BELGIUM Law and Practice Contributed by: Steven De Schrijver and Carl Dotremont, Allegiance Law
Financial Services Financial services generally require a licence if offered in Belgium (either directly or on a cross-border basis). These licences depend on the type of service offered – for example, banking services, investment services, payment services, electronic money issuance and credit services. Whether the provision and market- ing of financial services to Belgian clients trigger the applicability of Belgian law should be analysed on a case-by-case basis. Gambling Obtaining a licence is mandatory for all forms of gambling, whether online or land-based. The licens- ing framework is structured, with a limited number of licences per category. Online licences are exclusively available to providers already holding a land-based licence. These procedures are very specific and can Subject to a few exceptions, telecommunications pro- viders in Belgium are required to notify the Belgian Institute for Postal Services and Telecommunications about the commencement of their activities in Bel- gium. 7.2 Primary Securities Market Regulators The FSMA is the principal securities regulator for pub- lic M&A transactions in Belgium. 7.3 Restrictions on Foreign Investments be time-consuming. Telecommunications The Belgian foreign direct investment (FDI) screening mechanism became effective on 1 July 2023. The FDI screening mechanism distinguishes between three types of foreign investors: • natural persons whose main residence is outside the EU; • undertakings that have their registered seat outside the EU and/or are incorporated under the law of a non-EU state; and • undertakings of which the ultimate beneficial own- ers (as identified under Belgian law) are resident outside the EU. Every type of investment by a foreign investor aimed at establishing or maintaining lasting direct relationships
least two days before the last bid’s acceptance period expires. This framework ensures transparency and regulatory oversight in Belgian takeover processes. 6.14 Timing of the Takeover Offer The takeover process spans approximately ten to 12 weeks, commencing with the preparatory stage ahead of the first approach and concluding with the settle- ment – subject to regulatory approvals and specific timelines for each step. Regulatory approvals, including competition clear- ance, play a crucial role in the takeover process. In Belgium, these approvals are sought after the pub- lic bid announcement. The competition clearance process involves a simplified or standard procedure, with timelines ranging from 15 to 60 business days, depending on the complexity. Serious concerns may trigger an in-depth investigation (Phase II). Notably, transactions cannot be closed until merger clearance is granted, which makes regulatory approval a prereq- uisite for the completion of the bid. The ability to extend the takeover offer period hing- es on regulatory approvals – notably, competition clearance. If approvals are not obtained before the offer period expires, parties may consider an exten- sion. The terms for extension align with the regula- tory framework. The process involves a simplified or standard procedure, with the Belgian Competition Authority aiming to approve the transaction within specified timelines. Until competition clearance is secured, transactions cannot be finalised, making bids conditional on obtaining regulatory approval. 7. Overview of Regulatory Requirements 7.1 Regulations Applicable to a Technology Company Beyond adhering to general commercial and cor- porate law and overarching regulations such as the GDPR, technology companies may need specialised permits and approvals, particularly in highly regulated sectors such as financial services, gambling and tel- ecommunications.
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