Although the Implementation Act has already been enacted, it has not yet entered into force, and it remains unclear when it will do so. Nevertheless, it is advisable to treat 11 July 2026 as the reference date, as we expect the legislature to use this date as the relevant cut-off point when the legislation takes effect. Parties wishing to enter into agreements relating to Core Banking Services – including both companies in the Netherlands and non-EU banks – should therefore bear in mind that the transitional period ends this week. This applies not only to new credit facilities, but also to amendments, extensions or restructurings of existing financing arrangements.
Exemptions from the branch office requirement
The new branch office regime provides for a number of exemptions. For example, a non-EU bank does not need to have a branch in the Netherlands if a company in the Netherlands approaches that bank exclusively on its own initiative, without any prior communication or marketing by the non-EU bank in question (reverse solicitation). This exemption for reverse solicitation is likely to be interpreted strictly and therefore does not offer a general solution for the provision of Core Banking Services to companies in the Netherlands on a structural or actively marketed basis. In addition, interbank services (services provided exclusively to Dutch banks), intragroup services and services directly related to the provision of investment services under the Markets in Financial Instruments Directive II (Directive 2014/65/EU) (MiFID 2) are also exempt. These exemptions likewise require careful consideration. In practice, it will be necessary to determine whether the services provided actually fall within one of the exemptions or instead constitute Core Banking Services subject to the new branch regime.
Action points ahead of 11 July 2026
With 11 July 2026 approaching, non-EU banks, other non-EU lenders and companies in the Netherlands would be well advised to review their existing and proposed financing arrangements without delay. Key considerations include the following: which entity is providing the Core Banking Services, where the client is based, exactly which services are being offered, and whether the relevant agreement is concluded before or after 11 July 2026.
For non-EU banks that already have a licensed group entity in an EU Member State, it is also important to assess whether Core Banking Services are currently being provided to companies in the Netherlands by non-EU entities. Where this is the case, it may be necessary to transfer those activities to the licensed EU entity, apply for a Dutch branch licence, or assess whether one of the available exemptions applies. Similarly, companies in the Netherlands obtaining financing from non-EU banks should take into account the potential impact on timing, documentation and the availability of financing or other products when entering into new transactions or modifying existing financing arrangements.
Contact us
Our firm has a team of specialists with expertise in the fields of financing, financial regulatory law and the implementation of CRD 6. If you have any questions about the implications of the 11 July deadline for your organisation or ongoing transactions, or if you would like to discuss whether an exemption from the branch requirement may be available in your specific circumstances, please do not hesitate to contact Jeroen Vossenberg or Lisanne Haarman. They would be pleased to discuss this with you.