Related-party transactions

(1) Loans to
1. the institution's managers,
2. shareholders of the institution who are not managers, where the institution is operated in the legal form of a commercial partnership or a limited liability company, and to personally liable partners, who are not managers, of an institution operated in the legal form of a partnership limited by shares,
3. members of a supervisory body,
4. holders of a commercial power of attorney (Prokura) and holders of a power of attorney authorising them to conduct the institution's entire business,
5. spouses, civil partners, children, and parents of the persons named in points 1 to 4,
6. silent partners of the institution,
7. undertakings in the legal form of a legal person or a commercial partnership, where a manager, a holder of a commercial power of attorney, or a holder of a power of attorney authorising them to conduct the institution's entire business, or that person's spouse, civil partner, child, or parent, is the statutory representative or a member of the supervisory body of the legal person, or a partner of the commercial partnership,
8. undertakings in the legal form of a legal person or a commercial partnership, where a statutory representative of the legal person, a partner of the commercial partnership, a holder of a commercial power of attorney, or a holder of a power of attorney authorising them to conduct that undertaking's entire business belongs to the institution's supervisory body,
9. undertakings in which the institution or one of the persons named in points 1 to 5 holds a significant holding, or of which the institution or one of the persons named in points 1 to 5 is a personally liable partner,
10. undertakings that hold more than 10 percent of the institution's capital,
11. undertakings in the legal form of a legal person or a commercial partnership, where a statutory representative of the legal person or a partner of the commercial partnership holds more than 10 percent of the institution's capital, and
12. personally liable partners, managing directors, members of the management board or the supervisory body, holders of a commercial power of attorney, and holders of a power of attorney authorising them to conduct the entire business of an undertaking dependent on the institution or an undertaking controlling the institution, and their spouses, civil partners, children, and parents (related-party loans) may be granted only on the basis of a unanimous resolution of all the institution's managers, and, except in the course of employee programmes, only on market terms and only with the express consent of the supervisory body — in the case of point 12, of the supervisory body of the undertaking controlling the institution; the foregoing provisions for commercial partnerships apply correspondingly to partnership companies. Managers and members of the supervisory body who have a conflict of interest may not take part in passing the resolutions under the first sentence, or in their preparation. A unanimous resolution of all managers, and the express consent of the supervisory body, may be dispensed with where, for a loan to an undertaking under the first sentence, points 9 and 10, a Standardised Approach risk weight of zero percent may be used under Article 113 of Regulation (EU) No 575/2013. A holding within the meaning of the first sentence, points 10 and 11, is any ownership of shares or membership interests in the undertaking, where it reaches at least a quarter of the capital (nominal capital, sum of capital contributions), regardless of the duration of the ownership. The granting of a loan is treated as equivalent to permitting withdrawals that exceed the remuneration due to a manager or a member of the supervisory body, in particular also permitting the withdrawal of advances on remuneration. Related-party loans that are not granted on market terms must, on the Federal Institute's order, be covered by Common Equity Tier 1 capital under Article 26 of Regulation (EU) No 575/2013, as amended from time to time.
(2) The Federal Institute may, in an individual case, order ceilings for granting related-party loans; this power also exists after the related-party loan has been granted. Related-party loans that exceed the ceilings ordered by the Federal Institute must, on the Federal Institute's further order, be brought down to the ordered ceilings; in the meantime they must be covered by Common Equity Tier 1 capital under Article 26 of Regulation (EU) No 575/2013, as amended from time to time.
(3) Subsection (1) does not apply
1. to loans to holders of a commercial power of attorney and holders of a power of attorney authorising them to conduct the entire business, and to their spouses, civil partners, children, and parents, where the loan does not exceed one year's salary of the holder of the commercial power of attorney or the holder of the power of attorney,
2. to loans to persons or undertakings named in subsection (1), first sentence, points 6 to 11, where the loan amounts to less than 1 percent of the institution's own funds eligible under Article 4(1), point 71(b), of Regulation (EU) No 575/2013, or to less than EUR 100,000,
3. to loans that are increased by no more than 10 percent of the amount resolved under subsection (1), first sentence, and
4. to loans of up to EUR 20,000 to persons named in subsection (1), first sentence, points 1 to 5 and 12, where the loan is granted exclusively in the course of fully automated credit decisions and it is ensured that the related-party relationship under subsection (1), first sentence, has no influence on the loan terms.
(4) The managers' resolution and the resolution granting consent must be passed before the loan is granted. The resolutions must contain provisions on the interest and repayment of the loan. They must be recorded in the file. Where the granting of a loan under subsection (1), first sentence, points 6 to 11, is urgent, it suffices for all managers and the supervisory body to give their consent to the granting of the loan without delay afterwards. Where the managers' resolution is not passed within two months, or the supervisory body's resolution is not passed within four months, in each case calculated from the date the loan was granted, the institution must notify this to the Federal Institute without delay. The managers' resolution and the resolution granting consent to loans to the persons named in subsection (1), first sentence, points 1 to 5 and 12, may be passed in advance for specified credit transactions and types of credit transactions, but not for longer than one year.
(5) Where a loan is granted to a person named in subsection (1), first sentence, points 1 to 5 and 12, in breach of subsection (1) or (4), that loan must be repaid immediately, notwithstanding any agreement to the contrary, unless all managers and the supervisory body give their consent to the granting of the loan without delay afterwards.
(6) For transactions of the institution that are not loans within the meaning of section 21(1), with persons or undertakings under subsection (1), first sentence, points 1 to 12 (related-party transactions), and for derecognitions of claims against those persons or undertakings, subsection (1), first to fourth sentences, subsections (3) and (4), section 19(3), and section 21(2), point 1, and (3), point 3, apply correspondingly. Subsection (1) does not apply to a related-party transaction with persons named in subsection (1), first sentence, points 1 to 5 and 12, where the total volume of related-party transactions within the calendar year, up to the time of the respective transaction, does not exceed EUR 100,000. By way of derogation from subsection (4), sixth sentence, advance resolutions for related-party transactions are not limited to the group of persons under subsection (1), first sentence, points 1 to 5 and 12.