text: Council Decision 98/415/EC of 29 June 1998

text: on the consultation of the European Central Bank by national authorities regarding draft legislative provisions (OJ L 189, 3.7.1998, p. 42, ELI: http://data.europa.eu/eli/dec/1998/415/oj). 2 See Article 26 of Decree Law no. 104/2023 (Decreto-legge 10 Agosto 2023, n. 104, Disposizioni urgenti a tutela degli utenti, in materia di attività economiche e finanziarie e investimenti strategici, pubblicato in Gazzetta Ufficiale n. 186 del 10-08-2023) (hereinafter the ‘Decree Law’). 3 See Article 20 of the draft law. 4 Article 16 of the draft law also introduces an option to release tax-suspended reserves, applicable to all Italian companies. Those companies may opt to regularise revaluation surpluses, reserves or funds in suspension of tax that exist as at 31 December 2024 and remain as at 31 December 2025. The exercise of this option requires payment of a substitute tax at a rate of 10 %, payable in four equal instalments. Once paid, the reserves become fully distributable and are released from tax suspension. The ECB understands that this option is not expected to have a significant impact on financial institutions.

text: See Article 19 of the draft law. 6 See Article 21 of the draft law. 7 See Article 22 of the draft law. 8 See Article 33 of the draft law. 9 See Opinion

text: . All ECB opinions are published on EUR-Lex. 10 Legge 9 ottobre 2023, n. 136, Conversione in legge, con modificazioni, del decreto-legge 10 agosto 2023, n. 104, recante disposizioni urgenti a tutela degli utenti, in materia di attività economiche e finanziarie e investimenti strategici, pubblicata in Gazzetta Ufficiale della Repubblica Italiana n. 236 del 09-10-2023.

text: See paragraph 3.2.1 of Opinion

text: , paragraph 2.1 of Opinion

text: , paragraph 3.1 of Opinion

text: and paragraph 3.1 of Opinion

text: . 14 See paragraph 2.2 of Opinion

text: and paragraph 2.2 of Opinion

text: . 15 See Opinions

text: and

text: . 16 See paragraph 3.2.1 of Opinion

text: , paragraph 2.1 of Opinion

text: , paragraph 3.1 of Opinion

text: and paragraph 3.1 of Opinion

text: . 17 See Article 26 of the Law on conversion of the Decree Law. 18

text: Regulation (EU) No 575/2013

text: of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and amending

text: Regulation (EU) No 648/2012

text: (OJ L 176, 27.6.2013, p. 1, ELI: http://data.europa.eu/eli/reg/2013/575/oj).

text: See paragraph 3.2.1 of Opinion

text: , paragraph 3.1 of Opinion

text: , paragraph 3.4 of Opinion

text: and paragraph 4.2 of Opinion

text: . 20 See paragraph 3.2 of Opinion

text: , paragraph 4.3 of Opinion

text: and paragraph 4.2 of Opinion

text: . 21 See paragraph 3.4 of Opinion

text: and paragraph 3.7 of Opinion

text: Available on the ECB’s banking supervision website at www.bankingsupervision.europa.eu.

title: Opinion of the European Central Bank of 12 December 2025 on the taxation of financial institutions (CON/2025/41)

text: OPINION OF THE EUROPEAN CENTRAL BANK of 12 December 2025 on the taxation of financial institutions (

text: ) Introduction and legal basis

text: On 23 October 2025 the European Central Bank (ECB) received a request from the Italian Minister of Economy and Finance for an opinion on certain provisions of the draft Budget Law 2026 concerning the taxation of financial institutions (hereinafter the ‘draft law’). The ECB’s competence to deliver an opinion is based on Articles 127(4) and 282(5) of the Treaty on the Functioning of the European Union and Article 2(1), sixth indent, of

text: Council Decision 98/415/EC

text: , as the draft law concerns, inter alia, rules applicable to financial institutions insofar as they materially influence the stability of financial institutions and markets, and the ECB’s tasks concerning the prudential supervision of credit institutions pursuant to Article 127(6) of the Treaty. In accordance with

text: Article 17.5

text: , first sentence, of the Rules of Procedure of the European Central Bank, the Governing Council has adopted this opinion.

text: 1. Purpose of the draft law

text: 1.1 The purpose of the draft law is, inter alia, to amend the taxation of financial institutions to increase government revenues. Some of the provisions of the draft law merely amend the timing of taxation payments, by bringing them forward in practice; while others increase the actual tax burden, albeit temporarily. The draft law provides, inter alia, for a specific release (hereinafter the ‘release’) of the reserves created by credit institutions as an alternative to the payment of the extraordinary contribution tax on credit institutions introduced in 2023 . In this respect, the draft law introduces a substitute tax of 27.5 % on the special reserves existing at the end of 2025 and 33 % on the special reserves existing at the end of 2026. If credit institutions do not exercise this release option, from the financial year that starts after 1 January 2028, any profit or reserve distributions would be presumed, for tax purposes, to derive first from those special reserves, triggering extraordinary tax treatment and a payment at a tax rate of 40 % .

text: 1.2 The draft law introduces further fiscal provisions affecting credit institutions, including: (a) the deductibility in five annual instalments, for corporate income tax (IRES) purposes, of write-downs for expected losses on first and second stage risk loans ; (b) a 2 % increase in the regional tax on productive activities (IRAP) for credit institutions and financial intermediaries from 2026, which is expected to increase the fiscal burden on financial sector entities significantly ; (c) deferred timing for the deduction of certain deferred-tax-asset items ; and (d) tightened limitations on the deductibility of interest expenses . Moreover, the draft law introduces, for all companies, a minimum participation threshold of 10 % to benefit from the exclusion of dividends from taxable income (the current fiscal regime provides for no threshold). 1.3 The draft law is not accompanied by an explanatory memorandum explaining its rationale. Furthermore, the technical documentation submitted to the Italian Senate on the draft law contains a summary of the main legislative provisions but no explanation of the rationale underpinning the draft law. 1.4 Overall, the abovementioned measures are expected to raise the effective tax burden on the banking sector.

text: 2. General observation

text: 2.1 The ECB adopted an opinion on the Decree Law introducing an extraordinary tax on credit institutions . Under the Decree Law an extraordinary tax was imposed on credit institutions subject to the Italian banking law equal to 40 % on the 2023 interest margin exceeding by 10 % the margin of 2021. In addition, in the Law on conversion of the Decree Law a provision was included to the effect that, instead of making the payment, credit institutions had the option to allocate an amount not less than two-and-a-half times the tax due to a non-distributable reserve, established when approving the financial statements for the fiscal year preceding the one in progress as of 1 January 2024. The ECB understands that all credit institutions have chosen to exercise this option. As a result, the amount of tax revenues stemming from the extraordinary contribution was below expectations. 2.2 While it is for Member States to design their tax regimes and distribute the fiscal burden, the recurring introduction of ad hoc tax provisions unduly increases policy uncertainty regarding the tax framework, damaging investor confidence and potentially also affecting credit institutions’ funding costs. In addition, perceptions that the taxation framework is uncertain may give rise to extensive litigation, creating problems of legal uncertainty.

text: 3. Monetary policy context

text: 3.1 At the time the Decree Law was issued in 2023, the ECB, guided by its primary objective of maintaining

text: price stability , had taken determined action to combat euro area inflation that had reached record levels. To ensure a timely return of inflation to the 2 % target over the medium term, the ECB had raised its key policy rates at an unprecedented pace and had also stopped reinvesting proceeds from its asset purchase programmes’ portfolio, letting the Eurosystem balance sheet contract. In this context of rising policy and market interest rates and of still ample market liquidity, the euro area credit institutions saw a significant increase in their net interest income and profitability; this increase consisted essentially in a normalisation process after a long period of very low interest rates. 3.2 The context has changed since the issuance of the Decree Law, with implications for bank profitability, especially in Italy (see paragraph 3.3) and thus for the transmission of monetary policy to the wider economy (see paragraph 3.4). Inflation gradually declined and the ECB lowered its key policy rates between June 2024 and June 2025 before keeping them on hold as inflation and medium-term inflation expectations were stabilising at the 2 % target. While credit institutions remain well capitalised and still make sound profits, the changing environment alongside the easing phase of monetary policy necessarily led to a partial decline in their net interest income and profitability. Thus, the large positive effect of the preceding tightening phase of monetary policy on bank profitability, which had motivated the imposition of an extraordinary contribution on credit institutions under the Decree Law in 2023, was not to last. The net effect of tighter monetary policy on bank profitability when measured across the policy cycle was much less positive; the ECB’s opinion on the Decree Law had already considered this possibility , which then materialised. In this light, some of the provisions envisaged under the draft law to raise the effective tax burden on banks, both through an anticipation of tax payments, including via new rules on the deductibility of loan loss provisions, and through the introduction of new taxes, appear pro-cyclical and not in sync with the evolution of bank profitability. Such provisions would amplify the moderation of bank profitability in the current context. 3.3 In Italy, in particular, the dampening effect on profitability from the easing phase of monetary policy was faster than in the euro area on average, given the greater weight of short-term or variable interest rate loans within the balance sheets of Italian credit institutions. In theory, the negative income effect would in part be offset by larger lending volumes, a lower cost of funding and gains in the securities portfolio. However, the recovery in bank lending in Italy, which had contracted significantly during most of 2023 and 2024, has been subdued since then, both relative to the euro area average and to historical standards. The decline in bank funding costs has also slowed down and shown signs of stabilisation. In addition, the realisation of downside risks in the current environment may significantly reduce the repayment capacity of borrowers at Italian credit institutions and translate into a further decline in bank profitability via increased provisioning needs. 3.4 From a monetary policy perspective, credit institutions play a special role in ensuring the smooth transmission of monetary policy measures to the wider economy. The provisions of the draft law would affect Italian credit institutions differently depending on their business models, and also increase their overall tax burden, creating potential distortions and increased heterogeneity in the transmission of monetary policy throughout the euro area. While credit institutions subject to Italian law are still in good

text: financial health and a first assessment of the impact of the draft law suggests that this would remain the case after its adoption, the envisaged increase in tax pressure could come at the expense of the provision of credit to the economy. This effect is aggravated by increased uncertainty in the taxation framework caused by the adoption of yet another new law on credit institutions, which undermines their ability to plan in an already uncertain current macroeconomic environment. The costs from increased taxes would thus lead credit institutions to tighten the conditions on which they finance the economy, either directly as they would pass on part of those costs to borrowers, or indirectly through the potential adverse effects on their capital positions resulting from a dampened profitability. The ability of individual credit institutions to maintain adequate capital positions, to continue to prudently build provisions for potentially increased future impairments, and to set conditions on lending and other banking services vis-à-vis their clients in adequation with the ECB’s monetary policy, needs to be preserved. Curtailing this ability would undermine the smooth bank-based transmission of monetary policy measures to the wider economy and adversely affect real economic growth . Caution must be taken in particular to ensure that increased tax pressure on credit institutions does not lead to abrupt adjustments to their lending to the real economy , especially given the already moderate levels of bank lending in Italy. The elements of procyclicality entailed in the draft law increase this risk of adverse lending adjustment.

text: 4. Financial stability context

text: 4.1 The ECB has previously opined on draft legislation introducing taxes applicable to credit institutions in several Member States . It has, in this respect, underscored in general that imposing an extraordinary tax on the banking sector could make it more difficult for credit institutions to build up additional capital buffers, as their retained earnings will be reduced, making them less resilient to economic shocks. In effect, as underlined in paragraph 3, the additional tax on the release of the extraordinary contribution reserves, as well as the further fiscal provisions affecting credit institutions described in paragraph 1.2, would reduce their profitability directly and also indirectly, by reducing their ability to provide credit and thus engage in profitable business with customers. It is essential that credit institutions have a sound capital base in order for them to fulfil their role as credit intermediaries within the economy. A sound banking system is essential for sustainable real economic growth . Notably, while extraordinary contribution reserves comply with the conditions set out in

text: Regulation (EU) No 575/2013

text: of the European Parliament and of the Council for their inclusion among the elements of the Common Equity Tier 1 capital of credit institutions, their release would negatively affect or reduce the amount of Common Equity Tier 1 capital held by credit institutions. 4.2 The ECB has previously recommended, in respect of extraordinary taxes on credit institutions, that a

text: clear separation is necessary between the extraordinary nature of the proceeds and the general budgetary resources of a government to avoid their use for general fiscal consolidation purposes . 4.3 As also noted in paragraph 3, higher net interest income of credit institutions can initially ensue as interest rates increase. But increasing interest rates can also contribute to a higher cost of funding and eventual losses on outstanding bank securities portfolios. Moreover, in a long-term perspective, higher interest rates may negatively impact borrowers’ financial situations, thereby increasing credit risk and reducing bank profitability. In that regard, taxes applicable to credit institutions may put additional pressure on their capacity to maintain a solid capital position or to rebuild buffers in an environment in which profits are lower and (credit) losses may occur. These different factors should be properly evaluated in order to ensure that credit institutions remain well positioned to absorb potential future losses . 4.4 The special tax regime may lead to fragmentation in the European financial system because of the heterogeneous nature of such taxes for the banking sector across Member States. The risk of double taxation for credit institutions that also operate through branches in other jurisdictions where an extraordinary tax is also levied may be a further source of such fragmentation. 4.5 Moreover, some provisions of the draft law, such as those regarding the deductibility of loan loss provisions and interest expenses, may affect intermediaries differently, depending on their business models, and have procyclical impacts. On the one hand, the increased cost of funding stemming from the limits to the deductibility of interest expenses may result in an increased cost of credit and/(or) a restriction on the amount of loans granted to the real economy. On the other hand, the limits on the deductibility of loan loss provisions may amplify, during the negative phase of the economic cycle, the impact on banks’ profits and losses, contributing to the weakening of their capital position and the tightening of credit restrictions. 4.6 In the light of the above, the ECB recommends, in order to assess whether the draft law’s application poses risks to financial stability, and in particular whether it has the potential to impair the banking sector’s resilience and cause market distortion, that the draft law should be accompanied by a thorough analysis of potential negative consequences for the banking sector . This analysis should detail, in particular, the specific impact of the release on credit institutions’ longer-term profitability and capital base, access to funding and the provision of new lending.

text: 5. Considerations relating to the prudential supervision of credit institutions

text: 5.1 The ECB understands that the release of the extraordinary reserves would apply to both significant credit institutions directly supervised by the ECB and less significant credit institutions directly supervised by national competent authorities under the oversight of the ECB within the framework of the Single Supervisory Mechanism. In this respect, the ECB stresses that the release will particularly affect less significant institutions, which tend to be more concentrated on lending activity, while

text: significant institutions tend to have a larger proportion of fee-based income. However, some intermediaries may now be in a different financial position than they were in 2023, and this additional burden could pose challenges. 5.2 The basis on which the release would be established does not take into consideration the full business cycle. As a result, the amount of the release might not be commensurate with the longer-term profitability of a credit institution and its capital generation capacity. As a result of the general application of the release, credit institutions that have lower solvency positions or are more focused on lending activity (such as small banks) or have challenging capital projections could become less able to absorb the potential downside risks of an economic downturn. As noted in the ECB’s press release of 28 July 2023 on the 2023 stress test , improved capital position was a key factor in helping banks stay resilient amidst highly adverse conditions. 5.3 Several provisions of the draft law – such as the IRAP and the reduced deductions or exclusions of certain items from taxable income – are expected to decrease the net profits of the Italian banking system in the short term. While the Italian banking system is currently well capitalised, lower net profits result in reduced retained earnings, which are sustaining capital positions. The overall impact on credit institutions’ capital positions will depend on how they respond to the additional tax burden. Credit institutions may choose to offset the levy by reducing planned capital distributions, thereby maintaining their capital positions, or they may proceed with their original distribution plans, which would erode their capital positions as a result of the new taxes. 5.4 The draft law proposes the deductibility in five annual instalments, for IRES purposes, of write-downs for expected losses on first and second stage risk loans. This might incentivise credit institutions to postpone or lower the amount of write-offs recognised on stage 1 and stage 2 loans in years affected by the change in taxation as they become more costly compared to the current situation. This would increase the procyclicality of losses in the event of a downturn in the macroeconomic scenario. 5.5 The draft law proposes the reduction of the percentage of deductible interest from IRES to 96 % in 2026, 97 % in 2027, 98 % in 2028, and 99 % in 2029. This might have negative implications on credit institutions’ liquidity as it might prompt credit institutions to reduce the interest paid on deposits to lower taxes and hence reduce liquidity buffers.

text: This opinion will be published on EUR-Lex.

text: Done at Frankfurt am Main, 12 December 2025.

text: [signed]

text: The President of the ECB

text: Christine LAGARDE


text: Council Decision 98/415/EC of 29 June 1998

text: on the consultation of the European Central Bank by national authorities regarding draft legislative provisions (OJ L 189, 3.7.1998, p. 42, ELI: http://data.europa.eu/eli/dec/1998/415/oj).

text: Regulation (EU) 2022/2554

text: of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations

text: (EC) No 1060/2009

text: (EU) No 648/2012

text: (EU) No 600/2014

text: (EU) No 909/2014

text: and

text: (EU) 2016/1011

text: (OJ L 333, 27.12.2022, p. 1, ELI: http://data.europa.eu/eli/reg/2022/2554/oj). 3

text: Directive (EU) 2022/2556

text: of the European Parliament and of the Council of 14 December 2022 amending Directives

text: (EU) 2015/2366

text: and

text: (EU) 2016/2341

text: as regards digital operational resilience for the financial sector (OJ L 333, 27.12.2022, p. 153, ELI: http://data.europa.eu/eli/dir/2022/2556/oj). 4

text: Directive (EU) 2023/2864

text: of the European Parliament and of the Council of 13 December 2023 amending certain Directives as regards the establishment and functioning of the European single access point (2023/2864, 20.12.2023, ELI: http://data.europa.eu/eli/dir/2023/2864/oj). 5 See Article 4(1) of Royal Decree-Law 8/2023 on measures to address the economic and social consequences derived from the conflict in Ukraine and the Middle East as well as to alleviate the effects of the drought (Real Decreto-ley 8/2023, de 27 de diciembre, por el que se adoptan medidas para afrontar las consecuencias económicas y sociales derivadas de los conflictos en Ucrania y Oriente Próximo, así como para paliar los efectos de la sequía, «BOE» núm. 310, de 28/12/2023) (hereinafter ‘Royal Decree-Law 8/2023’), as amended by Article 21 of the draft law. 6 Regulation of the European Central Bank

text: (EU) No 795/2014

text: of 3 July 2014 on oversight requirements for systemically important payment systems (ECB/2014/28) (OJ L 217, 23.7.2014, p. 16, ELI: http://data.europa.eu/eli/reg/2014/795/oj) repealed by

text: Regulation (EU) 2025/1355

text: of the European Central Bank of 2 July 2025 on oversight requirements for systemically important payment systems (ECB/2025/22) (OJ L, 2025/1355, ELI: http://data.europa.eu/eli/reg/2025/1355/oj). 7 See Article 4(5) of Royal Decree-Law 8/2023, as amended by Article 21 of the draft law. 8 The Banco de España may apply for this purpose the provisions contained in

text: Article 50

text: , in Title IV and in the twenty-fourth additional provision of Law 10/2014 on the regulation, supervision and solvency of credit institutions (Ley 10/2014, de 26 de junio, de ordenación, supervisión y solvencia de entidades de crédito, «BOE» núm. 156, de 27/06/2014) (hereinafter ‘Law 10/2014’). See

text: Article 4(3)

text: and (4), of Royal Decree-Law 8/2023, as amended by Article 21 of the draft law, and

text: Article 50

text: , Title IV and the 24th additional provision of Law 10/2014. 9

text: Regulation (EU) 2024/886

text: of the European Parliament and of the Council of 13 March 2024 amending Regulations

text: (EU) No 260/2012

text: and

text: (EU) 2021/1230

text: and Directives

text: and

text: (EU) 2015/2366

text: as regards instant credit transfers in euro (OJ L, 2024/886, 19.3.2024, ELI: http://data.europa.eu/eli/reg/2024/886/oj). 10 Directive

text: of the European Parliament and of the Council of 19 May 1998 on settlement finality in payment and securities settlement systems (OJ L 166, 11.6.1998, p. 45, ELI: http://data.europa.eu/eli/dir/1998/26/oj).

text: Directive (EU) 2015/2366

text: of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, amending Directives

text: and

text: and

text: Regulation (EU) No 1093/2010

text: , and repealing Directive

text: (OJ L 337, 23.12.2015, p. 35, ELI: http://data.europa.eu/eli/dir/2015/2366/oj). 12 See Article 15 of the draft law, which inserts a new

text: Article 8

text: bis into Royal Decree-Law 19/2018 on payment services and other urgent measures on financial matters (Real Decreto-ley 19/2018, de 23 de noviembre, de servicios de pago y otras medidas urgentes en materia financiera, «BOE» núm. 284, de 24 de noviembre de 2018, páginas 114474 a 114568 (95 págs.) (hereinafter ‘Royal Decree-Law 19/2018’). 13 See Article 15 of the draft law, which inserts a new

text: Article 8

text: bis(2) into Royal Decree-Law 19/2018. 14 See recital 104 of the DORA Regulation.

text: See recital 104 of the DORA Regulation. 16 See paragraphs 2.1.1 and 2.1.2 of Opinion

text: of the European Central Bank of 4 June 2021 on a proposal for a regulation of the European Parliament and of the Council on digital operational resilience for the financial sector (OJ C 343, 26.8.2021, p. 1). All ECB opinions are published on EUR-Lex. 17 The ECB also draws the Spanish authorities’ attention to section 3.2 of the Report from the Commission to the European Parliament, the Council, the European Central Bank and the European Economic and Social Committee on the review of Directive

text: of the European Parliament and of the Council on payment services in the internal market (COM/2023/365 final), which includes the following: ‘DORA mandated the Commission, in the context of the PSD2 review, to consider the inclusion of “operators of payment systems and entities involved in payment–processing activities” within the scope of PSD2, which would consequently allow their inclusion within the scope of DORA. The Commission has reached the conclusion that such inclusion would, at this stage, be premature. There is no prevailing view on this question among stakeholders - whether private or public - consulted by the Commission during its PSD2 review, and no clear detriment or risk to consumers or other market players has yet been observed. Many of the currently excluded services and their providers are already - or are about to be - subjected to European Central Bank/Eurosystem oversight (based on

text: article 127

text: §2 of the Treaty). Schemes and so-called “arrangements” (such as digital wallets) are covered by the new ‘PISA’ oversight framework of the Eurosystem, which is currently being progressively rolled out. There would therefore be a significant risk of duplication if a new layer of EU supervision were to be added to the existing layer of ECB/Eurosystem oversight, without robust evidence of the need for it.’ 18

text: Regulation (EU) 2025/1355

text: of the European Central Bank of 2 July 2025 on oversight requirements for systemically important payment systems (ECB/2025/22) (OJ L, 2025/135, 14.7.2025, ELI: http://data.europa.eu/eli/reg/2025/1355/oj). 19 See paragraphs 2.4 and 3.1.3 of Opinion

text: . 20 See the ECB’s Revised oversight framework for retail payment systems, February 2016, and the Revised assessment methodology for payment systems, June 2018, the Eurosystem oversight framework for electronic payment instruments, schemes and arrangements, November 2021, the Cyber resilience oversight expectations for financial market infrastructures, December 2018, and the ECB policy regarding the identification and oversight of critical service providers of financial market infrastructures, August 2017. Available on the ECB’s website at www.ecb.europa.eu.

text: See Article 15 of the draft law, which inserts a new

text: Article 8

text: bis into Royal Decree-Law 19/2018. 22 See, in particular,

text: Article 35

text: a of the PSD2, inserted by

text: Article 3(3) of Regulation (EU) 2024/886

text: . 23 As concerns payment institutions, see

text: Article 5

text: Article 22(4)

text: Article 23

text: and

text: Article 35

text: a of the PSD2. Article 4(1) of the PSD2 defines ‘home Member State’ as either of the following: (a) the Member State in which the registered office of the payment service provider is situated; or (b) if the payment service provider has, under its national law, no registered office, the Member State in which its head office is situated. As concerns electronic money institutions, see

text: Article 35

text: a of the PSD2 and

text: Article 3(1) of Directive 2009/110/EC

text: of the European Parliament and of the Council of 16 September 2009 on the taking up, pursuit, and prudential supervision of the business of electronic money institutions, amending Directives

text: and

text: and repealing Directive

text: (OJ L 267, 10.10.2009, p. 7, ELI: http://data.europa.eu/eli/dir/2009/110/oj), according to which, Articles

text: , and 23 of the PSD2 shall apply, among others, to electronic money institutions mutatis mutandis. 24 Article 3(1) of Law 21/2011 on electronic money (Ley 21/2011, de 26 de julio, de dinero electrónico, «BOE» núm. 179, de 27/07/2011) defines as an ‘electronic money institution’ those entities which have been granted authorisation to issue electronic money;

text: Article 4(1)

text: states that the Banco de España is responsible for authorising the creation of electronic money institutions; and

text: Article 4(4)

text: clarifies that the authorisation of electronic money institutions with a corporate form will require that their central administration, registered office, and part of their payment service activities be located in Spain. Article 11(2) of Royal Decree-Law 19/2018 states that the Banco de España is responsible for authorising the establishment of payment institutions, and

text: Article 11(3)

text: clarifies that the authorisation of payment institutions requires that their central administration, registered office, and part of their payment service activities be located in Spain.

publisher: Europeiska centralbanken

sprak: en

title: Opinion of the European Central Bank of 16 December 2025 on digitalisation and modernisation of the financial sector (CON/2025/42)

serie: con

text: OPINION OF THE EUROPEAN CENTRAL BANK of 16 December 2025 on digitalisation and modernisation of the financial sector (

text: ) Introduction and legal basis

type: rubrik

text: On 26 September 2025, the European Central Bank (ECB) received a request from the Banco de España, on behalf of the Spanish Ministry of Economy, Trade and Business, for an opinion on a draft law on the digitalisation and modernisation of the financial sector (hereinafter the ‘draft law’). The ECB’s competence to deliver an opinion is based on Articles 127(4) and 282(5) of the Treaty on the Functioning of the European Union and Article 2(1), third, fifth and sixth indents, of

text: Council Decision 98/415/EC

text: , as the draft law relates to the Banco de España, payment and settlement systems and rules applicable to financial institutions insofar as they materially influence the stability of financial institutions and markets. In addition, pursuant to Article 25.1 of the Statute of the European System of Central Banks and of the European Central Bank (hereinafter the ‘Statute of the ESCB’), the ECB may offer advice to and be consulted by, inter alia, the competent authorities of the Member States on the implementation of Union legislation relating, inter alia, to the stability of the financial system. In accordance with

text: Article 17.5

type: stycke

text: 1. Purpose of the draft law

text: 1.1 According to the explanatory memorandum accompanying the draft law, the draft law acknowledges that the process of digitalisation in the financial sector is widespread and is progressing rapidly, bringing significant opportunities in the sector as a result of cost savings, the creation of new services and the development of new functionalities. In this respect, mechanisms are needed to ensure that the regulatory framework and supervisory activities are properly developed so that they are adapted to changing realities and disruptive technologies, which require an updated legal framework to accompany the digitalisation process of the financial sector. Accordingly, the aim of the draft law is to develop an innovation-friendly framework in Spain that offers guarantees in terms of stability, customer protection and risk mitigation to ensure that the national legal system is at the forefront in the area of financial legislation, taking into account digitalisation developments. 1.2 The explanatory memorandum accompanying the draft law highlights the area of cybersecurity as a financial policy priority in which it is essential to have appropriate processes and mechanisms in place to identify and prevent unauthorised access to financial institutions’ information systems. In this respect,

text: the draft law incorporates into Spanish law the elements to ensure compliance with Regulation (EU)

text: 2022/2554 of the European Parliament and of the Council (hereinafter the ‘DORA Regulation’) . In

text: addition, the draft law transposes

text: Directive (EU) 2022/2556

text: of the European Parliament and of the

text: Council and partially transposes

text: Directive (EU) 2023/2864

text: of the European Parliament and of the

text: Council into national law.

text: 1.3 The draft law provides that operators of payment systems, operators of payment schemes, operators of

text: electronic payment arrangements and payment processing entities providing services in Spain and

text: subject to supervision or oversight by Spanish authorities must comply with the obligations set out in

text: Chapter II (‘ICT risk management’), as has been the case to date, and also with those established in

text: Chapter V, Section I (‘Key principles for a sound management of ICT third-party risk’), of the DORA

text: Regulation . The draft law upholds the current clarification that these obligations do not apply to

text: operators of payment systems considered of systemic importance by the ECB based on Regulation of

text: the European Central Bank

text: (EU) No 795/2014

text: (ECB/2014/28) (hereinafter the ‘SIPS Regulation’) .

text: 1.4 The Banco de España is to be the competent authority for the supervision and sanctioning of compliance

text: with the requirements set out in Chapter II and Chapter V, Section I, of the DORA Regulation .

text: 1.5 The draft law introduces developments in the provision of payment services and the regulation of

text: payment systems with the purpose of modernising the legal framework and fostering competition

text: between different types of institutions. Due to the adoption of

text: Regulation (EU) 2024/886

text: of the European

text: Parliament and of the Council – which amends

text: Article 2 of Directive 98/26/EC

text: of the European

text: Parliament and of the Council (SFD) and inserts

text: Article 35

text: a into

text: Directive (EU) 2015/2366

text: of the

text: European Parliament and of the Council (PSD2) to allow for the direct participation of payment and electronic money institutions in payment systems designated under the SFD, without the need for intermediary entities as was previously the case – payment and electronic money institutions that wish to have direct access to those payment systems will have to comply with additional requirements relating to customer asset protection or internal governance and organisation, in order to ensure the smooth operation of payment systems. 1.6 The draft law transposes into Spanish law the amendments to the SFD and the PSD2 and regulates the conditions for requesting participation in Spanish designated payment systems. In particular, the draft law provides that when a payment institution or electronic money institution intends to access a designated payment system, it must submit to the Banco de España the following documentation: (a) a description of the measures taken to safeguard users’ funds; (b) a description of the governance arrangements and internal control mechanisms in relation to the payment and/or electronic money services it intends to provide; and (c) a liquidation plan . The draft law further provides that the Banco de España is responsible for deciding on the institution’s compliance within three months of its entry in the Banco de España’s electronic register, and that the resolution on compliance by the Banco de 13 España is a prerequisite for the submission of a request to participate in a payment system .

text: 2. Observations

text: 2.1 Digital operational resilience 2.1.1 The draft law modifies the scope of application of certain provisions of the DORA Regulation to include operators of payments systems, operators of payment schemes, operators of electronic payment arrangements and payment processing entities, not only providing services in Spain, but also subject to supervision or oversight by the Spanish authorities. Under the draft law, these entities must comply with the provisions of the DORA Regulation designed to ensure the smooth functioning of information and communication technologies (ICT) and on outsourcing to third party entities. As a result, technology and technical service providers become subject to the draft law through these entities. 2.1.2 The DORA Regulation allows Member States – until a harmonised regime and the supervision of operators of payment systems and processing entities are put in place at Union level – to draw inspiration from the digital operational requirements laid down by the DORA Regulation when applying rules to operators of payment systems and processing entities supervised under their own jurisdictions, with a view to applying similar market practices . This is the first time that the ECB has been consulted on a draft law implementing this option under the DORA Regulation. 2.1.3 The ECB welcomes that the draft law limits the scope of application of certain provisions of the DORA Regulation to entities subject to supervision or oversight by the relevant Spanish authorities in line with

text: the wording of the DORA Regulation, which refers to ‘operators of payment systems and processing

text: entities supervised under their own jurisdictions’15.

text: 2.1.4 In this respect, the ECB recalls that in its opinion on the proposal for the DORA Regulation16 it

text: welcomed the exclusion of payment systems, payment schemes and payment arrangements from the

text: DORA Regulation in view of the existence of an already applicable Eurosystem oversight policy

text: 2.1.5 The ECB welcomes that the draft law excludes operators of payment systems identified as systemically

text: important payment systems (SIPS) under the SIPS Regulation from the scope of application of the

text: requirements set out under the DORA Regulation. The reference in the draft law to the repealed

text: Regulation (EU) 795/2014

text: should be updated with a reference to the current version of the SIPS

text: Regulation .

text: 2.1.6 On the basis of the above considerations, and recalling, in passing, one of its earlier opinions , the ECB

text: suggests that, when activating, nationally, the option set out in recital 104 of the DORA Regulation, and

text: exercising oversight over certain supervised entities within their jurisdiction, Member States should give

text: appropriate consideration to the existing Eurosystem oversight frameworks and policies . The ECB

text: considers that this will ensure that national prerogatives are exercised in a way that promotes a more

text: harmonised approach to oversight throughout the Union, while at the same time avoiding any potential

text: duplication of oversight requirements and actions. Finally, the ECB recalls its power to make regulations,

text: to ensure efficient and sound clearing and payment systems under Article 22 of the Statute of the ESCB.

text: 2.1.7 Finally, the ECB also wishes to highlight that the terms ‘operators of payment schemes’ and ‘operators

text: of payment arrangements’ are not commonly used terms in Union law or more generally, and hence, to

text: ensure consistency and clarity, Member States when legislating should opt for established and

text: recognised terminology used for example under the Eurosystem oversight framework for electronic

text: payment instruments, schemes and arrangements.

text: 2.2 Access to payment systems 2.2.1 The draft law’s provisions on the conditions for payment and electronic money institutions requesting 21 22 participation in designated payment systems transpose the relevant provisions of Union law into Spanish law. In this respect, the ECB understands that, in conformity with the relevant provisions of Union law, the responsibility for the authorisation and prudential supervision of payment institutions and electronic money institutions, including compliance with the mentioned conditions, lies with the competent authorities of the home Member State . The ECB understands that the Banco de España’s role as the responsible authority for deciding on the compliance by payment institutions and electronic money institutions with these provisions of the draft law is limited to those payment institutions and electronic money institutions authorised by the Banco de España . 2.2.2 The ECB also understands that the Banco de España’s role as the responsible authority for deciding on the compliance by payment institutions and electronic money institutions authorised by it with these conditions is not to be limited to the access by these institutions to Spanish designated payments systems, but to all designated payment systems in the Union. As it currently stands, the draft law is not clear in this respect. Therefore, for the avoidance of any possible doubt, the ECB suggests the inclusion of the necessary wording to explicitly clarify this point.

text: Done at Frankfurt am Main, 16 December 2025.

text: [signed]

text: The President of the ECB

text: Christine LAGARDE

type: vagledning

utgivare: ecb


text: See

text: Articles 2

text: (t)(2) and (3) and 2(u) and 3(4)(uu) of the draft legislative decree (amending Articles

text: -bis, 20-bis(4), 47(3) and (3-bis) of the TUF).

text: See Article 149(1) of the TUF and

text: Article 2396

text: -quinquies of the Italian Civil Code as, respectively, amended and proposed by the draft legislative decree.

text: See

text: Article 2381

text: -ter, fourth paragraph, of the Italian Civil Code.

text: Council Regulation (EU) No 1024/2013 of 15 October 2013

text: conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions (OJ L 287, 29.10.2013, p. 63, ELI: http://data.europa.eu/eli/reg/2013/1024/oj).

text: Directive

text: of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions, amending Directive

text: and repealing Directives

text: and

text: (OJ L 176, 27.6.2013, p. 338, ELI: http://data.europa.eu/eli/dir/2013/36/oj).

text: Regulation (EU) No 468/2014

text: of the European Central Bank of 16 April 2014 establishing the framework for cooperation within the Single Supervisory Mechanism between the European Central Bank and national competent authorities and with national designated authorities (SSM Framework Regulation) (ECB/2014/17) (OJ L 141, 14.5.2014, p. 1, ELI: http://data.europa.eu/eli/reg/2014/468/oj).

text: As to the reproduction of national law of relevant provisions of Union law directly applicable in the legal order of the Member States, see the ECB’s Convergence Report 2025, Section 2.2.2, heading ‘“Compatibility” versus “harmonisation”’. Available on the ECB’s website at www.ecb.europa.eu.

text: Judgment of the Court of Justice of 7 February 1973, Commission v Italy,

text: , ECLI:EU:C:1973:13, paragraphs 16 and 17; Judgment of the Court of Justice of 10 October 1973, Variola,

text: , ECLI:EU:C:1973:101, paragraphs 9 to 11; Judgment of the Court of Justice of 2 February 1977, Amsterdam Bulb,

text: , ECLI:EU:C:1977:13, paragraphs 5 to 8. See also paragraph 12 of Opinion

text: , paragraph 2.1 of Opinion

text: , paragraph 2.4 of Opinion

text: , paragraph 2.1 of Opinion

text: , paragraph 2.2 of Opinion

text: , paragraph 2.3 of Opinion

text: , paragraph 2.3 of Opinion

text: and paragraph 2.5 of Opinion

text: See paragraph 12 of Opinion

text: and paragraph 2.4 of Opinion

text: with reference to Judgment of the Court of Justice of 28 March 1985, Commission v Italian Republic,

text: , ECLI:EU:C:1985:147, paragraph 2.6 of Opinion

text: and paragraph 2.7 of Opinion

text: . See also paragraph 2.2 of Opinion

text: See paragraph 2.2 (footnote 6) of Opinion

text: , paragraph 2.4 of Opinion

text: , paragraph 2.6 of Opinion

text: and paragraph 2.7 of Opinion

text: See paragraph 13 of Opinion

text: , paragraphs 2.2 and 3.2 of Opinion

text: , paragraph 2.4 of Opinion

text: , paragraph 2.6 of Opinion

text: and paragraph 2.7 of Opinion

title: Opinion of the European Central Bank of 18 December 2025 on certain provisions relating to the interaction between national law and the Single Supervisory Mechanism and sector-specific banking rules (CON/2025/43)

text: OPINION OF THE EUROPEAN CENTRAL BANK of 18 December 2025 on certain provisions relating to the interaction between national law and the Single Supervisory Mechanism and sector-specific banking rules (

text: ) Introduction and legal basis

text: On 12 November 2025 the European Central Bank (ECB) received a request from the Italian Ministry of Economy and Finance for an opinion on a draft legislative decree on the comprehensive reform of the provisions on capital markets, of the Civil Code provisions on companies and on necessary amendments to ensure adequate coordination (hereinafter the ‘draft legislative decree’). The ECB’s competence to deliver an opinion is based on Articles 127(4) and 282(5) of the Treaty on the Functioning of the European Union, as the draft legislative decree concerns the ECB’s tasks concerning the prudential supervision of credit institutions pursuant to Article 127(6) of the Treaty. In accordance with Article 17.5, first sentence, of the Rules of Procedure of the European Central Bank, the Governing Council has adopted this opinion.

text: 1. Purpose of the draft legislative decree

text: 1.1 The provisions of the draft legislative decree with respect to which this opinion is adopted have two main purposes. 1.2 First, the draft legislative decree aims to implement an organic reform of capital market rules in the Consolidated Law on Finance (TUF) and in the applicable corporate law. The key objectives of this reform include, inter alia, (a) supporting economic growth and access to capital, facilitating companies’ access to regulated markets and alternative financing and making companies more attractive to international investors; (b) increasing market transparency, ensuring effective delivery of market information; and (c) enhancing competitiveness and simplifying issuer rules, including participation thresholds, related-party transactions, and multiple voting rights systems, all of which affect corporate governance and systemic risk oversight. 1.3 Second, the draft legislative decree amends the TUF to clarify the division of competences between the ECB and the Banca d’Italia . The draft legislative decree introduces amendments to the TUF to the effect that (a) the ECB is competent for the authorisation, and for the revocation of such authorisation, of specific banking activities of supervised entities, such as investment services, portfolio management, and depository, safe keeping and custodian services; (b) the Banca d’Italia is competent to authorise

text: EN and supervise branches of non-Union banks and investment firms; and (c) the Banca d’Italia performs preparatory assessments in relation to ECB decisions and remains the national point of contact within the Single Supervisory Mechanism (SSM). Furthermore, the draft legislative decree also provides for derogations to ordinary Italian Civil Code governance and ordinary TUF governance with respect to sector-specific banking rules. It provides that, apart from credit institutions whose supervision is directly regulated by Union legislative provisions, the Banca d’Italia is exclusively competent for assessing (a) the suitability of shareholders and (b) the suitability of corporate officers (administrators, auditors) of supervised entities . Finally, the draft legislative decree provides for the standard of liability applicable to non-executive directors .

text: 2. General observations

text: 2.1 By way of background,

text: Article 9(1) of Council Regulation (EU) No 1024/2013

text: (hereinafter the ‘SSM Regulation’) provides that, for the exclusive purpose of carrying out the tasks conferred on it by, inter alia, Article 4(1) of that Regulation, the ECB is to be considered the competent authority in the participating Member States as established by the relevant Union law. Under

text: Article 9(1)

text: , second subparagraph, the ECB is also granted all the powers and obligations which competent authorities have under the relevant Union law, unless otherwise provided for by the SSM Regulation. In particular, Article 14 of the SSM Regulation confers on the ECB the power to adopt decisions concerning the authorisation to take up the business of a credit institution, which applies to the activities subject to mutual recognition within the meaning of Annex I to Directive

text: of the European Parliament and of the Council (e.g. investment services), as well as to other regulated activities which require authorisation under national law. This is confirmed by

text: Article 78(5) of Regulation (EU) No 468/2014

text: of the European Central Bank (ECB/2014/17) (hereinafter the ‘SSM Framework Regulation’), according to which the decision granting authorisation covers the applicant’s activities as a credit institution as provided for in the relevant national law. 2.2 The ECB considers that certain provisions of the draft legislative decree reiterate or reproduce relevant provisions of Union law by referring to responsibilities of the ECB and of the Banca d’Italia under the SSM Regulation . However, such reproduction may create uncertainty both as to the legal nature and origin of the applicable provisions and as to the date of their entry into force. This would not align with

text: EN the principle of the uniform application and interpretation of Union law throughout the Union . Moreover, if a national provision uses wording different from the relevant Union provision, it creates regulatory content of its own, which is not in line with the Union’s exclusive competence in the respective matters. 2.3 The incorporation of some elements of directly applicable provisions of Union law into national law is warranted only in exceptional circumstances for the sake of coherence and in order to make them comprehensible to the persons to whom they apply . If such exceptional circumstances do exist, the reproduction of elements of directly applicable provisions of Union law should be done precisely, without modifying their wording and only to the extent warranted by the exceptional circumstances. However, such exceptional circumstances do not exist if the directly applicable provisions of Union law are sufficiently coherent and comprehensive, making it unnecessary to repeat them in national law . To the extent that national law necessarily reproduces directly applicable provisions of Union law for the abovementioned reasons, it should do so in an explicit manner and clarify that its provisions are either ‘in accordance with’ or ‘in compliance with’ the relevant provisions of Union law, where the latter are merely reproduced to put the national law in the larger context, or ‘without prejudice to’ the relevant provisions of Union law.

text: 3. Observations regarding supervisory coordination and sector-specific governance

text: 3.1 As concerns the proposed amendment to the TUF provisions noted in paragraph 1.3, the ECB reiterates that the cooperation between the ECB and the relevant national competent authorities is based on the framework provided for in the SSM Regulation, as further detailed by the SSM Framework Regulation. In particular, some of the provisions relate to the powers linked to the ECB’s exclusive competence to grant and withdraw authorisations to credit institutions in accordance with

text: Article 4(1)

text: , point (a), and Article 14 of the SSM Regulation. The ECB invites the Italian authorities to consider deleting directly applicable provisions of Union law that may have been reproduced in the draft legislative decree. 3.2 However, the ECB also acknowledges that the proposed amendment aims at clarifying the cooperation between the ECB and the Banca d’Italia and the specific regime applicable to credit institutions within the broader scope of application of the SSM Regulation. The ECB understands that these provisions aim at making the draft legislative decree comprehensible to the persons to whom they apply and that, therefore, the reproduction of directly applicable Union law may exceptionally be appropriate in this specific case. Nevertheless, in the light of the general observations expressed in paragraph 2, the ECB

text: EN invites the Italian legislator to amend the relevant provisions by clarifying that those provisions must be read ‘in accordance with’, “in compliance with” or ‘without prejudice to’ the framework provided for in the SSM Regulation, as further detailed by the SSM Framework Regulation. 3.3 Finally, the ECB welcomes the amendments to the TUF and the Italian Civil Code with regard to the application of sector-specific banking rules and the standard of liability applicable to non-executive directors referred to in paragraph 1.3. The ECB considers that, for the companies subject to the supervision of the ECB or of the Banca d’Italia, the provisions of the TUF and the Italian Civil Code, as amended by the draft legislative decree, are aimed at ensuring the sound and prudent management of credit institutions and the stability of the banking and financial system as a whole. Hence, the ECB understands that such references to sector-specific banking rules may be appropriate in this specific circumstance. The same principle of ensuring the sound and prudent management of credit institutions suggests that it would be desirable to extend the derogations for sector-specific banking rules also with regard to the liability of non-executive directors.

text: This opinion will be published on the ECB’s website.

text: Done at Frankfurt am Main, 18 December 2025.

text: [signed]

text: The President of the ECB

text: Christine LAGARDE


text: Directive

text: of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions, amending Directive

text: and repealing Directives

text: and

text: (OJ L 176, 27.6.2013, p. 338, ELI: http://data.europa.eu/eli/dir/2013/36/oj).

text: Directive (EU) 2024/1619

text: of the European Parliament and of the Council of 31 May 2024 amending Directive

text: as regards supervisory powers, sanctions, third-country branches, and environmental, social and governance risks (OJ L, 2024/1619, 19.6.2024, ELI: http://data.europa.eu/eli/dir/2024/1619/oj). 3

text: Directive (EU) 2024/2994

text: of the European Parliament and of the Council of 27 November 2024 amending Directives

text: and

text: (EU) 2019/2034

text: as regards the treatment of concentration risk arising from exposures towards central counterparties and of counterparty risk in centrally cleared derivative transactions (OJ L, 2024/2994, 4.12.2024, ELI: http://data.europa.eu/eli/dir/2024/2994/oj). 4

text: Regulation (EU) 2024/2987

text: of the European Parliament and of the Council of 27 November 2024 amending Regulations

text: (EU) No 648/2012

text: (EU) No 575/2013

text: and

text: (EU) 2017/1131

text: as regards measures to mitigate excessive exposures to third-country central counterparties and improve the efficiency of Union clearing markets (OJ L, 2024/2987, 4.12.2024 ELI: http://data.europa.eu/eli/reg/2024/2987/oj).

text: Loi du 5 avril 1993 relative au secteur financier, Mémorial A 1993, n° 27. 6 See the new Article

text: , subparagraph 2, of the Law on the financial sector proposed by the draft law. 7 See the new Article 53-53 of the Law on the financial sector proposed by the draft law, implementing

text: Article 27

text: i of the CRD, as added by the CRD6. 8 To this end the draft law makes the necessary amendments to the Law on the financial sector, the Law of 17 December 2010 relating to undertakings for collective investment (Loi du 17 décembre 2010 concernant les organismes de placement collectif, Mémorial A 2010, n° 239), as well as the Law of 15 March 2016 on over-the-counter derivatives, central counterparties and trade repositories and amending various laws relating to financial services (Loi du 15 mars 2016 relative aux produits dérivés de gré à gré, aux contreparties centrales et aux référentiels centraux et modifiant différentes lois relatives aux services financiers, Mémorial A 2016, n° 39). 9 Loi du 18 décembre 2015 relative aux mesures de résolution, d’assainissement et de liquidation des établissements de crédit et de certaines entreprises d’investissement ainsi qu’aux systèmes de garantie des dépôts et d’indemnisation des investisseurs, Mémorial A 2015, n° 246.

text: See

text: Article 27

text: i(2) of the CRD, as added by the CRD6. 11 See

text: Article 27

text: i(9) of the CRD, as added by the CRD6. 12 See the new Article 53-53(9) of the Law on the financial sector proposed by the draft law. 13 See paragraph 3.2 of Opinion

title: Opinion of the European Central Bank of 18 December 2025 on the notification and assessment procedure for intra-group mergers (CON/2025/44)

text: OPINION OF THE EUROPEAN CENTRAL BANK of 18 December 2025 on the notification and assessment procedure for intra-group mergers (

text: ) Introduction and legal basis

text: On 3 October 2025 the European Central Bank (ECB) received a request from the Luxembourg Ministry of Finance for an opinion on a draft law (1) implementing the amendments to Directive

text: of the European Parliament and of the Council (hereinafter the ‘CRD’) introduced by

text: Directive (EU) 2024/1619

text: of the European Parliament and of the Council (hereinafter the ‘CRD6’) and

text: Directive (EU) 2024/2994

text: of the European Parliament and of the Council ; (2) operationalising

text: Regulation (EU) 2024/2987

text: of the European Parliament and of the Council ; and (3) modifying certain provisions of Luxembourg laws affecting the financial sector (hereinafter the ‘draft law’). The ECB’s competence to deliver an opinion is based on Articles 127(4) and 282(5) of the Treaty on the Functioning of the European Union, as the draft law relates to the specific tasks conferred upon the ECB concerning the prudential supervision of credit institutions pursuant to Article 127(6) of the Treaty. In addition, pursuant to Article 25.1 of the Statute of the European System of Central Banks and of the European Central Bank, the ECB may offer advice to and be consulted by the competent authorities of the Member States on the implementation of Union legislation relating to the prudential supervision of credit institutions. In accordance with

text: Article 17.5

text: , first sentence, of the Rules of Procedure of the European Central Bank, the Governing Council has adopted this opinion.

text: 1. Purpose of the draft law

text: 1.1 The main objective of the draft law is to implement in Luxembourg law the amendments to the CRD introduced by the CRD6. These amendments further the harmonisation of the banking supervision framework set forth in the CRD and introduce, inter alia, the following: (1) changes to the prudential framework regarding the internal governance of credit institutions and certain investment firms,

text: including the assessment of the suitability of members of the management body and holders of key functions; (2) a regulatory framework applicable to branches established in the Union by undertakings established in a third country for the purpose of providing banking services there; (3) rules on material transactions planned by credit institutions or (mixed) financial holding companies (hereinafter ‘financial stakeholders’), namely the acquisition or disposal of qualifying holdings, material transfers of assets and liabilities, and mergers or divisions involving such entities; and (4) improvements to the resilience of the banking sector to environmental, social and governance risks by enshrining their consideration within internal governance arrangements, strategies and risk management policies. To this end, the draft law introduces corresponding changes to the Law of 5 April 1993 on the financial sector (hereinafter the ‘Law on the financial sector’). 1.2 In particular, the draft law sets forth the notification and assessment procedure for mergers and divisions between financial stakeholders . It provides for a merger assessment period for the competent supervisory authority – which for significant institutions is the ECB and for less significant institutions the Luxembourg Commission de Surveillance du Secteur Financier – of 60 working days from confirmation to the applicants of receipt of a complete notification. Such confirmation must be issued within ten working days following receipt of such notification. The merger assessment period may be suspended for a period of up to 30 working days in certain cases. The draft law further provides for a deadline of 20 working days from receipt of notification of the merger for the competent supervisory authority to decide whether or not to assess an intra-group merger between financial stakeholders . 1.3 The draft law also seeks to implement in Luxembourg law

text: Directive (EU) 2024/2994

text: and

text: Regulation (EU) 2024/2987

text: by amending certain financial sector related laws , and also makes some targeted adjustments to the Law of 18 December 2015 on the failure of credit institutions and certain investment firms .

text: 2. Observations

text: 2.1 The ECB notes that the draft law does not implement

text: Article 4

text: a of the CRD (‘Supervisory independence of competent authorities’), as inserted by the CRD6, and that it is expected that this

text: matter will be addressed by draft national legislation that is yet to be introduced. The ECB expects to be consulted on said draft national legislation implementing

text: Article 4

text: a of the CRD. 2.2 The ECB notes that the proposed new deadline of 20 working days from receipt of notification of the merger for the competent supervisory authority to decide whether or not to assess an intra-group merger between financial stakeholders is a procedural requirement that is not envisaged in the amendments to the CRD . The amendments to the CRD merely envisage a discretion for the competent supervisory authority to deviate from the normal procedure of assessing the merger by deciding not to assess it, without imposing a procedural deadline for this discretionary opt-out from assessing intra-group mergers. Moreover, the CRD now provides that where the proposed operation involves only financial stakeholders from the same group and the competent authority does not oppose the proposed operation within the assessment period in writing, its opinion shall be deemed 11 12 to be positive ; this is also reflected in the draft law . 2.3 In general, the ECB considers that the competent authority’s discretion to determine on a case-bycase basis whether to conduct an assessment of intra-group mergers is not to be constrained . 2.4 More specifically, however, the ECB has concerns as regards the introduction of the deadline of 20 working days as referenced above, since the consequences for the competent authority of failing to meet this deadline are unclear. The introduction into Luxembourg law of a deadline by which to decide and communicate to financial stakeholders whether the transaction will be subject to the assessment is a procedural burden that – depending on the specific circumstances and complexity of the cases at hand – could jeopardise the ECB’s ability to fully use its supervisory discretion for the (non) assessment of intra-group mergers involving significant institutions. The ECB accordingly suggests that the Luxembourg authorities consider deleting the proposed new deadline of 20 working days for the competent supervisory authority to decide whether to assess an intra-group merger between financial stakeholders.

text: This opinion will be published on EUR-Lex.

text: [signed]

text: The President of the ECB

text: Christine LAGARDE


title: Opinion of the European Central Bank of 19 December 2025 on an increase in a tax imposed on credit institutions (CON/2025/45)

text: OPINION OF THE EUROPEAN CENTRAL BANK of 19 December 2025 on an increase in a tax imposed on credit institutions (

text: ) Introduction and legal basis

text: On 12 December 2025 the European Central Bank (ECB) received a request from the Belgian Deputy Prime Minister and Minister for Finance and Pensions, in charge of the National Lottery and the Federal Cultural Institutions, for an opinion on a draft law of 3 December 2025 (hereinafter the ‘draft law’) amending, inter alia, the Belgian Code of miscellaneous duties and taxes as regards the tax imposed on credit institutions (hereinafter the ‘bank tax’). The ECB’s competence to deliver an opinion is based on Articles 127(4) and 282(5) of the Treaty on the Functioning of the European Union and Article 2(1), sixth indent, of

text: Council Decision 98/415/EC

text: , as the draft law relates to (1) rules applicable to financial institutions insofar as they materially influence the stability of financial institutions and markets, and (2) the ECB’s tasks concerning the prudential supervision of credit institutions pursuant to Article 127(6) of the Treaty. In accordance with

text: Article 17.5

text: 1. Purpose of the draft law

text: 1.1 By way of background, the ECB understands that the bank tax was introduced in its original form by the Law of 3 August 2016 introducing a new annual tax on credit institutions in replacement of existing annual taxes, corporate tax deduction limitation measures and financial stability contribution measures (hereinafter the ‘Law of 3 August 2016’), which has been amended several times. Various types of taxes on credit institutions were in existence prior to 2016 . The bank tax applies to all credit institutions incorporated in Belgium and branches located in Belgium of credit institutions incorporated outside Belgium.

text: 1 Code of miscellaneous duties and taxes (Code des droits et taxes divers/Wetboek diverse rechten en taksen), previously Code of taxes assimilated to stamp (Code des taxes assimilées au timbre, Moniteur belge, 6 mars 1927/ Wetboek der met het zegel gelijkgestelde taksen, Belgisch Staatsblad, 6 maart 1927).

text: Council Decision 98/415/EC of 29 June 1998

text: on the consultation of the European Central Bank by national authorities regarding draft legislative provisions (OJ L 189, 3.7.1998, p. 42, ELI: http://data.europa.eu/eli/dec/1998/415/oj).

text: 3 Loi du 3 août 2016 instaurant une nouvelle taxe annuelle sur les établissements de crédit en remplacement des taxes annuelles existantes, des mesures de limitation de déductions à l’impôt des sociétés et de la contribution à la stabilité financière, Moniteur belge, 11 août 2019/Wet van 3 augustus 2016 tot invoering van een nieuwe jaarlijkse taks op de kredietinstellingen in de plaats van de bestaande jaarlijkse taksen, van de aftrekbeperkende maatregelen in de vennootschapsbelasting en van de bijdrage voor de financiële stabiliteit, Belgisch Staatsblad, 11 augustus 2016.

text: 4 The ECB understands that a bank tax with a more limited scope was introduced into Belgian law for the first time by a royal decree of 18 November 1996, and that it was supplemented by, inter alia, a further bank tax introduced by a program-law of 22 June 2012. 1.2 The bank tax was amended for the last time on 30 December 2023 by the program-law of 22 December 2023 (hereinafter the ‘Program-Law’), which introduced a progressivity mechanism for the calculation of the bank tax. Before the amendment introduced by the Program-Law, there was only one rate of bank tax: 0,13231 %. After the amendment, the applicable rates are currently as follows: (1) 0,13231 % on the first EUR 50 billion of the taxable base amount and (2) 0,17581 % on the portion of the taxable base amount exceeding EUR 50 billion. The tax base is the average amount of the relevant credit institution or branch’s debts to customers during the year preceding the tax period. For this purpose, ‘customers’ mean any persons other than credit institutions, central banks and assimilated institutions, postal cheque offices and national and international official banking-type institutions, and debts owed to customers include debts resulting from the institution’s standard banking activity, excluding debts represented by a security . The ECB understands that the bank tax is a non-deductible expense for corporate income tax purposes. It is prohibited for credit institutions (and their branches) to pass on the cost of the bank tax to their customers, and the Program-Law envisages a fine for breaches of this prohibition. 1.3 The draft law proposes to increase the two abovementioned bank tax rates to bring them to, respectively, (1) 0,15205 % on the first EUR 50 billion of the taxable base amount and (2) 0,20204 % on the portion of the taxable base amount exceeding EUR 50 billion . The increase would enter into force on 30 December 2025 . 1.4 According to the Minister for Finance, the draft law aims to sustain the efforts being made to reduce the Belgian public finance deficit.

text: 2. General observations

text: 2.1 The ECB was not consulted on the adoption of the Law of 3 August 2016, nor on any of the amendments made to it prior to the draft law. Therefore, this opinion considers the draft law in conjunction with the Law of 3 August 2016, as amended from time to time. 2.2 The ECB understands that the tax base is largely composed of credit institutions’ customer deposits and excludes inter-bank deposits.

text: 3. Monetary policy context

text: 3.1 From a monetary policy perspective, credit institutions play a special role in ensuring the smooth transmission of monetary policy measures to the wider economy. The envisaged increase in tax pressure on Belgian credit institutions on the basis of deposits made by their customers (other than credit institutions) would affect those credit institutions differently depending on their business models, and also increase their overall tax burden, creating potential distortions and increased

text: 5 Program-Law of 22 December 2023 (Loi-programme du 22 décembre 2023, Moniteur belge, 29 décembre 2023/Programmawet van 22 december 2023, Belgisch Staatsblad, 29 december 2023).

text: Article 201

text: /11 of the Code of miscellaneous duties and taxes, which also provides that the average amount of debts owed to customers is to be understood to mean the arithmetic mean of the amounts which, in accordance with the rules of the Nationale Bank van België/Banque Nationale de Belgique in the context of territorial reporting, must be entered at the end of each month of the year in question in line 229 of table 00.20 ‘Debts owed to customers’ (column 05, Total amount) of Schedule A.

text: 7 Article 6 of the draft law.

text: 8 Article 7 of the draft law. heterogeneity in the transmission of monetary policy in Belgium and throughout the euro area. While Belgian credit institutions remain well capitalised and still make sound profits, the changing environment along the easing phase of monetary policy has necessarily led to downward pressure on their net interest margins. In this respect, the draft law might entail pro-cyclical effects, in a context where bank lending dynamics appear to be still recovering for households. The increased taxation on the basis of their customer deposit base would incentivise credit institutions to reduce the remuneration and attractiveness of deposits for households and firms, at their expense, and turn to other funding sources. 3.2 The costs from increased taxes could also lead credit institutions to tighten the conditions under which they finance the economy, either indirectly through the potential adverse effects on their capital positions resulting from dampened profitability, or directly as they would still pass on part of those costs to borrowers. Indeed, the imposition of a specific fine for breaches of the existing prohibition, under

text: Article 201

text: /19 of the Code of miscellaneous duties and taxes, on credit institutions (and their branches) passing on the cost of the bank tax to their customers cannot change the basic fact that the financial conditions under which credit institutions operate determine the conditions under which they finance the economy. The ability of individual credit institutions to maintain adequate capital positions, to continue to prudently build provisions for potentially increased future credit impairments, and to set conditions on deposits, lending and other banking services vis-à-vis their customers in adequation with the ECB’s monetary policy, needs to be preserved. Curtailing this ability would undermine the smooth bank-based transmission of monetary policy measures to the wider economy, coming at the expense of the provision of credit to the Belgian economy and adversely affecting real economic growth .

text: 4. Financial stability context

text: 4.1 The ECB has previously opined on draft legislation introducing taxes applicable to credit institutions in several Member States . It has, in this respect, underscored that, in general, imposing taxes on the banking sector could make it more difficult for credit institutions to build up additional capital buffers, as their retained earnings will be reduced, making them less resilient to economic shocks. As a result, such taxes could have negative economic effects by limiting credit institutions’ ability to provide credit. It is essential that credit institutions have a sound capital base for them to fulfil their role as credit intermediaries within the economy. Higher costs and reduced credit supply, or higher costs of other banking services, can adversely affect real economic growth . 4.2 As noted in paragraph 3, while the Belgian banking sector remains profitable and well-capitalised, the costs from increased taxes could adversely affect credit institutions’ capital positions by dampening their profitability. Furthermore, as the bank tax is calculated on certain parts of the

text: 9 See paragraph 3.2.2 of Opinion

text: , paragraph 2.1 of Opinion

text: , paragraph 3.1 of Opinion

text: , paragraph 3.1 of Opinion

text: , paragraph 3.4 of Opinion

text: , and paragraphs 3.4 and 4.1 of Opinion

text: . All ECB opinions are published on EUR-Lex.

text: 10 See Opinions

text: and

text: 11 See paragraph 3.2.2 of Opinion

text: , paragraph 2.1 of Opinion

text: , paragraph 3.1 of Opinion

text: , paragraph 3.1 of Opinion

text: , paragraph 4.1 of Opinion

text: , paragraph 4.1 of Opinion

text: and paragraph 4.1 of Opinion

text: . balance sheet total and not on net profits, it also applies to credit institutions that are recording net losses, further damaging their resilience . In that regard, the bank tax may put additional pressure on credit institutions’ capacity to maintain a solid capital position or to rebuild buffers in an environment in which profits are lower and (credit) losses occur. In addition, the imposition of a levy on customer deposits, which constitute a stable source of funding for credit institutions, may incentivise them to switch towards less stable funding sources, such as short-term wholesale funding. Relying on less stable funding sources may increase the likelihood that disruptions to a credit institution’s regular sources of funding will erode its liquidity position. Moreover, relying on more expensive wholesale funding sources may further negatively affect a credit institution’s profitability. These different factors should be properly evaluated in order to ensure that credit institutions remain well positioned to absorb potential future losses . 4.3 Furthermore, the bank tax may lead to fragmentation in the European financial system because of the heterogeneous nature of such taxes as between the banking sectors in different countries. The risk of double taxation for credit institutions in other jurisdictions where a special bank tax is also levied may be a further source of such fragmentation . 4.4 In the light of the above, the ECB recommends that, in order to assess whether its application poses risks to financial stability, and in particular whether it has the potential to impair the banking sector’s resilience and cause market distortion, the draft law should be accompanied by a thorough analysis of potential negative consequences for the banking sector . This analysis should set out in detail the specific impact of the bank tax on credit institutions’ longer-term profitability and capital base, access to funding and the provision of new lending and competition conditions in the market, and its potential impact on liquidity.

text: 5. Considerations relating to the prudential supervision of credit institutions

text: 5.1 The bank tax is narrowly focused on deposits of customers other than credit institutions. This disadvantages credit institutions that provide critical financial services to the public against other credit institutions that, for example, predominantly carry on trading activities without a large deposit base. It also ignores a credit institution’s profitability or, more importantly, its lack of profitability. Consequently, the bank tax is a drag on credit institutions’ profitability, viability and sustainability, and exacerbates the difficulties experienced by credit institutions that are already loss-making or barely profitable. 5.2 While the Belgian banking system is currently well capitalised, lower or no net profits result in lower or no potential to retain earnings, which are important to sustain capital positions. The overall impact on credit institutions’ capital positions will depend on how they respond to the additional tax burden. Credit institutions may choose to offset the bank tax by reducing planned capital distributions, thereby maintaining their capital positions, or they may proceed with their original distribution plans, which,

text: 12 See paragraph 3.3 of Opinion

text: and paragraph 4.2 of

text: 13 See paragraph 3.2 of Opinion

text: , paragraph 4.3 of Opinion

text: and paragraph 4.2 of Opinion

text: 14 See paragraph 4.3 of Opinion

text: and paragraph 4.4 of Opinion

text: 15 See paragraph 3.4 of Opinion

text: , paragraph 3.7 of Opinion

text: , paragraph 4.6 of Opinion

text: , paragraph 4.5 of Opinion

text: and paragraph 4.6 of Opinion

text: . as a result of the impact of the bank tax, would erode their capital positions. This in turn would reduce credit institutions’ ability to provide loans and also reduce their capacity to absorb the potential downside risks of an economic downturn. This opinion will be published on EUR-Lex. Done at Frankfurt am Main, 19 December 2025. [signed] The President of the ECB Christine LAGARDE