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Securities law in Belgium is largely national and European in scope, and it applies equally in Hasselt. Companies in Hasselt that issue shares, bonds, warrants, fund interests, or other investment instruments must comply with Belgian and EU rules on offering, trading, disclosure, and market conduct. Oversight is primarily exercised by the Financial Services and Markets Authority FSMA for conduct and investor protection, and by the National Bank of Belgium NBB for prudential supervision of certain institutions. Listed securities trade mainly on Euronext Brussels. Disputes involving businesses are heard by the Enterprise Court of Limburg, Hasselt division, which is the local forum for many corporate and financial matters.
Whether you are a scale-up seeking growth capital, a family business considering a bond placement, a financial intermediary serving clients in Limburg, or an investor with questions about your rights, the same framework of Belgian statutes and EU regulations will govern your situation. Local knowledge still matters, for example in language requirements, court practice in Limburg, and access to nearby professional and regulatory resources.
Preparing a public or private offer of securities. A lawyer can assess whether your fundraising triggers the EU Prospectus Regulation, whether a Belgian information note regime applies for smaller offers, and how to structure private placements to fit within exemptions.
Compliance for listed or MTF quoted companies. Issuers need policies for inside information, insider lists, dealing codes, closed period trading restrictions, managers transactions reporting, and timely disclosure obligations under the EU Market Abuse Regulation and transparency rules.
Mergers, acquisitions, and control transactions. Crossing control thresholds can trigger a mandatory takeover bid and strict pricing rules. Legal advice is essential for strategy, timetable, and documentation.
Shareholder and governance issues. Drafting articles of association, transfer restrictions, voting arrangements, and general meeting procedures must align with the Belgian Code of Companies and Associations and securities disclosure rules.
Employee incentive plans. Equity plans, options, and RSUs touch securities, tax, and employment law. Counsel can help design compliant plans and prepare required disclosures.
Investment services and products. Banks, brokers, fintechs, and crowdfunding platforms must have the right licenses under MiFID II or the European crowdfunding regime, robust conduct procedures, and compliant marketing materials.
Funds and asset management. Setting up or marketing UCITS or AIFs in Belgium requires filings, documentation, and adherence to distribution rules, including key information documents for retail investors where applicable.
Enforcement and investigations. If the FSMA requests information, opens an investigation, or proposes sanctions for market abuse, advertising breaches, or product governance issues, experienced counsel helps manage exposure and engagement.
Crypto and digital assets. Depending on their features, tokens can qualify as investment instruments and fall under Belgian rules, and advertising to Belgian consumers is subject to FSMA standards. Legal analysis is needed before any offer or campaign.
Disputes and claims. Mis-selling, prospectus liability, or broker execution issues may lead to litigation before the Enterprise Court or to alternative resolution with the financial ombudsman.
Offers to the public and prospectuses. The EU Prospectus Regulation sets the baseline for when a prospectus approved by the competent authority is required. Belgium complements this with the Law of 11 July 2018 and allows a national regime for smaller public offers up to a specified threshold over 12 months, typically subject to an information note and other conditions. There are also EU and Belgian exemptions for private placements and offers to qualified or limited investors.
Market conduct and inside information. The EU Market Abuse Regulation applies to issuers on regulated markets and certain multilateral trading facilities. It prohibits insider dealing, unlawful disclosure, and market manipulation. Issuers must publish inside information as soon as possible unless a delay is justified and confidentiality is ensured. Insider lists, dealing policies, and closed period rules are required, and managers must notify their transactions.
Shareholding transparency. The Belgian Law of 2 May 2007 requires notifications when voting rights thresholds are crossed. Legal thresholds include 5 percent and higher bands, and issuers may set additional lower thresholds in their articles, commonly 3 percent. Disclosures go to the issuer and the FSMA and must be made promptly.
Takeover bids. The Law of 1 April 2007 on public takeover bids governs voluntary and mandatory offers. Acquiring control at or above 30 percent of voting securities generally triggers a mandatory bid. Squeeze out and sell out rules typically apply at 95 percent.
Listing and trading. Admission to trading on Euronext Brussels or MTFs like Euronext Growth requires meeting rulebook conditions and ongoing obligations. Corporate actions, financial reporting, and significant events must be communicated in a timely and accurate way.
Investment services and distribution. MiFID II and Belgian implementing laws govern licensing, conduct of business, product governance, suitability and appropriateness, best execution, inducements, and recordkeeping for investment firms and credit institutions. Marketing to retail investors is closely supervised, and there is an FSMA moratorium on particularly complex structured products for retail distribution.
Funds and asset managers. UCITS and AIFs are regulated through EU directives and Belgian laws. Marketing to Belgian investors may require prior notification or authorization and the provision of key information documents to retail investors.
Crowdfunding. Since the European Crowdfunding Service Providers Regulation applies, platforms need authorization as ECSPs and must provide standardized disclosure including key investment information sheets. Belgium also maintains certain national conduct and advertising rules.
Securities form and settlement. Bearer securities have been abolished. Shares and bonds are typically registered or dematerialized and held through Euroclear Belgium or intermediaries. Corporate and securities issuance rules sit within the Belgian Code of Companies and Associations.
Anti money laundering and data protection. The Belgian AML Act imposes due diligence and reporting obligations on financial institutions and certain issuers or platforms. Data processing must comply with the GDPR, including in investor onboarding and communications.
Tax touchpoints. Belgian residents may face a stock exchange tax on secondary market transactions and withholding tax on dividends, subject to exemptions or treaty relief. Tax analysis should be part of every offering and investment service design.
Belgian law uses the broader concept of investment instruments, which includes shares, bonds, notes, warrants, fund units, depositary receipts, and certain rights or tokens that represent or provide a financial return. The classification depends on legal features, not on the label given by the issuer.
You need a prospectus approved under the EU Prospectus Regulation when making a public offer of securities in Belgium unless an exemption applies. Belgium provides a national regime for smaller offers up to a set monetary threshold over 12 months that can avoid a full prospectus but require an information note and other investor protections. Private placements to qualified investors or to a small number of investors can also be exempt.
Advertising is regulated. Communications must be consistent with the prospectus or information note and be fair, clear, and not misleading. Pre marketing without approval can breach the rules unless you strictly limit content and audience under an applicable exemption. Always have counsel review any teaser, website, or social media content before publication.
Insider dealing, unlawful disclosure of inside information, and market manipulation are prohibited under the Market Abuse Regulation. Issuers must identify and handle inside information, keep insider lists, and disclose inside information to the market as soon as possible unless a justified and confidential delay applies. Persons discharging managerial responsibilities must observe closed periods and report their transactions.
Issuers must publish periodic financial reports, disclose inside information, update on changes in rights attached to securities, and make available information for general meetings and corporate actions. They must also receive and publish notifications of significant shareholdings.
You must notify when your voting rights cross legal thresholds starting at 5 percent, and any additional thresholds that the issuer sets in its articles of association. Notifications are due quickly to the issuer and the FSMA. Aggregation of derivatives and similar instruments may be required.
Acquiring control at or above 30 percent of voting securities typically triggers a mandatory bid for the remaining securities at an equitable price determined by statutory criteria. There are detailed timing, funding certainty, and disclosure requirements.
Yes, but the platform must be an authorized European crowdfunding service provider and the offer must comply with ECSP disclosure, investment limits for retail investors, and advertising standards. Depending on size and structure, Belgian information note rules or other exemptions may also apply.
The FSMA oversees conduct, public offers, market abuse, transparency, marketing, and retail investor protection. The NBB handles prudential supervision of banks and certain investment firms. The FSMA can inspect, request information, issue orders, and impose administrative fines. Serious breaches can be referred for criminal prosecution. Civil liability can also arise for misleading information or non compliance.
Penalties range from warnings and orders to suspend offers, to administrative fines, trading suspensions, director disqualifications, and civil damages claims. In serious cases such as market manipulation or insider dealing, criminal sanctions can apply. Early legal advice helps reduce risk and shows good faith cooperation.
Financial Services and Markets Authority FSMA. Belgiums conduct regulator for offers to the public, listings, market abuse, marketing rules, and investor protection.
National Bank of Belgium NBB. Prudential supervisor for banks and certain investment firms and central authority for financial stability matters.
Euronext Brussels. Listing department and rulebooks for regulated market and MTFs, including admission and ongoing obligations.
Enterprise Court of Limburg, Hasselt division. Local court competent for many business and securities related disputes and corporate matters.
Ombudsman for financial services Ombudsfin. Independent body for alternative dispute resolution between consumers and financial institutions.
Federal Public Service Economy FPS Economy. Information on market practices, advertising standards, and consumer protection relevant to financial promotions.
Federal Public Service Finance FPS Finance. Guidance on withholding taxes, the stock exchange tax, and investor tax obligations.
Crossroads Bank for Enterprises and Belgian Official Gazette. Sources for company filings, articles of association, and corporate actions.
Euroclear Belgium. Central securities depository for dematerialized securities and corporate action processing.
Financial Intelligence Processing Unit CTIF CFI. AML reporting authority for suspicious transaction reports under Belgian AML law.
Define your objective and timeline. Clarify whether you aim to raise equity or debt, target retail or qualified investors, and whether you plan to list or remain private. Timing affects disclosure, approvals, and marketing flexibility.
Map your regulatory path. Ask counsel to confirm whether your transaction is a public offer, qualifies for an exemption, or falls under the Belgian information note regime, and what filings or approvals are required. For services businesses, confirm licensing and passporting under MiFID II or ECSP rules.
Prepare core documents early. A term sheet, investor presentation, financial statements, risk factors, and corporate approvals are usually needed. Ensure consistency across all communications and have them legally reviewed before publication.
Set up compliance infrastructure. Implement insider information procedures, insider lists, dealing codes, and disclosure controls. Assign responsible officers and train relevant staff.
Choose the right adviser in Hasselt or nearby. Look for a lawyer with securities and capital markets experience, familiarity with FSMA practice, and local court knowledge. Discuss scope, timeline, fees, and who will handle drafting, filings, and regulator interactions.
Coordinate with other professionals. Your auditor, broker or placement agent, paying agent, and communications team must align on content, timing, and verification. For cross border offers, align language and home host state choices.
Document and evidence good process. Keep minutes, approvals, and verification records. Accurate recordkeeping helps with FSMA queries and reduces liability risk.
Reassess tax and post closing obligations. Confirm withholding and investor tax documentation, stock exchange tax implications for Belgian investors, and ongoing reporting duties after closing.
If you face an investigation or dispute, engage counsel promptly. Preserve evidence, avoid further public statements without advice, and coordinate responses to the FSMA or the court to protect legal and strategic positions.
With clear objectives, early legal input, and disciplined execution, you can meet regulatory requirements, protect investors, and achieve your financing or investment goals in Hasselt and across Belgium.
