New EU-driven banking M&A rules entered into force in Finland on 1 October 2026

The changes stem from Government proposal HE 22/2026, which implements the new transaction rules set out in Directive (EU) 2024/1619 (“CRD6”) into Finnish law and amends, among others, the Finnish Act on Credit Institutions (610/2014, the “Act on Credit Institutions”) and the Act on Commercial Banks and Other Credit Institutions in the Form of a Limited Company (2001/1501, the “Act on Commercial Banks”).

This Legal Alert supplements our earlier one “CRD 6 has been published: New requirements for M&A transactions and other reorganisations in the banking sector“. This update focuses on their implementation into Finnish law and the practical steps affected institutions should now take.

What changes for credit institutions

The principal change for credit institutions intending to carry out M&A transactions or other corporate transactions is a wholly new Chapter 3a of the Act on Credit Institutions, governing the supervision of transfers of material assets or liabilities, acquisitions or divestitures of material holdings, and mergers and demergers. The existing provisions of the Act on Commercial Banks governing mergers, demergers and business transfers involving a credit institution have also been amended.

Key features of the new rules include notification obligations and the FIN-FSA’s assessment and approval process

The new rules in the Act on Credit Institutions require a credit institution to notify the Finnish Financial Supervisory Authority (“FIN-FSA”) in writing in advance of

• transferring or receiving material assets or liabilities;
• acquiring or disposing of a material holding in another company; or
• participating in a merger or demerger,

in each case subject to the materiality thresholds and exemptions set out below.

• Asset or liability transfers: The materiality threshold is 10% of the balance sheet value of the transferring or receiving institution (15% for intra-group transfers). The following are excluded when calculating these percentages: transfers of non-performing assets; transfers of assets for inclusion in a cover pool within the meaning of the EU Covered Bond Directive (2019/2162); transfers of assets to be securitised; and transfers of assets or liabilities in connection with the use of resolution tools, powers and mechanisms.
• Material holdings: A holding is material if it is valued at 15% or more of the acquiring institution’s own funds (or consolidated own funds). This obligation applies to acquisitions of material holdings in any type of company, including non-regulated companies. Where the target company is itself a credit institution, the existing ownership control procedures under Chapter 3 of the Act on Credit Institutions apply in addition.
• Mergers and demergers: These are captured by the new rules regardless of materiality.

In addition to the notification obligations described above, mergers and demergers, as well as acquisitions of material holdings, are also subject to the FIN-FSA’s assessment and approval process. With respect to mergers and demergers, for example, the FIN-FSA assesses the proposed transaction against criteria including the reputation and financial soundness of the participating institutions, the resulting entity’s ability to continue complying with prudential requirements, whether the transaction’s implementation plan is realistic and prudentially sound, and whether there is a risk of money laundering or terrorist financing. However, purely intra-group mergers, and mergers between member credit institutions of the same amalgamation of deposit banks, are in principle exempt from the assessment procedure. The FIN-FSA nonetheless retains the right to review such a merger if it has grounds to suspect that the transaction could jeopardise the resulting institution’s compliance with the prudential requirements or other operating preconditions. Both the content of the notifications and the subsequent assessment process are set out in further detail in the extensive supplementary regulation described below.

Mergers, demergers, and acquisitions of material holdings may not be completed without a proper positive decision (or non-objection) from the FIN-FSA.

Extensive supplementary regulation governing the notification and approval processes

Both the notification process and the subsequent FIN-FSA’s assessment and approval process are supplemented by various EU-level and national rules.

The content of notifications and the supporting documentation to be attached to them will be set out in regulatory technical standards (“RTS”) adopted by the European Commission. On 17 July 2026, the European Banking Authority (the “EBA”) published its final report containing the final draft RTS (“Draft RTS”), which have accordingly been finalised by the EBA and submitted to the Commission for formal adoption as delegated acts. As of the date of this legal alert, the Draft RTS had not yet been adopted by the Commission or entered into force, but entry into force is expected before the end of 2026. Based on the Draft RTS, the notifications required by the new rules must be accompanied by extensive supporting information.

The process and applicable time limits for the subsequent assessment and approval process — applicable to mergers and demergers and acquisitions of material holdings — are set out in more detail in a decree of the Ministry of Finance (the “Decree”).

Based on the Decree, the general time limit for the FIN-FSA’s review is 60 business days for acquisitions of material holdings and for intra-group mergers and demergers, extendable under certain conditions by a further 20 or 30 days. The Decree does not specify a timeline for completing the assessment of mergers or demergers involving non-group entities. In practice, however, such timelines are governed by the general merger and demerger provisions of the Act on Commercial Banks and the Finnish Limited Liability Companies Act (624/2006, the “Companies Act”). In addition to the Decree, the FIN-FSA is empowered to issue supplementary regulations on the practical implementation of the assessment process and on the manner in which the required information is to be submitted. The assessment procedure and assessment criteria will also be addressed in the RTS once adopted by the Commission.

Certain observations on the Finnish banking M&A regime following the implementation of the new rules

Although the new Finnish banking M&A rules are now, in material respects, aligned with CRD6, certain national characteristics should be observed when planning transactions involving Finnish credit institutions, largely due to Finland’s existing regulatory framework.

Following the Finnish banking crisis of the early 1990s, domestic banking law was amended to introduce a specific bank “business transfer” process (in Finnish: “liiketoiminnan luovutus”), applicable whenever both the assets and liabilities relating to credit institution activity are transferred together. This business transfer process is regulated under the Act on Commercial Banks, and it provides for statutory universal succession together with a public notice procedure, meaning that the transfer of liabilities does not require the express or implied consent of all creditors. The process resembles a demerger, except that the transferring bank itself, rather than its shareholders, receives the consideration.

As a result of the implementation of CRD6’s new banking M&A rules, Finnish law now provides for two parallel regimes governing the transfer of assets and liabilities. A simultaneous transfer of both assets and liabilities qualifies as a “business transfer” under the Act on Commercial Banks. This must be notified to the FIN-FSA with no materiality threshold, and the FIN-FSA retains the right to object to the transfer. By contrast, a transfer of only assets or only liabilities need only be notified to the FIN-FSA under the new Chapter 3a of the Act on Credit Institutions, and only where the materiality test is met, with no separate assessment or approval requirement.

It is also worth noting that a Ministry of Finance working group proposed earlier this summer that the national business transfer process be repealed as part of a domestic banking law package expected by 2027. In our view, dismantling a functional legal framework on relatively thin grounds would be disappointing. The business transfer process has its own distinct advantages, differing materially from both the new rules governing transfers of assets or liabilities (which are not based on universal succession) and from demergers (which are based on universal succession, but under which the consideration is received by the shareholders rather than by the transferring company).

Altogether, following these latest changes, the regulatory framework for banking M&A in Finland has become considerably more complex. Mergers, demergers, and business transfers involving a credit institution established as a limited liability company are now governed simultaneously by the Companies Act, the Act on Commercial Banks, and, as of 1 October 2026, the new Chapter 3a of the Act on Credit Institutions — together with supplementary regulation comprising Commission RTS, decrees issued by the Ministry of Finance, and regulations issued by the FIN-FSA.

Why these changes matters for the banking sector

Credit institutions planning a merger, demerger, transfer of assets or liabilities, or a material shareholding acquisition should factor the new FIN-FSA notification, assessment, and approval process into their transaction planning at the earliest stage.

Navigating this layered framework requires close familiarity with the credit institution legislation, the underlying corporate law mechanics and the FIN-FSA’s regulatory practice. We regularly advise credit institutions on complex M&A transactions, reorganisations, and regulatory approval processes, and are well placed to help you assess how the new rules affect a specific transaction structure or timeline, and to identify the most efficient path to closing.

We would be happy to discuss your plans in more detail.