BELGIUM Law and Practice Contributed by: Peter L’Ecluse, Koen T’Syen and Amirsalar Kavoosi, Van Bael & Bellis
Van Bael & Bellis Glaverbel Building Chaussée de la Hulpe 166 Terhulpsesteenweg B-1170 Brussels Belgium Tel: +32 2 647 73 50 Fax: +32 2 640 64 99 Email: brussels@vbb.com Web: www.vbb.com
1. Legislation and Enforcing Authorities 1.1 Merger Control Legislation Book IV of the Belgian Code of Economic Law (CEL) forms the foundation of the Belgian merger con - trol regime. It sets out the framework for assessing concentrations, procedural rules on investigations and decisions, the applicable sanctions and appeal mechanisms. Four Royal Decrees implementing Book IV of the CEL govern aspects of merger control. • The Royal Decree of 30 August 2013 on proce - dures for the protection of competition, which includes: (a) the complaint form for alleged infringements of the notification and standstill obligations, dero - gation conditions and concentration decisions; (b) provisions concerning the procedure before the Belgian Competition Authority (BCA); and (c) provisions on the calculation of time limits in merger control. • The Royal Decree of 30 August 2013 on the notifi - cation of concentrations of undertakings referred to in Article IV.10 of the CEL inserted by the Laws of 3 April 2013 includes Form CONC C/C for notifica - tions and outlines the practical procedures for their submission. • The Royal Decree of 4 September 2013 on the payment and recovery of administrative fines and periodic penalty payments pursuant to Book IV of the CEL sets out the terms for the payment of fines.
• The Royal Decree of 12 September 2013 on the delivery of copies of the file as referred to in Book IV of the CEL outlines how copies of the case file are to be provided. The BCA adopted two Communications providing additional rules governing the simplified notification procedure: • The Communication of 8 June 2007 on the specific rules for the simplified notification of concentra - tions lays out which categories of concentrations qualify for a simplified notification and provides an overview of the applicable procedural rules; and • The Communication of 8 January 2020 on the additional rules for the simplified notification of concentrations extended the scope of the simpli - fied merger regime. The BCA announced a comprehensive assessment of the national merger control procedure, which will include a modernisation of the notification forms and will be conducted in the course of 2026. 1.2 Legislation Relating to Particular Sectors There is no separate merger control legislation for for - eign transactions. A screening mechanism for foreign direct investment has been in force in Belgium since 1 July 2023 (see 9.1 Legislation and Filing Require- ments ). In the hospital sector, specific merger control rules apply. Article 2, Section 3 of the Coordinated Law of 10 July 2008 on hospitals and other care centres
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