Buying a company in Belgium | Guide to Mergers and Acquisitions (M&A)

Buying a company in Belgium can provide a faster route into the Belgian and European markets than starting a business from scratch. The buyer may acquire a company with clients, employees, contracts, technology, authorisations and market knowledge. However, the buyer may also inherit certain debts, disputes, tax or social security irregularities and other risks that do not appear in the annual accounts. For this reason, an acquisition should not be analysed solely as a negotiation over the price; corporate, contract, employment, tax, financial, regulatory and competition law issues must also be coordinated.

This guide provides a practical explanation of how to buy a company in Belgium, the difference between a share deal and an asset deal, what should be examined during the due diligence process and which authorisations may be required. It is intended in particular for entrepreneurs, companies and foreign investors wishing to acquire an SME, a company or a regulated business in Belgium.

What does M&A mean and which transactions does it cover in Belgium?

The term M&A stands for mergers and acquisitions. In practice, it covers several ways of taking control of a business or integrating a company into an existing business. For example, it includes:

1. The acquisition of shares in a company: a share deal.
2. The acquisition of assets, a business or a business unit: an asset deal.
3. The merger of two or more companies.
4. An investor acquiring an interest through a capital increase.
5. An acquisition by the management team —a management buy-out or MBO— or by an external management team —a management buy-in or MBI—.
6. The creation of a jointly owned company or joint venture.

Share deals and asset deals are particularly common in private acquisitions of SMEs. The choice between them determines what is transferred, which risks the buyer assumes, which consents are required and how the transaction is taxed.

Share deal or asset deal | which option is preferable when buying a company in Belgium?

In the context of business acquisitions, a share deal consists of acquiring all the shares in a company. This means buying the company as a whole, together with all its assets, contracts and employees, as well as all its debts and past liabilities.

By contrast, an asset deal involves purchasing only specific assets, rights or contracts belonging to the company, such as machinery, trademarks or real estate, by selecting individually what is to be acquired and leaving its liabilities behind. The main difference lies in the level of risk and complexity. The seller generally prefers a sale of shares because of its simplicity and, depending on the seller’s circumstances, its tax treatment. On the other hand, the buyer may prefer an asset deal in order to select the assets and liabilities it actually wishes to assume. However, this second option requires each element to be transferred in accordance with the rules applicable to it.

Aspect	Share deal	Asset deal
What is acquired?	The shares in the company	Specific assets, a business undertaking or a business unit
Company identity	The company remains the same	The buyer incorporates the assets into another entity or structure
Debts	They remain within the acquired company	In principle, the liabilities assumed are defined, without prejudice to specific liabilities imposed by law
Contracts	They remain with the same company, subject to any change-of-control clauses	They must be transferred; the counterparty’s consent may be required
Employees	The employer does not change merely as a result of the sale of the shares	CBA No. 32 bis may apply if an economic entity that retains its identity is transferred
Licences and permits	They remain with the company, although a notification or authorisation may be required because of the change of control	They are not always transferable and may have to be obtained again
Formalities	Usually more concentrated	They depend on each asset: real estate, contracts, trademarks, vehicles, receivables, etc.
Buyer’s risk	Greater reliance on due diligence, warranties and indemnities	Greater implementation complexity and a risk of excluding an essential asset
Accounting and tax treatment	The tax basis of the company’s assets is not normally stepped up	A new tax basis may apply to acquired and depreciable assets, subject to a specific tax analysis

Acquiring an existing company is not the only way to enter the Belgian market. An investor may also consider opening a branch in Belgium or incorporating a Belgian subsidiary. The main difference is that a branch does not have its own legal personality, whereas a subsidiary is an independent company.

Example 1 | Acquisition of a consultancy firm

If the company’s value lies in its team, recurring contracts and reputation, a share deal may facilitate continuity. However, the buyer must review the employment contracts, change-of-control clauses, ownership of the database and any potential tax or social security debts.

Example 2 | Acquisition of a restaurant

If the buyer wants to acquire the premises, equipment, clientele and certain employees but does not wish to assume the entire history of the selling company, an asset deal may be considered. Before proceeding, the buyer must review the lease agreement, licences, health regulations and the transfer of employees.

Example 3 | Company owning Real Estate

Buying the shares in a company in Belgium is not the same as purchasing the real estate directly. The structure may have very different tax consequences. In addition to reviewing the title to the property, the financing, security interests, planning status, contracts and potential environmental obligations must also be examined.

Can a foreigner buy a company in Belgium?

As a general rule, a foreign individual or company may acquire shares or assets in a Belgian company. The buyer may invest directly or use a special-purpose vehicle, such as a Belgian SRL/BV. Our guide on how to set up a company in Belgium as a foreigner explains the relevant corporate, residence and professional activity requirements. However, depending on the investor, the sector, the size of the parties and the activity concerned, it may be necessary to:

• Notify a concentration to the Belgian Competition Authority or the European Commission;
• Submit the foreign investment to the Belgian screening mechanism;
• Obtain authorisation from a sectoral regulator;
• Obtain the consent of a bank, landlord, client or supplier;
• Verify professional requirements, licences or administrative permits.

In addition, a foreign buyer must anticipate issues such as bank identification requirements, anti-money laundering compliance, beneficial ownership, signing powers, the language of the documents and coordination between lawyers, tax advisers, accountants, lenders and, where appropriate, notaries.

💡 Recommendation: before submitting an offer, it is advisable to conduct a legal review of the transaction. A regulatory requirement identified at a late stage may delay completion, affect the price or even prevent the acquisition.

The 10 stages of buying a company in Belgium

A well-organised acquisition generally follows these stages.

1. Define the objective and structure

The buyer must identify what it intends to acquire: a company, a business line, technology, contracts, employees, licences, real estate or access to a market. This initial decision guides the choice between a share deal and an asset deal.

2. Sign a non-disclosure agreement or NDA

Before sharing sensitive information, the parties generally sign a non-disclosure agreement. It should specify which information is protected, who may access it, the purposes for which it may be used and what happens if the negotiations end.

3. Negotiate a letter of intent or LOI

The letter of intent summarises the terms relating to the subject matter, valuation, structure, timetable, exclusivity and conditions. Certain clauses may be binding even if the remainder of the document is not.

⚠️ Point to note: binding obligations —such as confidentiality, exclusivity, costs or governing law— must be clearly distinguished from terms that remain subject to contract, financing, authorisations and satisfactory due diligence.

4. Organise the Data Room

The seller provides the documentation in a secure repository. The information must be traceable.

5. Conduct the Due Diligence

The company’s legal, financial, tax, employment, commercial, technological and regulatory position is examined. The objective is to identify and quantify the risks and agree on how they should be addressed.

6. Confirm the value and price

The initial price may change following a review of the debt, working capital, disputes or pending investments. According to the Vlerick Business School M&A Monitor 2026, the final price is lower than the initial offer in almost one out of every two Belgian transactions.

7. Negotiate the acquisition agreement

A Share Purchase Agreement or SPA is generally used in a share deal, while an Asset Purchase Agreement or APA is used in an asset deal. The agreement must reflect the outcome of the due diligence and how the risks are allocated or otherwise addressed. Although SPAs and APAs have their own specific characteristics, they must also comply with the general principles applicable to the drafting and negotiation of commercial contracts.

8. Obtain consents and authorisations

Before completion, contractual consents, corporate approvals, financing, regulatory authorisation or a notification under competition or foreign investment rules may be required.

9. Signing and closing

Signing is the execution of the agreement. Closing is the completion of the acquisition: payment, transfer, updating of registers, resignations and appointments, delivery of documents and release of security interests, among other actions. Both may take place on the same day. If certain conditions remain outstanding, they take place separately, and the agreement establishes how the company must be managed during the interim period.

10. Integration

Once the company has been acquired, it is necessary to integrate teams, systems, contracts, data protection, insurance, accounting and regulatory compliance. The time limits for bringing claims for breach or calculating an earn-out must also be monitored. In basic terms, an earn-out is a contractual clause in a business acquisition transaction (M&A transaction) under which part of the purchase price is variable and conditional upon the achievement of future targets, such as turnover, EBITDA or commercial milestones, within a specified period, usually between one and three years after closing. Following closing, the buyer must integrate the acquired company’s internal controls and adapt its activities to the European regulatory compliance framework.

Legal Due Diligence in Belgium, what should the buyer review?

The scope of the due diligence must be adapted to the business concerned. Reviewing documents from the business register or analysing the latest annual accounts is not sufficient; the review must go further.

Corporate status and ownership

Understanding a company’s legal structure requires a thorough review of its articles of association and any amendments made to them over time. This information must be cross-checked against the share register in order to identify the shareholders and beneficial owners. During this process, it is important to examine shareholders’ agreements, purchase options and pre-emption rights, ensuring that both share issues and transfers were carried out in accordance with the applicable legal framework. The minutes of the corporate bodies and the powers of representation must also be reviewed.

💡 In an SRL/BV, the articles of association and the rules governing transfers must be examined particularly carefully. It should not be assumed that the shares may be freely transferred.

The SRL/BV is one of the most commonly used acquisition vehicles because of its corporate flexibility. You can consult the characteristics of a limited liability company in Belgium here. The initial review should include searches of the Belgian Business Register, the Belgian Official Gazette and the National Bank of Belgium.

Finances, debt and security

Assessing a company’s financial health requires a review of its annual accounts, debt and working capital requirements. To determine its level of indebtedness and financial commitments, loan, credit, leasing and factoring agreements must be audited, together with any off-balance-sheet liabilities or commitments. Any personal or proprietary security provided, grants received and transactions with shareholders must also be examined.

Commercial contracts

A significant part of a business’s value lies in its commercial agreements. Contracts with the principal clients and suppliers should therefore be examined closely. Their duration, renewal and termination arrangements, any exclusivity provisions and whether they create an economic dependency that is difficult to overcome must all be reviewed. The liability regime and any potential penalties must also be analysed. This review should also cover distribution, agency, franchise and licence agreements, as well as public procurement contracts. In a share deal, the contracts remain in force because the company retains its legal personality. However, in an asset deal, by contrast, the consent of each counterparty must be obtained in order to transfer each contract individually. In practice, this difference may, in many transactions, determine how the acquisition is structured.

💡 A contract may remain in force following a share deal. In an asset deal, by contrast, consent may be required to transfer it. This distinction can be decisive.

Tax and social security

From a tax perspective, the review must verify that all returns have been filed and all taxes paid, while examining the history of audits, claims and settlements with the authorities. It must also analyse the tax treatment applied to previous transactions, the management of VAT, withholding taxes on salaries and directors’ remuneration, and whether any tax losses remain available for use under the applicable rules. From an employment and social security perspective, it must be verified that the company is up to date with its social security contributions and that the certificates and formalities required when transferring an economic activity have been complied with. In a transfer of assets or a business activity, the mechanisms governing enforceability against the authorities and liability towards them must be analysed.

💡 It is not sufficient merely to state in the agreement that the buyer “does not assume any debts”, as certain liabilities may arise directly by operation of law.

Employees and pensions

The workforce review begins with the employment contracts and their annexes, the applicable job classifications and the joint committees governing the business activity. The financial conditions —salaries, bonuses and benefits in kind— must then be reviewed, together with accrued entitlements such as seniority, outstanding leave and working-time arrangements.

💡 Certain situations require particular attention. These include protected employees, whose dismissal is subject to specific procedures. Pension schemes and insurance policies linked to the workforce must also be reviewed, as they may conceal long-term commitments, together with any pending disputes and their associated costs. Finally, it is advisable to determine which information and consultation obligations apply to the company before completing the transaction, as failure to comply with them may delay the transaction or increase its cost.

Intellectual property, technology and data

The purpose is to confirm that the company owns its trademarks, domain names, software and content. Assignments signed by employees and external service providers must be examined, together with the licences used and the conditions governing them, as well as hosting and cloud services agreements. This review must be supplemented by an assessment of GDPR compliance, the lawfulness and portability of databases, and the use of artificial intelligence, including the question of who owns the rights to its outputs. A common misunderstanding in technology companies is that paying for the development of software does not necessarily mean that the company owns all the associated rights.

Real Estate, environmental matters and permits

This part of the review covers title deeds and lease agreements, together with any encumbrances affecting the real estate, including mortgages, easements and charges of any kind. Planning and environmental permits, the condition of the soil in terms of contamination, waste management and the safety of the facilities must also be examined. Sector-specific licences are frequently overlooked. Not all licences are transferable, and some require a separate procedure. The same applies to public aid, which is often conditional upon maintaining the business activity or employment for a specified period.

Disputes, compliance and insurance

Several matters must be analysed in this section. These include ongoing judicial, arbitration and administrative proceedings, claims that have not yet been formally brought but may reasonably be anticipated, and settlement agreements already concluded. The review must also cover compliance with anti-money laundering rules, international sanctions, anti-corruption policies, competition law, State aid and public procurement requirements. It should also verify whether internal whistleblowing channels are in place and whether whistleblower protection has been properly implemented. As regards insurance, the scope of cover under the policies, the applicable exclusions and deductibles, and any claims that have been notified must be examined in detail. All these matters must be assessed against the Belgian and European requirements applicable to the business.

💡 Practical rule: each risk must lead to a decision: exclude it, reduce the price, require it to be resolved before closing, obtain a specific indemnity or, if it is incompatible with the purpose of the acquisition, withdraw from the transaction.

It may be necessary to prepare a legal report on European regulatory compliance to determine which regulations, directives, licences and sector-specific obligations apply to your business.

Warning signs before buying a company

The business itself may display early warning signs which, in the context of mergers and acquisitions (M&A), may constitute red flags requiring particularly careful due diligence. Some of these unusual situations are explained below.

Unstable figures and financial statements

Constant changes to the accounts, balance sheet or cash-flow projections are a cause for concern. Such instability rarely results from a simple administrative error; it generally indicates a lack of internal control or even an attempt to present a distorted picture of the business before it is sold.

Excessive dependence on the owner

A business that is highly dependent on one individual is generally a fragile business. If the acquisition of major accounts, technical know-how or relationships of trust with suppliers depend exclusively on the founder, the company risks losing its value as soon as the founder leaves the business.

High concentration of clients or suppliers

If an overwhelming proportion of revenue comes from one or two strategic clients, or if the supply chain depends on a single supplier with no alternatives, the risk increases. The termination of a single contract could have significant consequences for the company.

Delays in dealings with public authorities

Recurring delays in paying taxes, late social security contributions or failures to file annual accounts are warning signs. This pattern of non-compliance indicates that the company is experiencing cash-flow difficulties or that its administration is negligent.

Operating licences held in the name of third parties

It is common to discover that environmental licences, operating permits or authorisations are not held in the name of the company being acquired, but personally by the owner or by another company within the same group. If the transaction is completed without regularising this issue, the company will be legally unable to operate.

Lack of transparency and reluctance to provide documentation

If the other party systematically delays providing information, gives evasive answers, overuses “confidentiality” as a pretext or prevents access to essential records, this generally indicates that a problem may be concealed.

What happens if the Due Diligence identifies certain problems?

When the investigation uncovers a risk or hidden problem, the key question is what to do. Identifying an obstacle before signing provides a significant advantage, with several possible solutions.

Reduce or adjust the price

If the problem identified directly affects the company’s value, the quickest solution is to renegotiate the amount. For example, if it is anticipated that a substantial sum will have to be invested to modernise an obsolete IT system or repay an imminent debt, that precise amount should be deducted from the initial offer.

Require the problem to be resolved before closing

Certain risks should not be inherited under any circumstances. In these situations, conditions precedent may be negotiated with the seller before control is acquired. If an essential operating permit is missing, the seller must obtain it. If there is an outstanding social security debt, it must be paid before the definitive transfer is completed.

Negotiate a specific indemnity

If a potential future risk is identified but is difficult to quantify, a clause may be included in the agreement under which the seller expressly assumes that particular risk. For example, if the company is involved in employment proceedings and the former employee ultimately succeeds before the courts one year after the acquisition, this clause will require the former owner to pay the resulting award, protecting the accounts of the buyer’s new company.

Retain part of the price or use an escrow

As explained in the previous sections, having the right to claim an indemnity does not guarantee that the seller will pay when the time comes. The best solution is not to pay the entire amount upfront in a single payment, but to deposit part of it into a blocked neutral account (escrow). The funds will then be released to the seller only once the relevant limitation period has expired or the risk has been resolved.

Withdraw from the transaction

Finally, if the problems identified are systemic, undermine the viability of the business or cannot be addressed through appropriate safeguards, the most financially sound decision will often be to walk away. Proper legal assistance also serves to stop the transaction in time and avoid any legal or financial consequences.

How long does a business acquisition take in Belgium?

As a general indication, the private acquisition of an SME that is not subject to specific regulation may take approximately 8 to 16 weeks from the letter of intent to closing. This is neither a statutory period nor a guarantee, as financing, due diligence or an administrative authorisation may extend the timetable.

💡 The best way to reduce delays is to identify from the outset which documents must be provided, which third parties must give their consent and which conditions must be satisfied before the business acquisition is completed.

How is the purchase price of a company calculated?

A company may be valued using cash flows or other methods, but the amount ultimately received by the seller also depends on debt, cash, working capital, contingent liabilities and the payment structure.

Fixed price and locked box mechanism

Under a locked box mechanism, the price is calculated on the basis of the company’s historical accounts. The buyer receives protection for the period between the date of those accounts and completion of the transaction.

💡 A locked box (or locked-box mechanism) is a price-setting mechanism used in business acquisitions (M&A transactions) under which the final price is calculated and fixed in advance on the basis of financial statements as at an earlier historical date.

Closing accounts or completion accounts

Completion accounts (or closing accounts) are a purchase price adjustment mechanism used in mergers and acquisitions (M&A transactions), under which a provisional price is established when the agreement is signed and the final price is calculated and adjusted after closing on the basis of the company’s actual financial statements as at the date on which the transaction is completed. The agreement establishes a price that is adjusted after closing using the accounts as at that date. This mechanism reflects the position of the business at closing.

Earn-Out, deferred consideration and seller financing

An earn-out is a clause in a business acquisition agreement (M&A transaction) that establishes a variable and deferred payment mechanism, conditional upon the business achieving specified future financial results or targets.

💡 For example, EUR 2 million may be paid at closing, together with up to an additional EUR 500,000 if EBITDA reaches a specified level during the following two years. To avoid disputes, the relevant metric, accounting policies, access to information and the decisions that the buyer may take during the calculation period must be defined.

A deferred payment or seller loan may also be agreed. These arrangements facilitate financing but require certain security and coordination with the bank financing.

Which clauses should the acquisition agreement include?

The acquisition agreement is the document that governs the transaction. A Share Purchase Agreement —SPA— is generally used for the acquisition of shares, while an Asset Purchase Agreement —APA— is used when assets or a business unit are acquired.

Beyond the basic terms —setting the price and defining what is being acquired— its main purpose is to reflect everything identified during the prior investigation (due diligence) and establish what will happen if the information provided by the seller was inaccurate or if problems arise. It should therefore regulate, among other matters:

• The documents and actions;
• The seller’s representations and warranties concerning ownership of the shares, the accounts, contracts, employees, and tax and regulatory compliance;
• The exceptions disclosed in the disclosure letter;
• The indemnities applicable to specific risks, such as a tax audit, litigation or an employment claim;
• The limitations on the seller’s liability, including minimum amounts, the maximum liability cap and the time limits for bringing claims;
• The claims procedure and, where a third party is involved, who will conduct the defence and be entitled to negotiate a settlement;
• The conditions that must be satisfied before closing, such as obtaining authorisations, financing or contractual consents;
• The management of the company between signing and closing, in order to prevent extraordinary decisions that could reduce its value;
• The seller’s non-compete, non-solicitation, confidentiality and transition obligations, within reasonable limits;
• The governing law, the competent court or the arbitration procedure.

Warranties and indemnities

Warranties provide protection against unknown matters. They are general statements regarding the condition of the company (“I promise that we have paid all taxes”). If this subsequently proves to be false and causes a loss, the buyer brings a claim on the basis that the warranty was breached. By contrast, indemnities are used for problems that are already known to exist. For example, if the investigation revealed that a tax audit is ongoing, the agreement expressly allocates that risk. It states in writing that the seller will pay any resulting penalty and establishes how the matter will be managed.

Price retention, escrow and W&I Insurance

The right to bring a claim protects the buyer only if the indemnity can actually be recovered. It may therefore be agreed that part of the price will be temporarily retained or deposited into an escrow account administered by a third party. The amount is released once the agreed period has expired or the contingency has been resolved. In transactions of a certain size, representations and warranties insurance —Warranty & Indemnity Insurance or W&I insurance— may also be obtained. This policy covers certain losses and may limit the seller’s exposure.

💡 Insurance does not replace due diligence. The insurer will review the due diligence and exclude known risks. The choice between a retention, escrow or insurance will depend on the value of the transaction, the seller’s solvency and the risks identified.

What happens to employees when a company is sold in Belgium?

When a business is bought or sold, the workforce is invariably one of the matters that causes the greatest concern. In Belgium, the answer depends on how the transaction has been structured. To understand this more clearly, the two main scenarios are considered below.

Sale of shares

The first scenario is the sale of shares, known as a share deal. Imagine that the company is a vehicle and the employees are travelling inside it: the only change is the person holding the keys, while the employing company remains legally the same. Consequently, this simple change of ownership does not alter the workforce’s employment terms or contracts, and the employment relationship continues as normal.

However, even though the basis of the employment relationship remains unchanged, it is important to review the existing agreements. It is very common, for example, to find senior executives who are entitled to receive a special bonus or terminate their contract if the company changes ownership. The buyer must also examine incentive schemes, such as share options. Employee representative bodies must not be overlooked either, as the company’s integration into a new corporate group may require the establishment of new committees or compliance with different employee information and consultation rules.

Sale of assets or a business unit

The position is different in the case of an asset sale, known in the sector as an asset deal. In this situation, the employees will have a new employer. If the buyer acquires a business unit —such as a factory, shop or software division— and that unit retains its organisation following the sale, National Collective Bargaining Agreement No. 32 bis applies. The purpose of these rules is to protect the workforce by ensuring that, when the business is transferred, the employees assigned to it transfer automatically while retaining their rights, seniority and all their employment terms.

💡 It is irrelevant for the buyer and seller to agree that the transaction consists solely of acquiring assets and client lists, or to state that certain employees will not transfer. If a functional unit is transferred in practice, the law applies and those employees will become employed by the new owner.

In addition, since 1 February 2025, Belgium has strengthened employment-related information obligations in M&A transactions. Following the recent amendments introduced by the National Labour Council, employment-related information must be provided. Above all, this measure seeks to ensure that the buyer assumes its new employment responsibilities. Furthermore, if the buyer temporarily posts personnel from another group company to the Belgian company following the acquisition, it must verify the obligations applicable to the posting of workers in Belgium.

Taxation of a business acquisition in Belgium

The tax impact of an acquisition in Belgium is frequently the determining factor in how the transaction is structured, tipping the balance towards either a sale and purchase of shares (share deal) or an acquisition of assets (asset deal). However, this factor should never be considered in isolation. To make an informed decision, it is also necessary to assess the identity of the seller, the type of assets being transferred, how the transaction will be financed, the financing mechanisms involved and the application of international double taxation treaties.

Sale of shares by an individual

Where the transaction is structured as a sale of shares by an individual, the legal framework is determined by the recent Belgian Law of 6 April 2026. With effect from 1 January of that year, this law introduced a general tax on certain capital gains. Under this new regime, the transfer of shareholdings —those representing at least 20% of the capital— benefits from an exemption on the first EUR 1 million of capital gains generated over a five-year period, with progressive tax rates applying to amounts exceeding that threshold.

💡 It is essential to emphasise that the law taxes only the increase in value arising after 2025. It is therefore vital to have an official document establishing precisely how much the company was worth on 31 December 2025 in order to avoid paying more tax than required.

Sale of shares by a company

The position is different if the shares are sold by another company. In this scenario, the gain arising from the sale may be tax-exempt, but this should not be taken for granted. A thorough review is required to confirm that all legal requirements are satisfied, including how long the shares have been held and whether the subsidiary was itself subject to tax.

Sale of assets

By contrast, where the assets of the business are acquired instead of its shares —such as its machinery, brand or customer base— the tax treatment is different. The selling company will be required to pay Belgian corporate income tax on the resulting gain, normally at a rate of 25%. For the buyer, this option offers an advantage, as the price paid for those assets may reduce its own taxes in subsequent years through depreciation. However, the sale of real estate or business units may give rise to VAT or registration duties, the rules for which vary depending on the Belgian region concerned. The acquisition agreement must therefore record how the transaction price is allocate.

Which authorisations may be required before closing?

Before proceeding with the definitive completion or closing of an acquisition, it is essential to ensure that all relevant regulatory authorisations have been obtained. Closing the transaction prematurely without these approvals may result in invalidity and serious legal penalties. In practice, a transaction in Belgium may be subject to three separate and independent administrative screening regimes, which are explained below.

Belgian merger control

This first competition law mechanism applies where the acquisition results in a lasting change of control and the undertakings concerned have a combined turnover in Belgium exceeding EUR 100 million, provided that at least two of them each generate more than EUR 40 million in turnover in Belgium.

These thresholds are always calculated on the basis of turnover and never on the price agreed for the acquisition. Where these requirements are met, the law imposes a strict standstill obligation. The transaction cannot be completed until the Belgian Competition Authority has granted clearance. As regards timing, a simplified procedure may be completed within approximately fifteen working days, while an ordinary decision generally takes around forty days. If the transaction is larger still, the case will fall within the jurisdiction of the European Commission.

Foreign investment screening

Beyond competition law, a second mechanism applies where capital from outside the European Union is involved in the transaction. In force since 1 July 2023 and coordinated by the FPS Economy, this interfederal mechanism closely monitors investments by third-country investors in strategic sectors. Depending on the activity —ranging from critical infrastructure, energy and defence to strategic technologies, healthcare, sensitive data and the media— the notification obligation is triggered where 10% or 25% of the voting rights are acquired, directly or indirectly.

The rules require the entire corporate ownership chain to be identified through to the ultimate beneficial owner. It is therefore necessary to verify the applicable obligations and the information available in the Belgian UBO Register. In August 2026, the Interfederal Screening Committee issued its first prohibition of an acquisition. As in the previous case, the transaction is suspended as a precautionary measure until clearance has been obtained.

Foreign subsidies and large transactions

Finally, large transactions are subject to a third, more recent regime introduced under EU law. This screening mechanism seeks to prevent companies financed with public funds from non-EU countries from gaining an advantage within the internal market. Notification becomes mandatory where the company being acquired generates at least EUR 500 million in turnover within the European Union and the parties concerned have jointly received more than EUR 50 million in subsidies or financial contributions from third countries during the previous three years.

💡 These three regimes are not mutually exclusive; they operate in parallel. This means that the same corporate acquisition may be required to apply for, process and obtain all these authorisations simultaneously before final closing can take place.

Direct review based on an “EU dimension”

This mechanism is governed by the EU Merger Regulation (139/2004). It applies where the transaction is sufficiently large to extend beyond the borders of a single country and has an “EU dimension”. In practice, the European Commission assumes exclusive jurisdiction where the undertakings concerned generate a combined worldwide turnover exceeding EUR 5 billion and at least two of them each generate more than EUR 250 million within the European Union. Where these thresholds are exceeded, the “one-stop shop” principle applies. The companies no longer have to notify the acquisition to national authorities, such as the Belgian authority, but instead apply directly to the European Commission for clearance through a single procedure.

The referral mechanism under article 22 and the Illumina/Grail limitation

A transaction may sometimes fall below these high European financial thresholds while still threatening competition. This is particularly common in the technology and pharmaceutical sectors, where a large company acquires a small but highly innovative start-up before it grows and begins generating revenue. These transactions are known as killer acquisitions.

For such transactions, Article 22 of the Regulation allows Member States to refer the case to the European Commission for investigation. However, the rules governing this mechanism were fundamentally altered by the judgment of the Court of Justice of the European Union in the well-known Illumina/Grail case of September 2024. The Court held that a Member State may refer a case to the Commission only if that Member State already had legal jurisdiction to review it under its own national law. In other words, the European Commission cannot use Article 22 to suspend transactions that fall below both the European and national thresholds.

The ex post safety net (towercast doctrine)

What happens if an acquisition has such limited turnover that it does not meet any European or national threshold and is completed without review by any authority? Until recently, companies could proceed without concern. However, a judgment of the Court of Justice in 2023 —the Towercast case— opened a new avenue: ex post review.

The Court held that, where an undertaking that already holds a dominant market position acquires a competitor and thereby restricts competition, the European Commission or national authorities may investigate and sanction the transaction after it has been completed. In this situation, merger control law is not applied; instead, the acquiring company is sanctioned for committing an “abuse of a dominant position”.

💡 In summary, EU law operates at three levels. It reviews the largest companies on the basis of their turnover, accepts cases lawfully referred by Member States and retains the power to intervene after closing where the acquisition constitutes an abuse of market power.

Our firm specialises in Corporate and Commercial Law and European Competition Law.

Statistics and state of the Belgian M&A market in 2026

To understand the current state of the business acquisition market, it is important to examine the M&A Monitor 2026 prepared by Vlerick Business School. Based on the views of more than 150 industry specialists, the report finds that, following a rather cautious recovery in 2025, the outlook for 2026 is more optimistic.

Looking at transaction sizes reveals a two-speed market. On the one hand, smaller transactions —those valued at less than EUR 20 million— are the main driver of the market; indeed, most professionals have observed clear growth in this segment. By contrast, the mid-market segment, comprising acquisitions valued at between EUR 20 million and EUR 50 million, appears to have slowed.

The data on prices and acquisition performance also provide practical lessons. Three out of every four acquisitions ultimately generate value for the buyer’s shareholders. However, financial buyers, such as private equity funds, generally pay higher multiples, with an average purchase price of 7.3 times the company’s EBITDA. Strategic buyers —companies operating in the same sector and seeking synergies— are able to complete transactions at a slightly lower price, averaging approximately 6.2 times EBITDA. Another finding is that, in almost half of all transactions, the price ultimately paid at the end of the process is lower than the initial offer.

These figures do not constitute a mathematical rule for valuing a company. The precise price applied to a business will depend on its sector, size, whether it has recurring revenue, the quality of its financial information and whether it is excessively dependent on a limited number of clients. What the data do make clear is that the small-acquisition segment continues to attract interest and, above all, that preparing the relevant information before negotiations begin is important because it influences the final price.

Common mistakes when buying a Belgian company

Acquiring a company is a complex process in which a mistake can prove extremely costly. Experience in the Belgian market shows that the specific nature of Belgian legislation adds further complexity to this process. The most common mistakes are considered below in order to understand the risks involved and how they can be avoided.

Signing an overly binding letter of intent (LOI)

Enthusiasm to complete a transaction often leads buyers to sign excessively rigid agreements. A very high risk is assumed if the letter of intent accepts a fixed price or structure without stating that the agreement is conditional upon the outcome of the legal audit (due diligence), obtaining financing or securing regulatory approvals. By doing so, the buyer loses its ability to negotiate before it has even examined the true position of the business in detail.

Relying exclusively on the annual accounts

Financial statements do not tell the whole story. The figures do not reflect every hidden risk, such as pending claims, regulatory non-compliance, gaps in intellectual property ownership or contracts that the other party could terminate at any time. The company’s true position emerges only through a more thorough review.

Confusing enterprise value with the share price

Adjustments are essential in order to move from the “enterprise value” to the final price of the shares. Available cash must be added, debt deducted and working capital normalised so that the business can continue its day-to-day operations.

Ignoring change-of-control clauses

Many commercial agreements, leases and licences contain “change-of-control” clauses that allow the other party to terminate the contract if the company changes ownership. If the value of the business depends on those strategic contracts, this risk must be identified and an attempt made to resolve it before the acquisition is signed.

An asset deal does not eliminate every problem

There is a mistaken belief that acquiring only a company’s assets rather than its shares —what is known as an asset deal— involves no risk. Even if the agreement carefully defines which assets are acquired and which liabilities are excluded, Belgian law may impose joint and several liability. The law may require the new owner to assume liability for unpaid tax debts, obligations towards transferred employees or liabilities associated with the business activity.

Failing to verify ownership of the software or trademark

The fact that a company uses a software program or places a logo on all its products does not legally mean that it owns them. Assuming ownership without reviewing the trademark registers, licences or assignment agreements signed by the developers creates a significant risk. If the technology or visual identity is the most important part of the business, the documents must establish that it belongs to the company.

Paying the price without securing adequate protection

Paying the entire amount at once is generally imprudent. To ensure that the right to bring a claim can be enforced, the buyer should protect itself by retaining part of the price for a specified period, using a blocked deposit account (escrow), requiring bank guarantees or, in larger transactions, obtaining Warranty & Indemnity Insurance (W&I).

Postponing the integration plan until after closing

Many buyers focus all their efforts on the negotiations and fail to plan the integration. Business continuity requires IT access, new bank accounts, mandatory insurance, data protection arrangements and communications to employees and suppliers to be managed and planned sufficiently in advance. Otherwise, the business will begin to lose value from the outset.

Arthur & Marin’s practical experience and case studies

At Arthur & Marin, we generally act across several areas. First, we handle the structuring of cross-border projects. If you are an international investor, we assist you in choosing the appropriate corporate form in Belgium, prepare the financial plan and coordinate with notaries and accountants. As part of our risk review (due diligence), we also analyse the company’s contracts, tax position and applicable regulations. We provide all these services through legal coordination and we perform in different languages.

We understand that theory is useful only if it serves to protect our clients’ money and businesses. For strict confidentiality reasons, we always preserve the anonymity of the companies with which we work. Some of the most relevant and common practical cases are described below.

Pre-closing asset restructuring and corporate clean-up

In connection with the acquisition of a family-owned SME, the financial and legal due diligence revealed confusion between the assets used in the business and the founding shareholder’s personal assets, including vehicles, allowances and remuneration paid without any services being provided. To mitigate this contingency, we required a corporate clean-up before closing through the distribution of dividends in kind and an adjustment to working capital, ensuring that the transaction and valuation reflected exclusively the cash-generating capacity of the ordinary business.

Mitigation of employment liabilities arising from a change of control (share deal)

During the legal audit of a technology company that was the subject of a share deal, we identified that the CEO’s senior management agreement contained a change-of-control clause providing for disproportionate termination compensation. To protect the buyer against this liability, we made completion of the transaction conditional upon the prior renegotiation of that agreement and required the seller to settle the obligation, thereby neutralising the financial impact on our client.

Authorisation under the foreign direct investment screening regime

When advising a non-EU fund on the acquisition of a Belgian artificial intelligence start-up operating in the healthcare sector —a sensitive sector— the transaction became subject to the foreign direct investment (FDI) screening mechanism. Our team led the formal notification before the FPS Economy, demonstrated the absence of risks to national security and obtained a favourable decision from the competent authority without compromising the transaction.

Ring-fencing environmental liabilities in an asset deal

We assisted an industrial group with the acquisition of a business activity through an asset deal. The expert reports identified soil contamination at the seller’s industrial plant. As Belgian environmental legislation may impose strict liability on the new operator, we excluded the real estate assets from the transfer. Instead, we negotiated a lease agreement subject to conditions precedent, requiring the seller to undertake the necessary environmental measures at its sole expense.

Coverage of contingent liabilities through W&I Insurance

Negotiations for an acquisition came to a standstill because our client required an escrow account to secure indemnities relating to tax risks, while the selling fund needed to distribute the proceeds to its investors on the same day as signing. We coordinated the placement of a Warranty & Indemnity (W&I) insurance policy. This instrument transferred the risk to the insurer, protected the buyer’s assets and facilitated a clean exit for the seller.

Transition from an asset deal to a share deal

In one transaction, negotiations became deadlocked because of a divergence of interests. The seller required the transaction to be completed through a share deal in order to benefit from the tax exemption applicable to capital gains on shares, while our client made its investment conditional upon an asset deal so that it could acquire the profitable assets and avoid any risks associated with other areas of the business.

To reconcile both positions and preserve the agreement, we designed and coordinated a prior corporate restructuring known as a hive-down. We legally separated the relevant business unit and contributed it to a newly incorporated special-purpose vehicle (SPV) that was entirely free of liabilities. Once this step had been completed, the transaction was carried out as a share deal involving the shares of the new SPV. This legal structure enabled the acquisition to be completed successfully.

How can we assist you with an M&A transaction in Belgium?

Buying or selling a company requires the coordination of legal, financial and tax decisions. Our role is to assist you throughout the process, identify the risks and translate them into concrete solutions. Before signing a binding offer or exclusivity agreement, it is still possible to define what is being acquired, choose between a share purchase and an asset acquisition, make the transaction conditional upon due diligence and retain room for negotiation.

Stage of the transaction	How we assist you	Objective
Initial analysis	We examine the project, the company’s business activity, the identity of the parties and the objectives of the transaction. We compare the legal implications of a share deal and an asset deal and assess whether a Belgian special-purpose vehicle should be used.	Define from the outset what is being acquired, which liabilities may be assumed and which structure is most appropriate for the transaction.
Confidentiality, offer and letter of intent	We draft or review the non-disclosure agreement —NDA—, the offer and the letter of intent —LOI—. We define the binding clauses, exclusivity, timetable, financing conditions and scope of the due diligence.	Prevent the negotiations from creating broader obligations than intended and preserve the ability to revise the price.
Preparation and organisation of information	We define the required documentation and organise information requests. If we are assisting the seller, we review the documentation before it is disclosed and identify the matters that must be regularised.	Obtain organised and verifiable information that allows the transaction to progress without delays.
Due diligence	We review the corporate position, contracts, financing, employees, tax matters, intellectual property, data, real estate, licences, disputes and regulatory compliance. Where necessary, we coordinate the analysis with tax, financial and technical advisers.	Identify liabilities, contracts, outstanding authorisations and other contingencies that may affect the price or viability of the acquisition.
Risk assessment	We classify the risks according to their significance, probability and impact.	Convert the findings of the due diligence into concrete decisions and facilitate the negotiations.
Price structure and financing	We coordinate the legal documentation with the financial mechanism: fixed price, locked box, completion accounts, deferred consideration, seller loan or earn-out. We review the financing conditions and proposed security arrangements.	Ensure that the agreement accurately reflects how the price was calculated and how subsequent adjustments will be resolved.
Negotiation of the SPA or APA	We draft and negotiate the Share Purchase Agreement —SPA— or Asset Purchase Agreement —APA—. We regulate the representations and warranties, the disclosure letter, indemnities, limitations of liability and claims procedure.	Allocate risks between the buyer and seller and establish mechanisms for dealing with contingencies.
Authorisations and consents	We determine whether the transaction requires merger control clearance, foreign investment screening, approval from a regulator or the consent of banks, landlords, clients or suppliers.	Prevent the transaction from being completed without a required authorisation or the loss of a contract, licence or financing arrangement.
Signing and closing	We prepare the agreement, corporate resolutions, powers of attorney, transfers, appointments, resignations, releases of security and the remaining closing documents. We coordinate the necessary actions through a closing checklist.	Ensure that all obligations are fulfilled in a coordinated manner and that the transfer is properly documented.
Integration and post-closing	We advise on governance, updating registers, integrating contracts and employees, and complying with transition commitments. We also assist with price adjustments, earn-outs and claims for breach of warranty.	Facilitate business continuity and monitor the rights and obligations that remain in force after closing.
Cross-border coordination	In international transactions, we coordinate Belgian law with the buyer’s or seller’s structure, international taxation and documentation from other jurisdictions. We work in different languages and coordinate the necessary actions.	Provide a single point of coordination in Belgium and avoid inconsistencies between the transaction’s various advisers and documents.

💡 Our principal recommendation is to seek advice before signing a binding offer, letter of intent or exclusivity agreement.

Ready to invest in Belgium? Expert assistance with your M&A transaction

An M&A transaction in Belgium can support growth, provide access to business activities and enable rapid entry into the European market. An acquisition requires answers to four questions: what is being acquired, which risks are being assumed, how the price is calculated and what protection is available.

Arthur & Marin advises entrepreneurs, companies and foreign investors on business and cross-border transactions in Belgium. The firm assists from the letter of intent and due diligence through to the negotiation of the agreement, authorisations and closing. Are you considering buying, selling or investing in a Belgian company? Take the first step by arranging a review before assuming any commitments and contact our Legal Compliance and International Commercial Law team.

Contact us by email at info@arthurmarin.com or by telephone on +32 465 34 53 45. Our team will analyse the project and propose assistance tailored to your needs.

This article provides general information as at 12 September 2026 and does not replace legal or tax advice tailored to a specific transaction.

Frequently Asked Questions (FAQ) about buying a company in Belgium (M&A)

Is Due Diligence mandatory?

There is no general obligation to conduct due diligence in every private acquisition. However, buying a company without an adequate review considerably increases the risk and may make it more difficult to bring a subsequent claim, particularly in relation to matters that the buyer knew about or should have assessed.

Are the company’s debts also transferred?

In a share deal, the debts remain within the acquired company. In an asset deal, the parties define the scope of the transaction, but certain transfers or liabilities may be imposed by law, particularly in employment, tax, social security or environmental matters.

Is a notary required to buy shares in Belgium?

Not in every case. A private sale and purchase of shares may be completed without a notarial deed, but the articles of association, the company’s legal form and the related actions must be reviewed. The transfer of real estate, certain reorganisations and specific corporate amendments may require the involvement of a notary.

What is the difference between signing and closing?

Signing is the execution of the agreement; closing is its completion. If authorisations, consents or financing remain outstanding, the two stages take place separately. During the intervening period, the seller must continue to manage the company in accordance with the agreed terms.

How is the buyer protected if hidden debts emerge?

Through a combination of due diligence, price adjustments, representations and warranties, specific indemnities, retention or escrow, properly negotiated limitations of liability and, in certain transactions, W&I insurance.

Can only part of a company be acquired in Belgium?

Yes. A minority or majority shareholding, a business unit or specific assets may be acquired. In a minority investment, the shareholders’ agreement, information rights, reserved matters, exit arrangements and protection against dilution are essential.

Can the seller continue working after the sale?

Yes. The parties may agree on a transition period, an employment contract, a directorship or a consultancy arrangement. The functions, duration, remuneration, liability and compatibility with the earn-out and non-compete obligations must be defined.

What happens if an administrative authorisation is not obtained?

The agreement should treat the authorisation as a condition precedent and establish cooperation obligations, a deadline and the consequences of a refusal or the imposition of excessively burdensome regulatory conditions.

When must a foreign investment be notified?

When the investor and the target company fall within the criteria of the Belgian regime, including the ultimate origin of control, the sector concerned and the percentage of voting rights acquired. This must be analysed before closing and, preferably, before establishing a binding timetable.

Which language is used in the agreement?

The parties may use an agreed working language, which is often English in international transactions. However, certain formalities and corporate, employment or administrative documents may require French, Dutch or German, depending on the region, registered office and subject matter.