieved 2026-09-04 · Text as adopted (Official Journal); later amendments are not incorporated in this text.