(69)

Article 212 is amended as follows: paragraph 1 is amended as follows: in point (a), the words ‘Article 12(1) of Directive 83/349/EEC’ are replaced by ‘Article 22(7) of Directive 2013/34/EU’; in point (b), the words ‘Article 12(1) of Directive 83/349/EEC’ are replaced by ‘Article 22(7) of Directive 2013/34/EU’; point (c) is replaced by the following: ; “group” means a group of undertakings that: consists of a participating undertaking, its subsidiaries, the entities in which the participating undertaking or its subsidiaries hold a participation and undertakings that are managed by the participating undertaking or its subsidiaries jointly with one or more undertakings that are not part of the group, as well as undertakings linked to each other by a relationship as set out in Article 22(7) of Directive 2013/34/EU and their related undertakings; is based on the establishment, contractually or otherwise, of strong and sustainable financial relationships among those undertakings, and that may include mutual or mutual-type associations, provided that: where the undertaking exercising the centralised coordination shall be considered as the parent undertaking, and the other undertakings shall be considered as subsidiaries; or one of those undertakings effectively exercises, through centralised coordination, a dominant influence over the decisions, including financial decisions, of the other undertakings that are part of the group, and the establishment and dissolution of such relationships for the purposes of this Title are subject to prior approval by the group supervisor, consists of a combination of points (i) and (ii);’ point (f) is replaced by the following: ; “insurance holding company” means an undertaking fulfilling all of the following conditions: the undertaking is a parent undertaking; the undertaking is not a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm or an institution for occupational retirement provision; the undertaking is not a mixed financial holding company or a financial holding company within the meaning of Article 4, point (20), of Regulation (EU) No 575/2013; at least one of its subsidiary undertakings is an insurance or reinsurance undertaking; notwithstanding its own stated corporate purpose, the main business of the undertaking is any of the following: to acquire and hold participations in insurance or reinsurance undertakings; to provide ancillary services to the principal activity of one or several related insurance or reinsurance undertakings; to pursue one or more of the activities listed in points 2 to 12 and point 15 of Annex I to Directive 2013/36/EU, or to pursue one or more of the services or activities listed in Annex I, Section B, to Directive 2014/65/EU in relation to financial instruments listed in Annex I, Section C, to Directive 2014/65/EU;. more than 50 % of at least one of the following indicators are associated, on a steady basis, with subsidiaries that are insurance or reinsurance undertakings, third-country insurance or reinsurance undertakings, insurance holding companies or mixed financial holding companies, holding companies of third-country insurance and reinsurance undertakings or undertakings which provide services that are ancillary to the principal activity of one or several insurance or reinsurance undertakings of the group, as well as with activities performed by the undertaking itself that are not related to the acquisition or holding of participations in subsidiary undertakings that are insurance or reinsurance undertakings, or third-country insurance or reinsurance undertakings, when those activities are of the same nature as the ones performed by insurance or reinsurance undertakings: the undertaking’s equity on the basis of its consolidated position; the undertaking’s assets on the basis of its consolidated position; the undertaking’s revenues on the basis of its consolidated position; the undertaking’s personnel on the basis of its consolidated position; any other indicator considered to be relevant by the national supervisory authority;’ the following point is inserted: ; “holding company of third-country insurance and reinsurance undertakings” means a parent undertaking other than an insurance holding company or a mixed financial holding company within the meaning of Article 2, point (15), of Directive 2002/87/EC, the main business of which is to acquire and hold participations in subsidiary undertakings, where those subsidiary undertakings are exclusively or mainly third-country insurance or reinsurance undertakings;’ in paragraph 2, the first subparagraph is replaced by the following: ‘For the purposes of this Title, the supervisory authorities shall also consider as a parent undertaking any undertaking which, in the opinion of the supervisory authorities, effectively exercises a dominant influence over another undertaking, including where this influence is exercised through centralised coordination over the decisions of the other undertaking.’; the following paragraphs are added: ‘3. For the purposes of this Title, the supervisory authorities shall also consider as a group within the meaning of paragraph 1, point (c), two or more undertakings which, in the opinion of the supervisory authorities, are managed on a unified basis. Where not all the undertakings referred to in the first subparagraph of this paragraph have their head office in the same Member State, Member States shall ensure that only the supervisory authority acting as group supervisor in accordance with Article 247 may conclude, after consulting the other supervisory authorities concerned, that such undertakings form a group where it is of the opinion that those undertakings are managed on a unified basis. 4. When identifying a relationship between at least two undertakings referred to in paragraphs 2 and 3, supervisory authorities shall consider all of the following factors: 5. Where a group is identified on the basis of paragraph 2 or 3 of this Article, the supervisory authority acting as the group supervisor in accordance with Article 247 shall provide to the undertaking designated as the parent undertaking in accordance with Article 214(5) or (6), and to the supervisory authorities concerned a detailed explanation of the factors on the basis of which such identification is made. In order to ensure consistent application of this Article, EIOPA shall develop draft regulatory technical standards to supplement or further specify the factors that supervisory authorities are to consider to identify a relationship between at least two undertakings referred to in paragraphs 2 and 3. EIOPA shall submit those draft regulatory technical standards to the Commission by 29 January 2026. Power is conferred on the Commission to supplement this Directive by adopting the regulatory technical standards referred to in the second subparagraph of this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1094/2010.’ ; control or ability of a natural person or an undertaking to influence decisions, including financial ones, of an undertaking, in particular due to the holding of capital or voting rights, representation in the administrative, management or supervisory body, or being among the persons who effectively run an undertaking or who have other key, critical or important functions; strong reliance of an undertaking on another undertaking or legal or natural person, due to the existence of material financial or non-financial transactions or operations, including outsourcing and sharing of staff between undertakings; evidence of coordination between two or more undertakings of financial or investment decisions, including joint investments in related undertakings; evidence of coordinated and consistent strategies, operations or processes between two or more undertakings, including in relation to insurance distribution channels, insurance products or brands, communication or marketing.

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Source: EUR-Lex (Cellar) · retrieved 2026-10-14 · Text as adopted (Official Journal); later amendments are not incorporated in this text.