M&A Update in Belgium: Q2 2026

Belgium M&A activity continues to evolve under a combination of updated corporate law provisions, tightened foreign investment screening, and shifting competition enforcement priorities. For international buyers and sellers operating in Belgium, understanding the current regulatory landscape is not optional - it is a prerequisite for deal certainty. This guide covers the most significant recent legal and regulatory developments affecting mergers and acquisitions in Belgium, including changes to the Companies and Associations Code, foreign direct investment screening, competition merger control thresholds, and practical deal structuring considerations that have emerged from recent enforcement practice.

The Belgian Companies and Associations Code (Wetboek van vennootschappen en verenigingen, or WVV) remains the primary statutory framework governing corporate transactions in Belgium. Recent amendments have refined the rules on squeeze-out procedures, the treatment of minority shareholders in share transfers, and the conditions under which a board of directors may act without shareholder approval in the context of a merger or demerger. Practitioners should note that the WVV now places greater emphasis on the duty of the board to document the commercial rationale for a transaction, particularly where related-party elements are present.

One area of active legislative attention is the treatment of convertible instruments and warrants in the context of a change of control. The current rules require careful drafting of acceleration and anti-dilution clauses to avoid unintended triggering events at closing. A common mistake among foreign acquirers is to assume that Belgian warrant plans follow the same mechanics as those in the United Kingdom or the Netherlands - they do not, and the tax treatment on exercise differs materially.

The Belgian legislature has also clarified the rules on asset deals versus share deals in regulated sectors. Where a target holds licences issued by a sectoral regulator - such as the Financial Services and Markets Authority (FSMA) or the Belgian Institute for Postal Services and Telecommunications (BIPT) - an asset deal may trigger a fresh licensing requirement rather than a simple change-of-control notification. In practice, founders and acquirers should map all regulatory licences held by the target before selecting the transaction structure.

Belgium';s foreign direct investment (FDI) screening mechanism, established under the Interfederal Screening Committee framework, has become a material consideration in cross-border M&A. The screening regime applies to investments by non-European Economic Area acquirers in Belgian entities operating in sensitive sectors, including energy infrastructure, digital infrastructure, water management, financial market infrastructure, and certain defence-adjacent activities.

The current framework requires notification where an acquirer from outside the EEA obtains control or a qualifying minority stake - generally defined as reaching or exceeding ten percent of voting rights - in a Belgian entity active in a covered sector. The Interfederal Screening Committee, which coordinates review across federal and regional authorities, has a statutory review period of several weeks following a complete notification. In practice, complex cases involving multiple sectoral regulators can extend the effective timeline considerably beyond the minimum statutory period.

A non-obvious requirement is that the screening obligation can arise even where the Belgian target is not the primary acquisition target. If a Belgian subsidiary of a larger European group falls within a covered sector, an acquisition of the parent at group level may still trigger Belgian FDI notification. Many acquirers underestimate this extraterritorial dimension and discover the requirement only during due diligence, which can delay signing or require deal restructuring.

Practical scenario one: a North American private equity fund acquires a majority stake in a Belgian logistics technology company that operates critical digital infrastructure for port management. Even if the fund has no prior Belgian presence, the FDI screening obligation applies, and closing cannot occur before clearance is granted. The fund should build at least six to eight weeks of additional timeline into the deal schedule to accommodate the review.

Belgian merger control is administered by the Belgian Competition Authority (Autoriteit voor Mededinging en Markten / Autorité belge de la Concurrence, or BCA). The BCA has jurisdiction over transactions that meet Belgian turnover thresholds but fall below the European Commission';s EU Merger Regulation thresholds. Where EU thresholds are met, the European Commission has exclusive jurisdiction under the one-stop-shop principle, and no separate Belgian filing is required.

The Belgian thresholds require notification where the combined worldwide turnover of all parties exceeds a specified level and at least two of the parties each generate turnover in Belgium above a lower threshold. These figures are set out in the Belgian Law on the Protection of Economic Competition (Wet betreffende de bescherming van de economische mededinging). Transactions that fall below both Belgian and EU thresholds do not require pre-closing notification, though the BCA retains residual powers to investigate completed transactions in certain circumstances.

Recent BCA enforcement has focused on two areas relevant to M&A practitioners. First, the BCA has shown increased willingness to scrutinise so-called killer acquisitions - transactions where a large incumbent acquires a smaller innovative competitor primarily to neutralise competitive pressure rather than to integrate the target';s business. Second, the BCA has paid close attention to gun-jumping violations, where parties begin integrating operations or exchanging competitively sensitive information before clearance is obtained. Penalties for gun-jumping can be significant, and the BCA has issued guidance emphasising that clean-team arrangements and information barriers must be properly documented and enforced from the moment of signing.

Practical scenario two: a Belgian retail group acquires a smaller Belgian e-commerce platform. The transaction falls below EU thresholds but meets Belgian thresholds. The parties must file with the BCA and observe a standstill obligation. During the review period, the acquirer';s commercial team must not access the target';s customer data or pricing models, even where the target';s management is cooperative. A clean-team protocol, reviewed by competition counsel, is essential.

Due diligence in Belgian M&A transactions has evolved in response to recent legislative and regulatory changes. Several areas now require heightened attention that were previously treated as standard or low-risk.

Environmental liability has become a more prominent due diligence item following updates to regional soil remediation legislation in Flanders (VLAREBO), Wallonia, and Brussels. Each region has its own soil investigation and remediation framework, and the obligations that attach to a change of ownership differ across regions. An acquirer of a Belgian industrial site must confirm which regional regime applies and whether a soil investigation report is required before or at closing.

Data protection compliance under the General Data Protection Regulation (GDPR) and its Belgian implementing legislation is now a standard due diligence workstream. The Belgian Data Protection Authority (Gegevensbeschermingsautoriteit / Autorité de protection des données) has been active in enforcement, and acquirers should verify that the target has maintained adequate records of processing activities, data processing agreements with vendors, and breach notification logs. A target with unresolved GDPR enforcement proceedings carries contingent liability that must be reflected in the purchase price or addressed through specific indemnities.

Employment law due diligence in Belgium requires particular attention to the information and consultation obligations owed to employee representative bodies. Under the Act on Information and Consultation of Workers (Wet betreffende de informatie en raadpleging van de werknemers), the works council or trade union delegation must be informed and, in some cases, consulted before a transaction is announced publicly. Failure to comply with these obligations does not invalidate the transaction but can expose the acquirer to labour law claims and reputational damage. In practice, the timing of employee consultation must be coordinated carefully with the signing and announcement process.

If you are structuring a Belgian acquisition and need guidance on due diligence scope or regulatory filings, contact info@vlolawfirm.com. We can help structure the setup correctly the first time.

The choice between a share deal and an asset deal in Belgium carries significant tax, regulatory, and liability implications. Share deals are more common in Belgian M&A because they allow the acquirer to step into the shoes of the target entity without triggering a change of ownership of individual assets or contracts. However, share deals also transfer all historical liabilities, including undisclosed tax exposures and environmental obligations, which makes robust representations and warranties coverage essential.

Asset deals are preferred where the acquirer wishes to cherry-pick specific assets or where the target carries significant legacy liabilities. Under Belgian law, an asset deal involving the transfer of a going concern (bedrijfstak or algemeenheid) can be structured as a contribution in kind or a sale. The transfer of a going concern triggers specific formalities under the WVV, including creditor protection procedures that allow creditors of the transferring entity to object to the transfer within a prescribed period. Many acquirers underestimate the time this creditor protection window adds to the closing timeline.

Statutory mergers and demergers under the WVV offer an alternative to contractual share or asset deals, particularly for intra-group reorganisations. A statutory merger by absorption results in the universal transfer of all assets and liabilities of the absorbed entity to the absorbing entity, by operation of law. This avoids the need to novate individual contracts but requires shareholder approval at a notarised extraordinary general meeting, an auditor';s report on the merger proposal, and a statutory waiting period for creditor objections. The full process typically takes several months from the preparation of the merger proposal to the effective date.

Cross-border mergers involving a Belgian entity and an entity incorporated in another EU member state are governed by the EU Cross-Border Conversions, Mergers and Divisions Directive, as implemented in Belgian law. The Belgian implementation requires a pre-merger certificate issued by a Belgian notary confirming that the Belgian entity has complied with all applicable Belgian requirements. Obtaining this certificate is a critical path item and should be initiated early in the transaction timeline.

Warranty and indemnity (W&I) insurance has become a standard feature of mid-market and large-cap Belgian M&A transactions. The Belgian market for W&I insurance has matured considerably, with multiple international insurers active and willing to provide coverage on Belgian-law governed transactions. The use of W&I insurance allows sellers - particularly financial sponsors - to achieve a clean exit without retaining significant escrow amounts, while giving buyers recourse against an insurer rather than the seller for warranty breaches.

Under Belgian law, the seller';s liability for latent defects (verborgen gebreken / vices cachés) in a share deal is generally excluded by contractual agreement, and the transaction is governed primarily by the representations and warranties set out in the share purchase agreement. Belgian courts have generally upheld well-drafted exclusion clauses, provided they are clear and unambiguous. However, fraud and wilful concealment cannot be excluded under Belgian law, and any attempt to do so will be unenforceable.

The scope of representations and warranties in Belgian transactions typically covers corporate matters, financial statements, tax, employment, intellectual property, real estate, environmental matters, and regulatory compliance. Tax warranties and indemnities deserve particular attention given the complexity of Belgian corporate tax law, including the rules on notional interest deduction, the participation exemption regime, and the treatment of carried-forward losses in the context of a change of control. A common mistake is to negotiate tax indemnities without involving Belgian tax counsel, resulting in gaps in coverage that only become apparent when a tax authority raises an assessment post-closing.

Escrow arrangements, where used, are typically held by a Belgian notary or a recognised financial institution. The escrow agreement should specify the release conditions clearly and address the treatment of interest accrued during the escrow period, which has become more commercially significant in the current interest rate environment.

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

The approvals required depend on the nature of the target and the identity of the acquirer. Most transactions require no regulatory approval beyond standard corporate formalities. However, transactions meeting Belgian or EU competition thresholds require merger control clearance before closing. Transactions involving non-EEA acquirers and targets in sensitive sectors require FDI screening clearance. Transactions involving regulated entities - such as banks, insurers, or licensed telecommunications operators - require approval from the relevant sectoral regulator, which may include the FSMA, the National Bank of Belgium, or the BIPT. Identifying all applicable approvals early in the process is essential to building a realistic deal timeline.

How long does a typical Belgian M&A transaction take from signing to closing?

A straightforward share deal with no regulatory approvals required can close within two to four weeks of signing, assuming due diligence is complete and the share purchase agreement is finalised. Where Belgian merger control filing is required, the standard Phase I review period adds several weeks, and a Phase II investigation can extend the timeline by several months. FDI screening adds a further layer of uncertainty, with review periods ranging from a few weeks to several months depending on the complexity of the case. Statutory mergers under the WVV typically take three to four months from the preparation of the merger proposal to the effective date. Acquirers should build contingency time into their deal schedules for each applicable approval.

Is it possible to acquire a Belgian company without the consent of its employees or works council?

A Belgian company can be acquired without the consent of its employees or works council. However, Belgian employment law imposes mandatory information and consultation obligations that must be fulfilled before or around the time of public announcement. The works council or trade union delegation must be informed of the transaction and its expected impact on employment. In an asset deal involving the transfer of a going concern, the rules on automatic transfer of employment contracts under the Collective Bargaining Agreement No. 32bis also apply, meaning that employees of the transferred business transfer automatically to the acquirer on their existing terms. Failure to comply with consultation obligations does not block the transaction but creates legal exposure and can damage employee relations at a critical integration moment.

Belgium remains an active and well-regulated M&A market, with a clear statutory framework under the WVV, established competition and FDI screening regimes, and a mature professional services ecosystem. The current period has brought meaningful updates to FDI screening scope, competition enforcement priorities, and due diligence standards across environmental, data protection, and employment workstreams. Acquirers and sellers who engage with these developments early - at the deal structuring stage rather than during due diligence - are better positioned to achieve deal certainty and avoid costly delays.

For assistance with your Belgian transaction, contact info@vlolawfirm.com. We can assist with documents and filings.

VLO Law Firms advises international clients on M&A matters in Belgium. We can assist with transaction structuring, regulatory filings, due diligence coordination, and negotiation of transaction documents. To request a consultation, contact: info@vlolawfirm.com