The Belgian legislator has been busy over the summer. Although Belgium missed the 16 April 2026 deadline for transposing AIFMD II (Directive (EU) 2024/927), it completed the implementation with the Law of 22 July 2026.
In addition to transposing AIFMD II, the Belgian legislator took the opportunity to introduce a number of welcome flexibilities to the Belgian UCITS and AIFM frameworks.
Key changes
AIFMD II introduces significant changes to the regulatory framework applicable to investment funds and their managers across the European Union. The new rules affect both AIFMs and UCITS management companies, as well as the funds they manage.
The Belgian legislator opted for a strict transposition of AIFMD II, without introducing any additional gold-plating. For a brief overview of the key changes introduced by AIFMD II, please see our earlier blog post, AIFMD II.
Against this background, the following highlights some of the key changes and noteworthy legislative choices made by the Belgian legislator:
1. Expanded permitted activities for UCITS management companies and AIFMs
AIFMD II expands the range of activities that may be carried out by UCITS management companies and AIFMs. Belgium has made full use of the options available under AIFMD II to support the competitiveness of Belgian management companies.
UCITS management companies and AIFMs will be able to provide additional services, including benchmark administration. AIFMs will also be permitted to carry out credit-servicing activities. In addition, UCITS management companies will be able to receive and transmit orders relating to financial instruments, an activity that has already been available to AIFMs since 2014. Each of these activities will be subject to prior authorisation by the FSMA.
2. Consumer lending by AIFs
AIFs will continue to be permitted to grant consumer credit, subject to prior authorisation and compliance with the Belgian Code of Economic Law. Belgium has chosen not to exercise the option under AIFMD II to prohibit AIFs from granting loans to consumers.
3. Depositary arrangements
Belgium has chosen not to exercise the option to allow AIFs to appoint a depositary established in another Member State. This means that AIFs will continue to be required to appoint a depositary established in Belgium.
Additional flexibility for UCITS and AIFs
Importantly, the Belgian legislator also took the opportunity to introduce a number of welcome flexibilities for UCITS and AIFs, going beyond the changes required to transpose AIFMD II.
A particularly welcome change is the possibility of no longer listing individual share classes in the articles of association or management regulations, bringing the regime more closely in line with the existing treatment of sub-funds or compartments.
This removes the need for notarial involvement when creating a new share class, thereby reducing costs and administrative formalities for investors. Where a fund nevertheless chooses to list individual share classes in its articles of association or management regulations, the board of directors of the collective investment undertaking or its management company may add new classes without convening a general meeting, as is already the case.
Another notable change concerns the fit & proper requirements relating to the professional integrity and appropriate expertise of directors and other managers of collective investment undertakings that have appointed a management company.
Where a management company has been appointed, it is responsible for carrying out all management functions and ensuring compliance with the applicable legislation. The collective investment undertaking therefore only intervenes on a secondary basis. Against this background, the new rules relax certain fit & proper requirements applicable to the managers of such collective investment undertakings.
The existing rules on professional prohibitions remain unaffected. In particular, persons convicted of certain offences will continue to be prohibited from holding management positions in financial undertakings.
These changes bring the Belgian regime more closely in line with the UCITS and AIFM Directives, which do not impose equivalent fit & proper requirements on the managers of collective investment undertakings that have appointed a management company.
Entry into force
The new provisions entered into force upon publication, with the exception of certain reporting obligations, which will apply as from 16 April 2027.
What does this mean for your business?
The implementation of AIFMD II brings important changes for Belgian fund managers and investment funds, while the additional flexibilities create opportunities to streamline structures and reduce administrative burdens.
Authors:
- Audrey Zegers, Altius
- Elias Nys, Altius
