The Bank Recovery and Resolution (No. 2) Order 2014

[^key-80b9bd77b39c5d8f6c63d61edefabd01]: Art. 123(8) omitted (1.1.2026) by virtue of The Bank Recovery and Resolution (Amendment) Regulations 2025 (S.I. 2025/862), regs. 1(2), 2(3)(c)

[^key-ec395099b1ba661b29eed7818c4bc2eb]: Words in art. 125(2) inserted (1.1.2026) by The Bank Recovery and Resolution (Amendment) Regulations 2025 (S.I. 2025/862), regs. 1(2), 2(4)(a)

[^key-3392fa68a0af15ddb06006741ba7fff3]: Words in art. 125(2) inserted (1.1.2026) by The Bank Recovery and Resolution (Amendment) Regulations 2025 (S.I. 2025/862), regs. 1(2), 2(4)(b)

[^key-ed8840b360f770e79f167c535a534326]: Art. 126(2A)-(2D) inserted (1.1.2026) by The Bank Recovery and Resolution (Amendment) Regulations 2025 (S.I. 2025/862), regs. 1(2), 2(5)(a)

[^key-7ae2a922ae1b9a325cb3b90da4491bf5]: Words in art. 126(8)(a)(ii) inserted (1.1.2026) by The Bank Recovery and Resolution (Amendment) Regulations 2025 (S.I. 2025/862), regs. 1(2), 2(5)(b)(i)

[^key-049e059ae7653b24000df9f21005e460]: Words in art. 126(8)(a)(vi) substituted (1.1.2026) by The Bank Recovery and Resolution (Amendment) Regulations 2025 (S.I. 2025/862), regs. 1(2), 2(5)(b)(ii)

[^key-808dea7e37ae7c7f3a52bfe5932a72a8]: Art. 135(2A)-(2D) inserted (1.1.2026) by The Bank Recovery and Resolution (Amendment) Regulations 2025 (S.I. 2025/862), regs. 1(2), 2(6)

Modified application of the Companies Act 2006 (shareholders’ rights)

220A

• (1) The provisions of the Companies Act 2006 concerning the rights of shareholders to call general meetings and to amend the articles of association of the company apply to traded companies to which Part 1 of the Banking Act 2009 applies with the following modifications.

• (2) “Traded company” has the meaning given in section 360C of the Companies Act 2006.

• (3) Section 21 (amendment of articles) has effect as if, after subsection (3) there were inserted—

(4) A traded company (within the meaning of section 360C) to which Part 1 of the Banking Act 2009 applies may also amend its articles in accordance with section 307B.

• (4) Section 307A (notice required of general meeting: certain meetings of traded companies), has effect as if, at the beginning of subsection (1), there were inserted “Subject to section 307B,”.

• (5) Part 13 (resolutions and meetings) has effect as if after section 307A there were inserted—

(307B) (1) Where the conditions in subsections (2) and (3) are satisfied, the members of a traded company to which Part 1 of the Banking Act 2009 applies may, by a resolution passed at a general meeting by a majority of two-thirds of those voting in person or by proxy— (a) require the company to call a general meeting to pass a resolution to increase the company’s share capital, provided that the meeting is to be called by notice of at least 10 days; (b) amend the company’s articles of association to permit a general meeting to be called to consider a proposal to increase the company’s share capital by notice of at least 10 days. (2) The condition in this subsection is satisfied if— (a) the company has infringed, or is likely in the near future to infringe— (i) a relevant requirement within the meaning of section 204A of the Financial Services and Markets Act 2000; or (ii) a requirement imposed by or under Articles 3 to 7, 14 to 17 or 24 to 26 of Regulation (EU) No 600/2014 of 15th May 2014 of the European Parliament and of the Council on Markets in Financial Instruments; or (b) the conditions for appointment of a temporary manager under section 71C(1) of the Financial Services and Markets Act 2000 (temporary manager) are met in relation to the company. (3) The condition in this subsection is satisfied if an increase in the share capital of the company is necessary to prevent the conditions in section 7 of the Banking Act 2009 for the exercise of the stabilisation powers provided for in Part 1 of that Act being met in relation to the company.

Report on substantive impediments to the resolvability of group entities

75A

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Suspension of requirement to draw up or review group resolution plan

Determining remedial measures

Joint decision on impediments to group resolvability and remedial measures

Failure to reach joint decision: disagreement by the Bank with joint proposals

Failure to reach joint decision: agreement by the Bank with joint proposals

References to EBA

Requesting the assistance of EBA

Timing of assessment of plan

Publication of information concerning group financial support agreements

98A

The PRA and the FCA may each make technical standards relating to the form and content of any description of entry into a group financial support agreement which the directors of a UK group entity are required to publish by rules made by the PRA or the FCA under Part 9A of FSMA.

Revocation of authorised agreement

Obligation to provide annual report

Waiver of application of Chapter 4 ...

Determinations under section 6A and 81AA of the Banking Act 2009: preliminary steps for UK group entities

PART 11A — Contractual recognition of bail-in

Contractual recognition of bail-in: technical standards

156A

• (1) The Bank may make technical standards relating to requirements concerning the contractual recognition of bail-in.

• (2) Technical standards under paragraph (1) may include provision specifying—

• (a) liabilities that must be excluded from these requirements; or

• (b) the content of the contractual term that is comprised in these requirements.

• (3) In exercising its functions under this article the Bank must take into account the different business models of banks.

Notifications under articles 182, 183 and 184

184A

• (1) The PRA and the FCA may each make technical standards specifying the procedures for, and contents of notifications under article 182 or 183(1) in circumstances where it is the regulator.

• (2) The Bank may make technical standards specifying—

• (a) the procedures for, and contents of notifications under article 183(2); or

• (b) the procedures for sending documents under article 184.

SCHEDULE A1 — Information to be contained in a recovery plan or group recovery plan

1

In this Schedule—

• (a) “entity” means, in relation to the drawing up of —

• (i) a recovery plan for an institution, the institution;

• (ii) a group recovery plan for a relevant group, the group entities;

• (b) except where provision is made to the contrary, “plan” means a recovery plan or a group recovery plan.

2

A plan must include—

• (a) a summary of its key elements and a summary of the overall capacity of the entity to restore its financial position following a significant deterioration;

• (b) a summary of any material changes to the entity, including any change to its legal or organisational structure or its business or financial position, which has occurred since the date on which the plan was last revised;

• (c) a communication and disclosure plan outlining how the entity intends to manage any potentially negative market reactions;

• (d) a range of capital and liquidity actions required to maintain or restore the viability and financial position of the entity;

• (e) an estimation of the time required for the execution of each material aspect of the plan;

• (f) a detailed description of any material impediment to the effective and timely execution of the plan, including consideration of the impact on the rest of the group (where applicable), customers and counterparties;

• (g) identification of critical functions;

• (h) a detailed description of the processes for determining the value and marketability of the core business lines, operations and assets of the entity;

• (i) a detailed description of how recovery planning is integrated into the corporate governance structure of the entity as well as the policies and procedures governing the approval of the plan and identification of the persons in the organisation responsible for preparing and implementing the plan;

• (j) arrangements and measures to conserve or restore the entity's own funds;

• (k) arrangements and measures to ensure that the entity has adequate access to contingency funding sources, including potential liquidity sources, an assessment of available collateral and an assessment of the possibility of transferring liquidity across group entities and business lines, to ensure that it can continue to carry out its operations and meet its obligations as they fall due;

• (l) arrangements and measures to reduce risk and leverage;

• (m) arrangements and measures to restructure liabilities;

• (n) arrangements and measures to restructure business lines;

• (o) arrangements and measures necessary to maintain continuous access to financial markets infrastructures;

• (p) arrangements and measures necessary to maintain the continuous functions of the entity's operational processes, including infrastructure and information technology services;

• (q) preparatory arrangements to facilitate the sale of assets or business lines in a time-frame appropriate for the restoration of financial soundness;

• (r) any other management actions or strategies to restore financial soundness and the anticipated financial effect of those actions or strategies;

• (s) preparatory measures that the entity has taken or plans to take in order to facilitate the implementation of the plan, including those necessary to enable the timely recapitalisation of the entity;

• (t) a framework of indicators which identifies the points at which appropriate actions referred to in the plan may be taken.

3

The plan must provide for measures to be taken by the entity to restore its financial position following a significant deterioration of its financial situation.

4

In drawing up the plan the entity must not assume any access to or receipt of extraordinary public financial support.

5

The plan must include, where applicable, an analysis of the conditions under which the entity may apply for the use of the Bank's facilities.

6

The analysis must identify the assets of the entity which would be expected to qualify as collateral for the use of the Bank's facilities.

7

The plan must include possible measures which could be taken by the entity where the conditions for early intervention are met.

8

The plan must include appropriate conditions and procedures to ensure the timely implementation of recovery actions as well as a wide range of recovery options.

9

The plan must contemplate a range of scenarios of severe macroeconomic and financial stress relevant to the entity's specific conditions including system-wide events and stress specific to individual legal persons and to groups.

10

The plan must provide evidence that the management body of the entity has assessed and approved it before submitting it to the appropriate regulator.

11

The plan must include an appropriate framework of indicators established by the entity which identifies the points at which appropriate actions referred to in the plan may be taken.

12

The indicators may be of a qualitative or quantitative nature relating to the entity's financial position and shall be capable of being monitored easily.

13

The plan must provide details of appropriate arrangements which the entity has put in place for the regular monitoring of the indicators.

14

An entity may—

• (a) take action under its plan where the relevant indicator has not been met, but where the management body of the entity considers action to be appropriate in the circumstances; or

• (b) refrain from taking such an action where the relevant indicator has been met, but the management body of the entity does not consider action to be appropriate in the circumstances.

15

The entity must without delay notify the appropriate regulator of a decision under paragraph 14(a) or (b).

4

In this Schedule, “group resolution” means—

• (a) the taking of resolution action at the level of—

• (i) a parent undertaking; or

• (ii) an institution,

which forms part of a group that is subject to consolidated supervision in accordance with the capital requirements regulation and CRR rules; or

• (b) the co-ordination of the application of resolution tools and the exercise of resolution powers by the Bank in relation to resolution entities that meet the conditions for resolution.

SCHEDULE 2A — Additional information which may be required for the purposes of a resolution plan or group resolution plan

1

In this Schedule, “entity” means in relation to the drawing up of—

• (a) a resolution plan for an institution, the institution;

• (b) a group resolution plan for a relevant group, the group entities.

2

The additional information referred to in article 8(3)(a) is as follows—

• (a) a detailed description of the entity's organisational structure including a list of all legal persons contained in this structure;

• (b) identification of the direct holders and the percentage of voting and non-voting rights of each legal person;

• (c) the location, jurisdiction of incorporation, licensing and senior management of each legal person;

• (d) a mapping of the entity's critical operations and core business lines including material asset holdings and liabilities relating to such operations and business lines, by reference to legal persons;

• (e) a detailed description of the components of the entity's liabilities, separating, as a minimum by types and amounts of short-term and long-term debt, secured, unsecured and subordinated liabilities;

• (f) details of those liabilities of the entity that are eligible liabilities;

• (g) an identification of the processes needed to determine to whom the entity has pledged collateral, the person that holds the collateral and the jurisdiction in which the collateral is located;

• (h) a description of the off-balance sheet exposures of the entity, including a mapping to its critical operations and core business lines;

• (i) the material hedges of the entity including a mapping to legal persons;

• (j) identification of the major or most critical counterparties of the entity as well as an analysis of the impact of the failure of major counterparties in the entity's financial situation;

• (k) each system on which the entity conducts a material number or value amount of trades, including a mapping to the entity's legal persons, critical operations and core business lines;

• (l) each payment, clearing or settlement system of which the entity is directly or indirectly a member, including a mapping to the entity's legal persons, critical operations and core business lines;

• (m) a detailed inventory and description of the key management information systems, including those for risk management, accounting and financial and regulatory reporting used by the entity, including a mapping to the entity's legal persons, critical operations and core business lines;

• (n) an identification of the owners of the systems identified in paragraph (m), related service level agreements and any software and systems or licences, including a mapping to their legal entities, critical operations and core business lines;

• (o) an identification and mapping of the legal persons and interconnections and interdependencies among the different legal persons such as—

• (i) common or shared personnel, facilities and systems;

• (ii) capital, funding or liquidity arrangements;

• (iii) existing or contingent credit exposures;

• (iv) cross guarantee agreements, cross-collateral arrangements, cross-default provisions and cross-affiliate netting arrangements;

• (v) risks transfers and back-to-back trading arrangements and service level agreements;

• (p) the competent authority for each legal person;

• (q) the member of the management body responsible for providing the information necessary to prepare the plan as well as those responsible, if different, for the different legal persons, critical operations and core business lines;

• (r) a description of the arrangements that the entity has in place to ensure that, in the event of resolution, the Bank will have all the necessary information, as determined by the Bank, for applying the resolution tools and resolution powers;

• (s) all the agreements entered into by the entity with third parties the termination of which may be triggered by a decision of the authorities to apply a resolution tool and whether the consequences of termination may affect the application of the resolution tool;

• (t) a description of possible liquidity sources for supporting resolution; and

• (u) information on asset encumbrance, liquid assets, off-balance sheet activities, hedging strategies and booking practices.

SCHEDULE 2B — Matters that the Bank is to consider when assessing resolvability

1

In this Schedule—

• (a) “back-to-back transaction” means a transaction entered into between two group entities for the purpose of transferring, in whole or in part, the risk generated by another transaction entered into between one of those group entities and a third party;

• (b) “entity” means, in relation to an assessment of resolvability of—

• (i) an institution in accordance with article 60(2)(a), the institution;

• (ii) a relevant group in accordance with article 62(3)(a), the group entities;

• (c) “intra-group guarantee” means a contract by which one group entity guarantees the obligations of another group entity to a third party.

2

The matters referred to in articles 60(2)(a) and 62(3)(a) are—

• (a) the extent to which the entity is able to map core business lines and critical operations to legal persons;

• (b) the extent to which legal and corporate structures are aligned with core business lines and critical operations;

• (c) the extent to which there are arrangements in place to provide for essential staff, infrastructure, funding, liquidity and capital to support and maintain the core business lines and the critical operations;

• (d) the extent to which the service agreements that the entity maintains are fully enforceable in the event of resolution of the entity;

• (e) the extent to which the governance structure of the entity is adequate for managing and ensuring compliance with the entity's internal policies with respect to its service level agreements;

• (f) the extent to which the entity has a process for the transition of the services provided under service level agreements to third parties in the event of the separation of critical functions or of core business lines;

• (g) the extent to which there are contingency plans and measures in place to ensure continuity in access to payment and settlement systems;

• (h) the adequacy of the management information systems in ensuring that the Bank is able to gather accurate and complete information regarding the core business lines and critical operations so as to facilitate rapid decision making;

• (i) the capacity of the management information systems to provide the information essential for the effective resolution of the entity at all times even under rapidly changing conditions;

• (j) the extent to which the entity has tested its management information systems under stress scenarios as defined by the Bank;

• (k) the extent to which the entity can ensure the continuity of its management information systems both for the affected entity and the new entity in the case that the critical operations and core business lines are separated from the rest of the operations and business lines;

• (l) the extent to which the entity has established adequate processes to ensure that it provides the Bank with the information necessary to identify depositors and the amounts covered by the Financial Services Compensation Scheme established under Part 15 of FSMA in respect of deposits;

• (m) where the entity uses intra-group guarantees, the extent to which those guarantees are provided at market conditions and the risk management systems concerning those guarantees are robust;

• (n) where the entity engages in back-to-back transactions, the extent to which those transactions are performed at market conditions and the risk management systems concerning those transactions practices are robust;

• (o) the extent to which the use of intra-group guarantees or back-to-back booking transactions increases contagion across the group;

• (p) the extent to which the legal structure of the group inhibits the application of the resolution tools as a result of the number of legal persons, the complexity of the group structure or the difficulty in aligning business lines to group entities;

• (q) the amount and type of eligible liabilities of the entity;

• (r) where the assessment involves a mixed activity holding company, the extent to which the resolution of group entities that are institutions or financial institutions could have a negative impact on the non-financial part of the group;

• (s) the existence and robustness of service level agreements;

• (t) whether authorities in third countries have the resolution tools necessary to support resolution actions by the Bank, and the scope for coordinated action between the Bank and authorities in third countries.

• (u) the feasibility of using resolution tools in such a way which meets the resolution objectives, given the resolution tools available and the entity's structure;

• (v) the extent to which the group structure allows the Bank to resolve the whole group or one or more of its group entities without causing a significant direct or indirect adverse effect on the financial system, market confidence or the economy and with a view to maximising the value or the group as a whole;

• (w) the arrangements and means through which resolution could be facilitated in the case of groups that have subsidiaries established in different jurisdictions;

• (x) the credibility of using resolution tools in such a way which meets the resolution objectives, given possible impacts on creditors, counterparties, customers and employees and possible actions that authorities in third countries may take;

• (y) the extent to which the impact of the entity's resolution on the financial system and on confidence in financial markets can be adequately evaluated;

• (z) the extent to which the resolution of the entity could have a significant direct or indirect adverse effect on the financial system, market confidence or the economy;

• (aa) the extent to which contagion to other institutions or to the financial markets could be contained through the application of the resolution tools and powers; and

• (bb) the extent to which the resolution of the entity could have a significant effect on the operation of payment and settlement systems.