CRD VI in Ireland: new third-country branch requirements explained

Ireland has transposed CRD VI (Directive (EU) 2024/1619) into Irish law through the European Union (Capital Requirements) (Amendment) Regulations 2026 (Irish Transposing Regulations), which amend the European Union (Capital Requirements) Regulations 2014. 

The Irish Transposing Regulations were published on 14 July 2026 and came into effect on 10 July 2026. They are a key development for US, UK and other non-EEA lenders and firms active in the Irish market and introduce a new third-country branch (TCB) regime for certain activities carried on in Ireland. Importantly, there has been no gold-plating in the Irish implementation, and the Irish Transposing Regulations align exactly with the EU directive, which should aid clients when interpretating the Irish position.

In this article, Ogier's Banking and Finance experts in Dublin examine the Irish Transposing Regulations and how they may affect market participants.

Authorisation and scope for entities

Under the Irish Transposing Regulations, an entity established outside the EU (including the US, the UK and other non-EEA countries) may now be required to establish a branch in Ireland and obtain prior authorisation from the Central Bank of Ireland (CBI) in order to commence or continue carrying out certain "core banking" activities in Ireland:

These core banking activities include:

• taking deposits or other repayable funds

• lending which includes, consumer credit, credit agreements relating to immovable property, factoring, with or without recourse, and the financing of commercial transactions (e.g., forfeiting), amongst other things

• providing guarantees and commitments

Any third-country entities taking deposits or other repayable funds will be caught by the regime. However, for lending and guarantee activities, the requirement to establish a TCB would apply only to entities that, if established in the EU, would qualify as credit institutions or class one investment firms.

Outside of the scope

It is important to remember that application of the Irish Transposing Regulations requires analysis and the implementation is quite nuanced. The following will be out of scope:

Non-bank entities providing core banking services are out of scope

Private credit funds, investment funds and other non-bank lenders are generally unaffected and will not need to establish a TCB.

Reverse solicitation is exempt

Where an Irish borrower or client initiates a relationship, a third-country lender may provide the service without establishing an Ireland branch, provided it can evidence the client's initiative. It should be noted that based on our experience of other European regulatory regimes like CRD VI, reverse solicitation can be a high bar to meet and it needs to be actual reverse solicitation as opposed to a manufactured scenario.

Ancillary banking services are exempt

Lending, guarantees and similar services provided merely as an adjunct to investment services (including transaction financing, custody-related guarantees or securities financing) fall outside the branch requirement.

Bank clients

The TCB requirement does not apply where services are provided to a credit institution.

Intra-group financings are unaffected

Loans and guarantees within a corporate group continue to benefit from a specific exemption and do not trigger the branch establishment requirement.

Characteristic performance and TCB requirements

While there is no settled industry view in Ireland yet, in a situation with an Irish client / borrower and non-EU lender / firm, there is an argument that if the "characteristic performance" of the relevant core banking activity is outside of Ireland, then no branch would need to be set up in Ireland.

No characteristic performance test has been expressly mentioned in the Irish Transposing Regulations, however characteristic performance has occasionally been considered when determining the scope of other financial services regulations in Ireland, particularly in the context of Brexit.

Factors which could be taken in to account in determining whether the characteristic performance of the activity was in Ireland include:

1. presence in Ireland

2. marketing materials targeted at Irish-based customers to inform them of the services provided by a credit institution authorised in another jurisdiction

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

4. the volume of the Irish customer base – a material number of customers in Ireland availing of a service is indicative of the conduct of business in Ireland

5. the classification of customer – a proportionally higher number of Irish-based retail customers would tend to indicate that such customers are being targeted

It remains to be seen what whether the Central Bank of Ireland and / or the Department of Finance will publish guidance on this point to supplement the Irish Transposing Regulations.

Key dates for third-country branch requirements

The TBC requirement applies generally from 11 January 2027, however the requirement does not apply to "grandfathered" contracts entered into before 11 July 2026. Care should be taken when relying on the grandfathering provisions as material amendments or updates to contracts may result in a loss of grandfathering.

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Disclaimer

This client briefing has been prepared for clients and professional associates of Ogier. The information and expressions of opinion which it contains are not intended to be a comprehensive study or to provide legal advice and should not be treated as a substitute for specific advice concerning individual situations.

Regulatory information can be found under Legal Notice