Transfer of Undertakings in Belgium: New Obligations Under CBA 32bis

Collective Bargaining Agreement (CBA) 32bis applies in Belgium in the event of a transfer of undertakings. It establishes the legal framework that protects employees’ rights during such a transfer.

On December 17, 2024, the Belgian National Labour Council (Conseil National du Travail / Nationale Arbeidsraad) added article 15/2 to CBA 32bis. This amendment, which implements an Opinion of the Labor Council issued on December 19, 2023 (No. 2,395), strengthens employees’ rights and emphasizes the importance of social dialogue in the context of Belgian business transfers. It was adopted by the social partners in order to ensure that employees are informed and consulted in a more qualitative and effective manner.

It is important that all employers now update their internal procedures to ensure compliance and avoid potential disputes. 

Reminder of Current Key Obligations

When a business is transferred by contract, the following obligations currently apply: 

• Automatic transfer of employment terms: The existing terms and conditions of the employees’ contracts are automatically transferred to the new employer.
• Information and consultation: Both the seller and buyer must inform and consult employee representatives before the transfer. If there are no representatives, the employees must be informed directly.
• Liability for debts: Both the seller and the buyer are liable for the payment of debts arising from employment contracts at the moment of the transfer of the undertaking.

New Key Obligations From February 1, 2025

On February 1, 2025, new provisions will come into force that are intended to enhance the quality of the information and consultation processes relating to business transfers. A key feature of these modifications is that the new obligations are triggered at the request of the employees or their representatives.

Key changes include: 

• Disclosure of information to the buyer: At the request of employees or their representatives, the seller will have to share the content of the information and consultation procedure with the buyer. If there is no formal consultation procedure, due to the absence of a works council, a committee for prevention and protection at work, or a trade union delegation, the seller must share the information previously communicated to the employees directly with the buyer.

  The information to be disclosed includes: 

  • The intended date of the transfer.
  • The reasons for the transfer.
  • The legal, economic, and social implications of the transfer.
  • Any measures envisaged for the employees to avoid redundancies, changes in roles, or other adverse impacts.
• Invitation to the buyer to an introductory meeting: In additional, the seller will be required, at the request of employees or their representatives, to invite the buyer to introduce themselves to the employees (or their representatives) during the consultation procedure. This introduction provides an opportunity for the buyer to outline their intentions regarding employment conditions and organizational changes.
  • No obligation to accept: While the seller must extend the invitation, the buyer is under no obligation to have this introductory meeting, and cannot be compelled to attend.

Implementation of the New Obligations

In companies with a works council, a committee for prevention and protection at work, or a trade union delegation, the request to provide information to the buyer is made by the employee representatives. If no such bodies exist, individual employees may submit the request themselves. 

Once a request is made, the seller must: 

• communicate the requested information in a timely manner, i.e., during the information and consultation phase and prior to the actual transfer of the business;
• extend the invitation for an introductory meeting to the buyer in a similarly timely fashion, ensuring the introduction opportunity can occur before the transfer takes effect.

What Practical Steps Should Employers Take as a Result of These Changes?

The Seller: 

• • Sellers must ensure that they are in a position to supply the identified buyer with any necessary information that may be requested by the employees or their representatives.
  • Sellers must extend an invitation to the buyer to meet with employees or their representatives as part of the consultation process.

The Buyer: 

• • Buyers must incorporate the new information and consultation requirements into their transaction planning and due diligence processes.
  • Buyers must be prepared to engage with employees or their representatives in order to facilitate a smooth transfer.

Need Assistance? 

For further guidance on how these changes may impact you and your business, and for assistance with compliance, please contact our legal team. We are here to help you navigate these new requirements effectively.