CRD VI implementation in Poland: new rules for third-country banks

Access to the Polish banking market by non-EU institutions is set to change materially following the implementation of the Capital Requirements Directive (EU) 2024/1619 (“CRD VI”). While the current Polish Banking Law does not provide for exemptions allowing third-country banks to carry out regulated banking activities in Poland and does not recognise reverse solicitation as black-letter law in the banking context, CRD VI introduces a harmonised EU framework that both restricts cross-border banking services without local authorisation and, for the first time, defines a limited set of exemptions. These new rules will be decisive for non-EU banks and financial institutions assessing whether and how they can continue or begin servicing clients in Poland without establishing a local presence.

1. Legislative background and implementation timeline

By 10 January 2026, EU Member States are required to adopt and publish national laws implementing CRD VI. Together with Regulation (EU) 2024/1623 (“CRR III”), CRD VI introduces significant changes to the prudential and regulatory framework applicable to credit institutions, including new rules governing the establishment of third-country branches and the provision of cross-border banking services by non-EU institutions.

In Poland, a draft law amending the Polish Banking Law to implement CRD VI is in the final stage of the government’s legislative process. The proposed amendments address, among other matters, the authorisation regime for third-country branches and the scope of exemptions allowing certain cross-border banking services to be provided without setting up a branch of subsidiary in Poland.

2. Third-country cross-border banking services under CRD VI (Article 21c)

CRD VI establishes an EU-wide framework for third-country branches (“TCBs”) and restricts the ability of third-country institutions to provide banking services into Member States on a cross-border basis without local authorisation. In line with this framework, the Polish draft law introduces a new authorisation perimeter for TCBs, harmonises minimum prudential and governance requirements and formalises reporting obligations towards the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF).

As a result, third-country institutions carrying out critical or systemic banking activities, public deposit-taking or large-scale client-facing banking services in Poland will generally be required to obtain either a TCB authorisation or a subsidiary licence.

3. Exemptions from the branch requirement

At the same time, CRD VI introduces a closed list of exemptions under which third-country banks and institutions may provide certain services to EU-based clients without establishing a branch. The Polish draft amendments are expected to recognise these CRD VI exemptions from the authorisation requirement.

Institutions relying on such exemptions should, however, anticipate documentary substantiation, a strict interpretation of the concept of “solicitation” and a prohibition on using exemptions to conduct recurring or continuous business in Poland. The exemptions are not intended to support an ongoing market presence comparable to that of an authorised branch or subsidiary.

Under the proposed framework, third-country institutions may rely on the following exemptions:

• Reverse solicitation, provided that:
  – the client located or established in the EU initiates the service or activity exclusively on its own;
  – the exemption applies to core banking services, including deposit-taking, operation of bank accounts, granting of bank loans and the issuance of bank guarantees or letters of credit;
  – the exemption does not permit marketing of other products or services not requested by the client, unless such marketing is carried out through an authorised branch; and
  – solicitation conducted via intermediaries, agents or linked entities excludes reliance on the reverse solicitation exemption.
• Intragroup services, where banking services are provided to entities within the same capital group.
• Interbank services, where services are provided to Polish domestic banks or EU credit institutions.
• MiFID II services, covering services listed in Annex I, Section A and B of MiFID II, including ancillary services, provided that their purpose is to facilitate the provision of services regulated under the MiFID framework.
• Closely related or follow-on services, where services or products are necessary for, or closely linked to, the originally solicited service, even if provided at a later stage.

4. Application date and grandfathering

EU Member States are required to apply the measures implementing third-country cross-border banking services and the related exemptions as of 11 January 2027.

The draft Polish grandfathering provisions set a deadline for third-country institutions to apply for authorisation from the KNF under the new framework. These provisions are expected to have limited practical relevance, as no third-country branches currently operate in Poland on the basis of a KNF-issued authorisation.