BELGIUM Law and Practice Contributed by: Wim Aerts, Dorothée Vermeiren and Stijn Van Walleghem, Clifford Chance
• loan concentration of 20% of the fund’s capital (called and uncalled contributions) to a single borrower of a certain type; • leverage restrictions (175% for open-ended funds and 300% for closed-ended funds); and • prohibition to grant loans to the fund manager (or its staff) or to its delegates, to the fund’s depositary (or its delegates), or to group companies. AIFMD2 is not going to impose any specific licensing requirements for fund managers which are already authorised. They may need to apply for a variation of permissions but will otherwise only need to ensure compliance with the new rules. These new rules are in relation to the business operations of the fund. They will not give the fund any regulatory permissions to grant loans to specific types of borrowers. That is a different matter and AIFMD2 is therefore without preju - dice to local rules on corporate and consumer lending which will continue to apply. AIFMD2 should be implemented by 16 April 2026. CRDVI The current European Capital Requirements Directive (CRD) provides for a harmonised regime on banking business (including lending) across the European Union. CRD has, however been amended among other matters to include lending from outside of the European Union but is yet to be implemented across the European Union. It is referred to as CRDVI in its amended form. CRDVI introduces rules on lending by non-EU credit institutions (ie, banks) to European bor -
rowers and will require such non-EU credit insti - tutions to set up a branch office in the coun - try of the borrower and obtain authorisation locally (exemptions are available). Other types of non-EU-based lenders should remain unaf - fected provided they do not meet the materiality requirements of qualifying as a credit institution under CRDVI. Private credit funds should there - fore not be affected in the Netherlands. CRDVI implementing legislation is, however, still to be published in the Netherlands. CRDVI should be implemented by 11 January 2027. 2. Regulatory Environment 2.1 Licensing and Regulatory Approval Lending to corporate legal entities and the holding of security in connection with loans to corporate entities does not require a licence or other regulatory approval in Belgium; this applies equally to Belgian and foreign lenders. 2.2 Regulators of Private Credit Funds Lending to corporate legal entities is not regulat - ed in Belgium and accordingly there is no regula - tor that regulates the corporate lending market. Private credit funds conducting fundraisings in Belgium may, depending on the structure and the target investor audience, be subject to regulation. The Financial Services and Markets Authority will be the primary regulator. 2.3 Restrictions on Foreign Investments There are no restrictions on foreign investments in private credit funds in Belgium, provided the private credit fund has complied with the regu - latory requirements applicable to the relevant fundraising.
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