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NPL Directive
The past two decades have taught the financial market valuable lessons, especially regarding banks' non-performing exposures (NPEs). In the first significant NPE cycle following the 2007-2008 financial crisis, European legislators were reluctant to take any legislative actions to facilitate distressed debt trading by banks. However, they acted quickly to adopt an NPE Action Plan (COM/2020/822 final) when NPE ratios in banks' balance sheets were expected to increase again across the European Union (EU) as a result of the COVID-19 pandemic.
As part of the NPE Action Plan, Directive (EU) 2021/2167 on credit servicers and credit purchasers (the "NPL Directive") was adopted. Its principle aim is to ensure a functioning and liquid secondary market for distressed credit, while simultaneously ensuring robust debtor protection. This twofold focus is critical in balancing the need to offload NPEs from banks' balance sheets, without undermining the rights and protections of distressed debtors.
Recent data suggests that European legislators were right in acting and providing for a robust regulatory framework for sales of NPEs. According to the European Banking Authority's (EBA) Risk Dashboard, following the COVID-19 pandemic and economic disruptions due to geopolitical changes, the average NPE ratio of EU banks has increased from pre-pandemic lows to approx. 2.5 %. (1)
The regulatory framework introduced by the NPL Directive will play a critical role in enabling banks to sell off NPEs and, thereby, reducing their current NPE ratios.
However, the NPL Directive does not only affect banks intending to sell NPEs. To safeguard the interests of distressed debtors, the NPL Directive imposes certain obligations on purchasers of NPEs as well, including the obligation to appoint a credit servicer. Credit servicers (such as debt collection agencies) will need to obtain authorisation from a national competent authority to be permitted to perform credit servicing activities in relation to NPEs.
The deadline for the national transposition of the NPL Directive was 29 December 2023. Hence, national implementation provisions should have been applicable from 30 December 2023 on (except for certain provisions, which should only apply starting from 29 June 2024).
While only a few EU Member States had transposed the NPL Directive in time, an increasing number of EU Member States have adopted laws or have draft legislation under debate aimed at implementing the NPL Directive into national law. However, several EU Member States have yet to address this topic.
The map and the questions below provide an overview of NPL Directive transposition in the CEE region (information as of: 4 November 2024). You will also find additional guidance on certain aspects of the local implementation of the NPL Directive. This guidance covers a broad range of topics relevant for sellers and purchasers of NPEs as well as credit servicers.
Authors: Martin Ebner / Michael Schmiedinger / Loredana Barbu
(1) Please also see the NPL Monitor H1 issued by the Vienna Initiative for further data on the NPL markets in the CEE region (Link).
Austria
Status of implementation of the NPL Directive 
The NPL Directive has not yet been transposed in Austria. Additionally, no draft law aimed at implementing the NPL Directive into Austrian law is available yet. There is no indication as to when the NPL Directive will finally be transposed in Austria.
Does national implementing legislation provide for additional exemptions (i.e. beyond the exemptions under Article 2(5) of the NPL Directive) from the requirements applicable to credit servicers and credit purchasers pursuant to the NPL Directive (as locally implemented)?
N/A
Which national authorities are competent for supervising credit servicers/ purchasers under the national implementing legislation?
N/A
Are sellers required to disclose any information to (prospective) credit purchasers in addition to the information set forth in Article 15(1)
of the NPL Directive (in conjunction with Implementing Regulation (EU) 2023/2083)?
N/A
Do sellers' reporting obligations under the national implementing legislation go beyond the reporting obligations under Article 15(2) of the NPL Directive? What is the frequency of this reporting requirement?
N/A
N/A
N/A
Does national implementing legislation require any persons other than those set forth in Article 3(8) of the NPL Directive to obtain authorisation to carry out credit servicing activities (as defined in the NPL Directive)?
N/A
N/A
Bulgaria
Status of implementation of the NPL Directive 
A draft law aimed at implementing the NPL Directive into Bulgarian law was submitted on 4 July 2024, following the formation of the new Parliament after the 9 June 2024 elections. However, as the June elections did not result in the formation of a government, new elections are expected to be held in November 2024. Meanwhile, the current Parliament continues to function, but it is uncertain whether the draft will become a binding law. Notably, on 13 August 2024, the leading parliamentary commission for the draft, the Budget and Finance Commission, approved the draft and proposed that it be voted on at the first sitting of the Parliament. If the draft is not voted on during two parliamentary sittings within the life of the current Parliament, it will have to be resubmitted to the new Parliament after the expected snap elections, and the process will start from scratch.
Does national implementing legislation provide for additional exemptions (i.e. beyond the exemptions under Article 2(5) of the NPL Directive) from the requirements applicable to credit servicers and credit purchasers pursuant to the NPL Directive (as locally implemented)?
N/A
Which national authorities are competent for supervising credit servicers/purchasers under the national implementing legislation?
N/A
Are sellers required to disclose any information to (prospective) credit purchasers in addition to the information set forth in Article 15(1) of the NPL Directive (in conjunction with Implementing Regulation (EU) 2023/2083)?
N/A
Do sellers' reporting obligations under the national implementing legislation go beyond the reporting obligations under Article 15(2) of the NPL Directive? What is the frequency of this reporting requirement?
N/A
N/A
N/A
Does national implementing legislation require any persons other than those set forth in Article 3(8) of the NPL Directive to obtain authorisation to carry out credit servicing activities (as defined in the NPL Directive)?
N/A
N/A
Croatia
Status of implementation of the NPL Directive 
The NPL Directive has been transposed in Croatia by the Act on the Method, Conditions and Procedure for Servicing and Purchasing of Receivables (Zakon o načinu, uvjetima i postupku servisiranja i kupoprodaje potraživanja; Official Gazette No. 155/2023), effective as of January 2024 (with the exception of a few articles that entered into force in March 2024).
Does national implementing legislation provide for additional exemptions (i.e. beyond the exemptions under Article 2(5) of the NPL Directive) from the requirements applicable to credit servicers and credit purchasers pursuant to the NPL Directive (as locally implemented)?
Yes. In accordance with Article 2(6) of the Directive, the Act does not apply to the servicing of NPLs by an attorney or a notary public, residing in Croatia, when performing these activities as part of their profession.
Which national authorities are competent for supervising credit servicers/purchasers under the national implementing legislation?
Croatian National Bank (Hrvatska narodna banka; "HNB") and Financial Inspectorate (Financijski inspektorat).
Are sellers required to disclose any information to (prospective) credit purchasers in addition to the information set forth in Article 15(1) of the NPL Directive (in conjunction with Implementing Regulation (EU) 2023/2083)?
Yes.
Do sellers' reporting obligations under the national implementing legislation go beyond the reporting obligations under Article 15(2) of the NPL Directive? What is the frequency of this reporting requirement?
Yes. In addition to the reporting obligations set out in Article 15(2) of the Directive, under the
national legislation: (i) if there are no persons who hold qualifying holdings, the credit institution must state name and personal identification number (OIB if applicable) of 10 biggest shareholders (ii) the credit institution must state whether the HNB is the competent authority of the member state of the debtor and if the HNB is not the competent authority, the credit institution must also deliver information to the competent authority of the member state of the debtor.
Additionally, national legislation prescribes that reporting must be made within 15 days of the
conclusion of the loan sales and purchase agreement and any time upon request of the HNB.
The requested information must be provided on the form issued by the HNB.
No. But credit purchasers have to name a representative in the EU if they are not from the EU.
No.
No.
Yes.
Czech Republic
Status of implementation of the NPL Directive
The NPL Directive has been transposed via the Act No. 84/2024 Coll., on Non-Performing Loans Market (the "NPL Act"), effective as of 1 May 2024. The Act was further supplemented by Decree No. 86/2024 Coll., on Implementation of the Non-Performing Loans Market Act, also effective as of 1 May 2024.
Does national implementing legislation provide for additional exemptions (i.e. beyond the exemptions under Article 2(5) of the NPL Directive) from the requirements applicable to credit servicers and credit purchasers pursuant to the NPL Directive (as locally implemented)?
Yes. In accordance with Article 2(6) of the Directive, the NPL Act does not apply to the administration of NPLs by an attorney, notary public or by a bailiff (executor) when performing the activities as part of their profession.
Which national authorities are competent for supervising credit servicers/purchasers under the national implementing legislation?
Czech National Bank
Additionally, as the NPL Act mandates the establishment of an internal AML/CFT system, credit servicers may also fall under the supervision of the Czech Financial Analytical Office, the authority responsible for AML/CFT in the Czech Republic. Nevertheless, the exact scope of such supervision is not yet clear, since credit servicers have not yet been fully included in the Czech AML/CFT regulatory framework, apart from the above-mentioned obligation.
Are sellers required to disclose any information to (prospective) credit purchasers in addition to the information set forth in Article 15(1) of the NPL Directive (in conjunction with Implementing Regulation (EU) 2023/2083)?
No.
Do sellers' reporting obligations under the national implementing legislation go beyond the reporting obligations under Article 15(2) of the NPL Directive? What is the frequency of this reporting requirement?
No. Information must be provided on a semi-annual basis, with the Czech National Bank (CNB) authorised to issue a decision requiring quarterly reporting obligations (however, no such decision has been issued by the CNB yet).
No.
Yes. The NPL Act requires credit purchasers under Article 17(1)(b), meaning credit purchasers that are not domiciled or that do not have their registered office in the EU, to appoint a credit servicer (or other eligible entity) to perform credit servicing activities in relation to any NPLs, regardless of the nature of the debtor as specified under Article 17(1)(b)(i) and (ii).
Does national implementing legislation require any persons other than those set forth in Article 3(8) of the NPL Directive to obtain authorisation to carry out credit servicing activities (as defined in the NPL Directive)?
No.
In addition to "simple" credit servicers that obtained the respective licence under the Act, other persons (entities) are authorised to conduct credit servicing activities as well, namely i) banks, ii) credit unions, iii) foreign banks and authorised financial institutions, and iv) non-bank providers of consumer credit.
Yes.
Hungary
Status of implementation of the NPL Directive 
The NPL Directive has not yet been transposed in Hungary. Also, no draft law aimed at implementing the NPL Directive into Hungarian law is available yet. The Hungarian government's legislative agenda indicated that the transposition was scheduled to be completedwith the enactment of a new law in July 2023. However, such a law has not yet been passed
or proposed.
Does national implementing legislation provide for additional exemptions (i.e. beyond the exemptions under Article 2(5) of the NPL Directive) from the requirements applicable to credit servicers and credit purchasers pursuant to the NPL Directive (as locally implemented)?
N/A
Which national authorities are competent for supervising credit servicers/purchasers under the national implementing legislation?
N/A
Are sellers required to disclose any information to (prospective) credit purchasers in addition to the information set forth in Article 15(1) of the NPL Directive (in conjunction with Implementing Regulation (EU) 2023/2083)?
N/A
Do sellers' reporting obligations under the national implementing legislation go beyond the reporting obligations under Article 15(2) of the NPL Directive? What is the frequency of this reporting requirement?
N/A
N/A
N/A
N/A
N/A
Poland
Status of implementation of the NPL Directive 
The NPL Directive has not yet been transposed in Poland. A draft law aimed at implementing the NPL Directive into Polish law is currently in the legislative process (i.e. , the Polish Act on Credit Servicers and Credit Purchaser) (the "Draft NPL Act").
The planned date of adoption of the Draft NPL Act by the Council of Ministers was the second quarter of 2024. As part of the implementation of the NPL Directive's provisions into the Polish legal system, it is proposed to draft a new law on credit servicers and credit buyers. Please reach out to the Polish team for further details on such proposed new law.
Does national implementing legislation provide for additional exemptions (i.e. beyond the exemptions under Article 2(5) of the NPL Directive) from the requirements applicable to credit servicers and credit purchasers pursuant to the NPL Directive (as locally implemented)?
Yes – the Draft NPL Act provides for quite substantive additional exemptions from the requirements applicable to credit servicers and credit purchasers. Please reach out to the Polish team for further details.
Which national authorities are competent for supervising credit servicers/purchasers under the national implementing legislation?
Polish Financial Supervision Authority
Are sellers required to disclose any information to (prospective) credit purchasers in addition to the information set forth in Article 15(1) of the NPL Directive (in conjunction with Implementing Regulation (EU) 2023/2083)?
No.
Do sellers' reporting obligations under the national implementing legislation go beyond the reporting obligations under Article 15(2) of the NPL Directive? What is the frequency of this reporting requirement?
Yes. Article 27 of the Draft NPL Act distinguishes plenty of reporting obligations concerning, i.e., the disclosure of the purchase price of the creditor's rights under the non-performing credit agreements or receivables under the non-performing credit agreements, information relating to the total value of predicted costs relating under non-performing credit agreements or receivables under the non-performing credit agreements on the first valuation date after their acquisition or the total value of realized repayments to debtors from the creditor's rights under non-performing credit agreements or receivables under the non-performing credit agreements in the period from the date of acquisition to the reporting date. Information must be provided on a half-yearly basis, with the KNF being authorized to issue a decision based on which such reporting obligations apply on a quarterly basis.
No.
No.
No.
Yes.
Romania
Status of implementation of the NPL Directive
The directive was transposed into national law on 7 March 2024, by way of Government Emergency Ordinance No. 15/2024 on Credit Servicers and Credit Purchasers, as well as for the amendment and supplementation of certain legal deeds on loan agreements for consumers ("GEO 15/2024"). GEO 15/2024 entered into force on 17 March 2024.
Does national implementing legislation provide for additional exemptions (i.e. beyond the exemptions under Article 2(5) of the NPL Directive) from the requirements applicable to credit servicers and credit purchasers pursuant to the NPL Directive (as locally implemented)?
Beyond the entities exempted under Article 2 (5) (a) of the Directive, GEO 15/2024 introduces an additional anticipated exclusion: non-banking financial institutions ("NBFI") (a type of financial institution specific to the Romanian legal and market landscape that is regulated and supervised by the National Bank of Romania (NBR) to perform lending activities). NBFIs are explicitly exempted from obtaining any additional authorisations for carrying out credit servicing activities in Romania. The other exempted situations follow the provisions of the directive closely.
Which national authorities are competent for supervising credit servicers/purchasers under the national implementing legislation?
The main national authority responsible for both the supervision of credit servicers/purchasers as well as licencing of credit servicers is the National Authority for Consumer Protection (ANPC). However, NBR has certain responsibilities regarding the application of GEO 15/2024, such as:
- for authorisation, credit servicers need to obtain the approval (in Romanian: aviz prealabil) of NBR prior to submitting their application to ANPC on several points: (i) their governance arrangements and internal control mechanisms and (ii) their procedures regarding anti-money laundering and counter-terrorist financing;
- for reporting obligations, credit institutions must report certain information to NBR as well (noting that it is unclear whether the reporting obligation to NBR applies only to Romanian credit institutions or to any credit institution for which Romania is a host Member State).
Are sellers required to disclose any information to (prospective) credit purchasers in addition to the information set forth in Article 15(1) of the NPL Directive (in conjunction with Implementing Regulation (EU) 2023/2083)?
No.
Do sellers' reporting obligations under the national implementing legislation go beyond the reporting obligations under Article 15(2) of the NPL Directive? What is the frequency of this reporting requirement?
No, the reporting obligations reflect those set out in Article 15 (2) of the Directive. As a rule,
the information must be provided on a half-yearly basis to ANPC and NBR*. However, ANPC
and/or NBR are authorised to issue a decision based on which such reporting obligations
apply on a quarterly basis (not applicable at this moment).
(*) It is unclear from the provisions of GEO 15/2024 whether the reporting obligations to the NBR shall apply only to Romanian credit institutions or to any credit institution for which Romania is a host Member State. The NBR published a draft order for the reporting by credit institutions of information related to the assignment of non-performing loans as-signed in accordance with GEO 15/2024. We note that the draft order has not yet entered into force. In accordance with said draft order, it will apply only to Romanian credit institutions, for which the NBR is the supervisory competent authority.
In the case of acquisitions of non-performing loan exposures, the licencing requirements
applicable to credit purchasers differ depending on whether the acquisition concerns non-
performing corporate loans or non-performing consumer loans.
For the acquisition of non-performing corporate loans, credit purchasers are not, in principle,
required to obtain a licence/authorisation from NBR if such portfolios of loans are classified
as "loss" per bank regulations.
For the acquisition of non-performing consumer loans, credit purchasers are not, in principle, required to obtain a licence from NBR, but certain requirements are to be met, depending on the type of loan (i.e. secured or unsecured):
- for unsecured loans – assignment of receivables for which the contractually agreed repayment period has expired, or which have been accelerated, or for which the creditor has initiated forced execution proceedings, may be made only to credit purchasers registered with ANPC as debt recovery entities; and
- for mortgage loans – assignment of receivables which have been accelerated or for which the creditor has initiated forced execution proceedings, may be made only to credit purchasers registered with ANPC as debt recovery entities; and
- certain mortgage loans, even if they qualify as "non-performing", may only be acquired by licenced credit institutions.
No.
Does national implementing legislation require any persons other than those set forth in Article 3(8) of the NPL Directive to obtain authorisation to carry out credit servicing activities (as defined in the NPL Directive)?
Under GEO 15/2024, no other persons than those set forth in Article 3 (8) of the Directive are required to obtain the authorisation to carry out credit servicing activities.
Yes.
Slovakia
Status of implementation of the NPL Directive
The NPL Directive has been transposed in Slovakia by the Act No. 106/2024 Coll. on Credit Servicers and Credit Purchasers (the "Slovak NPL Act"), effective as of 1 June 2024.
Does national implementing legislation provide for additional exemptions (i.e. beyond the exemptions under Article 2(5) of the NPL Directive) from the requirements applicable to credit servicers and credit purchasers pursuant to the NPL Directive (as locally implemented)?
No.
Which national authorities are competent for supervising credit servicers/purchasers under the national implementing legislation?
The national authority competent for the supervision of credit servicers/purchasers under the Slovak NPL Act is the National Bank of Slovakia ("NBS"). For the sake of completeness, the Slovak NPL Act determines that credit servicers also qualify as obliged entities for AML/CFT purposes and are therefore subject to the supervision of the Financial Intelligence Unit (finančná spravodajská jednotka).
Are sellers required to disclose any information to (prospective) credit purchasers in addition to the information set forth in Article 15(1) of the NPL Directive (in conjunction with Implementing Regulation (EU) 2023/2083)?
No.
Do sellers' reporting obligations under the national implementing legislation go beyond the reporting obligations under Article 15(2) of the NPL Directive? What is the frequency of this reporting requirement?
No. Frequency of the reporting requirement is on a half-yearly basis.
No.
Yes. The Slovak NPL Act gold-plated the NPL Directive by extending the requirement to appoint a credit servicer (or other eligible entity)not only to NPLs concluded with consumers, but also to NPLs concluded with owners of apartments (flats) and non-residential premises represented by an administrator or an association of owners.
Does national implementing legislation require any persons other than those set forth in Article 3(8) of the NPL Directive to obtain authorisation to carry out credit servicing activities (as defined in the NPL Directive)?
No.
Yes.
Slovenia
Status of implementation of the NPL Directive
The NPL Directive has been transposed in Slovenia by the Act on Purchasers and Servicers of Non-performing Loans (Zakon o kupcih in serviserjih nedonosnih kreditov bank, Official gazette of the Republic of Slovenia No. 12/24, the "NPL Act"), effective as of 24 February 2024.
Does national implementing legislation provide for additional exemptions (i.e. beyond the exemptions under Article 2(5) of the NPL Directive) from the requirements applicable to credit servicers and credit purchasers pursuant to the NPL Directive (as locally implemented)?
Yes. In accordance with Article 2(6) of the Directive, the Act does not apply to the administration of NPLs by an attorney, notary public or bailiff (executor) when performing the activities as part of their profession.
Which national authorities are competent for supervising credit servicers/ purchasers under the national implementing legislation?
Bank of Slovenia
Are sellers required to disclose any information to (prospective) credit purchasers in addition to the information set forth in Article 15(1) of the NPL Directive (in conjunction with Implementing Regulation (EU) 2023/2083)?
No.
Do sellers' reporting obligations under the national implementing legislation go beyond the reporting obligations under Article 15(2) of the NPL Directive? What is the frequency of this reporting requirement?
Yes. In addition to the reporting obligations set out in Article 15(2) of the Directive, the NPL Act requires the disclosure of the (types of) collateral securing the transferred NPLs, information as to the country of origination ('approval') of the NPLs (if originated/approved outside of Slovenia) and enables the Bank of Slovenia to require 'other information required or carrying out its supervisory duties'.
Information must be provided on a half-yearly basis, with the Bank of Slovenia being authorized to issue a decision based on which such reporting obligations apply on a quarterly basis.
No (but they are subject to certain reporting obligations).
No.
Does national implementing legislation require any persons other than those set forth in Article 3(8) of the NPL Directive to obtain authorisation to carry out credit servicing activities (as defined in the NPL Directive)?
No.
Yes.
If you do have any questions regarding the NPL Directive, please do not hesitate to contact us.
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Schmiedinger
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Krešimira
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Natálie
Rosová
Attorney at Law
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Martin
Svoboda
Associate
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Goławska
Associate
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Valeria
Stropșa
Senior Attorney at Law
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Partner in cooperation with Schoenherr
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