BELGIUM Law and Practice Contributed by: Pieter Paepe and Christoph de Preter, EDSON
10.2 Change of Corporate Control Triggers The Gaming Act does not set out any specific thresh- olds that trigger a notification requirement to the Gam- ing Commission. Instead, the Gaming Act requires that A, B, E and F1 licence holders notify the Gam- ing Commission of any changes to the shareholder structure. 10.3 Passive Investor Requirements There are no specific passive investor requirements mentioned in the Gaming Act. As explained in 10.1 Disclosure Requirements , the Gaming Commission must be informed of all changes in the shareholder structure of an A, B, E and F1 licensee. The Gaming Commission is the administrative author- ity that monitors compliance with the Gaming Act and its implementing decrees. The Gaming Commission’s Control Unit has been given broad investigative pow- ers. It can carry out inspections in gaming establish- ments and IT systems, conduct investigations, make any findings it deems useful and request to be handed all documents that may be useful for its investigation. It can also seize all documents, gaming machines and exhibits that may be used to demonstrate an infringe- ment of the Gaming Act. The Control Unit has the power to draft an “official report”, which will be sent to the public prosecutor. Under certain conditions, the Gaming Commission can impose administrative sanctions. 11.2 Sanctions 11. Enforcement 11.1 Powers Whenever the Gaming Commission finds that there is an infringement of the Gaming Act or its implementing Royal Decrees, it must make a reasoned decision to: • issue a warning; • suspend or withdraw a gaming licence for a certain period; or • impose a temporary or final ban to operate one or more games of chance. For specific infringements of the Gaming Act (eg, offering unlicensed games of chance or advertising
• no interaction is permitted in connection with this advertising; • no compensation is offered to a third party for advertising; and • the duration of any advertising using moving images does not exceed five seconds. Furthermore, a number of general restrictions have been laid down for all explicitly authorised forms of advertising for games of chance. Advertising may not be directed specifically at socially vulnerable groups. All “personalised” advertising is prohibited. Advertis- ing can no longer involve physical persons or fictitious characters. All forms of advertising must contain an indication of the minimum age for participation and contain a preventive message. 9.5 Sanctions/Penalties An infringement of the prohibition on advertising unli- censed games of chance and unlicensed gaming establishments can lead to criminal sanctions – ie, a fine of between EUR208 and EUR576,000. Under certain conditions, the Gaming Commission can also impose an administrative fine of between EUR208 and EUR576,000. In addition, any violation of the advertising rules laid down in the Royal Decree of 27 February 2023 will be subject to a fine of up to EUR576,000, pursuant to Article 64 of the Gaming Act. 10. Acquisitions and Changes of Control 10.1 Disclosure Requirements Transferring gaming licences is prohibited. The Gam- ing Commission must be promptly and fully informed of any changes to the shareholding structure of the A, B, E and F1 licence holder at all times and it must be able to verify the transparency of the operation. Although the Gaming Act only refers to the identity of the “shareholders”, the Gaming Commission’s prac- tice is to extend this requirement to all persons or entities that directly or indirectly exercise control over the company (including the ultimate beneficial owner).
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