Insights

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 our new Belgian Civil Code. Last February, a new proposal for Book VII on special contracts, including sale and loan agreements was submitted. Additionally, the Belgian Code of Economic Law has been updated several times, impacting the drafting of contracts and of contractual terms, not only between companies but also with consumers.

At the beginning of the year, we brought to your attention that a number of important Belgian and EU legislative changes are likely to have an impact in 2024: there are new laws that have been adopted and proposals that are expected to firm up into law.

A number of important Belgian and EU legislative changes are likely to have an impact in 2024. On the one hand, there are new laws that have been adopted and will start to bite, and, on the other, there are proposals that are expected to firm up into law.

The articles of association of all Belgian companies and non-profit associations must be in line with the new Belgian Companies and Associations Code before January 1, 2024. Failure to amend your articles of association appropriately and in due time could result in a director’s liability claim.

On 28 November, the European Union adopted the Corporate Sustainability Reporting Directive (hereafter: “CSRD”), succeeding the Non-Financial Reporting Directive (hereafter: “NFRD”) and ushering in the next era of sustainability reporting. Here are seven questions and responses to help your company prepare in the countdown to CSRD implementation.

A new Belgian law, passed on August 14, 2021, has introduced several important changes to the 2002 law on combating late payment in commercial transactions. These changes entered into force on February 1, 2022.

All Belgian companies, foundations, non-profit organizations, fiduciaries and trusts must submit information about their ultimate beneficial owners to the Ultimate Beneficial Owners (UBO) register (see the Belgian Act of September 18, 2017 and the Royal Decree of July 30, 2018).

On the 28 June 2021, the European Union (EU) adopted two adequacy decisions which permit the free flow of personal data from the EU and the European Economic Area (EEA) to the UK. The adequacy decisions are given under the EU General Data Protection Regulation (GDPR) and Law Enforcement Directive (LED), and include the EU’s assessment of the UK’s data protection standards. The decisions are necessary because EU data protection law limits transfers to a third country (the UK became a third country as a result of Brexit), and under the EU – UK Trade Cooperation Agreement the transition period was due to expire on the 30 June 2021.

On June 4, 2021, the European Commission (EC) issued its long-awaited updated standard contractual clauses (SCCs).  The publication of the SCCs is an important moment for the global business community because they allow companies to meet the requirements of the European General Data Protection Regulation (GDPR) when transferring personal data from the European Union (EU) to non-EU countries.

Last week was another important week for privacy professionals: the European Data Protection Board (EDPB) issued its long-awaited recommendations on the so-called “supplementary measures” together with recommendations on the European Essential Guarantees for surveillance measures. Not to be outdone, the European Commission (EC) issued its even-longer-awaited updated standard contractual clauses. The first and third document are open for feedback until November 30, 2020, and December 10, 2020, respectively.

At 9:30 a.m. Central European Time, privacy professionals around the world were refreshing their browsers to read the long-awaited judgment of the Court of Justice of the European Union (CJEU) principally addressing the viability of Standard Contractual Clauses (SCCs) and the EU-U.S. Privacy Shield (Privacy Shield) as means to transfer personal data from the European Union (EU) to the United States (U.S.).

In response to the many questions we have recently received from clients, we have prepared a Q&A regarding the impact of the COVID-19 pandemic on various day-to-day business activities in Belgium. In particular, we address the following specific questions:

On March 25, 2020, Crowell & Moring Brussels launched a new virtual tool, the “Belgian COVID-19 Legal Assistant,” to help businesses navigate the growing number of Belgian government regulations in the wake of the COVID-19 pandemic.

Standard Contractual Clauses (SCCs), as established by the European Commission, have long been used to safeguard personal data transferred outside the European Union (EU). But the companies that typically use SCCs need to be aware that they no longer provide the solid data transfer mechanism that they used to.

On October 17, 2019 the Grand Chamber of the European Court of Human Rights (ECHR) revised the judgment of the ECHR's Third Chamber in López Ribalda and Others v. Spain. The Grand Chamber decided that in certain circumstances, and in conformity with the proportionality test in article 8 of the European Convention on Human Rights (the Convention), the use of hidden surveillance cameras on the work floor may be justified if the intention is to reveal a criminal offense (in this case theft). 

The Belgian Act of September 18, 2017, as well as the Royal Decree of July 30, 2018, implementing the Fourth Anti-Money Laundering Directive requires all Belgian companies, foundations, (international) non-profit organizations, fiduciaries and trusts to submit information about their ultimate beneficial owners to the UBO register.

The Belgian Data Protection Authority (DPA) has served notice to GDPR violators just one month after its Executive Committee members were sworn in to office. On May 28th, the Belgian DPA imposed its first financial sanction since the GDPR came into force. The case concerned the misuse of personal data by an elected official seeking re-election. And, although the administrative fine is quite modest in terms of amount (€ 2,000), its message is loud and clear: the DPA is empowered and ready to enforce the GDPR. In the words of the DPA’s new president: “the time of sit back and relax is over”.

The new Companies and Associations Code has been approved by the Belgian Parliament this Thursday, February 28. This Code replaces the current Companies Code as well as the Law on Associations and Foundations and the Law on Professional Associations.

In this issue:

In 2015, the European Union adopted its Fourth Anti-Money Laundering Directive, which imposed on Member States the obligation to establish a register containing the details of the ultimate beneficial owners (UBOs) of corporate and other legal entities within the European Union (the so-called UBO register). By way of the Act of September 18, 2017, the UBO register became part of Belgian law, and a Royal Decree of July 30, 2018 now provides the required details about the operation of the Belgian UBO register. The Royal Decree obliges all Belgian companies, foundations, (international) non-profit organizations, fiduciaries, and trusts to submit information about their ultimate beneficial owners to this UBO register, which is administered by the Belgian Ministry of Finance. The information must be submitted by March 31, 2019.