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Securities law in Modave operates under Belgian national and European Union frameworks. Although Modave is a small municipality in the Province of Liège, residents, local entrepreneurs, and investors are subject to the same securities rules that apply across Belgium. The Financial Services and Markets Authority - FSMA supervises market conduct, prospectuses, public offerings, and investor protection, while the National Bank of Belgium - NBB oversees prudential supervision of certain financial institutions. Securities in Belgium include shares, bonds, units in undertakings for collective investment, certificates, depositary receipts, and other investment instruments that qualify as financial instruments under MiFID II.
Belgium is a civil law country. Securities offerings, listings, advertising, and trading are regulated by a combination of EU regulations that apply directly and Belgian laws and royal decrees. Issuers can be companies incorporated under the Belgian Companies and Associations Code, such as SRL - BV or SA - NV. Securities can be issued in registered or dematerialised form. Bearer securities have been abolished. Trading in listed securities typically occurs on Euronext Brussels, but investors and issuers located in Modave may participate in private placements and crowdfunding that are not exchange listed, subject to specific rules.
Disputes related to securities are generally heard by the Enterprise Court - Tribunal de l’entreprise or the Court of First Instance, depending on the parties and the subject matter. For Modave, proceedings are usually brought in the judicial district of Liège, with the language of proceedings typically French. Out-of-court options include mediation and complaints to Ombudsfin - the Financial Services and Markets Ombudsman.
Securities matters can carry significant legal risk and strict compliance deadlines. You may need a lawyer in the following situations.
When raising capital for a Modave-based business, including drafting a private placement memorandum, an information note for a small public offer, or a full prospectus. A lawyer can advise on exemptions, investor eligibility, and FSMA notifications.
When structuring a crowdfunding campaign or using an EU-authorised crowdfunding service provider. Legal advice helps align your offer with Belgian rules, investor caps, and disclosure requirements.
When planning or executing a listing on Euronext Brussels or another trading venue. Counsel can manage listing rules, ongoing disclosure, insider lists, and market abuse compliance.
When communicating with potential investors. Belgium imposes strict advertising and marketing standards for investment products, including risk warnings and prior notifications in some cases.
When dealing with insider information and market abuse risks. Directors, employees, and advisers must follow policies on inside information, trading windows, and disclosures to avoid civil and criminal liability.
When facing shareholder disputes over dilution, pre-emptive rights, convertible instruments, employee stock options, or governance under the Companies and Associations Code.
When you suffered investment losses and suspect mis-selling, unsuitable advice, inadequate disclosure, or conflicts of interest by an intermediary. A lawyer can assess claims under MiFID II conduct of business rules and Belgian civil liability law.
When considering or defending a takeover bid, squeeze-out or sell-out, or a significant stakebuilding that triggers transparency notifications.
When dealing with cross-border offers targeting Belgian investors, including marketing UCIs or foreign securities into Belgium.
Prospectuses and public offers. The EU Prospectus Regulation applies to public offers of securities and admissions to trading on a regulated market. In Belgium, the Law of 11 July 2018 on public offers of investment instruments and admissions complements the EU framework. Offers below certain thresholds may be exempt from a full prospectus but can still require a lighter information note or notice to the FSMA, depending on the amount, investor type, and structure.
Market abuse. The EU Market Abuse Regulation applies in Belgium. It prohibits insider dealing, unlawful disclosure of inside information, and market manipulation. Issuers must maintain insider lists, disclose inside information promptly unless a delay is justified, and implement sound internal controls.
MiFID II conduct rules. Investment firms serving clients in Modave must comply with MiFID II as implemented in Belgium, including suitability or appropriateness assessments, inducement rules, best execution, product governance, and disclosure of costs and charges. These rules underpin many client disputes and supervisory actions.
Transparency of major shareholdings. The Law of 2 May 2007 requires shareholders to notify issuers and the FSMA when crossing set thresholds of voting rights in listed companies. Issuers can set lower additional thresholds in their articles of association.
Takeover bids. The Law of 1 April 2007 governs public takeover bids, mandatory bids when crossing control thresholds, squeeze-out and sell-out mechanics, and bid documentation and timing overseen by the FSMA.
Company law for issuers. The Companies and Associations Code sets rules on share classes, convertible instruments, authorisations to issue securities, pre-emptive rights and their limitation, distribution of profits, and corporate approvals. SRL - BV and SA - NV forms are most relevant for capital markets activity.
Dematerialised securities and settlement. Belgian securities are typically held in dematerialised form through accounts with intermediaries. Settlement infrastructures include Euroclear Belgium and systems overseen by the NBB. Corporate actions and voting follow specific formality rules.
Crowdfunding. The EU Crowdfunding Regulation creates a passporting regime for platforms. Offers carried through authorised platforms benefit from a standardised key investment information sheet and investor protections, subject to investment limits for non-sophisticated investors.
Advertising of investment products. Belgian rules require clear, fair, and not misleading communications, consistent with the prospectus or information note. Certain mass marketing campaigns must include prescribed risk warnings and may require prior notification to the FSMA.
Cryptoassets and tokens. Where a token qualifies as a financial instrument, securities laws apply, including prospectus or placement rules and MiFID II conduct obligations. Separate Belgian registration and AML rules apply to virtual asset service providers. Marketing to Belgian consumers is subject to specific risk warning and advertising standards. MiCA is being phased in at EU level, but it does not cover security tokens that fall under MiFID II.
Taxes that investors often consider. Stock exchange transaction tax - TOB may apply to secondary market trades by Belgian residents. Dividends are generally subject to withholding tax. Tax treatment depends on individual circumstances, so specialised tax advice is recommended alongside securities counsel.
A public offer is any communication to the public in any form and by any means that presents sufficient information on the terms of the offer and the securities to enable an investor to decide to buy or subscribe. If your communication targets an undefined group of investors in Modave or elsewhere in Belgium, it can be a public offer unless an exemption applies.
No. EU and Belgian rules exempt certain offers, for example offers addressed solely to qualified investors, offers to fewer than 150 non-qualified persons per member state, securities with high denominations, or smaller offers under national thresholds subject to conditions. Belgium allows lighter regimes for smaller offers, which can still require an information note and FSMA involvement. A lawyer should confirm whether your specific plan qualifies.
Yes, if the offer is carried out via an EU-authorised crowdfunding service provider and complies with the EU Crowdfunding Regulation. You will need a key investment information sheet and must respect investor protection rules. Depending on size and structure, no prospectus is needed, but there are disclosure and platform requirements.
Insider dealing rules apply to all issuers of financial instruments admitted to trading on regulated markets or certain other venues, and to anyone who possesses inside information. Even private companies preparing a listing or a financing round must handle sensitive information carefully. Breaches can lead to administrative fines, criminal penalties, and civil claims.
Firms providing investment services in Belgium must be authorised or passported and appear in official registers maintained by the FSMA and, for prudential matters, the NBB. Before investing, verify the firm’s status and the services it is allowed to provide. A lawyer can help check registrations and permissions.
MiFID II requires suitability or appropriateness assessments and clear disclosures. If a product did not match your profile or risks were not explained, you may have a claim. Start by complaining to the firm, escalate to Ombudsfin if unresolved, and consider legal action to seek compensation or rescission.
Yes. Advertising must be fair, clear, and not misleading, and it must be consistent with the prospectus or information note. Some campaigns require prior notification to the FSMA and standard risk warnings. Marketing of virtual currencies to consumers is subject to additional Belgian requirements.
If a token gives rights similar to shares, bonds, or other financial instruments, it likely falls under securities law, including prospectus and MiFID II rules. Other cryptoassets can be covered by separate regimes, such as AML registration for service providers and emerging EU MiCA rules. Each token must be analysed based on its rights and distribution.
Most business-related securities disputes are brought before the Enterprise Court in the Liège judicial district, with French as the usual language of proceedings. Consumer disputes can be brought before the competent civil court. Many matters can first be addressed through Ombudsfin or mediation.
Gather contracts, term sheets, offering documents, marketing materials, account statements, correspondence, and internal approvals. Write a short timeline of key events and your objectives. Identify all jurisdictions involved. This preparation helps your lawyer assess exposure, exemptions, and strategies efficiently.
Financial Services and Markets Authority - FSMA. Conduct supervision, prospectuses, public offers, market abuse oversight, and registers of authorised firms and crowdfunding service providers.
National Bank of Belgium - NBB. Prudential supervision of banks and certain infrastructures, and oversight of settlement systems relevant to dematerialised securities.
Euronext Brussels. Listing venue and rulebook for issuers seeking admission to trading on a regulated market or other trading venues.
Ombudsfin - Financial Services and Markets Ombudsman. Independent body handling complaints from clients of financial institutions in Belgium.
Belgian Official Gazette - Moniteur belge. Official publication for laws, royal decrees, and company filings.
Crossroads Bank for Enterprises - Banque Carrefour des Entreprises. Company identification and filings reference for Belgian entities planning issuances.
Clarify your goal. Define whether you plan to raise capital, resolve a dispute, pursue a listing, or challenge a product sale. Set a realistic timeline and budget.
Preserve evidence. Keep all documents, emails, chat logs, marketing materials, investor presentations, and board minutes. Avoid altering metadata or creating new versions that could confuse the record.
Assess regulatory touchpoints. Identify whether your matter triggers a prospectus or information note, FSMA notifications, market abuse controls, or MiFID II obligations. A lawyer can map these requirements and propose a compliant path.
Consider dispute resolution paths. For complaints against a financial firm, use the firm’s internal process, then Ombudsfin. If needed, escalate to court in the Liège district. Urgent matters can require interim measures.
Choose the right lawyer. Seek an avocat with experience in Belgian securities and financial markets law, ideally with FSMA-facing experience and familiarity with offerings by SMEs. For Modave clients, counsel in the Liège region can assist in French and, where needed, in English or Dutch.
Agree on scope and fees. Request a written engagement letter outlining services, timelines, deliverables, and fee arrangements. Ask for an initial compliance roadmap or litigation strategy so you know the milestones ahead.
This guide provides general information only. Securities matters are highly fact specific. For advice tailored to your situation in Modave, consult a qualified Belgian lawyer.
