Insights

In recent years, there has been a wave of new legislation impacting contracts and contractual terms. The Belgian legislator is gradually adopting the different Books of our new Belgian Civil Code. Last February, a new proposal for Book VII on special contracts, including sale and loan agreements was submitted. Additionally, the Belgian Code of Economic Law has been updated several times, impacting the drafting of contracts and of contractual terms, not only between companies but also with consumers.

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.

There is currently a deluge of new EU law being finalized and adopted – particularly on environmental and sustainability issues. At times it may seem overwhelming – with certain new EU laws being overlooked.  However, when serious environmental problems come to light within companies – the first major concern is normally criminal liability. That includes potential criminal liability of the company itself, but also of the CEO, Board Members and other persons leading it. With that in mind – top of a company’s ‘to-do’ list should be ensuring compliance with the new EU Environmental Crime Directive.

On September 3, 2024, the EU Court of Justice overturned the first-instance judgment of the EU General Court, which had held that the European Commission could review transactions that fall below EU and Member States' merger control thresholds through referrals by national competition authorities under Article 22 of the EU Merger Regulation (Case C-611/22 P, Illumina v Commission).

The EU Institutions are currently adding the finishing touches to the new Packaging & Packaging Waste Regulation (“PPWR”) which is expected to be adopted in Q4 2024 or Q1 2025. While many companies are fully preoccupied with preparing for other EU legislation (e.g. the Deforestation Regulation) – companies will ignore the PPWR at their peril. The PPWR contains a host of ambitious legal targets and requirements – which industry will find it difficult to achieve in practice. And the deadlines to comply – are perhaps even more challenging. Companies will need to start preparing for the EU PPWR now, to avoid serious problems – including supply-chain disruption, penalties and litigation – in the future.

At the beginning of the year, we brought to your attention that a number of important Belgian and EU legislative changes are likely to have an impact in 2024: there are new laws that have been adopted and proposals that are expected to firm up into law.

On March 19, 2024, the European Council adopted changes to the Statute of the Court of Justice of the European Union in an attempt to improve its efficiency.

A number of important Belgian and EU legislative changes are likely to have an impact in 2024. On the one hand, there are new laws that have been adopted and will start to bite, and, on the other, there are proposals that are expected to firm up into law.

Now more than a year ago, on November 28, 2022, the long-awaited act on the protection of persons who report violations of EU or national law detected within a legal entity in the private sector, the so-called the "Whistleblowing Protection Act", was adopted in Belgium.

The articles of association of all Belgian companies and non-profit associations must be in line with the new Belgian Companies and Associations Code before January 1, 2024. Failure to amend your articles of association appropriately and in due time could result in a director’s liability claim.

On 28 November, the European Union adopted the Corporate Sustainability Reporting Directive (hereafter: “CSRD”), succeeding the Non-Financial Reporting Directive (hereafter: “NFRD”) and ushering in the next era of sustainability reporting. Here are seven questions and responses to help your company prepare in the countdown to CSRD implementation.

A new Belgian law, passed on August 14, 2021, has introduced several important changes to the 2002 law on combating late payment in commercial transactions. These changes entered into force on February 1, 2022.

On November 25, 2020, the EU adopted a new Class Actions Directive, covering representative actions for the protection of the collective interests of consumers. By creating at least one effective and efficient procedural mechanism for representative actions across all member states, this new Directive will enhance the protection of consumers against both domestic and cross-border “mass harm.” However, you should be aware that it could also increase the risk of litigation for your company.

In response to the many questions we have recently received from clients, we have prepared a Q&A regarding the impact of the COVID-19 pandemic on various day-to-day business activities in Belgium. In particular, we address the following specific questions:

The Belgian Act of September 18, 2017, as well as the Royal Decree of July 30, 2018, implementing the Fourth Anti-Money Laundering Directive requires all Belgian companies, foundations, (international) non-profit organizations, fiduciaries and trusts to submit information about their ultimate beneficial owners to the UBO register.

The new Companies and Associations Code has been approved by the Belgian Parliament this Thursday, February 28. This Code replaces the current Companies Code as well as the Law on Associations and Foundations and the Law on Professional Associations.

In 2015, the European Union adopted its Fourth Anti-Money Laundering Directive, which imposed on Member States the obligation to establish a register containing the details of the ultimate beneficial owners (UBOs) of corporate and other legal entities within the European Union (the so-called UBO register). By way of the Act of September 18, 2017, the UBO register became part of Belgian law, and a Royal Decree of July 30, 2018 now provides the required details about the operation of the Belgian UBO register. The Royal Decree obliges all Belgian companies, foundations, (international) non-profit organizations, fiduciaries, and trusts to submit information about their ultimate beneficial owners to this UBO register, which is administered by the Belgian Ministry of Finance. The information must be submitted by March 31, 2019.