The first draft of the Implementation Act was published on 19 January 2026. In early May 2026, we published key changes, exemptions and practical implications that market participants need to take into account. An amended draft of the Act was published on 27 May 2026. This draft has now become final.
TCB regime
Under the new Article 2:20 of the Wft, non-EU firms are prohibited from providing core banking services in the Netherlands without a Dutch branch and a licence from De Nederlandsche Bank (DNB). This is also referred to as the TCB regime. Core banking services are services 1, 2 and 6 of Annex I to the CRD. Core banking service 1 concerns the taking of deposits and other repayable funds. Core banking services 2 and 6 concern, in short, the granting of loans, and the provision of guarantees and commitments. The most significant change in the final Implementation Act compared with the proposal of 19 January 2026 relates to core banking service 1. This is discussed further in this News Update.
In addition to Service 1, it is also prohibited under the TCB regime for non-EU undertakings without a licensed branch to provide Services 2 and 6 of Annex I to the CRD. It is important for market participants to note that the TCB regime does not always apply to all non-EU undertakings with regard to the aforementioned core banking services. This varies depending on the service:
- For the granting of loans and the provision of guarantees and commitments (services 2 and 6), the TCB regime applies to non-EU undertakings that would qualify as banks in the EU.
- The taking of deposits and other repayable funds (service 1) is prohibited for all non-EU undertakings under the TCB regime.
Even if a core banking service is provided and the TCB regime applies in principle to the non-EU undertaking in question, it must still be assessed whether one of the exceptions to the TCB regime under CRD VI can be invoked:
- A Dutch undertaking that approaches a non-EU bank ‘exclusively on its own initiative’, without this having been preceded by any communication or marketing by or on behalf of the non-EU bank (reverse solicitation). This exception is very strict; such lenders may not operate in the EU in any way, engage in (indirect) advertising or otherwise contact potential EU customers;
- A non-EU bank that provides services exclusively to Dutch banks (interbank services);
- Services provided by a non-EU undertaking to an undertaking in the Netherlands belonging to the same group (intra-group services). This means that core banking services may be provided on an intra-group basis. The granting and taking out of intra-group loans and the provision of intra-group guarantees are therefore not restricted by the TCB regime; and
- Services provided by a non-EU undertaking directly related to the provision of investment services to Dutch clients, for example the raising of funds in connection with the management of a portfolio (MiFID services).
Amendment to Article 3:5 of the Wft
The most significant change compared with the proposal of 19 January 2026 relates to Article 3:5 of the Wft. Under this article, it is prohibited to raise, obtain or hold repayable funds from the public in the Netherlands in the course of business. Apart from a few specific exceptions, this prohibition does not apply to undertakings holding a banking licence in the EU.
The original proposal contained an extension of this article, under which it would also be prohibited for all non-EU undertakings to raise, obtain or hold repayable funds from parties in the Netherlands in the course of business from others than the public. In doing so, the legislator intended to make it clear that non-EU undertakings are not permitted to raise repayable funds from sources other than the public either. In the final Implementation Act, this extension of Article 3:5 of the Wft has been deleted.
However, this does not mean that non-EU undertakings without a licensed branch in the Netherlands may raise funds from sources other than the public in the Netherlands. The legislator has explained in the explanatory memorandum that this is not permitted even after the deletion of the addition to Article 3:5 of the Wft, but that this already follows directly from the new Article 2:20 of the Wft. This therefore also means that the prohibition on non-EU undertakings raising repayable funds from parties in the Netherlands in the course of business is broader than that applicable to EU undertakings.
Although the Implementation Act came into force on 22 September 2026, the TCB regime will only apply from 11 January 2027. However, non-EU firms must already take the TCB regime into account. Under CRD VI, the obligation to establish a branch does not affect agreements concluded before 11 July 2026. For agreements relating to core banking services concluded after this date, however, the TCB regime must be taken into account.
In summary, the TCB regime under CRD VI has the following implications for non-EU firms providing core banking services in the EU without a licensed branch:
| Service | Non-EU bank | Non-EU undertaking that does not qualify as a bank in the EU |
|---|---|---|
| Service 1 – Taking deposits and other repayable funds from the public or (extension compared to current situation) from parties other than the public | Not permitted, unless under the TCB regime exception.
Applies to agreements concluded after 11 July 2026. |
Not permitted, unless under the TCB regime exception.
Applies to agreements concluded after 11 July 2026. |
| Service 2 – Lending including, inter alia: consumer credit, credit agreements relating to immovable property, factoring, with or without recourse, financing of commercial transactions (including forfeiting). | Not permitted, unless under the TCB regime exception.
Applies to agreements concluded after 11 July 2026. |
Permitted |
| Service 6 – Guarantees and commitments. | Not permitted, unless under the TCB regime exception.
Applies to agreements concluded after 11 July 2026. |
Permitted |
It is important that market participants assess in good time the impact of the TCB regime on their services, and, where applicable, on the services of their contracting parties.Would you like to know more about the TCB regime or other aspects of the implementation of CRD VI? Please contact Jeroen Vossenberg and Lisanne Haarman.