Corporate Law Update in Belgium: Q2 2026

Belgium corporate law 2026 is moving through a period of meaningful reform. The Belgian Code of Companies and Associations - the Wetboek van vennootschappen en verenigingen, or WVV - continues to be refined through targeted amendments, and regulatory bodies are sharpening their enforcement posture. This guide covers the key legislative changes, notable regulatory developments, and practical implications for founders, directors, and international investors operating in Belgium.

The WVV, which entered into force in stages and replaced the older Companies Code, remains the central instrument governing Belgian corporate life. Recent parliamentary sessions have produced a series of targeted amendments that affect both private limited companies (besloten vennootschap, or BV) and public limited companies (naamloze vennootschap, or NV).

One of the most consequential recent changes concerns the financial plan requirement for newly incorporated companies. Under the amended rules, founders of a BV or NV must submit a more detailed financial plan to the notary at the time of incorporation. The plan must now cover a minimum projection period and include explicit assumptions about revenue, costs, and financing. If the company becomes insolvent within a defined period after incorporation and the financial plan is found to be manifestly inadequate, founders face personal liability. This tightening of the financial plan standard reflects a broader legislative intent to reduce undercapitalised incorporations.

A second legislative development concerns the rules on capital maintenance and distributions. The WVV already introduced a dual test - a net asset test and a liquidity test - for distributions by a BV. Recent guidance from the Belgian Institute of Company Auditors (Instituut van de Bedrijfsrevisoren, or IBR) has clarified how the liquidity test should be applied in practice, particularly for holding companies with complex intercompany structures. Directors who approve distributions without properly applying both tests remain exposed to personal liability for the shortfall.

The rules on conflict of interest for directors have also been refined. Under Articles 7:96 and 5:76 of the WVV, directors must follow a specific procedure when they have a direct or indirect financial interest that conflicts with a decision before the board. Recent case law from the Brussels Court of Appeal has reinforced that this procedure must be followed strictly, even for transactions that appear commercially routine. A common mistake among foreign-owned subsidiaries is treating the conflict-of-interest procedure as a formality rather than a substantive obligation.

The Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen, or KBO/CBE) is the central register for all Belgian legal entities. Recent updates to the CBE';s data quality requirements mean that companies must ensure their registered information - including the identity of directors, registered office, and authorised activities - is accurate and current. Errors or omissions can result in administrative fines and, in some cases, affect the company';s ability to enter into contracts with public bodies.

The National Bank of Belgium (Nationale Bank van België, or NBB) plays a central role in financial reporting oversight. Belgian companies above certain size thresholds must file annual accounts with the NBB';s Central Balance Sheet Office (Centrale der Balansen). The filing deadline for annual accounts is generally seven months after the close of the financial year for most companies. Late filing attracts automatic penalties, and persistent non-compliance can trigger referral to the enterprise court.

The Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten, or FSMA) has increased its scrutiny of corporate governance disclosures by listed companies. In particular, the FSMA has focused on the quality of remuneration reports and the independence assessments of non-executive directors. For listed NVs, the Belgian Corporate Governance Code - the 2020 Code - sets out comply-or-explain obligations, and the FSMA has signalled that it will challenge boilerplate explanations that do not genuinely address the reasons for departure from a Code provision.

In practice, founders should consider that regulatory filings in Belgium involve multiple authorities, each with distinct deadlines and formats. A non-obvious requirement is that changes to the articles of association of a BV or NV must be notarised and then published in the Belgian Official Gazette (Belgisch Staatsblad) within a defined period. Failure to publish in time can affect the enforceability of the amendment against third parties.

Director liability in Belgium has been a recurring theme in recent case law. The WVV introduced a cap on director liability for ordinary management errors, calibrated to the size of the company by reference to turnover and balance sheet total. However, this cap does not apply to fraud, intentional misconduct, or certain specific statutory breaches. Recent decisions from Belgian enterprise courts have clarified the boundary between ordinary management error and gross negligence, with courts examining whether the director applied the standard of a normally prudent and diligent person placed in the same circumstances.

The liability of de facto directors - persons who exercise directorial authority without formal appointment - has also attracted judicial attention. Belgian courts have consistently held that de facto directors are subject to the same liability regime as formally appointed directors. This is particularly relevant for international groups where a parent company or its officers exercise operational control over a Belgian subsidiary without holding formal board positions.

A practical scenario: a foreign group appoints a local manager to run its Belgian BV but retains decision-making authority at group level for all significant transactions. If the Belgian entity encounters financial difficulties, Belgian courts may treat the group';s officers as de facto directors and hold them personally liable for management errors. Many international investors underestimate this risk when structuring their Belgian operations.

A second scenario: a Belgian NV with a two-tier board structure - a management board and a supervisory board - faces a conflict-of-interest situation involving a transaction with a related party. If the management board fails to follow the Article 7:96 procedure and the transaction later proves disadvantageous, both the management board members and, potentially, the supervisory board members who approved the transaction may face liability claims. The procedural requirements are not optional.

If your group is reviewing its Belgian governance arrangements, contact info@vlolawfirm.com. We can help structure the setup correctly the first time.

Belgium';s UBO register (Ultimate Beneficial Owner register) is maintained by the Federal Public Service Finance and is a direct implementation of EU anti-money laundering directives. All Belgian companies, foundations, and certain other entities must register their ultimate beneficial owners - defined as natural persons who ultimately own or control the entity, generally through a threshold of 25% of shares or voting rights.

Recent enforcement activity has focused on the accuracy and completeness of UBO register entries. The competent authority has the power to impose administrative fines for non-registration, late registration, or registration of inaccurate information. A common mistake is failing to update the UBO register when ownership structures change - for example, following a share transfer, a reorganisation, or the death of a beneficial owner. The obligation to update arises within one month of the change.

The anti-money laundering framework in Belgium is governed primarily by the Law of 18 September 2017 on the prevention of money laundering and terrorist financing. This law imposes customer due diligence obligations on a range of obliged entities, including notaries, accountants, and lawyers involved in corporate transactions. For companies themselves, the practical implication is that their professional advisers will require detailed UBO information before completing transactions, and delays in providing accurate UBO data can hold up closings.

Belgian companies with complex ownership chains - particularly those involving trusts, foundations, or entities in non-EU jurisdictions - face heightened scrutiny. In practice, founders should consider preparing a clear ownership chart and keeping it updated, as this will be required at multiple points: incorporation, banking, and any significant corporate transaction.

The Federal Public Service Finance has also clarified that nominee arrangements - where a person holds shares on behalf of another without disclosure - do not satisfy the UBO registration requirement. The actual beneficial owner must be registered, regardless of the formal legal structure used.

Belgian corporate law provides a comprehensive framework for mergers, demergers, and other restructuring transactions, set out in Book 12 and Book 13 of the WVV. A merger by absorption requires, in principle, approval by the general meeting of each participating company, a merger proposal filed with the CBE, and a waiting period during which creditors may object. The process typically takes between two and four months from the filing of the merger proposal to completion, depending on whether creditors exercise their rights.

Cross-border mergers involving Belgian companies and entities from other EU member states are governed by the EU Cross-Border Conversions, Mergers and Divisions Directive, implemented in Belgium through amendments to the WVV. The Belgian implementation requires a pre-merger certificate from the enterprise court confirming that Belgian law requirements have been satisfied before the merger can be registered in the other member state. This certificate process adds time and cost to cross-border transactions.

Asset deals in Belgium do not require the same level of corporate formality as share deals or statutory mergers, but they trigger their own considerations. The transfer of a universality of goods (algemeenheid van goederen) or a branch of activity (bedrijfstak) can be effected by notarial deed and published in the Belgian Official Gazette, with the effect that all assets and liabilities of the transferred unit pass to the acquirer by operation of law. This mechanism - the contribution in kind - is frequently used in Belgian restructurings.

Many underestimate the role of employee information and consultation requirements in Belgian M&A transactions. Under the Law of 11 March 2003 on certain legal aspects of information society services and related legislation, as well as the general framework under the Act on Collective Labour Relations, employees must be informed and, in some cases, consulted before significant structural changes. Failure to comply with these obligations does not invalidate the transaction but can expose the company to claims and delay implementation.

For international buyers, a non-obvious requirement is that Belgian share purchase agreements involving real estate assets held by the target company may trigger additional formalities, including registration duties and, in some cases, a right of pre-emption for certain public bodies. Due diligence on Belgian targets should always include a review of the target';s real estate holdings and any associated encumbrances.

What are the main personal liability risks for directors of Belgian companies under current law?

Belgian directors face personal liability under the WVV for management errors, but the WVV introduced a cap on liability for ordinary errors, scaled to company size. The cap does not apply to fraud, intentional misconduct, or specific statutory breaches such as failure to apply the distribution tests or failure to follow the conflict-of-interest procedure. De facto directors - those who exercise control without formal appointment - are treated identically to formally appointed directors. Foreign group officers who direct Belgian subsidiaries informally should take this seriously. Directors should also be aware that liability for wrongful trading in the period before insolvency is assessed by reference to what a prudent director would have done.

How long does a typical corporate restructuring or merger take in Belgium, and what are the main cost drivers?

A domestic merger by absorption in Belgium generally takes between two and four months from the filing of the merger proposal with the CBE to completion. The timeline extends if creditors exercise their objection rights or if regulatory approvals are required. A cross-border merger involving a non-Belgian EU entity adds further time due to the pre-merger certificate process before the enterprise court. Cost drivers include notarial fees for the merger deed, publication costs in the Belgian Official Gazette, professional fees for legal and financial advisers, and any applicable registration duties. For smaller restructurings, simplified merger procedures under the WVV can reduce both time and cost.

Is it possible to use a Belgian BV for a holding structure, and what are the governance requirements?

A Belgian BV is widely used as a holding vehicle because it offers flexible governance, no minimum capital requirement (though an adequate financial plan is mandatory), and a straightforward distribution mechanism subject to the net asset and liquidity tests. A single-member BV is permitted, making it suitable for wholly owned subsidiaries. Governance requirements include at least one director (who need not be a Belgian resident), annual accounts filed with the NBB, and compliance with UBO registration obligations. For groups with complex ownership, the BV';s articles of association can be tailored to restrict share transfers, create different classes of shares, or grant specific rights to particular shareholders, subject to the limits set by the WVV.

Belgium';s corporate law framework is evolving steadily, with tighter requirements around incorporation, distributions, director liability, and beneficial ownership. International businesses operating in Belgium - whether through subsidiaries, joint ventures, or holding structures - need to stay current with these developments to manage risk and maintain compliance. The WVV provides a modern and flexible foundation, but its practical application requires careful attention to procedure and timing.

VLO Law Firms advises international clients on corporate law matters in Belgium. We can assist with company incorporation, governance structuring, director liability analysis, UBO registration, and M&A transactions. To request a consultation, contact: info@vlolawfirm.com