March 2026 – CRD VI (Directive (EU) 2024/1619) introduces a new harmonised EU regime requiring EU credit institutions and licensed (mixed) financial holding companies to obtain prior approval and to notify supervisors before carrying out material acquisitions, mergers, divisions, or material transfers of assets and liabilities. The existing regime governing acquisitions or disposals of qualifying holdings in a credit institution will continue to apply in parallel, with some amendments.
The new unified regime replaces today’s patchwork of Member State national rules and extends supervisory involvement well beyond the existing qualifying holdings framework. Until now, many Member States (including Austria) required approval only for certain structural transactions such as bank mergers, while others did not regulate these steps at all.
CRD VI aims to end this divergence: from January 2026 onwards, all European supervised institutions and licensed (mixed) financial holding companies face the same notification and approval requirements, the same assessment criteria, and the same timelines.
However, several Member States (including Austria) have not yet fully transposed CRD VI, even though the new M&A provisions apply from 11 January 2026, resulting in an initial piecemeal application across the EU.
Share deals and asset deals are in scope
CRD VI introduces the following new triggers for approval and notification requirements:
- Material acquisitions / share deals (Art. 27a – 27e CRD VI): Prior approval is required when an institution or (mixed) financial holding company proposes to acquire a material holding in any (financial or non-financial) entity. Material holding means a direct or indirect holding in the target that equals 15% or more of the acquirer’s own eligible own funds (at either the individual or consolidated level). The calculation of the value of the acquired shares is not stipulated in the new rules, and guidance from supervisors does not yet exist. Therefore, it is still unclear whether the purchase price or the book value will be decisive. Disposals require notification only. Intra-group exemptions shall apply. It is important to note that this new approval requirement can overlap with existing change-of-control procedures, meaning parallel filings must be made where the acquirer and target are supervised entities. These new obligations extend supervisory oversight to share deals by supervised entities, which previously were unregulated in most jurisdictions (including Austria).
- Material transfers of assets and liabilities / asset deals (Art. 27f – 27g CRD VI): Transfers of assets or liabilities (sales and other types of transactions resulting in a balance sheet transfer) that equal at least 10% of the entity’s total assets or liabilities, or at least 15% in the case of an intra-group transaction, must be notified to the competent supervisory authority. No approval requirement applies. Both the transferor and the transferee may be subject to the notification requirement if they are credit institutions or (mixed) financial holding companies. Excluded from the threshold are transfers of non‑performing assets, transfers to cover‑pool structures under the Covered Bonds Directive, assets transferred for securitisation, and transfers pursuant to resolution tools. Fines are envisaged for non-disclosures or incorrect, incomplete, or late disclosures. These new obligations extend supervisory oversight to asset deals by supervised entities, which previously were unregulated in most jurisdictions (including Austria).
- Mergers and divisions (Art. 27h – 27l CRD VI): All mergers and divisions involving institutions or (mixed) financial holding companies require prior approval, regardless of size. The notification will be triggered by the adoption of the draft terms of the proposed transaction. If both the transferor and the transferee are supervised entities, the competent supervisory authorities may, at their discretion, refrain from carrying out an assessment; however, the notification requirement remains. For intra-group divisions, only divisions where shares are granted as consideration fall under the regime. Accordingly, mergers and divisions will now require approval under a harmonised framework, bringing an end to the previous situation, where approval obligations existed only in select Member States.
EBA RTS and ITS and standardised ECB assessment
CRD VI mandates the EBA to prepare regulatory technical standards (RTS) specifying minimum information requirements and implementing technical standards (ITS) for procedures, templates, and forms. Many of the information elements will resemble existing qualifying-holding filings, but they will now need to be submitted systematically, even for acquisitions outside the financial sector. The Consultation Paper for the RTS and ITS is already available (EBA/CP/2025/25), the final draft RTS and ITS are due for submission to the European Commission by July 2026 (RTS) and January 2027 (ITS).
Under the new framework, where the ECB is the competent supervisory authority within the Single Supervisory Mechanism and the Banking Union, notifications and approvals should be routed via the ECB IMAS Portal. The 2021 ECB Guide on the supervisory approach to consolidation in the banking sector, which outlines how consolidation transactions are reviewed by supervisors, will remain applicable under the new CRD VI rules. In addition, the ECB has expressed their expectations in their Supervision Newsletter “One rulebook for bank mergers and divisions”. The ECB typically evaluates applications against five key criteria: stakeholder reputation, financial soundness, ability to meet prudential requirements, implementation feasibility, and AML/CFT risks. Early supervisory engagement is essential and strongly recommended by the ECB. This helps to ensure smoother processing by clarifying documentation needs and reducing the risk of incomplete submissions.
What this means for Austria
While Austria already requires FMA approval for bank mergers and divisions under Section 21 of the Austrian Banking Act (Bankwesengesetz, BWG), CRD VI significantly expands the scope and introduces a far broader set of obligations, including the new approval and notification regime for the acquisition of material holdings and material transfers of assets and liabilities. Amendments to the BWG will be required.
However, Austria’s transposition is still pending, despite the EU deadline of 11 January 2026. For Austrian institutions, this raises a practical question: which regime applies to transactions currently in the pipeline? The CRD VI provisions are already in force at the EU level, but the full enforcement architecture depends on national transposition. A clarification (transitional provision) that the new requirements only apply to situations that occur after the amended BWG comes into force would be appreciated.
CRD VI also leaves several legal and practical questions unresolved, including ambiguous issues such as whether all mergers and divisions should be in scope or whether Member States may apply thresholds.
Austrian institutions should act now: begin preparing CRD VI‑compliant internal processes, assess whether upcoming or ongoing transactions may trigger the new approval and notification requirements, and establish early supervisory engagement channels with the FMA and the ECB. With national transposition still pending and CRD VI leaving several legal and practical questions unresolved, institutions that move early will be best positioned to avoid delays once the amended BWG enters into force.
We can assist with assessing CRD VI trigger points for current and pipeline transactions, preparing aligned documentation, navigating parallel approval processes such as qualifying‑holding procedures, engaging proactively with supervisors, and advising on Austria‑specific uncertainties. Early legal alignment is essential to ensure smooth execution and regulatory certainty in the months ahead.