I. Introduction
On 4 December 2025, the Belgian Parliament approved a bill simplifying the compliance framework applicable to Belgian listed companies. The new rules entered into force on 3 January 2026. This reform aligns the Belgian regime more closely with that of other European jurisdictions, enhances organisational flexibility for listed companies, and contributes to reducing their administrative burden.
The key changes are as follows:
- Simplified convening requirements for general meetings of shareholders: listed companies are no longer required to publish the notice convening a general meeting (“convocation” / “bijeenroeping”) in the Belgian Official Gazette nor in a newspaper with national reach; publication on the company’s website and in media with a European reach are now sufficient;
- Easing of the rules on delayed disclosure of inside information: issuers are no longer required to provide the FSMA with the reasoning behind a disclosure delay unless expressly requested to do so;
- Easing of the rules applicable to marketing materials in equity capital market (ECM) transactions: prior approval by the FSMA is no longer required on marketing materials in ECM transactions; however, materials must still be submitted to the FSMA before they are made available.
II. Key amendments
– Simplified convening requirements for general meetings of shareholders
Listed companies have long been obliged to publish the notice convening a general meeting through four mediums: on their own website, in the Belgian Official Gazette, in a newspaper with national reach and in media ‘that can reasonably be expected to effectively disseminate information to the public throughout the European Economic Area and that are accessible quickly and without discrimination’. This requirement has now been limited to a publication on the company’s own website and in media that can reasonably be relied upon for the fast, effective and nondiscriminatory dissemination of information to the public within the European Economic Area.
This simplification increases flexibility and reduces both costs and administrative delays, given that companies previously had to submit drafts of the notice several days in advance to the Belgian Official Gazette. Importantly, these changes do not affect the obligation to send the notice directly to holders of registered shares, convertible bonds and subscription rights, whether by email or by post.
Similar simplifications apply to companies whose shares are admitted to trading on a multilateral trading facility (MTF) provided they are subject to a statutory obligation to maintain a publicly accessible website with a dedicated and regularly updated financial information section. This includes, in particular, companies whose shares are admitted to trading on Euronext Growth Brussels.
– Easing of the rules on delayed disclosure of inside information
Under the Market Abuse Regulation (MAR), issuers are required to disclose inside information to the public as soon as possible, but they are allowed to delay disclosure under certain conditions. Before the reform, an issuer that chose to delay the disclosure had to provide the FSMA with written justification thereof. Under the new regime, the issuer is still required to notify the FSMA of its decision, but is only required to provide written justification if the FSMA expressly requests it.
The reform does not modify the conditions under which a delay is allowed.
It therefore remains essential for issuers to ensure that the criteria for delaying disclosures are fully satisfied, to notify the FSMA with the information and to retain adequate records to demonstrate compliance should the FSMA request further information.
– Easing of the rules applicable to marketing materials in ECM transactions
The reform also simplifies the regime applicable to marketing materials in the context of public offerings and admissions to trading in Belgium. Under the previous framework, advertisements and other communications relating to a public offering or an admission to trading required prior FSMA approval.
Under the new rules, prior approval is no longer required for marketing materials relating to public offerings or the admission to trading of shares issued by companies whose shares are already admitted to trading on a regulated market or an SME growth market.
Marketing materials must, however, still be submitted to the FSMA no later than the moment they are made available to the public, to enable the authority to perform its supervisory role on an a posteriori basis.
III. Conclusion
The reform adopted on 4 December 2025 represents a step towards a more efficient and proportionate compliance framework for Belgian listed companies. By simplifying the convening requirements for general meetings, easing the regime on delayed disclosure of inside information and relaxing the rules applicable to marketing materials in ECM transactions, the new legislation reduces administrative burdens while maintaining the necessary safeguards to ensure market integrity and investor protection.
While the reform provides greater flexibility, listed companies must continue to exercise vigilance in meeting the underlying substantive requirements, particularly with respect to timely disclosure obligations and the retention of appropriate records. As always, issuers should review their internal procedures to ensure alignment with the updated framework and to mitigate the risk of non‑compliance.
