BELGIUM Law and Practice Contributed by: Steven De Schrijver, Allegiance Law
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 licensing framework is structured, with a limited number of licences per category. Online licenc- es are exclusively available to providers already holding a land-based licence. These procedures are very specific and can be time-consuming. Telecommunications Subject to a few exceptions, telecommunica- tions providers in Belgium are required to notify the BIPT (Belgian Institute for Postal Services and Telecommunications) about the commence- ment of their activities in Belgium. 7.2 Primary Securities Market Regulators The FSMA is the principal securities regulator for public M&A transactions in Belgium bids. 7.3 Restrictions on Foreign Investments The Belgian foreign direct investment (FDI) screening mechanism became effective as of 1 July 2023. The FDI screening mechanism dis- tinguishes between three types of foreign inves- tors: • each natural person having their main resi- dence outside the EU; • each undertaking having its registered seat outside the EU and/or incorporated under the law of a non-EU state; and • each undertaking whose ultimate beneficial owner(s) (as identified under Belgian law) has their residence outside the EU. Every type of investment by a foreign inves- tor aimed at establishing or maintaining lasting
direct relationships with the target company in a certain sector, including through the effective participation in the management or control of the company (eg, through ownership of shares or by acquiring voting rights), is envisaged by the FDI screening mechanism. Although this definition seems very broad, only foreign investments in Belgian companies operating in sensitive indus- tries that may affect security and public order – or foreign investments that may affect the stra- tegic interests of the communities and regions – and which seek to gain control over a Belgium undertaking or fall above a certain threshold will fall within the scope of the FDI screening mecha- nism (10% or 25% of the voting rights in the target company, depending on the sector of the target company). The FDI screening mechanism has two or three phases, as follows. • Notification phase – the parties involved in the investment must submit transaction documents to the Interfederal Screening Commission (ISC) secretariat for review. If information is missing, the ISC will notify the parties. The notification must include certain required information on the investment. • Assessment phase – the ISC members will review the file on a preliminary basis and determine whether there is a risk to public order, security or strategic interests. If no risks are identified, the parties can proceed with the closing of the transaction. If no answer is provided by the ISC to the notifying parties within 30 days following their notification of a complete file, the investment is deemed to have been approved and a screening phase can no longer take place. • Screening phase – if any risks to public order, security or strategic interests are identified, the ISC members will further analyse the
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