The EBA consults on draft technical standards on prudentially material transactions under the Capital Requirements Directive

The European Banking Authority (EBA) today launched a public consultation on draft Regulatory Technical Standards (RTS) and Implementing Technical Standards (ITS) concerning material acquisitions, material transfers of assets or liabilities, and mergers and divisions involving credit institutions or (mixed) financial holding companies under the Capital Requirements Directive (CRD). The standards are designed to support banking consolidation and deepen EU market integration by clarifying supervisory expectations, reducing regulatory uncertainty and ensuring consistent prudential assessment across the EU. The consultation runs until 5 March 2026.

The draft RTS lay down the required elements for notifications, outline the assessment methodology and detail the applicable processes for material transactions. The draft ITS establish clear procedures for cooperation among authorities supervising entities involved in material acquisitions, mergers or divisions.

These standards embed proportionality by exempting information already held by the Competent Authority,by leveraging documents prepared for mergers or divisions under the Company Law Directive, and by ensuring efficient coordination with other procedures (e.g. authorisation of credit institutions where the merger requires a new licence) and by providing regulatory flexibility for divisions considering that they are not frequent operations.

With regard to mergers and divisions, in the absence of a materiality threshold in the CRD, the draft RTS introduce some proportionality criteria for the content of the notification and the related assessment, particularly for mergers involving small and non-complex institutions or intra-group entities, which share some level of integration, thus making the implementation of the merger smoother.

Considering similarities among the material operations, the draft RTS build on common information requirements and terminology, clarifying complex aspects and supplementing Level 1 provisions.

Consultation process

Comments to the consultation paper can be sent by clicking on the "send your comments" button on the EBA's consultation page. The deadline for the submission of comments is 5 March 2026.

The EBA will hold a virtual public hearing on 4 February 2026 from 10:00 to 12:00 CET. The EBA invites interested stakeholders to register using this link by 30^th January 2026 (16:00 CET). The dial-in details will be communicated to those who have registered for the meeting.

All comments received will be published following the end of the public consultation, unless requested otherwise.

Legal basis

The draft RTS have been developed in accordance with Article 27b of Directive 2013/36/EU, as amended by Directive (EU) 2024/1619, which mandates the EBA to further specify: (a) the list of minimum information to be provided for material acquisitions, material transfers of assets and liabilities, mergers and divisions, (b) a common assessment methodology of the criteria set out for the supervisory scrutiny of material acquisitions, mergers and divisions, and (c) the process applicable to notification and the prudential assessment required for material acquisitions, mergers and divisions.

This mandate is complemented by two mandates for ITS to foster cooperation where multiple authorities are involved in material acquisitions (under Article 27c CRD), mergers or divisions (under Article 27k CRD). For simplification purposes, the two mandates for ITS have been merged into a single ITS given their similarity, and included in the same Consultation paper together with the RTS.

Directive (EU) 2017/1132 (Company Law Directive) has also been considered for the development of the drafts RTS and ITS in relation to mergers and divisions, in accordance with Articles 27b(7) and 27k(3) CRD.