The HNB issues a new decision on the acquisition of qualify…

The Croatian National Bank has published in the Official Gazette (Narodne novine) no. 115/2026 of October 9, 2026, a new Decision on Prior Consent for the Acquisition of a Qualifying Holding in a Credit Institution, registered under number 1377. The Decision was adopted on September 28, 2026, in Zagreb by Governor dr. sc. Ante Žigman, under personal number 403-091/09-26/AŽ, based on Article 32 paragraph 4 and Article 36 paragraph 10 of the Credit Institutions Act (NN 22/2026.) and Article 43 paragraph 2 point 10 of the Croatian National Bank Act (NN 75/2008., 54/2013. and 47/2020.). The new rules enter into force on the eighth day after publication, namely October 17, 2026.

What is changing and to whom it applies

The Decision further regulates the circumstances indicating concerted action by shareholders, criteria for assessing the propriety and financial soundness of the acquirer, circumstances for determining significant influence, the method for determining the size of the holding of an indirect acquirer, and the documentation and information to be attached to the request for the issuance of consent. It covers acquirers of qualifying holdings in credit institutions, direct and indirect shareholders, persons acting in concert, and candidates for new members of the management board and supervisory board.

The Decision is directly based on the Joint Guidelines for the assessment of fitness and propriety of acquirers and increasers of qualifying holdings in the financial sector JC/GL/2016/01 of December 20, 2016, issued by the European Banking Authority. It replaces the previous Decision on Prior Consent for the Acquisition of a Qualifying Holding in a Credit Institution (NN 25/2018., 139/2022. and 71/2024.), and all proceedings initiated before the entry into force of the new act shall be completed according to its provisions.

Concerted action and indirect acquisition

Circumstances indicating concerted action by shareholders include, among others:

the existence of a personal or economic connection between several shareholders and the proposed chairperson or member of the supervisory board;
joint proposal of a decision on the election and appointment of the chairperson or members of the supervisory board;
previous cooperation of shareholders in proposing such candidates;
the number of supervisory board members jointly proposed by two or more shareholders;
the existence of an agreement or coordinated action for the joint acquisition of holdings or influence over management.

Ordinary cooperation between shareholders — such as submitting a request to include an item on the agenda of the general meeting, convening a meeting, or voting identically on individual decisions — is not in itself considered concerted action. In the case of indirect acquisition, the control criterion is applied, and if it is not met, the multiplication criterion of holdings along the corporate chain; a qualifying holding is considered indirectly acquired when the result of the multiplication is at least 10%.

Documentation and assessment of the acquirer

The request for prior consent must contain a series of documents and information, including:

the company and registered office of the credit institution in which the share is being acquired, as well as a description of the intended acquisition with the contract or draft contract;
contact person details, including name, address, telephone number, and email address;
information on whether the acquirer intends to appoint new members of the management board and the supervisory board, along with the names of the candidates, the type of function, and the planned start of the mandate;
an organizational chart of the shareholder structure before and after the acquisition, with the percentage of share capital and voting rights;
a detailed explanation of the sources of funding, including data on borrowed funds, creditors, and security instruments;
data on the shares being acquired — type, number before and after the acquisition, currency, nominal value, and market value expressed in euros.

When assessing reputation, it is analyzed, among other things, whether the acquirer has been legally convicted of criminal offenses under Article 33, paragraph 2 of the Law on Credit Institutions, whether criminal proceedings have been conducted against them in the last ten years, and whether there are supervisory findings or misdemeanor sanctions. If the acquirer intends to appoint new members of the management board, the request must be accompanied by documentation prescribed by a subordinate act on the assessment of the suitability of the president of the management board, members of the management board, the president and members of the supervisory board, and holders of key functions.

Thresholds, Deadlines, and Simplified Procedure

The decision introduces different levels of requirements depending on the size of the share:

when acquiring 50% or more of the capital or voting rights, or when the credit institution becomes a subsidiary, the fulfillment of creditworthiness requirements is assessed at the time of acquisition and for the first three business years thereafter, on a continuous basis;
in the event of a further increase in the share to 20%, 30%, or 50%, the acquirer must submit updated documentation proving professional competence adapted to the increased influence;
if the acquirer has already been granted acquisition in the same institution in a previous procedure and more than two years have not passed since then, reduced information requirements apply;
in the case of an intra-group transaction without a change in the ultimate intermediate acquirer, it is not necessary to submit the strategy, business plan, and internal organization of the institution.

The assessment of the risk of money laundering and terrorist financing also includes data from international bodies such as the FATF, Transparency International, OECD, and the World Bank, as well as publicly available information and media reports.

Significance for Banks, Investors, and Shareholders

The new rules directly change the procedure for anyone intending to acquire or increase a qualifying holding in a Croatian credit institution, from domestic and foreign investors to family and institutional shareholders. Clearer criteria for concerted action and indirect acquisition reduce legal uncertainty, but also expand the circle of persons who must aggregate their holdings and submit a request to the Croatian National Bank. Banks and their shareholders should expect stricter documentation requirements when appointing new members of the management board and supervisory board, as well as continuous monitoring of solvency requirements during the first three years after acquiring a controlling stake.

Source: Narodne novine, No. 115/2026, October 9, 2026. — Decision on prior consent for the acquisition of a qualifying holding in a credit institution, No. 1377, O. No. 403-091/09-26/AŽ, Zagreb, September 28, 2026.; signed by Governor dr. sc. Ante Žigman.