Pursuant to Articles 212/1 et seq. of the Banking Law (which transpose Article 21a of Directive 2013/36/EU), overarching (mixed) financial holding companies in a Member State or in the EEA are subject to approval as of 2021. To obtain this approval, the group should have an appropriate organisation on a consolidated or, where applicable, sub-consolidated basis^[1]. The purpose of this approval requirement is thus to ensure that the (mixed) financial holding company responsible for the group or subgroup has the necessary means to be held directly responsible for compliance by the group and its entities with the applicable legal and regulatory provisions on a consolidated or sub-consolidated basis.

Subject to the fulfilment of certain strict conditions, mainly related to non-interference in the conduct of business of subsidiaries which are credit or financial institutions, a (mixed) financial holding company may be exempted from approval. In that case, a subsidiary credit institution or an approved intermediate (mixed) financial holding company^[2] should be designated on a permanent basis as the entity responsible for ensuring compliance on a consolidated basis with the obligations of the group and of the entities within it. This designated entity should have the necessary means to do so. For more information on the conditions for exemption and on Article 212/2, 4° of the Banking Law, please refer to the explanatory memorandum accompanying the Law incorporating the provisions of the CRD V into the Banking Law.

^[1] The conditions for approval under Article 212/5 are closely linked with compliance with the governance rules referred to in Articles 168 (1° and 2°) and 212 (3° and 4°) of the Banking Law. The same applies in case of designation of an institution to replace the exempted (mixed) financial holding company pursuant to Article 212/2, §1, 3° or in case of application of Article 212/7, § 1, second paragraph, 4°.

^[2] Because this financial holding company is at the head of a subgroup and the supervisory authority has imposed a sub-consolidation obligation.