M&A Update in Belgium: Q1 2026

Belgium';s mergers and acquisitions market has entered a period of notable regulatory and transactional activity. Recent legislative adjustments, updated foreign investment screening rules, and evolving competition enforcement have combined to reshape the deal environment for both domestic and cross-border transactions. This guide covers the key legal and regulatory developments affecting belgium m&a 2026, the practical implications for buyers, sellers and advisers, and the compliance steps that deal teams must now build into their timelines.

The Belgian regulatory framework governing M&A draws on several overlapping bodies of law. The Belgian Code of Companies and Associations - known by its Dutch and French acronyms WVV/CSA - remains the foundational statute for mergers, demergers and share transfers. Alongside it, the Belgian Competition Authority (BCA) enforces merger control under the Economic Law Code, and the federal screening mechanism introduced under the Law on the Screening of Foreign Direct Investments applies to transactions involving strategic sectors.

Recent quarters have seen the BCA sharpen its review of transactions in digital markets, healthcare and energy. The authority has signalled a more interventionist posture, particularly where a transaction involves a buyer with significant existing market share in Belgium or where the target operates critical infrastructure. Deal teams should no longer treat BCA review as a formality in these sectors.

The foreign investment screening regime has also been extended in scope. Transactions that fall below the general merger control thresholds but involve assets in sectors such as telecommunications, semiconductors, financial market infrastructure or defence-adjacent technology are now subject to mandatory pre-closing notification to the Interfederal Screening Committee. Failure to notify can result in a transaction being declared void, making early-stage screening analysis essential.

A non-obvious requirement for many foreign acquirers is that Belgian screening obligations can apply even where the target has no Belgian employees, provided the target holds licences, concessions or data assets located in Belgium. This catches a number of asset deals and IP-heavy transactions that buyers initially assume fall outside the regime.

Belgian merger control applies when a transaction meets the domestic turnover thresholds set out in the Economic Law Code. Where a deal meets EU-level thresholds, the European Commission has exclusive jurisdiction under the EU Merger Regulation, and the BCA';s role is limited. However, a significant share of mid-market Belgian transactions fall below EU thresholds and are reviewed solely by the BCA.

The BCA has recently demonstrated a willingness to open Phase II investigations in transactions where the initial Phase I review raises substantive concerns. Phase I review typically concludes within 40 working days of a complete notification. Phase II can extend the overall review period considerably - by an additional 60 working days or more - which has material implications for deal certainty and financing conditions.

In practice, deal teams should consider the following when assessing BCA risk:

• Market share data for Belgium specifically, not just the broader EU or EEA market.
• The BCA';s published decisional practice in the relevant sector.
• Whether the transaction involves a "killer acquisition" dynamic that the BCA has flagged as a concern.
• The completeness of the notification filing, since the clock does not start until the BCA confirms the filing is complete.

A common mistake among foreign buyers is submitting a notification that mirrors an EU filing without tailoring it to Belgian market data. This leads to requests for additional information, delays the clock start, and can push a straightforward transaction into a longer review period.

The Belgian FDI screening mechanism, introduced by the Law on the Screening of Foreign Direct Investments, applies to acquisitions by non-EU investors and, in certain circumstances, to EU-based investors where the ultimate beneficial owner is located outside the EU. The Interfederal Screening Committee coordinates review across federal and regional competent authorities.

The sectors currently subject to mandatory screening include energy infrastructure, water management, transport infrastructure, digital infrastructure, financial market infrastructure, health and pharmaceutical production, food security, defence and security, artificial intelligence and advanced manufacturing. This list has been interpreted broadly in recent administrative practice.

The screening timeline runs from the date of a complete notification. The Committee has an initial review period of 30 working days, which can be extended by a further 25 working days if the transaction raises concerns. In complex cases involving multiple competent authorities, the total review period can reach several months. Buyers should factor this into long-stop date negotiations and consider whether to seek pre-notification discussions with the Committee before formal filing.

A practical scenario: a US-based private equity fund acquiring a Belgian logistics software company that holds contracts with port authorities would almost certainly trigger screening, even if the target';s annual revenues fall well below merger control thresholds. The combination of digital infrastructure and transport-adjacent operations places the transaction squarely within the screening perimeter.

A second scenario: a German strategic buyer acquiring a Belgian pharmaceutical distributor with no manufacturing operations might initially appear to fall outside the regime. However, if the distributor holds exclusive distribution agreements for critical medicines or operates cold-chain logistics for vaccines, the screening obligation is likely to apply.

Many deal teams underestimate the documentation burden of a screening notification. The Committee requires detailed information on the acquirer';s ownership structure, ultimate beneficial owners, financing sources, and the acquirer';s existing activities in Belgium and the EU. Preparing this documentation in parallel with merger control filings is strongly advisable.

If you are structuring a transaction that may trigger Belgian FDI screening, early legal analysis is essential. Contact info@vlolawfirm.com for guidance on whether your transaction falls within the screening perimeter and how to structure the notification process efficiently. We can help structure the setup correctly the first time.

Belgian employment law imposes specific obligations on acquirers in both share deals and asset deals. In a share deal, the employment contracts of the target';s employees transfer automatically with the company, and the acquirer assumes all existing rights and obligations. In an asset deal or business transfer, the Collective Labour Agreement No. 32bis - implementing the EU Acquired Rights Directive - requires that employment contracts transfer automatically to the acquirer on existing terms.

The information and consultation obligations under CLA No. 32bis are among the most frequently underestimated elements of Belgian M&A transactions. Before a business transfer is finalised, both the transferor and the transferee must inform and consult the relevant employee representative bodies - typically the Works Council or, where none exists, the Trade Union Delegation. This process must be completed before the transfer takes effect, not merely before signing.

Failure to comply with information and consultation obligations does not invalidate the transfer itself, but it exposes both parties to administrative sanctions and can generate significant reputational and industrial relations risk. In practice, the consultation process should be initiated as soon as the transaction is sufficiently certain, which in many cases means shortly after signing of a letter of intent or exclusivity agreement.

Recent BCA and court decisions have also clarified that the transfer of a business unit - even where the unit is not a separately incorporated entity - can trigger CLA No. 32bis obligations if the unit retains its identity after the transfer. This is assessed by reference to factors including the transfer of tangible and intangible assets, the retention of key staff, and continuity of customer relationships.

Due diligence on employment matters should cover collective bargaining agreements applicable to the target, any pending or threatened labour disputes, the structure of variable remuneration and benefit plans, and any golden parachute or change-of-control provisions in senior management contracts. Belgian law places strict limits on severance payments and requires specific procedural steps for dismissals following a transaction.

Completing a Belgian M&A transaction does not end the competition law obligations of the parties. Post-closing integration must respect the boundaries set by the BCA';s clearance decision, which may include behavioural or structural remedies. Breach of remedy conditions can result in significant fines and, in extreme cases, divestiture orders.

The BCA has increased its monitoring of remedy compliance in recent periods. Acquirers who have given commitments - such as maintaining supply agreements with competitors, preserving access to key infrastructure, or divesting specific business lines - should establish internal compliance programmes to track and document adherence. The BCA can conduct unannounced inspections to verify compliance.

Gun-jumping - the premature implementation of a transaction before merger control clearance is obtained - remains an active enforcement priority. Belgian law, aligned with EU practice, prohibits the exchange of competitively sensitive information between the parties and the exercise of decisive influence over the target before clearance. Clean team arrangements and information barriers should be established at the outset of any transaction subject to merger control review.

A common mistake in mid-market transactions is treating the period between signing and closing as an opportunity to begin operational integration. Even where the parties are confident of clearance, pre-closing integration steps that go beyond ordinary course of business can constitute gun-jumping. Legal advice on permissible pre-closing cooperation should be obtained early.

Post-closing, the acquirer must also assess whether the combined entity';s market position gives rise to dominance in any Belgian market. Dominant companies face additional obligations under the Economic Law Code, including restrictions on pricing practices, refusal to deal, and exclusivity arrangements. A transaction that creates or strengthens dominance in a Belgian market will attract ongoing BCA scrutiny even after clearance.

Cross-border M&A transactions involving Belgian targets require careful attention to several structural choices that affect both legal risk and tax efficiency. The WVV/CSA provides for a range of transaction structures, including statutory mergers, partial demergers, contributions in kind, and share-for-share exchanges. Each structure has distinct legal, tax and regulatory implications.

A statutory merger under Belgian law requires notarial involvement, publication in the Belgian Official Gazette (Belgisch Staatsblad/Moniteur belge), and a waiting period of at least two months from publication before the merger can take effect. This timeline must be built into deal schedules. The notary';s role is not merely administrative - the notary verifies legal compliance and can raise objections that delay the process.

For private equity transactions, the acquisition of a Belgian target through a Belgian holding company (a NewCo established as a BV/SRL or NV/SA) is a common structure. This allows the acquirer to benefit from the Belgian participation exemption regime, under which dividends and capital gains on qualifying shareholdings are largely exempt from Belgian corporate income tax. The conditions for the participation exemption - including minimum shareholding thresholds and holding period requirements - should be verified at the structuring stage.

Representations and warranties insurance has become increasingly standard in Belgian M&A transactions, particularly in private equity-driven deals. Belgian law does not impose specific requirements on W&I insurance, but the interaction between insurance coverage and the seller';s liability cap under the share purchase agreement requires careful drafting. Belgian courts have generally upheld contractual liability limitations, provided they do not exclude liability for fraud or wilful misconduct.

In practice, founders should consider that Belgian notarial fees and registration duties can add meaningful costs to certain transaction structures. Asset deals involving real property attract registration duties at rates that vary by region - Brussels, Flanders and Wallonia each apply different rates. This regional variation is a non-obvious cost driver that affects the choice between an asset deal and a share deal.

What are the main regulatory approvals required to close an M&A transaction in Belgium?

The approvals required depend on the size and nature of the transaction. Transactions meeting Belgian or EU merger control thresholds require clearance from the BCA or the European Commission respectively before closing. Transactions involving non-EU acquirers - or EU acquirers with non-EU ultimate beneficial owners - in strategic sectors require notification to and clearance from the Interfederal Screening Committee under the FDI screening law. In addition, sector-specific regulators may need to approve a change of control in regulated businesses such as banks, insurers, telecoms operators or energy companies. Deal teams should map all required approvals at the outset and sequence the notification processes to avoid unnecessary delays.

How long does a typical Belgian M&A transaction take from signing to closing, and what drives the timeline?

A straightforward share deal with no regulatory approvals can close within a few weeks of signing, subject to satisfaction of conditions precedent. Where BCA merger control review is required, Phase I adds at least 40 working days from a complete notification, and Phase II can add a further 60 working days or more. FDI screening adds 30 to 55 working days from a complete notification. Statutory mergers under the WVV/CSA require a minimum two-month waiting period after publication. The most common cause of timeline overruns is incomplete regulatory filings, which reset or pause the review clock. Experienced legal counsel familiar with Belgian regulatory practice can significantly reduce the risk of delays.

Is a Belgian share deal or asset deal generally preferable for a foreign acquirer?

The choice depends on the acquirer';s objectives, the target';s liability profile, and the tax position of both parties. A share deal transfers the entire legal entity, including all historical liabilities, which makes thorough due diligence essential. An asset deal allows the acquirer to select specific assets and liabilities, but triggers registration duties on real property and may require third-party consents for the transfer of contracts. From a tax perspective, share deals can benefit from the participation exemption on future dividends and exit gains, while asset deals may allow the acquirer to step up the tax basis of acquired assets. Belgian regional variations in registration duties make the asset deal vs share deal analysis particularly important where the target holds real property in Belgium.

Belgium';s M&A environment in the current quarter reflects a broader trend toward more active regulatory oversight, expanded FDI screening and heightened competition enforcement. Deal teams that build regulatory analysis into the earliest stages of transaction planning - rather than treating approvals as a closing formality - will be better positioned to manage timelines, negotiate appropriate conditions precedent, and avoid the sanctions that flow from non-compliance.

VLO Law Firms advises international clients on M&A matters in Belgium. We can assist with regulatory mapping, merger control and FDI screening notifications, employment law compliance, transaction structuring and due diligence. To request a consultation, contact: info@vlolawfirm.com