Belgium maintains a dynamic and open economy, serving as a strategic gateway to Europe with its central location, hosting EU institutions and NATO headquarters, and boasting a highly educated workforce, world-class research centers, and robust infrastructure in logistics, ports, and digital connectivity. The investment climate remains attractive despite global challenges, with strong focus on innovation, sustainability, and key sectors such as chemicals, pharmaceuticals, biotechnology, environmental technologies, and information and communication. Economic growth stood at 1% in 2024, marked by services sector resilience amid industrial volatility, geopolitical tensions, and supply chain disruptions, yet executives are optimistic, with 70% anticipating improved attractiveness over the next three years according to the EY Belgian Attractiveness Survey 2025. Foreign direct investment (FDI) flows have been volatile due to Belgium’s role as a hub for multinational holding companies and intra-group financial transactions, resulting in net inflows of 8.7 billion USD in 2022, 27.9 billion USD in 2023, and -26.7 billion USD in 2024 per UNCTAD data, yielding an average annual value of approximately -2.5 billion USD over the last three years. In terms of deal numbers, Belgium averaged around 220 FDI projects annually from 2022 to 2024, as tracked by the EY European Investment Monitor, reflecting sustained interest in greenfield and expansion investments despite net flow fluctuations.

Belgium, as a highly open economy and a prime European hub, welcomes various forms of foreign direct investment (FDI) that align with its strategic sectors like biotechnology, chemicals, and logistics. Greenfield projects, where foreign companies establish new facilities from scratch, are common, particularly in innovation-driven areas such as renewable energy and R&D centers, benefiting from regional incentives in Flanders, Wallonia, and Brussels. Brownfield investments involve acquiring or repurposing existing facilities, often through expansions or upgrades, and are prevalent in industrial zones to leverage established infrastructure. Acquisitions of businesses, whether via asset deals (transferring specific operations or divisions) or stock transactions (purchasing shares), represent a significant portion of FDI, including mergers and acquisitions (M&A) that may trigger screening under the 2023 FDI regime if involving sensitive sectors and thresholds such as the acquisition of at least 25% (or, in certain ultra‑sensitive sectors, 10%) of the voting rights by a non‑EU investor. Acquisitions of minority interests in existing companies are also typical, especially for strategic partnerships, with notifications required for 10-25% stakes in high-turnover entities in defense, energy, or biotech. Joint ventures, often structured as collaborative entities between foreign and local firms, facilitate market entry and risk-sharing, commonly in technology and manufacturing. Other forms include subscriptions to capital increases, public takeover offers, and intra-group financial transactions via holding companies, which contribute to Belgium’s volatile FDI flows due to its role as a multinational conduit. Overall, these investments are supported by a stable legal framework, though post-2023 screening ensures protection of national security and public order without unduly restricting inflows.

Foreign investors are generally permitted to own 100% of a domestic company or business, with no statutory maximum percentage limitation on foreign ownership across most sectors, reflecting the country’s open and investor-friendly economy under the Belgian Company Code and EU principles of free movement of capital. This applies to both EU and non-EU investors, allowing full control through share acquisitions, asset purchases, or other structures, subject only to general corporate governance rules and merger control thresholds enforced by the Belgian Competition Authority. However, exceptions exist in regulated sectors where additional requirements or restrictions apply. Notably, in the aviation sector, non-EU investors are limited to a maximum of 49% ownership in Belgian air carriers to comply with EU Regulation 1008/2008, which mandates majority ownership and effective control by EU Member States or their nationals to maintain operating licenses. In other sensitive areas such as defense, energy, biotechnology, and media, while 100% ownership is possible, non-EU investments exceeding certain voting rights thresholds (e.g., 10% in defense or 25% in others) trigger mandatory screening under the 2023 FDI regime to assess risks to national security, public order, or strategic interests, potentially leading to conditions, modifications, or prohibitions by the Interfederal Screening Commission.

Foreign investors are generally permitted to invest in and hold the same classes of stock or other equity securities as domestic shareholders, without discrimination based on nationality. This principle aligns with EU free movement of capital rules and Belgium’s open investment climate. There are no blanket prohibitions on foreign ownership in either public (listed) or private companies, allowing non-EU investors to acquire shares, voting rights, or control on equal terms, subject to standard corporate governance and securities regulations.

However, since 1 July 2023, a mandatory FDI screening regime under the Cooperation Agreement applies to non EU investors (including EU incorporated entities ultimately controlled by non EU persons) acquiring stakes in Belgian entities active in strategic sectors (e.g., critical infrastructure, defense, biotechnology, energy, cybersecurity). Notification is required when such an investor directly or indirectly acquires, or increases, a holding to at least 25% of the voting rights in most covered sectors, or to 10% in certain ultra sensitive sectors (such as defense or biotechnology), provided the Belgian target exceeds specified turnover thresholds (currently between EUR 25 million and EUR 100 million, depending on the sector). The Interfederal Screening Commission reviews for risks to public order, security, or strategic interests, potentially imposing conditions or, exceptionally, blocking the investment. Asset deals and indirect acquisitions can also fall within scope if they result in a change of control or cause the relevant voting rights thresholds to be crossed.

This regime applies uniformly to public and private companies, though public firms may face additional transparency obligations under market rules. A separate ex post Flemish screening mechanism targets foreign control in public entities, but no equivalent exists in Wallonia or Brussels. For non-strategic sectors, no restrictions apply, and foreign exchange controls are absent.

Domestic businesses are predominantly organized and managed through companies incorporated under Belgian company law, rather than offshore entities. This approach ensures compliance with local governance, tax residency, and regulatory requirements, fostering transparency and alignment with EU standards. Key domestic company types include the private limited liability company (BV/SRL), the public limited liability company (NV/SA), the cooperative company (CV/SC), and partnerships like the general partnership (VOF/SNC). These public and private limited liability companies are favored for their flexibility, limited liability options, and straightforward management under the Belgian Companies and Associations Code (as amended in 2019 and subsequent updates), with many businesses also operating through branches, so their headquarters do not necessarily have to be located in Belgium.

Offshore companies, typically registered in low-tax jurisdictions, are not primary for domestic operations. They may be employed by multinational groups for holding purposes, asset protection, or international tax planning, but effective management from Belgium triggers tax residency here, subjecting them to corporate income tax (standard rate 25% as of 2025). Belgium’s “Cayman tax” (look-through taxation on low-taxed foreign entities) and global transparency initiatives (e.g., CRS, DAC6) discourage abusive offshore use, imposing reporting and taxation on income if control resides in Belgium. For purely domestic businesses, offshore structures risk reclassification, penalties, or inefficiency, making local incorporation the norm.

Foreign investors can fully own Belgian companies without restrictions in most sectors, reinforcing domestic organization. Exceptions apply in regulated industries (e.g., finance, energy), where approvals may be needed.

Domestic companies are governed by the Belgian Companies and Associations Code (2019, as amended). Main forms include:

Private limited company (BV/SRL): Flexible structure with no statutory minimum capital requirement (since 2019), limited shareholder liability, and restricted share transfers (approval clauses common). Suitable for SMEs; managed by one or more directors, who may be individuals or legal entities.

Public limited company (NV/SA): Requires €61,500 minimum share capital, limited liability, freely transferable shares (nominative or dematerialized), and may be managed by a single director, by a collegial board of at least three directors, or under a dual board structure (management board and supervisory board). Ideal for large enterprises or public listings; stricter governance and disclosure rules.

Cooperative company (CV/SC): Variable capital (no fixed minimum), limited liability, at least three members, and focus on mutual benefits and cooperative principles. Shares redeemable; less common for purely profit-driven businesses. This is an exceptional form which operates purely for cooperative goals.

Partnerships: General partnership (VOF/SNC) with unlimited joint and several liability, no minimum capital; limited partnership (CommV/SComm) with mixed liability (general partners unlimited, limited partners capped). Both VOF/SNC and CommV/SComm have legal personality; by contrast, the simple partnership (maatschap/société simple) has no legal personality unless this is expressly opted for.These forms are suited for collaborative ventures or professional practices.

Differences primarily concern capital thresholds, liability scope, share transferability, management complexity, and scalability (e.g., BV/SRL simpler vs. NV/SA’s more rigorous governance).

Domestic shareholders typically prefer the BV/SRL for its simplicity, low setup costs, and flexibility in small/family businesses, while larger corporates and groups often make use of the NV/SA.

Foreign investors/shareholders also frequently favor the BV/SRL for private companies, except if they intend to list the company or require the more internationally familiar NV/SA structure.

Reasons for foreign preference include no residency requirements for directors/shareholders, minimal capital (facilitating entry), adaptable governance (e.g., customized share classes and flexible profit distribution), limited liability protection, and easier compliance compared to NV/SA’s higher capital and formality, which are generally better suited to larger operations, complex governance structures or capital markets transactions. A disadvantage of the NV/SA is that the distribution tests for profit distributions are stricter.

Forming a company in Belgium requires compliance with the Companies and Associations Code (2019, as amended). The main corporate forms are the BV/SRL (private limited company) and the NV/SA (public limited company). Several authorities are involved: a notary authenticates the incorporation deed; the registrar at the Enterprise Court (ondernemingsrechtbank / tribunal de l’entreprise) reviews the filing; the Crossroads Bank for Enterprises (CBE) assigns the company’s enterprise number; and an extract is published in the Belgian Official Gazette. The Federal Public Service Finance manages VAT and tax registration, and social security funds handle the company’s social security affiliation. In principle, non EU/EEA self employed natural persons acting as directors (rather than corporate founders as such) must obtain a professional card from the FPS Economy to carry out independent activities in Belgium, and certain sectors require additional approvals (for example, the FASFC for food-related activities or financial regulators for regulated financial services).

The typical process includes: choosing the company form and name (and checking name availability with the CBE); drafting the articles of association and a financial plan covering at least two years; opening a bank account and depositing the capital contribution or own equity contribution(and obtaining a bank certificate, where required); having the incorporation deed notarized; filing with the Enterprise Court; obtaining the CBE number; publication in the Official Gazette; and registering for VAT, social security, and the NSSO if employees are hired.

For capitalization, the BV/SRL has no legal minimum, but must have “sufficient” equity in line with the financial plan. The NV/SA requires a minimum capital of €61,500, fully subscribed, with at least 25% of the nominal value of each share paid up in cash at incorporation (and contributions in kind fully paid up). Incorporation usually takes from a few days to around 2–4 weeks, depending on the quality of the documentation and the efficiency of the notary and bank, particularly where foreign investors are involved. Both BV/SRL and NV/SA can have a single shareholder. Shareholder registers are kept internally and are not public, while the Ultimate Beneficial Owners (UBO) register is accessible to authorities and to members of the public who demonstrate a legitimate interest as well as to certain obliged entities (such as notaries, banks and auditors) for anti money laundering purposes.

Foreign investors (non EU investors, including EU incorporated entities ultimately controlled by non EU persons) can generally acquire shares in private companies or assets without specific foreign investment restrictions. Such transactions are subject to normal corporate formalities (for example, share transfer approvals in the articles of association of a BV/SRL) and standard legal and financial due diligence. There are no foreign exchange controls. Since 1 July 2023, however, a foreign direct investment (FDI) screening regime under the Cooperation Agreement requires mandatory notification of certain investments in strategic sectors. These are reviewed by the Interfederal Screening Commission (ISC) to assess risks to public order, security, or other strategic interests.

For share acquisitions, prior notification is required if an investor acquires: (i) at least 25% of the voting rights in an entity active in critical infrastructure (energy, transport, health, digital, defense, media), essential technologies (such as AI, semiconductors, cybersecurity), critical inputs (energy, food), sensitive data, private security, or biotech (where turnover exceeds €25 million); or (ii) at least 10% of the voting rights in defense, energy, cybersecurity, or digital infrastructure (where turnover exceeds €100 million). This applies to direct and indirect acquisitions, including minority stakes that confer control. Filings are mandatory and a standstill applies until clearance. Similar thresholds apply to asset deals that confer control over divisions or assets in strategic sectors (such as IP or infrastructure), while greenfield investments are excluded. The notification is submitted to the ISC after signing via an online form (no fee). An initial assessment (30 days) may be followed by an in-depth screening (28+ days, extendable), leading to approval, conditional clearance, or prohibition. Non-compliance can trigger fines of up to 30% of the investment. Sectoral approvals (e.g., in finance) and merger control may apply in parallel, and Flanders also operates an ex post regime for public entities.

Foreign investors generally do not require prior governmental approval to acquire shares in a public company listed on Euronext Brussels through the domestic stock market, as there are no nationality-based restrictions under securities laws. Acquisitions are subject to standard market regulations, including transparency disclosures when crossing voting rights thresholds (e.g., 5%, 10%) under the Transparency Law (2007, as amended). However, since 1 July 2023, the FDI screening regime may apply to non-EU/EEA investors if the acquisition – whether a single trade or gradual accumulation – results in obtaining 10% or 25% of voting rights (sector-dependent, with turnover criteria, e.g., €100m for 10% in defense) in entities active in strategic sectors like critical infrastructure, biotechnology, or cybersecurity. Notification to the Interfederal Screening Commission (ISC) is mandatory post-signing or pre-execution, with a standstill until clearance; failure risks fines up to 30% of the investment.

The same framework governs direct (private) transactions from another shareholder: no general approval is needed, but FDI screening triggers if thresholds are met in sensitive sectors. For significant stakes (e.g., 30%+), the Takeover Decree requires a mandatory bid, overseen by the Financial Services and Markets Authority (FSMA), applicable to all investors. Sector-specific approvals (e.g., National Bank for financial institutions) may add requirements, but FDI remains the primary foreign-specific hurdle.

The acquisition of a controlling interest in a public company listed on a regulated market, such as Euronext Brussels, triggers a mandatory takeover bid obligation under the Law of 1 April 2007 on public takeover bids (as amended, the “Takeover Law”) and Royal Decree of 27 April 2007 (the “Takeover Decree”). Specifically, any natural or legal person, acting alone or in concert, who acquires securities conferring more than 30% of the voting rights must launch an unconditional mandatory bid for all remaining voting securities and securities giving access to voting rights (e.g., convertible bonds, warrants) at an equitable price, determined by an independent expert and approved by the Financial Services and Markets Authority (FSMA).

This threshold applies post-acquisition, with the bidder required to notify the FSMA immediately and suspend voting rights on excess shares until the bid is completed. The offer must be in cash or include a cash alternative, and the prospectus is subject to FSMA approval (typically 10-15 business days). Exceptions include acquisitions via voluntary bids, inheritance, or certain intra-group transfers, but passive crossings (e.g., due to share buybacks) may require notification and potential exemption.

For squeeze-outs, a bidder holding 95% of voting securities post-bid can compel minority shareholders to sell, with a simplified procedure if following a mandatory or voluntary bid. Non-compliance risks FSMA sanctions, including fines or bid invalidation. Foreign investors face no additional hurdles beyond FDI screening in strategic sectors.

The approval process for building a new facility, whether greenfield (undeveloped land) or brownfield (previously used sites), is decentralized across the three regions – Flanders, Wallonia, and Brussels-Capital – each handling urban planning, environmental, and construction permits under their competence. A unified environmental permit (omgevingsvergunning in Flanders, permis unique in Wallonia, permis d’environnement in Brussels) typically integrates building, environmental, and operational approvals, required for industrial projects to address zoning, environmental impact, and safety.

The general process begins with site selection and due diligence, engaging regional agencies like Flanders Investment & Trade (FIT) or VLAIO in Flanders, AWEX in Wallonia, or hub.brussels in Brussels for site databases and guidance. Applicants submit a detailed application including project plans, environmental impact assessments (EIA for large projects under EU Directive 2011/92/EU), soil surveys (mandatory for brownfields), and utility connection requests (e.g., to Elia for high-voltage electricity). Public inquiries and consultations follow, with decisions by municipal or regional authorities.

Timelines vary: 4-6 months for simple permits, up to 2-3 years for complex ones including appeals, with total project realization often 2-3 years. Costs include application fees (€500-€5,000), expert studies, and potential remediation with a large risk for license disputes.

Regional differences: In Flanders, the environmental permit is streamlined but land scarcity favors brownfields with incentives. Wallonia’s permis unique requires classification (Class 1-3) based on impact, with detailed forms for location, emissions, and waste. Brussels emphasizes urban integration.

Greenfield projects often involve rezoning agricultural land, prolonging approvals due to new infrastructure needs. Brownfields, encouraged via covenants (agreements with authorities for subsidies and facilitation), benefit from existing zoning and utilities but require contamination remediation under soil decrees, accelerating timelines by 6-12 months.
Additional approvals may include FDI screening for foreign investors in strategic sectors or sector-specific licenses (e.g., energy)

Investors may conduct transactions in any convertible currency, including foreign currencies, without restriction to the domestic euro, as the country adheres to EU principles of free movement of capital and maintains no foreign exchange controls beyond international sanctions regimes (e.g., UN or EU). Contracts typically specify the currency, and payments in foreign currency are permissible, though practical conversion through banks may occur for local obligations.

No prior approval from the National Bank of Belgium or any governmental agency is required to use foreign currency for payments in an acquisition, to contractors, or for employee salaries. Such transactions are executed freely via banks, subject only to standard anti-money laundering (AML) reporting for amounts exceeding €10,000 in cash or equivalent.
There are no statutory limits on the amount of foreign currency in any transaction or series of related transactions, provided they comply with AML and tax regulations.

Similarly, no approval is needed, and no limits apply, for foreign investors transferring foreign currency into Belgium for investments or operations.

Foreign investors face no approval requirements or limits when purchasing domestic currency (euro) within Belgium, as the euro is fully convertible.

Investors can freely purchase euros outside Belgium and transfer them into the country to fund acquisitions, pay third parties for goods or services, or cover employee salaries, without restrictions or approvals, aligning with Belgium’s open financial system.

Foreign investors are not subject to any general approval requirements for transferring domestic currency (euro) or foreign currency out of the country, whether for repatriation of profits, dividends, royalties, loan repayments, or capital divestment. This aligns with EU Treaty provisions on the free movement of capital, ensuring unrestricted cross-border payments and transfers without foreign exchange controls.

No governmental approval is required from entities such as the National Bank of Belgium, the Federal Public Service Finance, or any other authority for such outflows.

As no approval is needed, there is no associated timeline for processing.

There are no limitations on the amount of foreign or domestic currency that can be transferred out, provided the funds originate from legitimate sources. However, anti-money laundering (AML) regulations mandate banks to report suspicious transactions or those exceeding €10,000 in cash equivalents, but this reporting does not require prior approval and does not impede the transfer.

Since the regime is fully liberalized, no approval is required for individual transfers or in a blanket form for future ones. Exceptions may apply under international sanctions (e.g., EU or UN restrictions targeting specific countries, entities, or individuals), which could prohibit or require verification for certain transfers, but these are case-specific and not a standard requirement.

There is no specific tax or duty levied directly on the act of converting foreign currency, such as a stamp duty or transaction tax on the exchange itself. Currency exchange services provided by banks or financial institutions are generally exempt from VAT under EU rules implemented in Belgian law, as they qualify as exempt financial services.

However, any realized capital gains from exchange rate fluctuations during conversion may be taxable. As of December 2025, such gains are typically tax-free for individuals if they arise from normal private asset management (i.e., non-speculative holding). If deemed speculative (e.g., frequent trading), they are taxed as miscellaneous income at 33%. Foreign income must be declared in euros, with conversions at applicable rates, but this does not trigger a separate tax.

From 1 January 2026, a new 10% capital gains tax applies to gains on financial assets, including currencies (defined as liquid financial assets like foreign currency holdings), with an annual exemption of €10,000 (indexed) per taxpayer. Losses are deductible within the same category, but gains must be reported.

For foreign investors, double taxation treaties may provide relief on cross-border elements. Advise clients to consult a tax specialist for case-specific analysis, especially amid evolving reforms.

There is no specific tax or duty imposed on bringing foreign or domestic currency into the country, whether in physical form or via electronic means. Currency is not treated as dutiable goods under customs regulations, and no import tariffs or VAT apply directly to cash imports.

However, mandatory declaration rules apply for anti-money laundering purposes. When entering Belgium from outside the EU, any cash (including foreign currency equivalents) amounting to €10,000 or more must be declared to customs authorities upon arrival. Belgium also extends this requirement nationally: even when traveling within the EU (e.g., from another Member State), cash of €10,000 or more must be declared. “Cash” includes banknotes, coins, bearer cheques, and similar negotiable instruments; foreign currencies are valued at the official exchange rate.

Non-compliance can result in fines (up to 50% of the undeclared amount) or seizure, but these are penalties, not taxes. For investors, large transfers are typically handled electronically via banks, avoiding physical cash rules and potential scrutiny. No restrictions exist on bank transfers, though reporting may apply under FATCA/CRS for tax transparency.

Advise clients to use Form 2731 for declarations and consult customs (www.douane.belgium.be) for specifics, as rules align with EU Regulation 2018/1672.

The tax treatment of acquisitions differs significantly between asset deals and share deals, influencing transaction structuring for investors.

Share Deals: The acquisition of shares in a Belgian company is generally not subject to transfer taxes, registration duties, or stamp duties. However, stock exchange tax may apply at 0.35% on the transaction value for listed shares or certain secondary transfers, capped at €1,600 per transaction. Capital gains for sellers (individuals) are typically exempt if arising from normal private asset management; corporate sellers may benefit from participation exemption (95-100% exempt if conditions met). No VAT applies. Tax attributes and liabilities transfer with the company; no basis step-up for underlying assets.

From 1 January 2026 Belgium introduces a capital gains tax on “financial assets” (“meerwaardebelasting”), which will generally apply to gains realized by Belgian-resident individuals and non‑commercial legal persons (such as non-profit associations and private foundations) on a sale of shares for consideration. Non‑residents are not covered and commercial companies remain taxed under the corporate income tax, so they are outside the scope of this new measure.

A sale of shares (an onerous transfer) triggers the capital gains tax. Gifts, transfers upon death, partitions, and contributions to a marital community fall outside scope. Under the standard regime, gains are taxed at 10%, with an annual exemption of EUR 10,000 per person (indexed and, for spouses under a community property regime, doubled where the gain relates to joint property). Unused exemption can be carried forward for up to five years up to EUR 15,000. Where the seller holds a significant shareholding of at least 20% at the moment of the transfer (measured strictly per person), a specific regime applies: the first EUR 1,000,000 of gains over a rolling five-year period is exempt, and amounts above that are taxed at progressive rates of 1.25% (EUR 1,000,001–2,500,000), 2.5% (EUR 2,500,001–5,000,000), 5% (EUR 5,000,001–10,000,000) and 10% beyond EUR 10,000,000. A particular 16.5% rate applies to gains above EUR 1,000,000 on shares representing rights in a Belgian company when sold to a legal person with its real seat outside the EEA. If shares are sold to a company controlled by the seller (alone or together with spouse and family up to the second degree), the gain is taxed as an “internal gain” at 33%. Separately, gains arising from speculation or abnormal management of private wealth remain taxable as miscellaneous income at 33%.

Only gains realized from 1 January 2026 are taxed. Historical gains built up to and including 31 December 2025 are ring‑fenced. The gain equals the sale price less the acquisition value, with specific rules to fix the acquisition value as at 31 December 2025: for listed securities, the last closing price of 2025; for unlisted shares, defined methods (including a formula based on equity plus four times EBITDA of the last financial year before 1 January 2026, or an independent valuation by a statutory auditor or certified accountant) with the possibility to choose the most favorable option. For the five years up to 31 December 2030, if the historical acquisition cost is higher than the 31 December 2025 value, that higher historical cost may be used. Losses can be offset only within the same category and the same tax year. In principle, Belgian financial institutions withhold the tax at source under the standard regime, but share sales outside the bank circuit (including significant shareholding and internal gains) are reported via the tax return. A general anti‑abuse rule may apply, for example to sales of shares in companies with excess cash. The legislative texts are still in preparation and have not yet been enacted.

Asset Deals: Acquisitions of individual assets (ut singuli) or a going concern trigger VAT (21% standard rate) unless exempt as a transfer of universality or branch of activity under Article 11 VAT Code. Real estate transfers incur registration duties (10-12.5% regionally, on higher of price or market value). No Tax on Stock Exchange Transactions. Sellers face capital gains tax on assets (25% CIT rate, with possible deferral for reinvestment). Buyers obtain a basis step-up for depreciation; tax attributes do not transfer.

Share deals are often preferred for tax efficiency, especially in real estate-heavy targets, to avoid duties, but anti-abuse rules may recharacterize if intent is evasion.

The new capital gains tax targets financial assets. It does not generally apply to operating assets transferred in an asset deal and does not change the transfer tax/VAT rules on assets (such as real estate, equipment, or intangibles) or the corporate tax treatment of gains realized by companies. If an asset deal were to include financial assets (for example, investment gold or currency) and an individual Belgian-resident or a non‑commercial legal person sells such assets for consideration, capital gains tax may be triggered under the regimes outlined above.

“Stamp duty” typically encompasses the Stock Exchange Tax on securities transactions and registration duties (droits d’enregistrement) on certain transfers, especially real estate. These are not uniform “stamp duties” as in some jurisdictions but transaction-based levies.

Tax on Stock Exchange Transactions: Payable on the acquisition, sale, or repurchase of existing securities (e.g., shares, bonds, investment funds) when ordered by Belgian residents or executed via Belgian intermediaries. Rates (as of 2025): 0.12% (max €1,300) for bonds, real estate certificates, distributing EEA-registered ETFs/UCITS; 0.35% (max €1,600) for shares and similar; 1.32% (max €4,000) for accumulating funds. The financial intermediary withholds and pays the tax upon transaction settlement. Exemptions include primary market issuances, certain intra-group transfers, and non-residents without Belgian involvement.

Registration Duties: Required on transfers of Belgian real estate or in rem rights, calculated on the higher of sale price or market value. Standard rates: 12% (Flemish Region) or 12.5% (Brussels/Walloon). Share deals are exempt, but anti-abuse rules may recharacterize if evading duties. Minor stamp duties apply to specific documents (e.g., €0.15-€15 on bills of exchange).

No duties on general asset acquisitions unless tied to real estate. Regional variations and 2025 reforms (e.g., reduced rates) warrant case-specific advice.

Shares in private domestic companies (primarily BV/SRL) are not inherently easily transferable, as the default rule restricts free transfer to maintain the “closed” nature of the entity. However, articles of association can customize transfer rules, allowing free transferability, lock-up periods, approval clauses, rights of first refusal, or tag/drag-along provisions. Transfers require recording in the share register and may trigger tax implications (e.g., no stamp duty, but potential capital gains).

Shares can be held by non-residents outside Belgium without restriction, as there are no nationality requirements for shareholders. Foreign holders may benefit from dividend withholding tax exemptions under treaties or EU directives.

No general government approval is needed for a foreign investor to transfer shares to another foreign or domestic shareholder. However, FDI screening applies since July 2023 for acquisitions of 10%+ voting rights in strategic sectors (e.g., defence, energy, biotech), requiring notification and potential approval by the Interfederal Screening Commission. Sector-specific approvals may apply (e.g., FSMA for financial institutions).

Changes in shareholding are not publicly reported for private companies; the share register is internal and confidential. However, ultimate beneficial owners (UBO) holding 25%+ must be disclosed in the public UBO register, with updates required within one month of changes. Advise reviewing statutes and FDI thresholds case-by-case.

A mandatory foreign direct investment (FDI) screening regime has been in place since 1 July 2023 under the Cooperation Agreement of 30 November 2022, requiring prior notification for certain non-EU/EEA investments in strategic sectors to protect national security, public order, or federated entities’ strategic interests. Filings are submitted to the Interfederal Screening Commission (ISC), comprising federal and regional representatives, with its secretariat hosted by the Federal Public Service Economy.

Approval timelines involve an initial assessment phase of 30 calendar days from the completeness declaration (extendable for information requests), potentially leading to a screening phase of up to 28 days (extendable for complexities, EU consultations, or remedies, averaging 31-49 days overall). Standstill applies until clearance; tacit approval occurs if deadlines lapse.

Mandatory filing is triggered by direct or indirect acquisitions by non-EU/EEA investors of: (i) at least 25% voting rights in Belgian entities active in critical infrastructure (e.g., energy, transport, health), essential technologies (e.g., AI, semiconductors), critical inputs, sensitive data access, private security, or media; or (ii) at least 10% in defense, energy, or cybersecurity entities with turnover >€100 million, or biotech with >€25 million. Notifications occur post-signing but pre-closing.

If no mandatory filing, the ISC may initiate ex officio reviews for investments impacting security or order, potentially blocking them via corrective measures or prohibition.

For extraterritorial transactions (e.g., foreign parent acquisitions affecting Belgian subsidiaries), indirect changes in control or voting rights thresholds trigger mandatory filing if the Belgian entity falls within scope. Authorities can prohibit such indirect transfers if irremediable risks are identified. As of 2025, no blocks have occurred, with 100+ notifications processed annually, emphasizing data and health sectors. Advise pre-assessment via ISC guidelines.

Foreign investors typically exit their investments in domestic companies through trade sales via mergers and acquisitions (M&A), which dominate as the preferred route, often structured as controlled auctions to maximize value and ensure a clean divestment. These involve selling shares to strategic buyers or other private equity firms, with locked-box pricing mechanisms common (around 60% of larger deals) to facilitate swift distributions without post-closing adjustments. Secondary sales to continuation funds managed by the same sponsor, incorporating reinvestments, are increasingly used for portfolio extensions. Initial public offerings (IPOs) on Euronext Brussels provide another avenue, particularly for mature companies seeking public markets, though M&A accounts for over 85% of venture-backed exits in the EMEA region, reflecting a decade-low in IPO activity. Management buyouts or buybacks are viable for smaller stakes, while liquidation remains a last resort, taxable on asset distributions.

Tax implications favor share deals, with no transfer taxes, registration duties, or stamp duties on private company shares. Capital gains for individual sellers are generally exempt under normal asset management but, from 2026, subject to a 10% tax on financial assets exceeding €10,000 annually; corporate gains may qualify for participation exemption. If exiting via outbound restructuring, a new exit tax applies to companies transferring effective management abroad.

Regulatory hurdles include potential FDI screening for sales to non-EU buyers in strategic sectors, requiring Interfederal Screening Commission approval pre-closing, with standstill obligations. Merger control may apply if thresholds are met. Asset sales, less favored, trigger VAT (21%) and regional registration duties (10-12.5%) on real estate. Warranty and indemnity insurance is advisable for risk allocation, alongside double tax treaty considerations for cross-border efficiency. Case-specific advice is essential amid 2025 reforms.

Private companies rarely view an IPO as the preferred route to liquidity. The Belgian market is heavily SME‑oriented, and many such companies do not perceive a stock exchange listing as offering sufficient advantages relative to the costs and ongoing obligations. As a result, they more commonly rely on private equity transactions, secondary sales and trade sales, which are frequently chosen to achieve a complete exit for existing shareholders. Dual‑track processes (M&A alongside a possible IPO) are reserved for larger companies, given the significant internal resources required.

When an IPO is pursued, a domestic listing on Euronext Brussels is generally the natural option. Euronext Brussels forms part of the pan‑European Euronext group and offers multiple market segments and entry points, including three compartments based on market capitalisation and alternative platforms such as Euronext Growth and Euronext Access, which are tailored to mid‑caps and SMEs with lighter requirements. Euronext Brussels is recognised as a centre of excellence for biotech and regulated real estate, and companies active in these sectors may find particular advantages in listing there due to the specialist investor base and ecosystem. Belgian issuers already operating domestically also benefit from familiarity with local regulation and listing requirements, which can make a Brussels IPO more straightforward than seeking admission to a foreign exchange.

A foreign listing remains an option and, if chosen, does not prevent a subsequent sale of the company. Belgian corporate and financial law will continue to govern key mechanisms such as squeeze‑out and corporate restructurings. However, managing future M&A involving a foreign‑listed Belgian company introduces additional cross‑border complexity. The materials summarised here do not identify any specific foreign stock market as the preferred venue for Belgian private companies considering an overseas listing.

M&A, investment, and joint venture (JV) agreements typically favor arbitration over litigation for dispute resolution, particularly in cross-border contexts involving foreign investors, due to its confidentiality, procedural flexibility, speed, and enforceability under the New York Convention. This preference aligns with Belgium’s pro-arbitration framework, governed by the 2013 Arbitration Act (Part VI of the Belgian Judicial Code), which is based on the UNCITRAL Model Law and applies uniformly to both domestic and international arbitrations. For purely domestic transactions or smaller transactions, litigation in Belgian courts remains common, offering a reliable judicial system with specialized commercial courts in Brussels and other regions, but it is often viewed as slower and less private.

Arbitration clauses frequently specify institutions like the International Chamber of Commerce (ICC) for international disputes, given its global reputation, or the Belgian Centre for Arbitration and Mediation (CEPANI) when at least one party is Belgian, benefiting from local expertise and multilingual proceedings. Belgium is a popular seat, with Brussels often chosen for its neutrality and supportive courts that rarely intervene. Governing law is typically Belgian, though parties may choose foreign law under EU regulations (Rome I). In investment treaties, investor-state disputes may trigger international arbitration via bilateral investment treaties (BITs) or the Energy Charter Treaty, though recent motions (as of April 2025) seek to limit such mechanisms.

Hybrid clauses allowing asymmetric options (e.g., one party chooses arbitration or courts) are emerging trends, but must comply with public policy.

The duration of a typical contract dispute in domestic courts varies by complexity, court workload, and region, but recent statistics indicate significant delays, particularly in urban areas. At first instance, before tribunals of first instance or enterprise tribunals, cases generally take at least 12-24 months from filing to judgment, with simpler disputes resolved faster through summary proceedings (référé). According to the 2023 data from the College of Courts and Tribunals, average civil case durations at this level range from 300-500 days, though backlog reforms under the 2024 Justice Plan aim to reduce this.

If appealed to courts of appeal, proceedings add 18-36 months, with averages of 417 days in Liège to 1,061 days in Brussels as per 2023 figures, reflecting resource strains in the capital. The EU Justice Scoreboard 2025 notes stable or decreasing times in civil and commercial cases for Belgium, with disposition times at first instance around 450 days in 2023, but appeals remain a bottleneck. Cassation Court reviews, limited to legal points, typically take 6-12 months, bringing total final resolution for fully litigated cases to 3-6 years.

The CEPEJ 2024 report (2022 data) highlights Belgium’s overall disposition time for civil cases at approximately 500 days across instances, though trends show improvement with digitalization and procedural reforms. Parties often opt for arbitration to avoid delays. Advise assessing case-specific factors and regional variations.

Domestic courts are generally reliable in enforcing foreign investors’ rights under agreements and the law, underpinned by a strong rule of law framework and judicial independence. According to the World Justice Project Rule of Law Index 2025, Belgium ranks 17th globally with an overall score of 0.78 out of 1, reflecting high performance in civil justice accessibility, absence of corruption, and regulatory enforcement. The EU Justice Scoreboard 2025 highlights improvements in judicial efficiency across Member States, with Belgium maintaining stable disposition times for civil and commercial cases (around 450 days at first instance) and high perceived independence among the public (over 70% positive) and companies. Courts effectively enforce contracts, with historical World Bank data indicating a quality index of 13.5/18 for enforcement processes, though minor delays persist in appeals.

For foreign investors, Belgian courts uphold rights under bilateral investment treaties (BITs) and EU law, with robust recognition of foreign judgments via the Brussels Ia Regulation and enforcement of arbitral awards under the New York Convention, as courts rarely refuse on public policy grounds. The U.S. Department of State notes strong enforcement in intellectual property, benefiting investors in key sectors like pharmaceuticals. However, complex cases may face backlogs, prompting preferences for arbitration in investment agreements. Recent reforms under the 2024 Justice Plan aim to enhance digitalization and reduce delays, further bolstering reliability. Advise investors to consider specialized commercial courts for expedited resolution.

Belgium maintains a stable, investor-friendly legal framework under EU law and national regulations, with rare instances of alleged abuse of foreign investors. According to the UNCTAD Investment Dispute Settlement Navigator, key cases include:

• Ping An v. Belgium (2012): A Chinese investor challenged the nationalization of Fortis Bank during the 2008 financial crisis; the ICSID tribunal ruled in favor of Belgium.
• DP World v. Belgium (2017): UAE-based DP World contested the repossession of a port concession in Antwerp; the tribunal awarded the investor compensation.
• Libyan Investment Authority v. Belgium (2023, pending): Libyan sovereign funds allege mistreatment related to asset management.
• Ben Ferha v. Belgium (2024, pending): Involves an investment in a football club.

Additionally, Russian investors have threatened claims over frozen assets at Euroclear due to EU sanctions on Russia.

Cases of investor abuse are handled through domestic courts or investor-state dispute settlement (ISDS) mechanisms. Foreign investors may seek remedies under Belgian civil or administrative law, with appeals to the Court of Cassation. For treaty-based claims, arbitration under bilateral investment treaties (BITs) or the ICSID Convention is available (Belgium is a signatory and enforces awards under the New York Convention). EU law provides additional protections against discrimination. No disputes involving U.S. investors have been reported in the past decade.

Belgium recognizes and enforces international arbitral awards under the 1958 New York Convention, ratified in 1975 with a reciprocity reservation (applicable only to awards from other contracting states). This is integrated into the Belgian Judicial Code (Articles 1676-1723), reformed in 2013 to align with the UNCITRAL Model Law.

Enforcement requires an ex parte application to the President of the Court of First Instance for an exequatur order, granting the award the force of a domestic judgment. Opposition is possible within one month, but refusal grounds are limited to Article V of the New York Convention (e.g., invalid arbitration agreement, lack of due process, public policy contravention). Appeals proceed to the Court of Appeal and, on legal points, the Court of Cassation.

Belgium is also an ICSID Convention signatory; ICSID awards are directly enforceable without exequatur.

Recent updates include the 2024 Arbitration Act, simplifying timelines: three months for annulment challenges and one month for enforcement contests. Courts adopt a pro-enforcement stance, though rare suspensions occur, e.g., for illegal state aid (2019 Brussels Court case). No significant enforcement barriers reported in 2020-2025; Belgium remains highly arbitration-friendly for foreign investors.

Belgium maintains a robust network of foreign investment protection treaties, primarily through bilateral investment treaties (BITs) concluded under the Belgium-Luxembourg Economic Union (BLEU). As of December 2025, over 70 BITs remain in force, providing key protections such as fair and equitable treatment, safeguards against expropriation without compensation, national and most-favoured-nation treatment, and access to investor-state dispute settlement (ISDS) mechanisms. These treaties cover a diverse range of partners, with notable agreements involving major economies including China (signed 2005, in force 2009), the Russian Federation (1989, in force 1991), the Republic of Korea (2006, in force 2011), Saudi Arabia (2001, in force 2004), the United Arab Emirates (2004, in force 2007), and Qatar (2007, in force 2014). BITs with India (1997, in force 2001) and several intra-EU partners were terminated by 2017 and 2022, respectively, in line with EU policy.

For jurisdictions without standalone BITs, Belgium benefits from EU-wide trade and investment agreements that incorporate protection provisions. These include the Comprehensive Economic and Trade Agreement (CETA) with Canada (provisionally applied since 2017, including ISDS via the Investment Court System), the Economic Partnership Agreement with Japan (in force 2019), the Trade and Cooperation Agreement with the United Kingdom (in force 2021), and the Free Trade Agreement with New Zealand (in force 2024). Negotiations for similar pacts with Australia, Indonesia, and others continue. With the United States, an older Treaty of Friendship, Establishment, and Navigation (signed 1961, in force 1963) offers limited investment protections, but no modern BIT exists.

On the multilateral front, Belgium was a party to the Energy Charter Treaty (ECT, in force 1998), which facilitated energy sector investments. However, following the EU’s formal withdrawal notified in June 2024 and effective June 2025, Belgium’s participation has ended, subject to a 20-year sunset clause for pre-existing investments. This framework ensures comprehensive protections for foreign investors, aligned with EU law and international standards.