Will CRD VI limit European companies' access to finance?

The implementation act for CRD VI (Directive (EU) 2024/1619) will largely take effect from 11 July 2026. This act amends the Dutch Financial Supervision Act (Wft), the Bank Act 1998 and the Economic Offences Act. The entry into force must still be formally promulgated in the Dutch Bulletin of Acts and Decrees (Staatsblad) and provided for by royal decree. However, the relevant provisions discussed in this legal update must enter into force by 11 July 2026.

CRD VI aims to further strengthen the prudential framework for banks.

However, the new rules may have unintended and far-reaching consequences for European companies that rely on financing from non-EU banks. We frequently see international groups of companies with a holding structure, financing company or other nexus in the Netherlands with strong banking relationships with US, UK, Canadian, and Asian banks. The new rules will limit the ability of such banks to extend new credit facilities, but also to extend and – in some cases – amend existing credit lines. 

The implementation act also embeds environmental, social and governance (ESG) risks into the prudential framework for banks. ESG risks will become part of the core framework for governance, risk management and supervisory review. We discuss this topic in more detail in a separate Legal Update, available here.

A new barrier for non-EU banks

CRD VI introduces a harmonised framework for so-called third-country branches. In essence, this means that a bank established outside the EU is no longer able to conduct core banking activities in an EU Member State on a cross-border basis as freely as before. A non-EU bank that wishes to continue lending activities in the EU will need to incorporate a local subsidiary or branch and obtain a license. Both options are likely to consume significant time and involve substantial costs. Core banking activities include deposit-taking, lending, and issuing guarantees.

For the Netherlands, the implementation of CRD VI marks a fundamental shift. The Netherlands has allowed foreign banks and alternative lenders to lend to businesses with almost no restrictions. With the new act, we expect that some non-EU banks will try to set up a local subsidiary or branch, but others to cease direct lending operations to Dutch companies.

The impact on Dutch borrowers may have been underestimated

Needless to say, Dutch companies and international groups of companies with a Dutch nexus in their financing structure can be affected. It seems that the Dutch Central Bank (DNB) has been unable to get visibility on the extent to which Dutch borrowers currently obtain financing from non-EU banks. We do not have a comprehensive view of the market as a whole, but based on our insights into individual borrowers, anecdotal evidence suggest that some companies are likely to be significantly impacted in the short to medium term. Affected companies will need to replace at least some of their non-EU banking relations with CRD VI compliant banks or alternative lenders, or to change their financing structure.

Why this matters in practice

For many borrowers, non-EU lenders meet a specific commercial need. They may offer larger hold levels, sector expertise, faster execution or access to international financing relationships. In some transactions, they are among only a limited number of parties willing and able to provide the required debt package.

A retreat of non-EU banks from the Dutch market may have multiple negative effects for Dutch companies in the medium to long term:

• restricted lender choice;
• difficulties to establish and maintain international banking relations;
• higher pricing and transaction costs;
• longer timelines and greater execution risk;
• reduced availability of specialised financing products; and
• pressure on refinancings, amendments and waivers under existing relationships.

In the short to medium term however, there is a more pressing concern.

Existing credit facilities are also affected

The new act does not only apply to new financings. Credit facilities existing before 11 July 2026 are exempted, until they are extended or novated.

Dutch borrowers commonly extend their credit facilities with their existing lender group. If a lender group includes non-EU banks, the borrower may struggle to replace them and face a refinancing challenge as a result. This could be particularly harsh on borrowers that were looking to extend their credit facilities shortly after 11 July 2026.

As for novation, it is not entirely clear at what point a credit facility is considered novated for the purposes of the new act. Significant or extensive amendments may suffice. That is a concern for Dutch borrowers requesting amendments or perhaps even extensive waivers from a banking syndicate that includes non-EU banks. Some banks may be hesitant to agree to such changes as a result or seek protection through provisions in the facility agreement.

Reverse solicitation and MiFID exemptions may help, in limited cases 

The new act includes exemptions for reverse solicitation and MiFID regulated activities. Some non-EU banks may look to these exemptions as possible ways to continue activities outside the scope of the new act. Those exceptions may be relevant in specific cases, but they are unlikely to resolve the issue for the broader lending market.

Reverse solicitation is typically interpreted narrowly and requires genuine client initiative. It is therefore not a stable basis for an active lending strategy into the Netherlands. Likewise, the fact that certain MiFID activities may fall outside the banking regime does not mean that cross-border lending itself is unaffected.

For many traditional lending transactions, these routes are therefore likely to offer only limited practical value.

A policy choice with potentially major market consequences

The broader concern is that the Dutch implementation of CRD VI may alter the funding landscape before its market consequences have been properly quantified. In our view, there is a real risk that Dutch companies and international groups of companies with a Dutch financing nexus will see an unintended reduction in available cross-border credit from non-EU banks. Should this materialise, then regulators will be faced with policy choices on interpretation, application, and exemptions.

This is not merely a regulatory issue. It is also a question of competitiveness, access to capital and transaction certainty. 

Conclusion

CRD VI and its implementation act may seem like technical banking laws that affect only foreign banks. However, the new rules apply as soon as 11 July 2026, directly affect the availability of non-EU financing in the Netherlands, and may impact existing lending relationships. Companies that rely on non-EU lenders should therefore assess at an early stage whether their funding access may be at risk.

We encourage market participants that share our concerns not to stay silent. The earlier borrowers and lenders are made aware of these issues, the more time they have to find solutions to soften the blow.

This is a VBK Legal Update by Dennis Apperloo, Wouter van den Wildenberg and Matthijs van Achterberg. Please follow us on LinkedIn for further updates on CRD VI and its Dutch implementation act.