BELGIUM Law and Practice Contributed by: Peter L’Ecluse, Koen T’Syen and Amirsalar Kavoosi, Van Bael & Bellis
3. Procedure: Notification to Clearance 3.1 Deadlines for Notification
3.4 Parties Responsible for Filing Concentrations involving the acquisition of joint control or a merger must be notified by the par - ties acquiring control or by the merging parties, respectively. In the case of an acquisition, the acquiring party is responsible for the notification (Article IV.10 (2) CEL). 3.5 Information Included in a Filing The notification of a concentration under the normal procedure must be made by complet - ing “Form CONC C/C”, as attached to the Royal Decree of 30 August 2013 on the notification of concentrations of undertakings. Form CONC C/C, which is similar to “Form CO” of the European Commission (Commission), requests detailed information regarding the par - ties to the transaction, including: • their corporate structure and economic activi - ties; • the notified transaction; • the definitions of the relevant markets and details of any affected markets; • contact details for market participants; • the structure of supply and demand on these markets; and • the role of R&D and economic efficiencies expected by the parties. Section 5 of Form CONC C/C specifies that the notifying parties must submit documents such as: • the final or most recent versions of the docu - ments underlying the transaction; • the offer document in the case of a public takeover bid; • the most recent articles of association; • annual reports and financial statements;
There is no deadline for notifying a transaction. The sole requirement is that the concentration must be notified prior to its implementation, as outlined in 2.12 Requirement for Clearance Before Implementation . 3.2 Type of Agreement Required Prior to Notification A notification may be made following the conclu - sion of a binding agreement. However, Article 10 (4) of the CEL also permits parties to notify a concentration based on a draft agreement, pro - vided they declare their intention to conclude an agreement that does not significantly differ from the notified draft in any respect relevant under competition law. A public bid may be notified once the intention to make the bid has been publicly announced. In Anglo American plc/Exxon Mobil Corporation , the notification was based on a Memorandum of Understanding (Decision No 2002-C/C-48 of 27 June 2002). 3.3 Filing Fees Article IV.10 (2) of the CEL provides that the fil - ing fee is EUR52,350 for a concentration under the normal procedure and EUR17,450 for a con - centration under the simplified procedure. This amount has been automatically indexed since 2023 based on the consumer price index. Parties must pay the filing fees within 15 days of receiving the notification from the Federal Pub - lic Service Finance, which is sent after the BCA issues its final decision.
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