Transposition of Directive (EU) 2021/2167: Management of Non-Performing Loans
On 11 September 2025, Decree-Law No. 103/2025 was published, transposing Directive (EU) 2021/2167, approving the regime for the assignment and management of bank loans (RCGCB) and the new regime for the Central Credit Register (CRC), also amending Decree-Law No. 453/99, which establishes the securitization regime for loans and regulates the constitution and activity of loan securitization funds.
The Directive essentially pursues two objectives:
- To promote the development of the secondary market for non-performing loans (NPLs), allowing credit institutions to reduce exposure to this type of asset and facilitating the acquisition of loans by assignees;
- To ensure adequate protection of the debtor, ensuring that they are not placed in a less favorable legal position due to the assignment (principle of assignment neutrality).
The RCGCB regulates the assignment of loans and the activity of managing loans subject to assignment, establishing specific conditions depending on the type of assignee and the status of the loan. Of particular note is the protection of the principle of assignment neutrality mentioned above, ensuring that the debtor is not placed in a less favorable legal position, requiring prior notification to the debtor and contracting an entity authorized to manage the loan whenever required, as well as compliance with banking secrecy, the duty of loyalty, and respect for the interests of the debtor. The Bank of Portugal is the competent authority to supervise the RCGCB, including monitoring compliance with the rules and overseeing assignees and loan managers.
It should also be noted that the RCGCB establishes that the activity of credit managers may only be carried out with prior administrative authorization, to be granted by the Bank of Portugal. The granting of such authorization is subject to a set of requirements, namely the verification of the suitability and adequacy of the members of the management bodies, as well as governance and internal control requirements, including, among others, accounting and risk management procedures that ensure respect for debtors’ rights, appropriate policies regarding the protection and fair and diligent treatment of debtors, adequate and effective procedures to ensure the analysis and handling of complaints submitted by debtors, and data protection.
The new regime for the Credit Responsibility Central (CRC) updates and expands the scope of information to be centralized, including the characterization of transactions and financial, accounting, and risk information, and also revises the mechanisms for reporting to the central system. The Bank of Portugal remains the authority responsible for supervising compliance with the regime, and may, in particular, suspend access to the CRC in case of non-compliance with reporting obligations. The regime also provides for the application of specific sanctions in the event of breach of the duties provided for, ensuring the effectiveness of the regulatory framework.
Finally, Decree-Law No. 103/2025 will enter into force 90 days after its publication.
Click here to access Decree-Law.
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