Best Securities Lawyers in Hasselt

About Securities Law in Hasselt, Belgium

Securities law in Hasselt is governed by Belgian federal law and European Union rules, and supervised primarily by the Financial Services and Markets Authority, known as the FSMA. Hasselt is part of the Antwerp Enterprise Court district and sits within the Flemish Region, but there is no separate city specific securities regime. If you issue, trade, advise on, or invest in shares, bonds, fund units, derivatives, structured products, or certain investment tokens, you are operating within a framework that combines EU regulations with Belgian statutes and FSMA guidance. Public offerings and listings are typically connected to Euronext Brussels, while private placements, crowdfunding, and employee share plans follow specific Belgian and EU exemptions and disclosure rules. Financial intermediaries are subject to conduct of business requirements, prudential oversight in some cases by the National Bank of Belgium, and strict anti market abuse and anti money laundering obligations.

Why You May Need a Lawyer

People and businesses in Hasselt commonly seek securities law advice when planning to raise capital, whether through a public offering with a prospectus or a private placement relying on exemptions. Legal counsel helps structure the offer, prepare compliant documents, navigate FSMA filings, and negotiate underwriting or placement agreements. Companies consider counsel for listings or admissions to trading, secondary offerings, buybacks, and employee equity plans. Founders and SMEs often need help deciding between a prospectus, an information note for smaller offers, or using an EU regulated crowdfunding platform, and understanding investor communications rules to avoid making an unintended public offer.

Intermediaries such as investment firms, tied agents, and advisors need guidance on MiFID II conduct of business requirements, product governance, suitability and appropriateness tests, inducements, and best execution. Public companies and some growth market issuers rely on lawyers for ongoing disclosure, insider list maintenance, market sounding protocols, closed period dealing, and notifications by persons discharging managerial responsibilities. Significant shareholders and activists require advice on transparency notifications, concerted action risks, and takeover rules. Investors and issuers sometimes face FSMA inquiries or enforcement about advertising, market abuse, or selling practices, where prompt legal support can reduce regulatory and reputational risk.

Disputes also arise. Shareholder conflicts, bondholder meetings, mis selling claims, warranty issues in investment agreements, collateral enforcement over dematerialized securities, and challenges to general meetings are handled before the Antwerp Enterprise Court division Hasselt or through arbitration. A lawyer familiar with local court practice and national securities rules can protect your position, manage deadlines, and coordinate expert evidence.

Local Laws Overview

Belgian securities law is a blend of directly applicable EU regulations and national acts. Public offerings and admissions to trading are governed by the EU Prospectus Regulation, with the FSMA acting as the competent authority for approval. Belgium complements this with the Law of 11 July 2018 on public offers of investment instruments and admissions to trading, which sets national rules for exempted smaller offers and advertising. Belgium has chosen a national exemption from the EU prospectus requirement for certain offers up to a multi million euro threshold, subject to conditions that often include preparing a short information document for investors and notifying the FSMA. Private placement exemptions apply where offers are limited to qualified investors, to fewer than a set number of persons other than qualified investors per member state, or where securities have a minimum denomination of 100,000 euro, among other criteria. Precise thresholds and conditions are technical and change over time, so transaction specific analysis is essential.

Market integrity is governed by the EU Market Abuse Regulation. It prohibits insider dealing and market manipulation, requires prompt disclosure of inside information by issuers, imposes insider list and closed period dealing controls, and mandates notifications of transactions by managers. Transparency of significant shareholdings is covered by the Law of 2 May 2007 and related decrees. Investors must notify the issuer and the FSMA when crossing certain voting rights thresholds. The default threshold is 5 percent of voting rights and each multiple of 5 percent thereafter, with many issuers adopting additional lower thresholds in their articles. Notification deadlines are short, so monitoring is important for active investors.

Takeover bids are regulated by the Law of 1 April 2007 and the FSMA takeover rules. A mandatory bid is generally required when a person or group crosses a control threshold in a listed company. Corporate law aspects relevant to securities issuance and transfers are found in the Belgian Companies and Associations Code, including rules on share classes, dematerialized securities, preemption rights, and shareholder meetings. Bearer securities have been abolished. Dematerialized securities are held through accounts with authorized institutions, and transfers and pledges follow specialized rules.

Financial intermediaries must comply with MiFID II conduct of business rules as implemented in Belgium, including authorization or registration where required, organizational requirements, client classification, product governance, and investor protection duties. Prudential supervision of banks and certain investment firms is carried out by the National Bank of Belgium, while the FSMA focuses on conduct of business supervision and prospectus and market oversight. Anti money laundering and counter terrorist financing obligations apply to intermediaries and certain service providers under Belgian AML law, with customer due diligence, monitoring, and reporting duties.

Crowdfunding for transferable securities and certain lending is governed by the EU Crowdfunding Regulation for platforms, with the FSMA supervising providers in Belgium. Offers made via a licensed EU platform use a standardized key investment information sheet for each project and follow investor protection measures, including knowledge checks and risk warnings. For employee offers, the Prospectus Regulation contains exemptions that can apply to share or option plans, provided specific information is made available to employees. Belgium also has specific tax rules for stock options that may influence plan design and timing.

Locally, disputes involving companies and professionals are handled by the Antwerp Enterprise Court division Hasselt for most business matters, with the Court of First Instance Limburg division Hasselt competent for certain civil and criminal issues. Company formations and many corporate actions require involvement of a Belgian notary, with filings made to the Crossroads Bank for Enterprises and publications in the Belgian Official Gazette. These procedural steps often run in parallel with securities law requirements during capital raises, restructurings, or listings.

Frequently Asked Questions

What counts as a security or investment instrument in Belgium

Belgian law uses the term investment instruments and EU law uses financial instruments. In practice, this includes shares, bonds, notes, warrants, depositary receipts, fund units, derivatives, and in some cases tokens that give rights similar to traditional instruments or represent transferable rights to a return. Whether a token is a financial instrument depends on its features, how it is marketed, and investor rights. The classification determines whether prospectus, MiFID, and market abuse rules apply.

Do I need a prospectus to raise capital

A prospectus is required for a public offer of securities or an admission to trading on a regulated market, unless an exemption applies. Common exemptions include offers to qualified investors only, offers to fewer than a limited number of non qualified investors per member state, securities with a minimum denomination of 100,000 euro, or small offers below EU wide thresholds. Belgium also provides a national regime for smaller public offers up to a set multi million euro threshold without an EU prospectus, typically subject to preparing a short information document and FSMA notification. The exact path depends on the amount, the investor target group, and the instrument type.

What is an information note and when is it required

For smaller public offers that do not require an EU prospectus in Belgium, the issuer may need to draw up a concise information note for investors and notify the FSMA before the offer starts. The note summarizes key risks, the business, and the terms of the offer in plain language. The requirement applies within defined size limits and conditions. It is not a simplified prospectus, but it carries legal responsibility for accuracy. A lawyer can help determine if your offer falls within this national regime and prepare a compliant document.

Can a Hasselt startup use crowdfunding to issue securities

Yes. Issuers can raise funds through an EU licensed crowdfunding platform that is authorized by the FSMA in Belgium. The platform will require a standardized key investment information sheet and will run investor knowledge checks and risk warnings. Non sophisticated investors are subject to enhanced protections and, depending on the platform, may face investment limits or cooling off periods. Crowdfunding campaigns remain subject to advertising and fair presentation rules. Early legal input helps align the campaign with securities, consumer, and advertising requirements.

What are my ongoing obligations if my securities are traded

Issuers with securities admitted to trading on a regulated market such as Euronext Brussels must publish periodic financial reports, ad hoc inside information, and maintain insider lists and dealing policies. Issuers on multilateral trading facilities or growth markets are generally subject to the EU Market Abuse Regulation for market integrity obligations, and to market rulebooks for admission and ongoing requirements. Directors and certain managers must report their transactions in issuer securities within short deadlines. A compliance calendar and clear internal procedures reduce the risk of breaches.

When must I notify significant shareholdings in a Belgian issuer

Under the Transparency Law, holdings of voting rights in Belgian issuers must be notified when crossing the 5 percent threshold and each multiple of 5 percent thereafter, calculated on an aggregated basis and including certain financial instruments that give a similar economic exposure. Many issuers add lower thresholds in their articles that also trigger notification. Notifications must be made to the issuer and the FSMA within short statutory deadlines measured in trading days. Failing to notify can lead to suspension of voting rights and sanctions.

How are tokens and crypto assets treated by Belgian regulators

If a token qualifies as a financial instrument, securities law applies, including prospectus, MiFID, and market abuse rules. If it does not, other regimes may still apply, such as Belgian rules on advertising crypto assets to the public, which require risk warnings and, for mass campaigns, prior notification to the FSMA. Service providers such as exchange and custody providers are subject to registration and AML obligations. A functional analysis is needed to assess the correct regime before any offer or marketing.

How long does FSMA prospectus approval take and what does it cost

Under the EU Prospectus Regulation, the FSMA reviews drafts within indicative review periods, which vary depending on the type of offer and the complexity of the issuer. First round reviews often take between 10 and 20 working days, with additional time for comments and amendments. Fees for prospectus approval follow an FSMA fee schedule and depend on the product. Legal, accounting, and underwriting costs are separate. Early engagement and a clear timetable with your advisors help avoid delays.

Can I pledge dematerialized shares or bonds as collateral

Yes. Belgium has a Financial Collateral Law that allows efficient pledges over financial instruments, including dematerialized securities, and cash. Pledges are perfected by control over the account or other agreed mechanisms, and can be enforced without court intervention if the parties agreed to appropriation or private sale. Documentation with your account keeper and lender is crucial to ensure enforceability and to manage corporate law restrictions on transfer or voting.

Which court in Hasselt hears securities related disputes

Most business and company disputes, including shareholder conflicts, director liability, and certain securities claims, are handled by the Antwerp Enterprise Court division Hasselt. Civil matters outside the enterprise jurisdiction can be brought before the Court of First Instance Limburg division Hasselt. Urgent interim relief is available in summary proceedings. Parties can also agree to arbitrate, often under CEPANI rules, with Hasselt as the seat if preferred.

Additional Resources

Financial Services and Markets Authority FSMA - the Belgian market conduct regulator for prospectuses, market abuse, crowdfunding, and investor protection.

National Bank of Belgium NBB - the prudential supervisor for banks and certain investment firms and market infrastructures.

Euronext Brussels - the regulated market and associated growth segments for listings and admissions to trading in Belgium.

Belgian Official Gazette Belgisch Staatsblad - for publication of company decisions and legal notices.

Crossroads Bank for Enterprises Kruispuntbank van Ondernemingen - the central registry of company identification and filings.

Antwerp Enterprise Court division Hasselt - the local business court for company and commercial disputes.

Federal Public Service Finance - for the UBO register and tax related obligations affecting securities transactions and employee equity.

VLAIO Agentschap Innoveren en Ondernemen - Flemish agency offering guidance and support programs that often interface with financing and investment readiness.

Febelfin and sector associations - for industry standards and updates on Belgian financial services practices.

Next Steps

Clarify your objective and timeline. Decide whether you need a public offering, a private placement, a crowdfunding campaign, or a listing. Each path has different documentation, costs, and regulatory touchpoints.

Map your investor target group and size the raise. Eligibility for exemptions depends on who you approach, how many people you contact, the denominations you use, and the total amount. Careful planning helps avoid accidentally triggering a prospectus.

Engage a securities lawyer early. Ask for a scoping call to confirm the correct regulatory route, approval or notification requirements, and an execution plan that fits your budget and deadlines. Counsel can coordinate with your notary for corporate approvals, your accountants for financial information, and any underwriters or platforms.

Prepare core documents and controls. Expect to produce term sheets, risk factors, financial statements, corporate approvals, shareholder resolutions, and policies for insider handling and disclosure if you will be traded. Build a data room and keep a clean audit trail of all investor communications.

Contact the FSMA or your platform as needed. Determine whether you need a prospectus approval, an information note notification, or a crowdfunding key information sheet. Align your advertising and social media plans with the applicable rules and required risk warnings.

Plan for post closing obligations. Set up transparency notification monitoring, insider lists, dealing codes, and reporting calendars if your securities will be traded. If you are an intermediary, refresh your MiFID policies, client classifications, and AML procedures.

If a dispute or investigation arises, act quickly. Preserve evidence, suspend potentially problematic communications, and seek legal advice before responding to regulators or counterparties. Early engagement often improves outcomes and narrows issues.

A short initial consultation with a Hasselt based securities lawyer can help you understand the specific steps, documents, costs, and timelines for your situation and reduce regulatory and execution risk from the start.