Belgium has quietly sharpened one of the EU's more demanding foreign investment screening regimes. Effective from the first quarter of 2025, revised notification requirements impose mandatory prior approval obligations on a materially wider set of transactions. International companies that close deals without filing. or that file late – now face suspension of the transaction and, in the most serious cases, unwinding orders from the Interfederal Screening Committee (Comité interfédéral de screening). The window to act is short, and the consequences of inaction are significant.
Belgium's foreign investment screening regime requires non-EU investors. and, in certain sectors. EU-based investors with foreign ultimate beneficial owners. to notify the Comité interfédéral de screening before completing transactions that cross defined ownership or value thresholds in protected sectors. The regime covers critical infrastructure, energy, telecoms, defence, and a growing list of dual-use technology sectors. Notification must be submitted before closing; transactions completed without approval are legally suspended and may be subject to mandatory reversal.
This alert explains what changed, which businesses are in scope, and the immediate steps required to stay compliant when investing in or acquiring Belgian entities.
What changed and when it takes effect
Belgium's investment screening legislation – rooted in its broader foreign investment control law – was substantially amended in late 2024. The changes entered into force in early 2025 and affect all transactions signed or closed on or after that date.
Three developments stand out. First, the ownership threshold triggering mandatory notification has been reduced. Previously, only acquisitions reaching a controlling stake required prior filing. Under the revised rules, minority acquisitions that cross a lower percentage threshold in sensitive sectors now trigger the same obligation. Second, the list of protected sectors has been expanded. Energy infrastructure, water management, digital infrastructure, artificial intelligence systems with national security applications. Additionally. Certain financial market operators. including investment fund managers subject to disclosure obligations under Belgian capital markets law. have been added or reclassified. Third, the Comité interfédéral de screening has been granted extended review periods. The standard review window has been lengthened, and a second-phase investigation can now be opened where the initial file raises substantive concerns.
For transactions involving listed companies or those subject to prospectus and securities offering rules overseen by the Autoriteit voor Financiële Diensten en Markten (Financial Services and Markets Authority. FSMA), the screening obligation runs in parallel with existing listing requirements and IPO disclosure obligations. Both sets of rules must be satisfied independently; clearance under one does not satisfy the other.
Who is affected – threshold criteria and business categories
The primary targets of the revised regime are non-EU acquirers. This includes entities incorporated outside the EU and EU-registered vehicles whose ultimate beneficial owner is a non-EU national or government-linked entity. The regime applies regardless of whether the acquirer is a financial investor, a strategic buyer, or an investment fund.
The following categories are most directly affected:
- Non-EU buyers acquiring stakes in Belgian companies operating in critical infrastructure, energy, telecoms, or defence
- Investors – including investment fund structures – acquiring influence over dual-use technology or AI-adjacent businesses
- EU-registered acquirers with non-EU ultimate beneficial owners crossing the revised ownership threshold in any protected sector
- Parties to joint ventures where the foreign partner obtains veto rights or board representation in a Belgian entity in a protected sector
The threshold criteria combine two tests applied cumulatively. The first is a sectoral test: the target must operate in a protected sector as defined by the legislation. The second is a control or influence test: the transaction must result in the acquirer reaching or exceeding the relevant ownership percentage, or obtaining governance rights equivalent to material influence. Both tests must be satisfied for the notification obligation to arise – but practitioners advise erring on the side of filing when either test produces an ambiguous result.
Transactions falling below the ownership threshold but involving the acquisition of specific assets. intellectual property portfolios, software systems. Alternatively. Physical infrastructure components. may also require notification if those assets are classified as critical under the sector definitions.
For a full assessment of how these criteria interact with Belgian capital markets rules and banking finance regulation, consult our dedicated pages on capital markets advisory in Belgium and banking and finance law in Belgium.
To receive an expert assessment of your transaction's notification exposure in Belgium, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
Companies with pending or planned transactions in Belgium should treat the following steps as urgent.
Map your transaction against the updated sector list. The expanded list of protected sectors means that targets previously outside the regime may now fall within it. This review should happen at the term-sheet stage, before signing. Waiting until closing creates the risk of a suspended transaction.
Identify the ultimate beneficial owner chain. The regime applies not only to the direct acquirer but to any entity in the ownership structure with a non-EU beneficial owner above the relevant threshold. Complex fund structures require particular attention. Many acquirers have discovered – late in the process – that a passive LP position held by a government-linked non-EU entity triggers the filing obligation for the entire vehicle.
Build the screening timeline into transaction planning. The standard review period under the revised rules is longer than under the prior regime. Deals with aggressive closing timelines that do not account for the screening calendar risk breach of long-stop dates. Counsel should be engaged to submit the notification promptly after signing, or – where pre-signing clearance is strategically preferable – before execution.
Assess whether parallel filings are required. A transaction involving a Belgian listed company, or one where the target is subject to prospectus or securities offering rules, may require simultaneous filings with the FSMA. These filings have their own content and timing requirements. Coordinating the two processes avoids conflicting submissions and reduces the risk of procedural delays.
Review existing portfolio investments. The revised rules include provisions that may affect existing minority holdings if the investor subsequently acquires additional rights – even without crossing a new ownership threshold. Companies with legacy positions in Belgian entities in protected sectors should audit those holdings now, before any further transaction triggers a retroactive review.
Comparative context is useful here. Belgium's regime operates alongside the EU's investment screening regulation, which provides a cooperation mechanism among member states. A filing in Belgium does not substitute for filings required in other EU jurisdictions where the target has material operations. For businesses with cross-border exposure, coordinating Belgian filings with screening obligations in other markets – including those analysed in our alert on investment screening in Portugal – is essential to avoid gaps in compliance.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our capital markets practice covers foreign investment screening, securities regulation, and cross-border M&A across both civil law and common law systems. We advise international investors, financial sponsors, and in-house legal teams on Belgian investment screening filings, FSMA disclosure obligations, and coordinated multi-jurisdictional compliance strategies. The firm's Lisbon base provides direct access to EU regulatory systems, and our practitioners have advised on investment control matters before Belgian and EU-level authorities. Engaging a lawyer in Belgium with cross-border capital markets experience is critical when transactions span multiple EU jurisdictions and screening regimes. As an international law firm in Belgium and across Europe, Ferraz & Whitmore helps clients build effective compliance strategies without guaranteed outcomes – only rigorous, jurisdiction-specific advice. To discuss your transaction's exposure under the revised Belgian screening rules, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.