The adoption of Capital Requirements Directive (EU) 2024/1619 (“CRD VI”) marks a significant development in the regulation of cross-border banking activities within the European Union. Among its most consequential reforms is the introduction of a harmonised third-country branch (“TCB”) framework governing the provision of core banking services by non-EU institutions to clients and counterparties within Member States.

For third-country banks with existing or prospective business in Cyprus, the new regime raises important strategic and regulatory questions. While Cyprus has yet to complete formal transposition of CRD VI, available indications suggest that implementation is progressing and that the jurisdiction is likely to adopt the Directive’s framework, including the grandfathering mechanism designed to protect certain existing contractual arrangements.

Against that background, institutions should begin assessing the practical implications of the new regime, particularly in light of the approaching July 2026 and January 2027 milestones.

The new Third-Country Branch framework

CRD VI introduces a new Article 21c into Directive 2013/36/EU, establishing a general requirement for certain third-country undertakings to establish an authorised branch before commencing or continuing the provision of specified banking services within a Member State.

The regime applies to undertakings established in third countries that would qualify as credit institutions if established within the European Union. The relevant activities include core banking services such as deposit-taking, lending, guarantees and commitments.

The Directive nevertheless preserves several important exceptions. In particular, the branch requirement does not apply where services are provided:

• at the exclusive initiative of the client or counterparty (reverse solicitation);
• to credit institutions;
• to entities belonging to the same group; or
• in certain circumstances connected with MiFID II investment services and ancillary activities.

The objective of the new framework is to create a more consistent regulatory environment across the European Union while ensuring that banking activities directed at EU markets are subject to an appropriate degree of prudential oversight.

The importance of the CRD VI timeline

A critical distinction should be made between the key implementation dates established by CRD VI. Contrary to some commentary, 11 July 2026 is not the general application date of the new third-country branch regime. Rather, it is the date from which the grandfathering provision contained in Article 21c(5) becomes applicable and the cut-off date for contracts benefiting from that protection. Article 21c(5) provides that, in order to preserve clients’ acquired rights under existing contracts, the requirement to establish an authorised branch shall be “without prejudice to existing contracts that were entered into before 11 July 2026”. By contrast, Article 2(1) of CRD VI expressly postpones the application of the broader TCB framework introduced by Article 1(9) (including the new branch-authorisation requirement) to 11 January 2027, while carving out an earlier application date for Article 21c(5). Accordingly, the Directive establishes a clear distinction between the 11 July 2026 grandfathering date and the 11 January 2027 application date of the wider regime, a distinction that is central to assessing whether existing cross-border banking relationships may continue to be serviced without triggering the new authorisation requirements.

For institutions active in European markets, these dates are of considerable practical significance. While the full branch regime will generally not become operational until January 2027, the July 2026 cut-off effectively determines which contractual arrangements may potentially benefit from transitional protection.

Cyprus’ emerging approach

Cyprus has not yet completed formal implementation of the new TCB regime. However, publicly available information indicates that transposition work is well advanced. The Central Bank of Cyprus has noted in its 2025 Annual Report that the necessary amendments to relevant regulatory instruments have progressed and that full implementation is expected during 2026 or in early 2027. In parallel, market reports and transposition trackers indicate that draft amendments to the Business of Credit Institutions Law have been prepared and are proceeding through the legislative process.

Although the final legislative text remains awaited, there is presently no indication that Cyprus intends to depart materially from the framework established by CRD VI. On the contrary, available commentary suggests that Cyprus is expected to implement the new regime substantially in line with the Directive’s requirements, including the acquired-rights protection contained in Article 21c(5).

As with all transposition exercises, however, the final position will ultimately depend on the enacted legislation and any subsequent guidance issued by the Central Bank of Cyprus.

Grandfathering and existing contracts

One of the most closely scrutinised aspects of the new regime is the treatment of contracts entered into before 11 July 2026. Article 21c(5) provides that the branch-establishment requirement shall be “without prejudice” to existing contracts concluded before that date. The purpose of the provision is to preserve acquired rights and facilitate the transition to the new regulatory framework without unnecessarily disrupting existing commercial relationships.

The Directive’s recitals further indicate that transitional measures should be narrowly framed and designed to avoid circumvention of the new regime. This reflects a broader policy objective of balancing legal certainty for existing relationships with the effective implementation of the new branch-authorisation framework.

Importantly, however, neither CRD VI nor the currently available Cyprus materials provide detailed guidance on the treatment of specific scenarios such as renewals, extensions, refinancings, novations or material amendments to pre-existing arrangements. Consequently, while market commentary has generally favoured a restrictive interpretation of grandfathering, further clarification may emerge through national legislation, supervisory practice or future guidance at European level.

Pending such clarification, institutions should carefully evaluate any modifications to legacy arrangements and assess their potential implications under the forthcoming regime.

Practical considerations for Third-Country Banks

The introduction of the TCB framework requires affected institutions to undertake a broader review of their European operating models.

Key considerations include:

• identifying activities that fall within the scope of Article 21c;
• reviewing existing contractual arrangements and relevant execution dates;
• assessing the availability of exemptions, including reverse solicitation and intra-group exemptions;
• evaluating whether future business should be conducted through an authorised EU branch or subsidiary; and
• monitoring national implementation measures and supervisory developments.

For some institutions, establishing a Cyprus branch may become the preferred solution for servicing local business. Others may determine that conducting activities through an existing EU-authorised subsidiary provides greater operational flexibility, particularly where services are provided across multiple Member States.

Given the lead times associated with authorisation processes, governance arrangements and operational restructuring, early planning is advisable.

Looking ahead

While a number of implementation questions remain open, the overall direction of travel is becoming increasingly clear. CRD VI introduces a new and harmonised framework governing the provision of core banking services by third-country institutions within the European Union, and Cyprus appears likely to implement that framework substantially in accordance with the Directive.

The distinction between the 11 July 2026 grandfathering date and the 11 January 2027 application date will be particularly important for institutions seeking to assess the future treatment of existing contractual relationships. As the Cyprus legislative process progresses and further guidance emerges, banks should continue to monitor developments closely and ensure that any necessary structural, operational or compliance measures are considered well in advance of the regime becoming fully applicable.

For more information, please contact Nikoleta Kleovoulou (nikoleta.kleovoulou@demetriades.com) or your usual contact at Chrysses Demetriades & Co LLC.

Our partner Marion Madella has contributed to the Cyprus chapter of the Ship Finance guide, published by Law Business Research and edited by Richard B. Furey of Holland & Knight LLP. She provides key insights into various aspects of ship finance, including due diligence, repayment structures, vessel registration, and ship mortgages and liens, offering a thorough analysis of the sector in Cyprus.

The chapter also covers critical topics such as collateral, tax considerations for vessel owners, insolvency and restructuring, as well as recent updates and trends. This contribution showcases our firm’s extensive experience and deep understanding of the complexities involved in ship finance transactions.

We invite you to explore the guide to gain a more detailed understanding of these important issues. [download link]