Corporate Law Update in Belgium: Q3 2026

Belgium corporate law 2026 has entered a notably active phase, with legislative amendments, regulatory guidance and court decisions reshaping the obligations of companies operating in the country. The Belgian Companies and Associations Code - known by its Dutch and French acronyms WVV/CSA - continues to serve as the primary statutory framework, but recent amendments and implementing measures have introduced material changes to governance, capital requirements and sustainability reporting. This guide covers the most significant developments of the current quarter, their practical implications for domestic and foreign-owned entities, and the steps businesses should take to remain compliant.

The most consequential legislative movement this quarter concerns amendments to the WVV/CSA that clarify the rules on director liability and the business judgement rule. Belgian lawmakers have codified a more structured standard for assessing whether directors acted with the care and diligence of a normally prudent and careful person placed in the same circumstances. The amendment does not reverse existing case law but gives courts a clearer statutory anchor when evaluating management decisions challenged by shareholders or insolvency practitioners.

A second legislative development involves the transposition of the EU Corporate Sustainability Reporting Directive (CSRD) into Belgian law. The transposition extends mandatory sustainability reporting obligations to a broader category of large undertakings and, in a phased manner, to certain smaller listed companies. Belgian entities that meet the relevant size thresholds - turnover, balance sheet total and average headcount - must now prepare a sustainability report as an integral part of their annual management report, subject to limited assurance by a statutory auditor or an accredited independent assurance provider.

The Belgian legislator has also introduced targeted amendments to the rules governing capital increases by contribution in kind. Valuations prepared by a company auditor or an independent expert are now subject to stricter disclosure requirements, and the board must include a detailed justification in the convening notice whenever a capital increase is proposed without preferential subscription rights. These changes respond to longstanding concerns raised by minority shareholders and the Financial Services and Markets Authority (FSMA).

Belgian corporate governance has seen renewed regulatory attention this quarter, particularly around the composition and functioning of boards of directors. The Corporate Governance Code, which applies on a comply-or-explain basis to listed companies, has been supplemented by updated guidance from the Belgian Corporate Governance Committee. The guidance addresses the use of digital board tools, the documentation of conflicts of interest, and the expectations around board evaluation processes.

For non-listed private limited liability companies (BV/SRL) and public limited companies (NV/SA), the WVV/CSA already imposes a statutory conflict-of-interest procedure under which a director with a conflicting financial interest must declare that interest, abstain from the deliberation and vote, and ensure the conflict is recorded in the minutes. Recent decisions by the Brussels Enterprise Court have reinforced that this procedure must be followed even where the conflicting interest is indirect - for example, where a director';s spouse or controlled entity stands to benefit. A common mistake among foreign founders is to treat this procedure as a formality; Belgian courts have shown willingness to annul decisions and impose personal liability where the procedure was not genuinely observed.

Board diversity requirements have also moved forward. Belgian listed companies are subject to gender quota rules requiring that at least one-third of board members belong to each gender. The FSMA has signalled that it will scrutinise compliance more closely and has published updated guidance on how the quota applies to companies with small boards. Non-listed companies are not subject to the statutory quota but may face pressure from institutional investors and lenders who apply their own governance standards.

In practice, founders and controlling shareholders should consider reviewing their articles of association to ensure they align with current statutory defaults and governance expectations. Many articles drafted before the WVV/CSA entered into force contain provisions that are now either redundant or inconsistent with the current framework.

The CSRD transposition is the single most operationally demanding development for larger Belgian companies this quarter. The directive requires in-scope entities to report on environmental, social and governance matters using the European Sustainability Reporting Standards (ESRS) developed by the European Financial Reporting Advisory Group (EFRAG). Belgian law now designates the Institute of Company Auditors (IBR/IRE) as the competent body for accrediting assurance providers, and the National Bank of Belgium (NBB) retains oversight of financial reporting more broadly.

The phased application means that large public-interest entities that were already subject to the Non-Financial Reporting Directive (NFRD) must comply first, followed by other large companies meeting two of the three size criteria, and then smaller listed companies in a later phase. Belgian subsidiaries of non-EU parent groups face additional complexity: where the parent prepares a consolidated sustainability report under equivalent third-country standards, the Belgian subsidiary may be exempt from preparing its own report, but the conditions for that exemption must be carefully documented.

A non-obvious requirement is the double materiality assessment, which obliges companies to assess both the impact of their activities on people and the environment and the financial materiality of sustainability matters for the company itself. Many Belgian companies underestimate the time and internal resources required to conduct a credible double materiality assessment. External advisers with sector-specific knowledge can significantly reduce the risk of producing a report that fails limited assurance review.

Penalties for non-compliance with sustainability reporting obligations can include administrative sanctions imposed by the FSMA and, in serious cases, criminal liability for directors under the general provisions of the WVV/CSA and the Belgian Criminal Code. The FSMA has indicated that it will take a proportionate approach during the initial compliance period but expects companies to demonstrate genuine effort.

If your company is assessing its CSRD obligations or needs assistance structuring the reporting process, contact info@vlolawfirm.com. We can help structure the setup correctly the first time.

Belgian courts have issued several notable decisions this quarter that practitioners and business owners should monitor. The Brussels Enterprise Court has continued to develop its jurisprudence on the liability of de facto directors - individuals who exercise management authority without a formal appointment. Under the WVV/CSA, de facto directors can be held jointly and severally liable alongside formally appointed directors for certain breaches. Recent rulings have applied this doctrine to majority shareholders who gave binding instructions to the board, a development with direct implications for group structures where a parent company exercises operational control over a Belgian subsidiary.

The Court of Appeal of Ghent has addressed the conditions under which a shareholder resolution can be annulled for abuse of majority. The court confirmed that a resolution is abusive where it serves the interests of the majority at the expense of the company or the minority without any legitimate corporate justification. This line of case law is particularly relevant for joint ventures and closely held companies where one shareholder controls the general meeting. Foreign investors entering Belgian joint ventures should ensure that their shareholders'; agreement contains adequate minority protection provisions, including veto rights on reserved matters and exit mechanisms.

On the enforcement side, the FSMA has increased its scrutiny of prospectus requirements for capital raises by unlisted companies that use digital platforms or tokenised instruments. Belgian law requires a prospectus or an approved information document for public offers above certain thresholds, and the FSMA has issued warnings to several platforms that facilitated offers without the required documentation. Companies considering equity crowdfunding or token-based fundraising in Belgium should obtain specific legal advice before launching any campaign.

The Belgian tax administration has also been active in challenging certain intra-group financing arrangements on transfer pricing grounds, with implications for the deductibility of interest payments and the application of the arm';s length principle under Belgian income tax law. While transfer pricing is primarily a tax matter, the corporate law dimension arises where directors approved arrangements that are subsequently disallowed, potentially exposing them to liability for the resulting tax assessments.

Foreign companies operating in Belgium through subsidiaries, branches or joint ventures face a specific set of compliance challenges arising from the current legislative and regulatory environment. The WVV/CSA applies to all Belgian-registered entities regardless of the nationality of their shareholders or directors, and Belgian courts apply Belgian law to questions of internal corporate governance even where the group';s parent is governed by another legal system.

One practical scenario involves a non-EU parent company that recently acquired a Belgian NV/SA. The parent';s standard governance documents - board charters, delegation of authority matrices, related-party transaction policies - may not map cleanly onto Belgian statutory requirements. For example, the Belgian statutory conflict-of-interest procedure operates differently from equivalent rules in common law jurisdictions, and the parent';s standard approval process for related-party transactions may not satisfy the WVV/CSA requirements. A review of the Belgian subsidiary';s governance framework is advisable whenever a change of control occurs.

A second scenario involves a Belgian BV/SRL that is part of a multinational group subject to CSRD at the consolidated level. The group may assume that the Belgian subsidiary is automatically exempt from preparing its own sustainability report, but the exemption conditions under Belgian law require specific documentation and, in some cases, a formal decision by the Belgian subsidiary';s board. Failing to document the exemption correctly can expose the Belgian entity to regulatory sanctions even where the parent group is fully compliant at the consolidated level.

Many foreign founders also underestimate the role of the Belgian Crossroads Bank for Enterprises (CBE/KBO), which is the central register for all legal entities and their mandates. Changes to the board of directors, registered office, articles of association and certain other corporate acts must be published in the Belgian Official Gazette (Belgisch Staatsblad/Moniteur belge) and registered with the CBE/KBO within prescribed timeframes. Late filings can affect the enforceability of corporate decisions against third parties and may attract administrative penalties.

The National Bank of Belgium (NBB) plays a supervisory role for financial institutions and certain holding companies, and its reporting requirements operate in parallel with the general corporate law framework. Groups that include a regulated Belgian entity must coordinate their corporate governance updates with the NBB';s supervisory expectations, which are increasingly aligned with European Banking Authority and European Insurance and Occupational Pensions Authority guidelines.

For assistance with governance reviews, CSRD compliance structuring or cross-border corporate matters in Belgium, contact info@vlolawfirm.com. We can assist with documents and filings.

What are the main compliance risks for Belgian companies under the current corporate law framework?

The most immediate compliance risks centre on sustainability reporting obligations under the CSRD transposition and the updated conflict-of-interest procedures under the WVV/CSA. Companies that fail to conduct a credible double materiality assessment or that do not follow the statutory conflict-of-interest procedure correctly face both regulatory sanctions from the FSMA and potential personal liability for directors. Enforcement is becoming more active, and the FSMA has signalled that it will not indefinitely extend informal grace periods for companies that have made no visible compliance effort. Boards should document their governance decisions carefully and ensure that minutes accurately reflect the deliberation process.

How long does it typically take to implement CSRD-compliant sustainability reporting in a Belgian company?

The timeline depends heavily on the company';s size, sector and existing data infrastructure. In practice, companies that are starting from scratch should allow several months for the double materiality assessment alone, followed by additional time for data collection, report drafting and limited assurance review. Companies that already have robust non-financial reporting processes in place can typically compress this timeline, but the ESRS requirements are more granular than most existing frameworks. Engaging an assurance provider early in the process - rather than at the drafting stage - reduces the risk of having to revise the report substantially before it can be signed off.

Should a foreign investor structure its Belgian operations as a branch or a subsidiary in light of current developments?

The choice between a branch and a subsidiary involves trade-offs that go beyond corporate law, including tax treatment, liability exposure and regulatory perimeter. From a pure corporate governance perspective, a Belgian subsidiary (typically a BV/SRL or NV/SA) is a separate legal entity subject to the full WVV/CSA framework, which gives it a degree of operational independence and limits the parent';s direct liability. A branch is not a separate legal entity and does not require share capital, but the parent remains fully liable for the branch';s obligations and the branch must still register with the CBE/KBO and comply with Belgian accounting and publication requirements. Recent case law on de facto director liability makes it important for parent companies to define clearly the boundary between group-level oversight and operational management of a Belgian branch or subsidiary.

The current quarter has brought meaningful changes to the Belgian corporate law landscape, with the CSRD transposition, updated governance guidance and active judicial enforcement all demanding attention from boards and management teams. Companies that treat these developments as administrative formalities risk regulatory sanctions and director liability. A proactive review of governance documents, reporting obligations and cross-border structures is the most effective way to manage the risks.

VLO Law Firms advises international clients on corporate law matters in Belgium. We can assist with governance reviews, CSRD compliance structuring, WVV/CSA compliance, board documentation and cross-border corporate transactions. To request a consultation, contact: info@vlolawfirm.com