IRELAND Law and Practice Contributed by: Keith Robinson, Barry Tyrrell and Julia Mullin, Dillon Eustace LLP
carrying on the activity of a credit institution. A new Irish bank will need to incorporate as a designated activity company or a public limited company. Activities and Services for a Licenced Bank Once an Irish bank obtains authorisation, it will be allowed to engage in a range of activities, including: • deposit taking; • granting loans and other forms of credit; • payment services; • issuance of money; • trade finance; and • where authorised under MiFID II, investment services. Banks are not permitted to provide services out - side the scope of their licence without seeking authorisation from the CBI and the ECB in the One of the most beneficial aspects of obtaining an Irish authorisation as a credit institution is the ability to operate across the EU under the EU’s passporting regime. Subject to the provision of a notification to the CBI and compliance with applicable Irish conduct of business rules, banks from other EU member states are permitted to operate in Ireland, with or without establishing a branch in Ireland, under the EU’s passporting rules. 3. Changes in Control 3.1 Requirements for Acquiring or Increasing Control Over a Bank In Ireland, the key provisions governing the con - trol over a bank is Chapter 2 of Part 3 of the Irish first instance. Passporting
Capital Regulations and European Communities (Assessment of Acquisitions in the Financial Sector) Regulations 2009. An application must be submitted to the CBI for the acquisition of a qualifying holding in an Irish bank. The ECB is the competent authority for the approval of proposed acquisitions of, or increases in, direct or indirect qualifying holdings in respect of banks authorised in Ireland. The application must be made prior to the comple - tion of the acquisition of the shares in excess of the applicable thresholds. Any entity proposing to acquire an Irish bank must notify the CBI of a proposed acquisition or disposal. The notification is made using an acquiring transaction notification form (the “ATNF”). The CBI uses the information provided in the ATNF to determine whether there are pru - dential grounds on which it should object to the transaction and if it ought to impose any condi - tions on an approval of the acquisition. A qualifying holding is defined as: • a direct or indirect holding in an undertaking that represents 10% or more of the capital or of the voting rights, or which makes it possi - ble to exercise a significant influence over the management of that undertaking; or • any proposal that seeks to increase a direct or indirect shareholding in an entity to 20%, 33% or 50% or where the bank would become the proposed acquirer’s subsidiary. In either of these instances, the acquiring party is considered to have a qualifying holding. The acquisition is subject to regulatory approval before the acquisition can proceed. If the regu - latory clearance is not sought where the acquirer
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