M&A Update in Belgium: Q3 2026

Belgium';s mergers and acquisitions landscape has shifted meaningfully in recent quarters, driven by updated competition thresholds, revised foreign direct investment screening rules, and a series of court decisions that clarify how Belgian corporate law applies to complex deal structures. For international buyers and sellers active in Belgium, these changes affect deal timelines, filing obligations, and the risk profile of transactions. This guide covers the most significant regulatory and case-law developments relevant to belgium m&a 2026, explains their practical consequences, and highlights the steps deal teams should take to stay compliant.

The Belgian Competition Authority (BCA) has refined its merger notification thresholds following an internal review of its caseload. Under the current framework established by the Belgian Code of Economic Law (CEL), a concentration must be notified to the BCA when the combined Belgian turnover of the parties exceeds the statutory threshold and at least two parties individually meet the minimum Belgian revenue floor. The BCA has signalled that it will apply these thresholds strictly, with no informal pre-clearance practice substituting for a formal filing.

A non-obvious requirement that catches foreign acquirers off guard is the Belgian "standstill obligation." Closing a notifiable transaction before receiving BCA clearance constitutes gun-jumping, which can trigger fines of up to a fixed percentage of worldwide turnover under the CEL. In practice, deal teams should build at least four to eight weeks of regulatory review time into their signing-to-closing schedule for straightforward transactions, and considerably longer for deals that raise substantive competition concerns.

The Belgian legislature has also updated the rules on partial-function joint ventures. A joint venture that performs, on a lasting basis, all the functions of an autonomous economic entity is treated as a full-function concentration subject to merger control. Recent BCA guidance clarifies that "lasting" means a projected duration of more than three years, a threshold that affects how parties structure consortium arrangements and minority investments with governance rights.

Belgium transposed the EU FDI Screening Regulation into domestic law through the Royal Decree on the screening of foreign direct investments. The screening mechanism applies to acquisitions by non-EU investors of Belgian entities active in sensitive sectors, including critical infrastructure, dual-use technology, cybersecurity, and financial market infrastructure. The Interdepartmental Coordination Committee (ICC) is the competent authority for reviewing notified transactions.

A common mistake among non-EU buyers is assuming that a transaction below the BCA merger control threshold escapes regulatory scrutiny entirely. In practice, FDI screening and merger control are parallel tracks with separate filing requirements and separate timelines. A transaction may require FDI approval even when it falls below competition thresholds, particularly where the target operates in a sector listed in the Royal Decree. The ICC review period runs up to 30 working days for a standard review, extendable to 75 working days where an in-depth investigation is opened.

The practical implication for deal structuring is significant. Buyers should conduct a dual-track regulatory assessment at the term-sheet stage, identifying both the BCA filing obligation and any FDI screening requirement. Failure to notify a screenable transaction can result in the ICC ordering divestiture or imposing conditions after closing, which creates substantial post-closing integration risk.

Many underestimate the sector-specific breadth of the Belgian FDI rules. The Royal Decree covers not only traditional defence and energy assets but also healthcare data platforms, port logistics operators, and certain agri-food processing businesses. Buyers in these sectors should obtain a formal legal opinion on screening applicability before signing.

Belgian courts have issued several decisions in recent quarters that clarify how the Belgian Code of Companies and Associations (BCCA), which entered into force in recent years, applies to M&A transactions. One line of cases concerns the enforceability of locked-box pricing mechanisms. Belgian courts have confirmed that a locked-box structure is valid under the BCCA provided the economic transfer date is clearly defined and the seller';s leakage undertakings are drafted with sufficient specificity. Vague leakage definitions have been struck down as unenforceable in at least two first-instance commercial court rulings.

A second line of cases addresses earn-out disputes. The Brussels Court of Appeal has reinforced the principle that earn-out obligations are interpreted strictly against the party that drafted the relevant clause, applying the contra proferentem rule under the Belgian Civil Code. This has practical consequences: buyers who draft earn-out definitions broadly to retain operational flexibility may find those definitions construed narrowly by a court, reducing their ability to manage the target';s business post-closing without triggering earn-out payments.

A third area of judicial activity concerns representations and warranties insurance (RWI). Belgian courts have begun to address the interaction between RWI policies and the seller';s indemnification obligations under the BCCA. The emerging position is that a seller cannot rely on the existence of an RWI policy to argue that its own indemnification obligations are extinguished unless the sale and purchase agreement explicitly provides for such a carve-out. Deal teams should review their SPA indemnification language carefully in light of this trend.

In practice, founders and deal teams should consider engaging Belgian counsel at the term-sheet stage rather than at the SPA drafting stage. A common mistake is importing Anglo-American deal documentation templates without adapting them to Belgian law requirements, particularly around the BCCA';s mandatory provisions on corporate approvals and the rules governing squeeze-out thresholds.

If you are structuring a transaction in Belgium and need guidance on documentation or regulatory filings, contact info@vlolawfirm.com. We can help structure the setup correctly the first time.

Belgium';s M&A market has remained active across several sectors. Technology and software businesses have attracted significant inbound interest from both EU and non-EU strategic buyers, driven by Belgium';s strong base of enterprise software companies and its position as a hub for EU regulatory affairs. Healthcare and life sciences transactions have continued at pace, with a number of bolt-on acquisitions by international pharmaceutical groups targeting Belgian specialty pharma and medtech platforms.

The energy transition has generated a distinct wave of deal activity. Acquisitions of Belgian renewable energy assets - wind, solar, and battery storage platforms - have involved complex regulatory overlays, including grid connection agreements governed by the Flemish and Walloon energy regulators (VREG and CWaPE respectively) and federal concession frameworks administered by the CREG. Buyers in this sector must account for regulatory consent requirements that sit outside the standard BCA and FDI tracks.

Financial services M&A in Belgium remains subject to the National Bank of Belgium (NBB) and the Financial Services and Markets Authority (FSMA) approval requirements. Acquisitions of qualifying holdings in Belgian credit institutions, insurance companies, and investment firms require prior regulatory approval under the Belgian Banking Law and the Insurance Law. The NBB and FSMA review periods can extend to 60 working days, and in complex cases the authorities may request additional information, pausing the clock.

A practical scenario worth noting: a non-EU private equity fund acquiring a Belgian fintech platform may simultaneously trigger BCA merger control, FDI screening, and FSMA qualifying holding approval. Managing three parallel regulatory processes requires careful sequencing of signing and closing conditions, and deal teams should build contingency time into their transaction timetables.

Belgian employment law imposes specific obligations on acquirers that are frequently underestimated by foreign buyers. The Collective Labour Agreement No. 32bis (CLA 32bis) implements the EU Acquired Rights Directive and provides that, in an asset deal or business transfer, all employment contracts transfer automatically to the acquirer on their existing terms. The acquirer cannot unilaterally modify transferred employees'; terms and conditions for a period following the transfer.

A non-obvious requirement is the mandatory information and consultation procedure with employee representatives before a transfer of undertaking. Under CLA 32bis and the Act on the Organisation of Enterprises, the seller must inform and consult the works council or trade union delegation before the transaction closes. Failure to complete this procedure does not invalidate the transfer but can expose the seller and buyer to claims and delay the practical integration of the workforce.

In share deals, the employment contracts remain with the target company and CLA 32bis does not technically apply. However, Belgian courts have extended analogous protections in certain restructuring scenarios following a share acquisition, particularly where the acquirer immediately reorganises the target';s business. Buyers planning post-closing restructuring should obtain specific Belgian employment law advice before signing.

Redundancy costs in Belgium are among the higher in the EU. Statutory notice periods and severance entitlements under the Act of 26 December 2013 (the "Eenheidsstatuut") can be substantial for long-tenured employees. A common mistake is failing to model these costs accurately in the financial due diligence, leading to post-closing surprises when integration-related headcount reductions are executed.

Effective due diligence for Belgian targets in the current environment requires attention to several areas that have gained prominence in recent quarters. Environmental liability has moved up the agenda following stricter enforcement by the Flemish Environment Agency (OVAM) and its Walloon counterpart (SPAQuE) of soil remediation obligations. Buyers of industrial or logistics assets should commission Phase I and Phase II environmental assessments and verify whether any soil remediation orders are registered against the target';s real property.

Data protection due diligence has become a standard component of Belgian M&A reviews following active enforcement by the Belgian Data Protection Authority (APD/GBA). The APD has issued fines and corrective orders against Belgian companies for non-compliance with the GDPR, and unresolved APD investigations represent a contingent liability that should be disclosed and priced in the transaction. Buyers should request copies of the target';s data processing records, data protection impact assessments, and any APD correspondence.

Tax due diligence in Belgium should cover the target';s compliance with the Belgian Income Tax Code (BITC) and, for groups with cross-border structures, the application of the OECD Pillar Two global minimum tax rules as implemented in Belgian law. Belgium has enacted the Pillar Two rules, and large multinational groups acquiring Belgian entities need to assess the impact on their effective tax rate and any top-up tax obligations.

A practical scenario: a European strategic buyer acquiring a Belgian manufacturing group discovers during due diligence that the target has an unresolved soil contamination file with OVAM and an open APD investigation. The buyer should negotiate specific indemnities for both exposures, with appropriate caps and baskets, rather than relying on general warranty coverage.

For assistance with due diligence coordination or regulatory filings in Belgium, reach out to info@vlolawfirm.com. We can assist with documents and filings across multiple regulatory tracks.

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

Most Belgian M&A transactions require at least a merger control assessment under the Belgian Code of Economic Law to determine whether a BCA notification is needed. Transactions involving non-EU buyers in sensitive sectors also require FDI screening before the Interdepartmental Coordination Committee. Acquisitions of qualifying holdings in regulated financial institutions require prior approval from the NBB or FSMA. In practice, deal teams should conduct a regulatory mapping exercise at the term-sheet stage to identify all applicable approval requirements, since parallel processes can significantly extend the time between signing and closing. Overlooking any one of these tracks can result in gun-jumping liability or post-closing divestiture orders.

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

A straightforward bilateral acquisition of a non-regulated Belgian company with no merger control filing requirement can close in as little as two to four weeks after signing, assuming no material conditions precedent. Where a BCA merger control notification is required, the standard Phase I review takes up to 25 working days, though the BCA may extend this period. FDI screening adds up to 30 working days for a standard review. Regulated sector approvals from the NBB or FSMA can take up to 60 working days. The longest timelines arise when multiple parallel regulatory processes run simultaneously, and deal teams should plan for a minimum of three to four months in those scenarios. Employment information and consultation procedures also add time and should be initiated early.

Should a foreign buyer use a Belgian holding company to acquire a Belgian target?

Using a Belgian holding company - typically a société anonyme (SA) or société à responsabilité limitée (SRL) under the BCCA - can offer advantages in terms of participation exemption on dividends and capital gains under the Belgian Income Tax Code, as well as simplified post-closing group financing. However, the choice of acquisition structure depends on the buyer';s overall group tax position, the intended holding period, and whether the buyer plans to merge the target into the holding company after closing. A Belgian holding structure also has implications for the FDI screening analysis, since the nationality of the ultimate beneficial owner rather than the immediate acquirer determines screening applicability. Foreign buyers should model multiple acquisition structures with Belgian tax and legal counsel before committing to a structure.

Belgium';s M&A environment in the current period is shaped by active regulatory oversight, a maturing body of BCCA case law, and sector-specific deal drivers in technology, energy, and financial services. Deal teams that map regulatory requirements early, adapt documentation to Belgian law, and conduct thorough due diligence on environmental, data protection, and employment exposures will be better positioned to close transactions efficiently and avoid post-closing disputes.

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