Establishment of an intermediate EU parent undertaking for parent undertakings with a registered office in a third country; power to issue a statutory instrument

(1) Where two or more CRR credit institutions or securities institutions with a registered office in a state of the European Economic Area have the same parent undertaking with a registered office in a third country, and the total value of the assets of the third-country group within the European Economic Area exceeds EUR 40 billion, those undertakings must establish a single intermediate EU parent undertaking.
(2) By way of derogation from subsection (1), the supervisory authority may approve the establishment of two intermediate EU parent undertakings where the establishment of a single intermediate EU parent undertaking would either 1. be incompatible with a mandatory rule of the third country in which the ultimate parent undertaking of the group has its head office, or with a mandatory requirement of the competent authority there, requiring separation of the business areas, or 2. weaken the resolvability of the third-country group within the European Economic Area, in the assessment of the competent resolution authority, compared with the situation with two intermediate EU parent undertakings. Where authorities in other states of the European Economic Area, besides the supervisory authority, are responsible for supervising CRR credit institutions or securities institutions with the same parent undertaking with a registered office in a third country, the supervisory authority takes the decision under the first sentence in agreement with those other competent authorities.
(3) An intermediate EU parent undertaking under subsection (1) or (2) must be a CRR credit institution, or a financial holding company or mixed financial holding company approved under Article 21a of Directive 2013/36/EU. An investment firm authorised under Article 5(1) of Directive 2014/65/EU that is subject to Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU, and 2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No 648/2012 of the European Parliament and of the Council (OJ L 173, 12.6.2014, p. 190), as last amended by Directive (EU) 2019/2162 (OJ L 328, 18.12.2019, p. 29), may also be an intermediate EU parent undertaking, where one of the two further conditions is met: 1. none of the undertakings named in subsection (1) is a CRR credit institution, or 2. the investment firm is established as the second intermediate EU parent undertaking in order to satisfy a mandatory rule within the meaning of subsection (2), first sentence.
(4) The total value of the assets of the third-country group within the European Economic Area under subsection (1) results from the sum of the following total values: 1. the total value of the assets of every CRR credit institution and every securities institution of the third-country group with a registered office in the European Economic Area, as shown in its consolidated balance sheet, or, where no consolidation of the balance sheet takes place for a CRR credit institution or a securities institution, in its individual balance sheet, and 2. the total value of the assets of every branch of that group authorised in the European Economic Area.
(5) For each third-country group, the supervisory authority notifies the European Banking Authority of: 1. the name and the total value of the assets of the supervised CRR credit institutions and securities institutions with a registered office in Germany, 2. the name and the total value of the assets attributable in total to the branches under section 53, and the banking business and financial services for which these branches are authorised, and 3. the name and the type of the intermediate EU parent undertaking under subsection (3), and the name of the third-country group to which the intermediate EU parent undertaking belongs.
(6) The supervisory authority ensures that every CRR credit institution and every securities institution within its area of responsibility whose parent undertaking has its registered office in a third country either 1. has an intermediate EU parent undertaking, 2. is an intermediate EU parent undertaking, 3. is the only CRR credit institution or securities institution of that group within the European Economic Area, or 4. belongs to a third-country group whose total value of assets within the European Economic Area under subsection (4) is less than EUR 40 billion.
(7) Where two or more CRR credit institutions or securities institutions with a registered office in a state of the European Economic Area have the same parent undertaking with a registered office in a third country, the following undertakings and branches belonging to that third-country group exchange with each other all data necessary to determine the total value of the assets of the third-country group within the European Economic Area under subsection (1): 1. the EU single institutions, 2. the EU parent institutions, 3. the approved EU parent financial holding companies and approved mixed EU parent financial holding companies, or the undertakings designated as superordinate undertakings of a group under section 2f(4), first sentence, point 3, in place of an unapproved EU parent financial holding company or mixed EU parent financial holding company, 4. the securities institutions that, in the European Union, are not subject to prudential consolidation under Part One, Title II, Chapter 2, of Regulation (EU) No 575/2013, as amended on 17 June 2025, or under Part One, Title II, Chapter 2, of Regulation (EU) 2019/2033, as amended on 13 December 2023, and that do not have an EU parent undertaking subject to such prudential consolidation, 5. the EU parent securities institutions within the meaning of section 2(33) of the Securities Institutions Act, 6. the EU parent investment holding companies within the meaning of section 2(34) of the Securities Institutions Act, 7. intermediate EU parent undertakings under subsection (1) or (2), once established, and 8. the branches authorised in the European Economic Area. Before an intermediate EU parent undertaking is established, the branches under the first sentence, point 8, transmit the data under the first sentence to the undertakings under the first sentence, points 1 to 6. Once the intermediate EU parent undertaking under subsection (1) has been established, the branches transmit the data to it. Where two intermediate EU parent undertakings are established under subsection (2), the branches transmit the data to them. The undertakings under the first sentence, points 1 to 7, must coordinate on how the total value of the assets of the branches is included in the total value of the third-country group within the European Economic Area.
(8) Before an intermediate EU parent undertaking is established, the domestically resident undertakings under subsection (7), first sentence, points 1 to 6, transmit to the supervisory authority and the Deutsche Bundesbank, without delay after the end of each quarter, a calculation of the total value of the assets of the third-country group within the European Economic Area under subsection (1), together with the data underlying the calculation. Once established, a domestically resident intermediate EU parent undertaking transmits the calculation and data under the first sentence to the supervisory authority and the Deutsche Bundesbank without delay after the end of each quarter.
(9) Before an intermediate EU parent undertaking is established, the undertakings under subsection (7), first sentence, points 1 to 6, must monitor prospectively whether the total amount of the assets of the third-country group within the European Economic Area under subsection (1) will reach or exceed the threshold under subsection (1) within the next three years. Where the threshold under subsection (1) will be reached or exceeded within the next three years, they inform one of the following authorities of this without delay: 1. the competent authority to be determined as the consolidating supervisor under Article 111(3) and (5) of Directive 2013/36/EU, as amended on 27 November 2024, on the assumption that all institutions authorised in the Union are part of a group with the same EU parent financial holding company that is subject to consolidated supervision, or 2. in the case that none of the institutions of the third-country group is a CRR credit institution, the competent authority to be determined as the authority responsible for group supervision under Article 46 of Directive (EU) 2019/2034, as amended on 27 November 2024.
(10) The Federal Ministry of Finance may, in consultation with the Deutsche Bundesbank, make further provisions by statutory instrument not requiring the consent of the Bundesrat on the manner of submission, and the type, form, and scope of the data to be transmitted under subsection (8). The Federal Ministry of Finance may, by statutory instrument, transfer the power to issue a statutory instrument to the Federal Institute, on the condition that the statutory instrument is issued in consultation with the Deutsche Bundesbank.