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Namur sits in the French-speaking region of Wallonia and follows Belgian law applicable to private equity. Private equity activity in Namur typically involves Belgium-based portfolio companies and cross-border targets, often using Belgian SPVs to hold investments. The regulatory framework combines national company law with EU considerations, and is enforced by Belgian authorities at the federal level.
In practice, a private equity deal in Namur usually starts with a letter of intent, followed by due diligence, a share purchase agreement and a carefully drafted exit plan. Portfolio companies may require governance updates and minority protections for investors. A Belgian lawyer or avocat helps align deal terms with Belgian corporate norms and tax rules.
Belgian lawyers commonly work with notaries for share transfers and with the Financial Services and Markets Authority for fund and management company compliance. The Namur market frequently involves mid-market manufacturing, logistics and services firms, where private equity activity focuses on growth or consolidation strategies. You will often see structures using Belgian BV (Besloten Vennootschap) or NV (Naamloze Vennootschap) forms for target and holding entities.
Belgium's Code des sociétés et des associations consolidates company law and became effective on 1 May 2019.
Source: ejustice.just.fgov.be - Code des sociétés et des associations
Belgium transposed the Alternative Investment Fund Managers Directive through the Law of 3 August 2012 relative to certain funds d'investissement alternatifs and to management companies.
Source: ejustice.just.fgov.be - Loi relative aux fonds d'investissement alternatifs
Private equity transactions in Namur involve several complex steps where a specialist avocat is essential. Below are concrete scenarios where legal counsel adds value in practice.
In addition, a local lawyer can assist with cross-border elements when the target or the fund has connections outside Belgium, ensuring compliance with Belgian and EU rules on cross-border investments and securities offerings.
Belgian private equity activities in Namur are governed by a combination of national statutes and regulatory guidance. Below are two to three key laws and regulations that commonly shape private equity in Namur.
Code des sociétés et des associations (Code of Companies and Associations) governs corporate forms, governance, capital, minority protections and reorganisations used in private equity transactions. It applies uniformly across Belgium, including Namur. The 2019 reform consolidated company law into a single Code.
Loi relative aux fonds d'investissement alternatifs et à des sociétés de gestion (Law on Alternative Investment Funds and Management Companies) implements aspects of the EU Alternative Investment Fund Managers Directive (AIFMD) in Belgium. It shapes how private equity funds are structured, marketed, and regulated in terms of licensing, reporting and oversight.
Financial Services and Markets Authority (FSMA) regulations oversee the registration, operation and supervision of investment funds and their managers in Belgium. This includes requirements for transparency, risk disclosures, and ongoing reporting for private equity structures operating in Namur and across Belgium.
The French-speaking Wallonia region and the national authorities use FSMA guidance to regulate fund managers and private equity activities.
Source: FSMA - The Belgian Financial Services and Markets Authority
Recent changes and trends include a continued emphasis on investor protection, enhanced disclosure for fund managers, and governance requirements for alternative investment funds. Belgian practice has also seen a push toward harmonised EU standards for cross-border private equity operations and stricter scrutiny of fund marketing to retail clients.
Private equity involves investing in private or non-listed Belgian companies, often with a plan to improve performance and exit at a higher value. It typically uses a fund or investment vehicle and governance rights.
Deals begin with a nondisclosure agreement and a non-binding letter of intent, followed by due diligence and drafting of a share purchase agreement. Local practice includes notary involvement for share transfers.
NV is a public limited company suitable for larger deals or listed targets; BV (BV/SRL) is a private company with restrictions on share transferability. Private equity often uses BV for portfolio companies and SPVs.
Yes. A local avocat will manage Belgian regulatory requirements, contract drafting, and interactions with notaries and the FSMA where needed.
From initial LOI to closing, expect 6 to 12 weeks for a mid-market deal, longer if cross-border issues arise or if regulatory approvals are needed.
The participation exemption allows certain dividends and capital gains from qualifying shareholdings to be tax-exempt. Specific criteria apply and professional tax advice is recommended.
Due diligence covers financial, legal, tax, employment, IP and regulatory risks. It identifies hidden liabilities and informs the final price and warranties in the SPA.
Marketing to residents depends on fund type and regulatory status as an approved investment vehicle. Professional and high-net-worth investor exemptions may apply.
A shareholder agreement addresses governance, transfer restrictions, tag-along and drag-along rights, and exit mechanics. It complements the SPA and the articles of association.
No significant jurisdictional differences exist within Belgium; private equity law is national, but local practice varies with the availability of advisers and banks in each city.
Fees vary by matter complexity and the size of the deal. Expect fixed fees for standard documents and hourly rates for complex negotiations and due diligence.
In Belgium, notaries play a key role in share transfers and capital changes, ensuring proper filing and authentication of documents. Local expertise helps ensure compliance.
