FFFS 2023:12 Amended: Owner Tests Reach Swedish Consumer Lenders

Finansinspektionen (FI) decided on 13 October 2026 to amend FFFS 2023:12, its regulations on ownership, owner-management and management assessments in certain financial firms. The amending instrument, FFFS 2026:35, enters into force on 20 November 2026. From that date the regulations also cover Swedish firms under FI supervision that grant consumer credit other than housing credit under the Act (2016:1024), which on the same day becomes the Act on Housing Credit Business and Certain Other Consumer Credit (LVBK).

A Swedish company seeking FI authorisation to lend to consumers under the new Chapter 3a of LVBK has to show that its qualifying owners, board and CEO are suitable. From 20 November 2026, FFFS 2023:12 will prescribe the information required for qualifying-owner and management assessments. For subsequent acquisitions, the Annex 1a or 1b application requirement applies where an acquisition creates a qualifying holding, increases an existing qualifying holding to or beyond 20, 30 or 50 per cent of capital or voting rights, or makes the lender a subsidiary. Other transactions may still carry separate notification duties, for example on disposals of holdings (Chapter 14, Sections 3 and 4 LBF).

Related reading: ESMA/EBA Suitability Assessment Guidelines: What the 2026 Consultation Means for Luxembourg Boards

FFFS 2026:35 dates at a glance

• 20 May 2026: FI sends its draft consumer-credit package, including the proposed FFFS 2023:12 amendment, to 29 consultation recipients.
• 4 June 2026: SFS 2026:1022 is issued, amending the Act (2016:1024) and adding Chapter 3a on authorisation for other consumer credit.
• 13 October 2026: FI decides FFFS 2026:35 with its new LVBK regulations and consumer credit guidelines (decision memorandum FI dnr 26-1152).
• 20 November 2026: FFFS 2026:35 enters into force with the Swedish statutory changes implementing Directive (EU) 2023/2225, including the LVBK amendments and the Consumer Credit Act (2026:1011). Member States apply their transposing measures from this date.
• 20 November 2027: the transitional period ends for eligible pre-existing credit granters and intermediaries that have not submitted an authorisation application. Where FI receives an application within the transitional period, the firm may continue operating until that application has been finally decided.

What FFFS 2026:35 rewrites in section 2 and the annexes

FI confirms that FFFS 2026:35 extends the scope of FFFS 2023:12 to Swedish firms under its supervision granting consumer credit other than housing credit, together with editorial changes to Annexes 1a and 1b. Sections 3 to 10 of the existing regulation set out the information requirements for ownership and management assessments.

Point 3 of section 2 used to cover Swedish limited companies and economic associations conducting business under the Act (2016:1024). It now covers Swedish firms under FI supervision that grant or intermediate housing credit, or grant consumer credit other than housing credit, under LVBK. The points on e-money institutions, payment institutions and clearing companies are unchanged.

FI describes the 2026 amendments to Annexes 1a and 1b as editorial changes. Its May 2026 consultation draft included Chapter 3a references in both annexes and retained the term bostadskreditinstitut (housing credit institution) in box 1.1 of draft Annex 1b. Applicants should consult the final published annex when selecting the relevant authorisation or acquisition category.

The suitability standard itself sits in the statute. Section 1 of FFFS 2023:12 confines the regulations to the information a firm and its owners give FI for an ownership, owner-management or management assessment.

Which consumer lenders now file under FFFS 2023:12

The new limb is narrower than the LVBK perimeter. Three distinctions decide it: granting versus intermediating, lending under an existing banking or payments licence, and which supervisor applies.

FI’s projected application volumes for the new authorisation regime are weighted towards credit intermediaries. FI expects around ten applications from credit granters against about 70 from credit intermediaries, and intermediaries carry no owner or management test under Chapter 3a.

The words “under FI supervision” matter because LVBK splits supervision of ancillary lenders and intermediaries, firms that grant or intermediate credit without it being their main business (FI’s subsidiära kreditgivare och kreditförmedlare), between FI and the Swedish Consumer Agency (Konsumentverket). FI’s guidance says firms under Konsumentverket supervision need no authorisation. For credit intermediaries, the smaller-firm classification follows the Swedish Consumer Credit Act (2026:1011), which Chapter 1, Section 6 of LVBK incorporates for the term “smaller firm” (mindre företag). A smaller firm has fewer than 250 employees and annual turnover not exceeding EUR 50 million or an annual balance sheet total not exceeding EUR 43 million. FI’s guidance adds that the criteria are assessed under Commission Recommendation 2003/361/EC in its entirety, so a firm also has to determine whether it is an independent (fristående), partner or linked enterprise; a group subsidiary therefore does not measure its own headcount alone. For credit granters, FI lists interest or certain fees, company size, the invoice period and online versus in-store sales as factors.

Licensed banks and payment firms are the non-example. Chapter 1, Section 2a of LVBK subjects a credit institution, payment institution or e-money institution lending to consumers under its existing licence only to the Chapter 4 rules on honesty, competence, remuneration, advice and documentation (Sections 1 to 9 and 11), and FI’s memorandum states that these institutions do not apply the owner and management provisions in the new rules. Point 3 also names Swedish firms only, so a foreign lender authorised to operate from a Swedish branch under Chapter 3a, Section 5 falls outside it.

From Chapter 3a of LVBK to the FFFS 2023:12 forms

Chapter 3a, Section 2 of LVBK makes authorisation conditional on, among other things, two people tests. Anyone holding or expected to acquire a qualifying holding must be judged suitable to exercise significant influence over management, and board members, the CEO and their deputies must have sufficient insight and experience and be otherwise suitable. A qualifying holding is a direct or indirect holding of 10 per cent or more of capital or votes, or one otherwise enabling significant influence over management, calculated as in Chapter 1, Section 5a of the Banking and Financing Business Act (2004:297) (LBF).

Chapter 3a, Section 3 applies Chapter 2, Section 5 to Swedish credit granters of other consumer credit, which brings in the Chapter 14 LBF assessment of ownership changes in credit institutions. That control of who buys into a lender is a separate track from the regime for material acquisitions made by institutions, covered in our note on CRD VI material acquisitions and the EBA notification regime.

FFFS 2023:12 supplies the content. Section 4 governs an application to acquire shares: Annex 1a for a natural person, Annex 1b for a legal person, and Annex 1c for the board members, CEO and deputies of an acquiring company. For an authorisation application, Section 5 requires sections 1 and 2 of Annex 1a for an individual qualifying owner, or sections 1 and 2 of Annex 1b for a qualifying corporate owner. Annex 1c is additionally required for the relevant board members, CEO and deputies of a corporate owner holding a qualifying interest. FI adopted the amendment under the authority in section 12 of the Ordinance (2016:1033) on housing credit business and certain other consumer credit.

The forms treat a consumer-credit target differently from a payments target. Where an acquisition gives control, the three-year forecast asks for a balance sheet, income statement and key ratios, and its capital adequacy line applies only to payment institution, e-money institution and clearing company targets. Annex 1b separately asks a corporate acquirer for a solvency or capital adequacy calculation where the target will join a group under Chapter 19 of the Insurance Business Act (2010:2043) or a consolidated situation under Article 18 CRR or Article 7 IFR.

Firms already on FI’s register of financial institutions

FI estimates that fewer than ten firms registered as financial institutions under the Act (1996:1006) on certain financial business will need LVBK authorisation.

Registration under the Act (1996:1006) remains a separate requirement where applicable. FI’s May 2026 consultation memorandum notes that owners and managers of some firms registered under that Act have already undergone suitability assessments under FFFS 2023:22. The section 10 exemption may become relevant where information given then corresponds to what FFFS 2023:12 asks for and is still current and correct. Section 10 lets FI decide on exemptions from providing certain information, so the relief depends on an FI decision. Section 2.2 of Annexes 1a and 1b is where an applicant invokes the exemptions: sections 7 and 10, plus section 6 on the 1b form.

Transition: the statutory runway to 20 November 2027

In its response to FI’s May 2026 consultation, SweFinTech argued that transitional provisions were needed for the new categories of firms requiring authorisation (FI decision memorandum, section 2.4). The statutory transition for eligible existing credit granters and intermediaries is established by SFS 2026:1022.

The Act supplies the runway. Under the transitional provisions of SFS 2026:1022, a credit granter or intermediary already conducting, and entitled to conduct, granting or intermediation of other consumer credit at entry into force may continue without LVBK authorisation until 20 November 2027. If FI receives its application within that period, it may continue until the application is finally decided. FI’s guidance adds that firms starting after 20 November 2026 need authorisation before they begin.

Chapter 3a and the amended FFFS 2023:12 take effect on the same day, so an existing lender using the runway appears to file the full owner and management information with its application; this is an interpretation, as the sources do not address it directly. FI expects most applications within six months of entry into force and puts the cost of compiling the information at about SEK 6,504 per owner and the same per member of management.

Frequently Asked Questions

Does a new CEO at an authorised consumer lender trigger a filing?

Section 9, unchanged by FFFS 2026:35, requires a firm within section 2 to file the Annex 2 information when it appoints a new chair, board member, deputy board member, CEO or deputy CEO, or makes other changes to those posts, and to tell FI if the number of board members falls. Its lines for the heads of payment services and e-money issuance apply only to payment and e-money institutions.

A group lends through one subsidiary and intermediates through another. Which one files owner forms?

Only the lending subsidiary, if it is a Swedish firm under FI supervision with Chapter 3a authorisation. Whether the intermediating subsidiary needs its own LVBK authorisation depends on whether it receives compensation for the intermediation and whether it counts as a smaller firm. If it does need authorisation, Chapter 3a, Section 2 disapplies the owner and management conditions for intermediation-only business.

Related Articles

• ESMA/EBA Suitability Assessment Guidelines: What the 2026 Consultation Means for Luxembourg Boards: the joint consultation revising EU fit-and-proper guidelines for boards and key function holders.
• CRD VI Material Acquisitions: The New EBA Notification Regime: EBA standards for notifying material acquisitions, mergers and divisions.
• Sweden Periodic AML Reporting: Preparing for FI’s Updates: FI’s periodic AML reporting under the Money Laundering Act (2017:630).
• Standardrapport (STND) Reporting in Sweden: The Quarterly FI Filing: how Swedish institutions file FFFS 2014:14 quarterly data to FI through Fidac.

Key Takeaways

• Decide which group entity will hold the credit-granting licence: only a Swedish Chapter 3a credit granter under FI supervision enters the new point 3.
• An acquisition that creates a qualifying holding in a Chapter 3a lender, takes it to 20, 30 or 50 per cent, or makes the lender a subsidiary requires an FI acquisition application on Annex 1a or 1b (Chapter 14, Section 1 LBF); disposals and other changes follow separate LBF notification rules.
• FI’s May 2026 draft Annex 1b retained a housing-credit institution label alongside a Chapter 3a reference; applicants should follow the final published form.
• A registered financial institution can invoke the section 10 exemption in section 2.2 of the annex; FI decides whether earlier information still suffices.
• A new chair, board member or CEO at an authorised consumer lender triggers an Annex 2 filing under section 9.

Sources and References

• FI, FFFS 2026:35 register entry: fi.se
• FI, FFFS 2026:35, decided 13 October 2026 (PDF): fi.se
• FI, decision memorandum FI dnr 26-1152 on consumer credit regulations, 13 October 2026 (PDF): fi.se
• FI, FFFS 2023:12 register entry: fi.se
• FI, FFFS 2023:12 consolidated version (PDF): fi.se
• SFS 2026:1022, amending the Act (2016:1024), issued 4 June 2026 (PDF): svenskforfattningssamling.se
• FI, guidance for ancillary credit granters and credit intermediaries (subsidiära kreditgivare och kreditförmedlare): fi.se
• FI, news of 20 May 2026 on the FI and Konsumentverket supervision split: fi.se
• Directive (EU) 2023/2225 on credit agreements for consumers: EUR-Lex
• FI, consultation memorandum on new consumer-credit regulations and general guidance, 20 May 2026 (PDF): fi.se
• FI, consultation draft amending FFFS 2023:12, 20 May 2026 (PDF): fi.se
• Banking and Financing Business Act (2004:297), Chapter 14: riksdagen.se
• Consumer Credit Act (2026:1011), Chapter 1, Section 3: riksdagen.se
• Ordinance (2016:1033) on housing credit business and certain other consumer credit: riksdagen.se

Owner and management files for the first Chapter 3a applications

For a lender preparing a Chapter 3a application, the file to build is sections 1 and 2 of Annex 1a for each individual qualifying owner or Annex 1b for each corporate qualifying owner: identity with a CV or a registration certificate no more than two months old, financial position, the ownership chain before and after, conflicts of interest and the reputation questions, plus Annex 1c for the board members, deputy board members, CEO and the CEO’s deputy of each qualifying corporate owner. FFFS 2023:12 starts governing those files on 20 November 2026.

Disclaimer: The information on RegReportingDesk.com is for educational and informational purposes only. It does not constitute legal, regulatory, tax, or compliance advice. Always consult your compliance officer, legal counsel, or the relevant supervisory authority for guidance specific to your institution.