Understanding Belgium’s FDI screening framework
Our contribution presents a practice‑oriented overview of Belgium’s FDI screening mechanism. We explain how transactions involving non‑EU investors must be filed with the Interfederal Screening Committee (ISC) before closing when certain shareholding thresholds are exceeded in sensitive sectors.
Notifying a transaction has rapidly become a standard component of deal execution in sectors touching on energy, digital infrastructure, data access, health, defence and other strategic domains.
How the filing process works
We also explain step‑by‑step how the filing process works:
- when a transaction becomes notifiable;
- how the Belgian and European notification forms must be completed; and
- how the ISC assesses cases during the 30‑day initial review and potential subsequent 28‑day screening phase.
Drawing on practical experience and the ISC’s annual reports, we highlight common challenges for company lawyers that impact how smoothly the notification proceeds, including:
- determining whether a purchaser is a “foreign investor”;
- interpreting sectoral criteria such as access to sensitive information; and
- managing the ISC’s information requests.
Contractual tools to manage FDI‑related risks
The contribution also makes concrete recommendations for contract drafting in FDI‑sensitive transactions. Because the filing obligation rests with the investor – while key information typically comes from the seller – there is a need for robust contractual protections.
Drafting tools help manage regulatory risk without jeopardizing deal certainty. They include:
- FDI‑specific conditions precedent;
- cooperation and information‑sharing obligations during the filing process;
- representations and warranties covering the completeness and accuracy of information;
- indemnities for fines resulting from misleading data; and
- “hell‑or‑high‑water” clauses requiring parties to implement any corrective measures imposed by authorities.
Policy challenges and improvement opportunities
Finally, we identify broader policy challenges – such as limited transparency in ISC decision‑making and the wide scope of notifiable transactions, including internal reorganizations – and suggest areas for improvement.
For company lawyers navigating cross‑border investments, the chapter provides a legal framework as well as guidance to ensure smoother filings, reduced regulatory friction and better‑protected transactions.
Need help with an FDI notification?
If you have more questions on FDI notifications, or if you need assistance with a specific matter, we are available to assist you.
The book chapter is available in Dutch, in print or online: Link
