Simplifying compliance for Belgian listed companies
18 Nov 2025
On 9 October 2025, the Belgian government proposed a draft bill to simplify compliance and reduce administrative costs for listed companies. It is currently subject to parliamentary approval, following which the bill will enter into force 10 days after publication in the Belgian Official Gazette.
The bill at a glance
Inside information: justification for the delayed disclosure of inside information must now only be provided to the Financial Services and the Markets Authority (FSMA) upon request.
Marketing materials: no prior FSMA signoff is required for offerings or admissions of shares issued by a company whose shares are already listed.
Shareholder meetings: convening a general meeting of shareholders no longer requires publishing a notice in the Belgian Official Gazette or in a national newspaper.
Delayed disclosure of inside information
Under the Market Abuse Regulation (MAR), an issuer must publicly disclose inside information that directly relates to it as soon as possible, but this disclosure may be delayed under special circumstances. Today, when the issuer eventually discloses that information to the public, it must also provide the FSMA with the reasons for the delay.
The Draft Bill maintains the rule that the issuer must notify the FSMA of the delay at the time of disclosure, but the justification for the delay only needs to be provided upon request from the FSMA. This applies to listed companies and other companies with listed securities.
FSMA approval of marketing materials for listed shares
Currently, the Prospectus Act of 11 July 2018 requires FSMA approval for advertisements and other communications for public offerings in Belgium or admissions to trading on a Belgian regulated market or Multilateral Trading Facility (MTF).
Under the Draft Bill, no prior FSMA approval is required for such advertisements and communications when the offering or admission concerns shares issued by a company whose shares are already listed for trading on a regulated market or an SME growth market, even if a prospectus or an information note is required. The materials must still be filed with the FSMA no later than their public release so the FSMA can conduct an ex-post review.
Convening of shareholder general meetings
Today, listed companies must publish the notice convening a general meeting of shareholders in the Belgian Official Gazette and in a nationally circulated newspaper (in print or online). The Draft Bill modifies these publication requirements to reduce costs and accelerate timelines, stating that the company must publish the notice:
on media platforms that can reasonably ensure effective dissemination across the European Economic Area and are rapidly and non-discriminatorily accessible, such as news agencies, information providers (online or not) or social media
on its website.
These simplifications do not affect the obligation to send notices by post or email to directors, statutory auditors and holders of registered shares, convertible bonds and subscription rights.
Similar changes are foreseen for companies with shares listed on an MTF—provided the issuer has a public website with an up-to-date financial information section. This includes companies with shares admitted to trading on Euronext Growth Brussels.
These changes do not apply to requirements for the convening of a general meeting of bondholders.
Authors: Bart Vanstaen, Harold Vanden Berghe and Sophie Ceulemans
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