Corporate Law Update in Belgium: Q4 2025

Belgium corporate law 2025 entered its final quarter with a cluster of legislative refinements, regulatory clarifications, and notable court decisions that affect how companies are formed, governed, and wound down. The Belgian Code of Companies and Associations - the Wetboek van vennootschappen en verenigingen, commonly abbreviated as the WVV - remains the central framework, but recent amendments and implementing decrees have introduced meaningful changes to capital rules, director liability, and digital filing obligations. This guide maps the key developments, explains their practical consequences for domestic and foreign-owned businesses, and highlights the steps management teams should take in response.

The most consequential legislative activity in the final quarter centred on targeted amendments to the WVV that were adopted by the Belgian federal parliament and published in the Belgian Official Gazette, the Belgisch Staatsblad / Moniteur belge. The changes touched three distinct areas: the rules governing the private limited liability company (besloten vennootschap / société à responsabilité limitée, BV/SRL), the accountability framework for directors of public limited companies (naamloze vennootschap / société anonyme, NV/SA), and the procedural requirements for mergers and demergers.

For the BV/SRL, the amendments clarified the financial plan requirement that founders must submit to a notary at incorporation. The financial plan must now cover a minimum projection period and address specific stress scenarios. In practice, founders who previously submitted brief, formulaic plans are now expected to provide a more substantive document. Notaries have begun applying stricter scrutiny, and several early filings were returned for revision. Foreign entrepreneurs incorporating a BV/SRL should treat the financial plan as a substantive exercise rather than a formality.

The NV/SA director liability provisions were tightened in a way that narrows the circumstances under which a director can invoke the statutory liability cap introduced by the earlier WVV reform. The cap - which limits personal liability to a band determined by the company';s average turnover and balance sheet total - no longer applies where a court finds gross negligence combined with a pattern of repeated conduct. This is a meaningful shift: previously, a single instance of gross negligence could still attract the cap. The amendment aligns Belgian law more closely with the position taken by the Brussels Court of Appeal in a series of decisions handed down over the past two years.

Merger and demerger procedures were also updated to implement the EU Mobility Directive more fully. The directive, which Belgium had partially transposed in earlier legislation, requires enhanced creditor protection notices and a specific board report addressing the interests of employees and minority shareholders. The Q4 amendments filled gaps in the earlier transposition, particularly around cross-border mergers involving Belgian companies and counterparts in other EU member states. Companies planning a cross-border restructuring in the near term should review whether their board reports and creditor notice timelines comply with the updated requirements.

Beyond parliament, two regulatory bodies drove significant practical change during the quarter. The Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen / Banque-Carrefour des Entreprises, KBO/BCE) updated its technical specifications for electronic filing, and the National Bank of Belgium (Nationale Bank van België / Banque Nationale de Belgique, NBB) issued revised guidance on the annual accounts filing obligations that apply to large and very large companies.

The KBO/BCE changes are largely procedural but have real operational consequences. The updated specifications require that certain corporate acts - including amendments to articles of association and changes to the composition of the board - be submitted in a structured XML format rather than as scanned PDF documents. The transition period for existing filers runs until mid-next year, but companies that have recently incorporated or that are planning a structural change should adopt the new format immediately to avoid rejection. Notaries and company secretaries who handle filings on behalf of clients need to update their workflow tools accordingly.

The NBB guidance on annual accounts is more substantive. Large companies and groups that prepare consolidated accounts under Belgian GAAP (the Belgian Generally Accepted Accounting Principles, as codified in the Royal Decree on the accounting framework) must now include additional narrative disclosures on related-party transactions and on the use of estimates in areas such as asset impairment and provisions. The guidance does not have the force of law, but the NBB has signalled that it will use these standards as a benchmark when reviewing filings and when exercising its supervisory powers over listed entities. Audit committees and chief financial officers should treat the guidance as effectively binding.

A non-obvious requirement that has caught several companies off guard is the interaction between the new KBO/BCE XML filing rules and the requirement under the WVV to publish certain acts in the annexes to the Belgian Official Gazette. The two systems are not yet fully synchronised, which means that a filing accepted by the KBO/BCE may still require a separate publication step. Companies that assume one filing satisfies both obligations risk a gap in their corporate record that can complicate later transactions or due diligence processes.

The Belgian courts produced several decisions in Q4 that clarify - and in some cases extend - the liability exposure of directors and controlling shareholders. Three decisions merit particular attention for companies with international ownership structures.

The Brussels Enterprise Court (Ondernemingsrechtbank Brussel / Tribunal de l';entreprise de Bruxelles) issued a judgment addressing the liability of a de facto director - a person who exercises directorial functions without holding a formal appointment. The court confirmed that Belgian law imposes the same duties and the same liability exposure on de facto directors as on formally appointed ones. The practical implication for international groups is significant: a parent company executive who regularly instructs the Belgian subsidiary';s management, approves budgets, and represents the company in negotiations may be treated as a de facto director. This is not a new legal principle, but the judgment applied it to a fact pattern that closely resembles common group management arrangements, making it a useful reference point.

The Ghent Court of Appeal addressed the liability of a majority shareholder that had caused the company to enter into a series of transactions on terms unfavourable to minority shareholders. The court applied the abuse of majority doctrine - a principle rooted in Belgian company law and reinforced by the WVV - to award damages to the minority. The judgment is notable because it quantified the harm by reference to the price at which an independent third party would have transacted, rather than relying solely on the company';s book values. Majority shareholders in closely held Belgian companies should review related-party transaction policies in light of this decision.

A third decision, from the Liège Enterprise Court, concerned the wrongful trading concept - the obligation on directors to file for insolvency or initiate restructuring proceedings when the company is insolvent or likely to become so. The court found that directors who delayed filing for judicial reorganisation (gerechtelijke reorganisatie / réorganisation judiciaire) by approximately four months had caused additional harm to creditors and were personally liable for the incremental loss. The four-month window is not a statutory safe harbour; the court assessed the facts as they were known to the directors at the time. This decision reinforces the importance of regular solvency monitoring and prompt action when warning signs appear.

If your company has directors or shareholders whose roles may be affected by these decisions, a review of governance arrangements is advisable. Contact info@vlolawfirm.com - we can help structure the setup correctly the first time.

The EU Corporate Sustainability Reporting Directive (CSRD) continued to generate compliance activity in Belgium during Q4. The directive was transposed into Belgian law through an amendment to the Code of Economic Law and a series of Royal Decrees, and the first wave of large public-interest entities began preparing their inaugural sustainability reports under the new framework.

The Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten / Autorité des services et marchés financiers, FSMA) issued interpretive guidance on the double materiality assessment that companies must conduct before determining which sustainability topics to report on. Double materiality requires companies to assess both the impact of their activities on people and the environment, and the impact of sustainability factors on the company';s financial performance. The FSMA guidance clarified that the assessment must be documented and that the documentation must be available for review by the statutory auditor. Companies that treated the assessment as an internal exercise without formal documentation are now at risk of a qualified audit opinion.

For medium-sized listed companies - those that fall into the second wave of CSRD applicability - the Q4 period was a preparation phase. These companies are expected to begin reporting in the coming reporting cycle, and the Belgian Institute of Registered Auditors (Instituut van de Bedrijfsrevisoren / Institut des Réviseurs d';Entreprises, IBR/IRE) published practical guidance on the limited assurance engagement that auditors will perform on sustainability disclosures. The guidance emphasises that auditors will focus on the robustness of the data collection process and the consistency between the sustainability report and the financial statements.

A common mistake among Belgian subsidiaries of international groups is to assume that the parent';s group-level CSRD report satisfies the Belgian subsidiary';s own reporting obligations. This is not always the case. Where the Belgian entity qualifies as a large company or a public-interest entity in its own right, it may have standalone reporting obligations that cannot be discharged by reference to the group report. Legal counsel and auditors should be consulted to determine the correct approach for each entity in a group structure.

Foreign investors and multinational groups operating through Belgian entities face a specific set of compliance challenges arising from the Q4 developments. The combination of stricter financial plan requirements for new BV/SRL incorporations, tightened director liability rules, updated digital filing obligations, and CSRD reporting duties creates a compliance environment that rewards proactive governance.

For companies in the incorporation or restructuring phase, the revised financial plan standards mean that the notarial process will take longer and require more substantive input from management. Founders should budget additional time - typically one to two weeks more than under the previous practice - and engage a financial adviser or lawyer to prepare the plan before the notarial appointment.

For established companies, the de facto director decisions and the wrongful trading judgment from Q4 are the most immediately actionable developments. International groups should audit the actual decision-making patterns within their Belgian subsidiaries to identify individuals who may be exercising de facto directorial functions. Where such individuals are identified, the group should either formalise their appointment - which brings them within the statutory liability framework but also gives them access to D&O insurance - or restructure the decision-making process to ensure that formal directors exercise genuine independent judgment.

The KBO/BCE XML filing transition is a practical matter that can be delegated to a company secretary or external counsel, but it requires a clear project owner and a defined timeline. Companies that allow the transition to drift risk having corporate acts that are filed in the old format rejected after the transition deadline, which can create gaps in the corporate record at precisely the moment when a transaction or regulatory review requires a clean filing history.

In practice, founders and group treasury teams should also consider the interaction between the updated NBB guidance on annual accounts and the transfer pricing documentation requirements that apply to intra-group transactions. Belgium';s transfer pricing rules - codified in the Income Tax Code and supplemented by Royal Decrees - require large companies to maintain a master file, a local file, and, where applicable, a country-by-country report. The NBB';s new related-party transaction disclosure requirements in the annual accounts create a second layer of documentation that must be consistent with the transfer pricing file. Inconsistencies between the two sets of documents can attract scrutiny from both the tax authorities and the NBB.

Many underestimate the time required to align the annual accounts disclosures with the transfer pricing documentation, particularly where intra-group transactions are numerous or complex. Starting this reconciliation exercise early in the financial year - rather than at the accounts preparation stage - significantly reduces the risk of last-minute corrections.

What are the main practical consequences of the revised financial plan requirements for a new BV/SRL?

The revised requirements mean that the financial plan submitted to the notary at incorporation must be more detailed and must address specific stress scenarios. In practice, this increases the preparation time and the cost of incorporation, since a more substantive financial analysis is needed. Notaries are applying stricter scrutiny and returning plans that do not meet the new standard. Foreign founders who are accustomed to a lighter-touch process in other jurisdictions should engage a local adviser early. The financial plan also has legal significance beyond incorporation: if the company becomes insolvent within three years, the plan can be used as evidence in a director liability claim.

How long does it take to complete a cross-border merger involving a Belgian company under the updated rules?

The timeline for a cross-border merger has lengthened slightly as a result of the Q4 amendments implementing the EU Mobility Directive. The process typically involves a board report, a creditor notice period, an employee information procedure, and a notarial deed, followed by registration with the KBO/BCE and publication in the Belgian Official Gazette. End to end, a straightforward cross-border merger takes a minimum of two to three months from the date the board approves the merger plan, and more complex transactions - particularly those involving employee co-determination rights or contested creditor claims - can take considerably longer. Companies should factor this timeline into transaction planning and avoid signing binding completion conditions that assume a shorter process.

Can a Belgian subsidiary rely on its parent company';s CSRD sustainability report to satisfy its own reporting obligations?

Not automatically. Whether a Belgian subsidiary can rely on a group-level report depends on whether the subsidiary itself qualifies as a large company or a public-interest entity under Belgian law. Where the subsidiary meets the relevant thresholds independently, it has its own reporting obligations that must be satisfied. The Belgian transposition legislation and the FSMA guidance allow for some consolidation of reporting within a group, but the conditions are specific and must be assessed entity by entity. Companies that assume group-level compliance covers all Belgian entities without conducting this analysis are exposed to regulatory risk, including potential sanctions from the FSMA.

The Q4 developments in Belgian corporate law represent a meaningful tightening of governance, reporting, and liability standards across several dimensions. Companies that adapt their internal processes - particularly around financial planning, director appointment, digital filing, and sustainability reporting - will be well positioned for the period ahead. Those that treat these changes as administrative noise risk accumulating compliance gaps that become costly to resolve.

VLO Law Firms advises international clients on corporate law matters in Belgium. We can assist with company incorporation, director liability reviews, cross-border merger procedures, CSRD compliance structuring, and KBO/BCE filing obligations. To request a consultation, contact: info@vlolawfirm.com