The Future of Special Contracts in Belgium: a new Book 7 for the Belgian Civil Code

Contract Management Practices Update in Belgian Law in 2025

In recent years, there has been a wave of new legislation impacting contracts and contractual terms. The Belgian legislator is gradually adopting the different Books of the Belgian Civil Code, and the Belgian Code of Economic Law has been updated several times. These changes impact the drafting of contracts and contractual terms, not only between companies but also with consumers.

In this series of alerts, we provide guidance on the drafting and reviewing of standard contracts and contractual terms. Our first alert emphasized the importance of drafting fair contract clauses, and our second alert focused on the abolition of the quasi-immunity for auxiliaries (such as directors and subcontractors) and the interaction between Book 6 of the Belgian Civil Code and B2B legislation on contractual terms.

In this third alert, we provide an overview of the new proposed Book 7 on special contracts, including sale and loan agreements.

Alert 3: The Future of Special Contracts in Belgium: a new Book 7 for the Belgian Civil Code

The proposal for a Book 7 regarding “special” contracts is part of the Belgian legislator’s ongoing project to revise, codify, and recodify Belgian company law. Once adopted, the new legislation will significantly impact both existing and new contracts, reshaping businesses interactions with partners and customers.

In this alert we provide an overview of the contents of the proposed Book 7. Our next alert in this series we take a more detailed look at some of the most significant changes that it is likely to bring about.

Background

If you operate in Belgium, you are likely aware of the significant legislative changes that have already been made to the Belgian Civil Code. Moving away from its French heritage, the Belgian legislator is reworking the Civil Code in its entirety to reflect modern day legal principles, best practices, and case law. Following the introduction of Book 8 (on evidence), Book 3 (on goods), Book 5 (on obligations and contracts, applicable since January 1, 2023) and Book 6 (on extracontractual liability, applicable since January 1, 2025), a new milestone was reached in February 2025 when the proposal for a Book 7 on “special” contracts (such as sale, lease, loans, etc.) was submitted to the Belgian Chamber of Representatives for the second time.

Key features of the future legal framework on special contracts

The proposed Book 7 aims to align Belgian special contract law with contemporary needs and international standards. By simplifying, restructuring, and harmonizing the legal framework, the reform is intended to enhance the clarity and functionality of contract law, benefiting both consumers and businesses.

The proposal would modernize the legal framework that governs certain important contracts that businesses use daily. It concerns contracts related to sale, lease, exchange, loan, services, sequestration, settlements, and certain contingent contracts. The proposal is intended to provide the standard terms for such contracts. Parties would still be able to agree to deviate from the standard rules if they so wished.

Seven highlights of the proposed reform

1. Abolition of the dual liability regime for visible and hidden defects.
   Previously, the seller had two obligations: delivery in conformity with the contract and indemnification for hidden defects. Each obligation came with distinct rules, penalties, and limits, and this distinction has given rise to many problems in practice. Under the proposed Book 7, these two obligations would be merged into a single, helpful regime, that can be used by businesses in standard agreements and general terms and conditions.
   
   
2. Change in the timing of transfer of risk.
   In sales agreements, the risk for sold goods would transfer to the buyer at the time of delivery, rather than at the transfer of ownership.
   
   
3. Compensation for lessees’ renovation and alteration works.
   In lease agreements, there would be compensation for lessees’ renovation or alteration works at the end of a lease. Removable works chosen by the lessor would be compensated based on unjust enrichment. Non-removable unauthorized works would not be compensated, but permitted works would be compensated, unless contractually excluded.
   
   
4. No extrajudicial dissolution or annulment of real estate lease agreements.
   Under the new legal framework, prior assessment by a judge would be required before a real estate lease can be terminated. Furthermore, dissolution by notice would also be prohibited.
   
   
5. Introduction of a harmonized services contract.
   Under Book 7, a service contract would exist when a material or intellectual task is performed without a subordinate relationship between the parties. Specific rules would apply for certain service contracts, e.g., agency contracts.
   
   
6. No need for service contracts to be intuitu personae.
   Service providers would be able to engage auxiliaries (employees or self-employed) unless this were precluded by the contract’s nature or scope. The proposal clarifies that the auxiliary person would be entitled to a direct claim against the principal if the service provider fails to pay the auxiliary person.
   
   
7. Real estate service contracts.
   The proposal pays particular attention to certain real estate service contracts.

Timing and application 

The proposed Book 7 is currently under review by the Belgian Council of State, and it is not yet clear when a vote will take place.

Once adopted, the provisions of Book 7 will apply only to events occurring after the entry into force of the new legislation. Unless parties agree otherwise, they will not apply to future consequences of events that occurred before entry into force, nor to obligations arising from such prior events, for which the old Belgian Civil Code will continue to apply.