Belgium

Merger control in Belgium is governed by Book IV (“Protection of Competition”) of the Code of Economic Law (CEL), which establishes the substantive and procedural framework for the review of mergers.

This framework is supplemented by four Royal Decrees implementing Book IV of the CEL:

• the Royal Decree of 30 August 2013 on procedures for the protection of competition, which includes:
  • the complaint form for alleged breaches of merger rules in matters involving notification, gun jumping, and derogation requests from the standstill rules;
  • provisions on procedures before the Belgian Competition Authority (BCA); and
  • rules on calculating time limits in merger control.
• the Royal Decree of 30 August 2013 on the notification of concentrations of undertakings referred to in Article IV.10 of the CEL, which includes the notification form (Form CONC C/C) and rules on its submission;
• the Royal Decree of 4 September 2013 on the payment and recovery of administrative fines and periodic penalty payments pursuant to Book IV of the CEL, which sets out terms governing the payment of fines; and
• the Royal Decree of 12 September 2013 on the delivery of copies of the file as referred to in Book IV of the CEL, which outlines how copies of the case file are to be provided.

Belgium operates a mandatory and suspensory merger control regime. Concentrations that meet the jurisdictional thresholds must be notified to the BCA, and the transaction must not be implemented before clearance is obtained, unless a derogation is granted.

Merger control is enforced by the BCA, which is an independent administrative authority.

The Investigation and Prosecution Service (Auditoraat/Auditorat – IPS), which is headed by the Prosecutor General, conducts the investigations and submits its findings to the Competition College (Mededingingscollege/Collège de la concurrence).

The Competition College acts as the decision-making body within the BCA and adopts the final decisions. Its decisions are subject to judicial review by the Markets Court, which is a specialised section of the Brussels Court of Appeal.

However, the IPS has the power to deliver final decisions under the simplified merger review procedure which does not involve the Competition College.

The Belgian merger control regime applies across all sectors.

However, there is a limited sector-specific exception in the hospital sector. Under Article 2, section 3 of the Coordinated Law of 10 July 2008 on hospitals and other care centres, transactions between “authorised hospitals” and mergers creating or modifying a “locoregional clinical hospital network” are exempt from the general merger control regime. This exemption is confined to smaller transactions and does not apply if at least two of the hospitals involved have a turnover in Belgium of at least EUR 250 million and the parties’ combined turnover in Belgium is at least EUR 900 million.

Separately, Belgium has a foreign direct investment screening mechanism, which has been in force since 1 July 2023.

The EU Merger Regulation (EUMR) applies to Belgium and causes concentrations with an “EU dimension” — meeting the turnover thresholds set out in that Regulation — to fall within the exclusive competence of the European Commission (Commission) rather than that of the BCA.

The EUMR provides for “upward” and “downward” referral mechanisms, allowing cases to be transferred between the Commission and national competition authorities, including the BCA, depending on the geographic scope of the effects of the concentration.

Domestically, the BCA may request the assistance of the Federal Public Service Economy (FPS Economy) for economic analyses. Furthermore, the BCA works closely with regulators of network industries, specifically the Belgian Institute for Postal Services and Telecommunications (BIPT/IBPT) and the Commission for Electricity and Gas Regulation (CREG).

Internationally, the BCA actively participates in the International Competition Network (ICN), the European Competition Network (ECN) and the OECD Competition Committee. The BCA also engages informally with other national competition authorities (NCAs). For example, on 22 April 2025, the BCA and the NCAs of Austria, Ireland, Portugal, the Czech Republic and the Netherlands published a joint statement emphasising that a strong competition policy is necessary to preserve Europe’s competitiveness and the sustainability of its social market economy model.

Pursuant to Article IV.78 CEL, the BCA is empowered to transmit confidential information to the Commission and NCAs for the purposes of applying the EUMR.

The BCA’s 2026 Priorities Paper indicates that, building on its experience over the past three years, it will undertake a comprehensive review of the national merger control regime in the coming months, including modernising the notification forms and refining technical aspects such as time limits. As part of this exercise, the BCA will also assess, in cooperation with the Competition Service of the FPS Economy, whether the existing jurisdictional thresholds should be complemented by the introduction of “call-in” powers for specific transactions falling below those thresholds.

Belgian merger control applies to “concentrations”, which arise where there is a lasting change of control as a result of one of the transactions outlined in the answer to Question 2.3, below.

Under Belgian law, control is constituted by rights, contracts, or any other means which, either individually or in combination, and having regard to the relevant legal or factual circumstances, confer the possibility of exercising decisive influence over an undertaking.

This includes, in particular:

• ownership of, or the right to use, all or part of an undertaking’s assets; and
• rights or contracts that confer decisive influence over the composition, voting, or decisions of an undertaking’s governing bodies (Article IV.6(3) CEL).

There is no minimum shareholding threshold for control to exist. Minority shareholdings may be caught if they enable the exercise of decisive influence. In Picanol NV/Tessenderlo Chemie NV (Decision No. 2013-C/C-01, 21 October 2013), the BCA found that a 27.6% shareholding conferred de facto sole control, given the dispersion of the remaining shares among a large number of shareholders.

Belgian merger control applies only to changes of control that occur on a lasting basis (Article IV.6(1) CEL).

Belgian merger control applies to “concentrations”, which arise when a lasting change of control results from:

• the merger of two or more previously independent undertakings or parts thereof;
• the acquisition, by one or more persons already controlling at least one undertaking or by one or more undertakings, whether by purchase of securities or assets, by contract or by any other means, of direct or indirect control over the whole or parts of one or more undertakings or parts thereof; or
• the creation of a “full-function” joint venture that performs, on a lasting basis, all the functions of an autonomous economic entity.

The acquisition of control over assets can only be considered a concentration if those assets constitute the whole or a part of an undertaking; that is, a business with a market presence to which market turnover can be clearly attributed. Similarly, an “acqui-hire” will constitute a concentration if it satisfies that standard.

Only joint ventures that qualify as “full-function” are subject to the merger control rules. A joint venture will be considered full-function if it operates on a lasting basis and performs all the functions typically carried out by an autonomous economic entity (Article IV.6(2) CEL).

By contrast, joint ventures that do not meet these criteria are not regarded as concentrations. Instead, such arrangements are assessed under the rules governing anti-competitive agreements, in particular Article IV.1 CEL and Article 101 of the Treaty on the Functioning of the European Union (TFEU).

When a transaction is implemented in several interdependent steps that are legally or factually linked and result in the acquisition of control by the same undertaking(s), it may be regarded as a single concentration. In such cases, the overall operation is assessed as a whole. Clearance must generally be obtained before the first step is implemented. In addition, Article IV.8(2) CEL provides that two or more transactions between the same parties that each qualify as a concentration and occur within a two-year period are deemed to constitute a single concentration taking place on the date of the last transaction.

By contrast, when interrelated transactions involve different acquiring parties, each acquisition of control is regarded as a separate concentration and must be notified individually provided the thresholds are met.

Belgian merger control applies when the following cumulative turnover thresholds are met (Article IV.7 CEL):

• the undertakings concerned together generate a combined turnover in Belgium exceeding EUR 100 million; and
• at least two of the undertakings concerned each achieve a turnover of at least EUR 40 million in Belgium.

Turnover is calculated on the basis of the net sales of the undertakings concerned in the preceding financial year; that is, revenue derived from the sale of products and the provision of services in the ordinary course of business, after deduction of rebates, value-added tax and other taxes directly related to turnover.

An undertaking’s turnover is calculated by aggregating the turnover of all entities forming part of its group, with intra-group sales being excluded. When the transaction concerns only part of an undertaking, only the turnover attributable to the transferred activities is taken into account.

Article IV.8(4) CEL defines the relevant group for turnover calculation as including the undertakings concerned, their subsidiaries (and sub-subsidiaries), parent companies (and higher-level parents), sister companies and jointly controlled companies within the group.

Sector-specific rules apply to credit and financial institutions, insurance companies and public undertakings. For joint ventures, the turnover generated by the joint venture is allocated equally between the parent undertakings.

The Belgian merger control regime has no assets-based thresholds.

As there is no guidance under Belgian law, parties are advised to follow the approach taken by the Commission and ensure that revenues denominated in foreign currencies are converted into EUR on the basis of the European Central Bank’s average exchange rate over the relevant 12-month period.

The Belgian merger control regime has no thresholds based on market share, share of supply or similar criteria.   

Foreign-to-foreign transactions fall within the scope of Belgian merger control if the applicable turnover thresholds (see Question 3.1) are satisfied. Belgian law does not expressly specify how turnover should be allocated to Belgium. In EU practice, as reflected in the EU Consolidated Jurisdictional Notice, turnover is attributed based on the customer’s location. However, it is uncertain whether the BCA follows this approach, as academic views on the issue are divided.

There are no exemptions from the notification obligations, except for the limited sector-specific exemption in the hospital sector (see Question 1.4, above).

Belgian law does not provide for “call-in” powers for the BCA with respect to a deal that should have, but has not, been notified. However, the BCA can open an ex officio investigation and impose interim measures prohibiting the parties from completing the transaction pending the outcome of the inquiry. The ex officio investigation may also result in fines.

The BCA does not have the power to “call in” transactions that fall below the merger control thresholds. However, it may be seeking such powers in the future.

Additionally, following the judgment of the Court of Justice of the European Union in Towercast (case C-449/21, judgment of 16 March 2023), the BCA has scrutinised below-threshold transactions under the antitrust rules, in particular Articles 101 and 102 TFEU and its national equivalents.

In Proximus/EDPnet (2023), the BCA opened ex officio proceedings under the prohibition of abuse of dominance in relation to the acquisition by Proximus of EDPnet’s assets, despite the transaction not being notifiable. The Competition College found prima facie that the transaction could eliminate an important competitive constraint and imposed far-reaching interim measures, including the obligation to keep the businesses separate, preserve EDPnet’s viability and appoint a monitoring trustee. The investigation was closed after Proximus divested EDPnet to Citymesh.

The BCA has also applied Article 101 TFEU and its national equivalent to below-threshold mergers. In Dossche Mills/Ceres (2025), it investigated the proposed acquisition of Ceres’ artisanal bakery activities, citing serious indications of anti-competitive effects. Although the transaction was abandoned before a final decision was adopted, the BCA conducted a substantive assessment that essentially applied merger control principles (including market shares, competitive constraints, and barriers to entry).

More recently, in Live Nation/Pukkelpop (2025), the BCA opened an investigation – on instructions from the Minister for Economic Affairs – into the acquisition of a major Belgian music festival by Live Nation. As the transaction fell below the notification thresholds, the BCA is again relying on Articles 101 and/or 102 TFEU and their national equivalents to assess potential competitive concerns linked to Live Nation’s vertically integrated position in the live entertainment sector. The case is still pending.

The only time limits on the BCA’s ability to review a merger are the statutory time limits applicable in the review phase of a merger (see Question 4.12, below). Outside of these procedural review periods, the CEL does not provide for a “longstop date” for the BCA to call in or examine a transaction that has not been notified.

The CEL also provides for a general limitation period of five years for the BCA to open proceedings and impose fines for infringements of competition law (Article IV.91 CEL). However, it remains unclear whether this limitation period applies to violations of the standstill obligation (gun-jumping). Such infringements may be interpreted as a continuing infringement, in which case the limitation period would not begin to run until the infringement has ceased.

Belgium has no voluntary filing regime.

When the jurisdictional thresholds are met, notification is mandatory. Pursuant to Article IV.10(1) CEL, a concentration must be notified to the BCA prior to its implementation. The obligation is mandatory and cannot be waived.

A standstill obligation applies: a notifiable concentration must not be implemented before clearance by the BCA (Article IV.10(4) CEL). Implementation of a concentration arises as soon as the parties take steps that contribute to a lasting change in the control of the target undertaking.

The BCA may grant a derogation from the standstill obligation under Article IV.10(6) CEL. Such derogations are exceptional and must be duly substantiated. The BCA will grant them only when the harm caused by suspension (to the parties or third parties) outweighs the potential risks to competition. In practice, derogations are granted primarily in cases involving financial distress or imminent insolvency of the target.

Article IV.10(5) CEL further provides for an exception for public takeover bids, exchange offers, and acquisitions of control carried out through successive purchases of financial instruments (including convertible instruments) admitted to trading on regulated markets. Such transactions may be completed without prior clearance. However, the concentration must be notified without delay, and the acquirer must refrain from exercising the voting rights attached to the acquired instruments. Voting rights may only be exercised to maintain the full value of the investment and subject to a prior derogation granted by the President of the BCA.

Responsibility for notification depends on the structure of the transaction:

• in the case of an acquisition of (joint) control, the acquiring undertaking(s) must notify; and
• in the case of a merger, the merging parties are jointly responsible.

Article IV.10(2) CEL provides for a filing fee amounting to EUR 52,350 for concentrations subject to the normal procedure and EUR 17,450 for concentrations eligible for the simplified procedure. These amounts are automatically indexed based on the consumer price index.

The fee is payable within 15 days of receipt of the payment request issued by the Federal Public Service Finance, which is sent after the BCA has adopted its final decision.

A notification may be submitted once a binding agreement has been concluded. However, Article IV.10(1) CEL also allows notification on the basis of a draft agreement, provided the parties confirm their intention to finalise a transaction that does not materially deviate in any competition law-relevant respect from the notified draft. Additionally, good practice requires the parties to start talks with the BCA prior to formal notification, and the basis for such talks may be a tentative document such as a Letter of Intent.

A notification can be submitted at any time, as long as it is done before the concentration is implemented.

Under the standard procedure, concentrations must be notified using “Form CONC C/C”, as set out in the Royal Decree of 30 August 2013 on the notification of concentrations.

This form requires comprehensive information about the transaction and the parties involved. In particular, notifying parties must provide details on their corporate structure and business activities, a description of the proposed transaction, and a definition of the relevant markets, including identification of any affected markets. The form also requires information on market participants (with contact details), the structure of supply and demand, and any relevant research and development activities or efficiency gains expected from the transaction.

In addition, section 5 of Form CONC C/C obliges parties to submit supporting documentation. This includes the final or most recent transaction documents, offer documents in the case of a public bid, constitutional documents such as articles of association, and the latest annual reports and financial statements. Parties must also demonstrate that employee representative bodies (such as works councils) have been duly informed and provide their contact details. Furthermore, internal documents prepared for assessing the transaction must be disclosed, particularly those analysing market shares, competitive conditions, competitors, the strategic rationale of the transaction, and any anticipated growth or expansion.

If a transaction qualifies for simplified treatment, notifications must instead be made using the shorter “Form CONC C/C-V/S”, annexed to the BCA’s Communication of 8 June 2007, which sets out the specific rules applicable to simplified merger notifications. These rules were supplemented by the BCA’s Communication of 8 January 2020.

Notifications must be submitted in Dutch or French, which defines the language of the proceedings. Annexes must be provided in their original language; if that language is neither Dutch, French, German nor English, a translation into the language of the notification must be supplied. The BCA may also require translations of English-language documents if this is considered necessary (section 1.4 of Form CONC C/C).

Yes. The simplified procedure is designed for concentrations that do not raise prima facie competition concerns and can be cleared without an in-depth investigation. The procedure applies to the following categories of transactions:

• the creation of joint ventures with no or negligible activities in Belgium (i.e. where the turnover of the joint venture and the assets contributed remain below EUR 40 million);
• transactions where the parties are not active on the same relevant market, nor on vertically related markets;
• transactions where the parties’ combined market share does not exceed 25% on any affected market;
• the acquisition of sole control over an undertaking already jointly controlled by the acquirer;
• horizontal overlaps where the parties’ combined market share remains below 50% and either the increase in concentration (HHI delta) is below 150 or the increment in market share is less than 2%; and
• cases where there is no doubt as to the admissibility of the concentration and the relevant market shares (horizontal or vertical) fall between 25% and 40%.

Under the simplified procedure, the BCA must adopt a decision within 15 working days of receiving a complete notification. In the absence of a decision within this period, the concentration is deemed to be approved (Article IV.70(6) CEL).

Pre-notification discussions are not mandatory but are strongly encouraged and have become standard practice. They typically start with the submission of a draft notification.

Their duration depends on the procedure. In simplified cases, pre-notification typically lasts around 1.5 to 2 months (approximately 34–43 working days, and up to around 50 working days in more complex cases). In full procedure cases, they are generally longer, ranging from approximately 2 to 4 months, and up to around 5 months in more complex matters (BCA, Merger Insights 01, 24 October 2025).

Under the standard procedure, the BCA review comprises a Phase I and, exceptionally, a Phase II investigation.

Phase I lasts 40 working days from the day following receipt of a complete notification. This period may be extended by 15 working days if commitments are submitted or the transaction is modified and may also be extended at the request of the notifying parties.

At the end of Phase I, the BCA may:

• approve the transaction (with or without conditions);
• find that the concentration falls outside the scope of the CEL;
• declare the concentration admissible if the 25% market share threshold is not exceeded in any relevant horizontal or vertical market; or
• open a Phase II investigation if it identifies serious doubts regarding the admissibility of the concentration.

In the absence of a decision within the deadline, the concentration is deemed approved.

Phase II (in-depth investigation) lasts 60 working days from the decision to initiate it. This period may be extended by the time required for the submission of commitments, by 15 working days if the transaction is amended, or by up to 20 working days at the parties’ request to allow for revised commitments. At the end of Phase II, the BCA must either approve (with or without conditions) or prohibit the transaction. Failure to decide within the applicable deadline results in tacit approval.

Deadlines are calculated in working days, meaning that weekends and official public holidays are excluded from the computation. As a result, only days on which the BCA is open count towards the applicable time limits.

According to the BCA’s Merger Insights 01, for concentrations subject to the simplified procedure, the average duration from the start of pre-notification discussions to the adoption of a clearance decision is approximately 53 working days (2024 data).

Public offer rules introduce a limited exception to the standstill obligation under Belgian merger control. As noted in the answer to Question 4.3, above, public takeover bids can be implemented prior to obtaining clearance (Article IV.10(5) CEL).

Third parties with a sufficient interest may be heard and submit observations to the BCA in non-simplified proceedings (Articles IV.65(2)–(4) CEL). They are also informed of the final decision and, if they have requested to be heard during the procedure, may appeal that decision before the Markets Court (Article IV.90(4) CEL).

In practice, the BCA routinely seeks input from third parties during its review, including through requests for information or meetings. Third-party involvement may even start before the formal notification of a transaction, if the parties agree. Their views are also taken into account when assessing proposed remedies.

The BCA has wide powers to collect information necessary for merger review, based on Article IV.40 CEL. It may request information from the notifying parties and third parties (e.g. competitors, customers, suppliers).

Information requests are a central tool, particularly for market investigations, and may cover both factual data and qualitative assessments of the transaction. The scope can be extensive, including all relevant information accessible to the addressee, regardless of format (e.g. internal documents, emails, and other electronic data).

Requests are usually made informally but may be formalised by a binding decision if the information is not provided or is incomplete. In that case, non-compliance can lead to fines and suspension of the review timetable (“stop-the-clock”).

Exceptionally, the BCA may even resort to unannounced on-premises inspections.

Commercially sensitive information is protected by confidentiality obligations under Belgian competition law. In particular, Article IV.75(2) CEL provides that published decisions of the BCA must not reveal business secrets or other confidential information of the undertakings concerned.

However, in Ter Beke-Pluma N.V./Compofrio Food Group Netherlands Holding B.V. and Imperial Meat Products VOF, the BCA agreed to lift the confidentiality of certain quantitative data submitted by supermarkets in response to requests for information, in order to enable the notifying party to exercise its rights of defence. Access to that data was granted via a dedicated data room, subject to specific rules and conditions, including confidentiality obligations and restricted access.

The BCA assesses concentrations on the basis of whether they would significantly impede effective competition in the Belgian market or a substantial part of it (Article IV.9(3) CEL).

The BCA will assess whether a significant impediment to competition may arise from:

• unilateral effects, where the transaction removes an important competitive constraint between the parties or on remaining competitors, enabling the merged entity to exercise market power;
• coordinated effects, where the transaction facilitates or strengthens the ability of firms to align their behaviour on the market;
• foreclosure effects, where competitors’ access to inputs or customers is restricted, thereby weakening their competitive position;
• the vertically integrated undertaking may gain access to commercially sensitive information regarding the upstream or downstream activities of competitors; or
• conglomerate effects, such as tying or bundling practices.

The CEL only allows the BCA to assess competition concerns arising from a concentration. However, the notion of competition is interpreted broadly and may encompass aspects such as sustainability or editorial independence.

Efficiencies may be taken into account when they contribute to technical or economic progress and benefit consumers. Under Article IV.9(2) of the CEL, such efficiencies are relevant only if they are merger-specific, verifiable and do not undermine effective competition.

During the pre-notification period, the Prosecutor may raise potential competition concerns.

If the Prosecutor identifies competition concerns during Phase I, the BCA must formally share these objections in writing. This letter must be sent to the notifying parties at least five working days before the Prosecutor submits their formal proposal for decision to the Competition College. In Phase II, the Prosecutor submits a more detailed proposal for decision, a copy of which is provided to the parties for their written response.

Once the Prosecutor submits the proposal for decision to the Competition College, the parties are granted access to the file.

The procedure also involves formal hearings in Phase I and Phase II.

Remedies may be discussed informally during pre-notification and can be formally submitted in both Phase I and Phase II. When commitments are offered, the review period may be extended by 15 working days in Phase I and 20 working days in Phase II.

The BCA may accept both structural remedies (such as divestitures) and behavioural remedies (including access obligations or conduct commitments) to address competition concerns. Unlike the Commission, which generally prioritises structural solutions, the BCA adopts a more flexible approach, frequently accepting behavioural remedies.

Completion may take place once the concentration has been cleared subject to conditions, but the parties remain bound to implement the remedies within the prescribed timeframe. In practice, commitments are annexed to the decision, and the operative part makes clearance conditional upon their full implementation. Compliance is ensured through monitoring mechanisms and may be enforced by fines or periodic penalty payments in case of breach.

The BCA communicates the decision to the parties, the Minister for Economic Affairs, and any third party that has demonstrated a sufficient interest and requested to be heard. The BCA will also publish a non-confidential version of the decision on its website.

Clearance decisions take immediate effect and are not subject to any statutory waiting period.

The BCA follows the principles set out in the Commission’s Notice on Ancillary Restraints. Accordingly, a clearance decision is understood to extend to restrictions that are directly related and necessary to the implementation of the concentration. Any restrictions falling outside this scope are assessed separately under Article 101 TFEU and its national equivalent.

Final decisions of the BCA may be appealed to the Markets Court, a specialised chamber of the Brussels Court of Appeal (Article IV.90(1) CEL). An appeal must be filed by submitting a signed petition to the court registry within 30 days from notification of the decision (Article IV.90(5) CEL).

Failure to notify a notifiable concentration, or late notification, may result in significant financial penalties. The BCA may impose fines of up to 10% of the parties’ consolidated worldwide turnover, as well as periodic penalty payments of up to 5% of their average daily worldwide turnover for each day of non-compliance (Articles IV.79(1) CEL and IV.10 CEL).

In Cordeel/Imtech (2015), the BCA imposed a fine of EUR 5,000, on the grounds that the infringement was the result of negligence, occurred in a context of financial urgency, and concerned a transaction of limited competitive impact.

Implementing a concentration prior to clearance may trigger significant fines. Under Articles IV.79(1) and IV.80(1) CEL, the BCA may impose fines of up to 10% of the parties’ consolidated worldwide turnover, as well as periodic penalty payments of up to 5% of their average daily worldwide turnover for each day of non-compliance.

In Cordeel/Imtech (2015), the BCA also sanctioned a breach of the standstill obligation.

The BCA may impose fines of up to 1% of worldwide turnover for providing incorrect, misleading or incomplete information (Article IV.82(1) CEL).