The Belgian government tabled a bill in Parliament on 9 October 2025 to simplify the compliance requirements and reduce the administrative costs for listed companies.
Here, we highlight three important changes for the intended beneficiaries:
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Simplification in how general meetings of shareholders are called: listed companies will no longer have to publish notices of meetings in a newspaper or in the Belgian Official Gazette, which will give them greater flexibility as to timing and reduce costs significantly.
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Rules eased on delayed disclosure of inside information: listed companies will only need to explain their delayed disclosures to the FSMA if they’re asked to.
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Rules eased on marketing materials issued for ECM transactions: FSMA approval will no longer be required for marketing materials relating to a public offering, or an admission to trading, of shares in companies whose shares have previously been admitted to trading on a regulated market or an SME growth market, even if the transaction requires a prospectus or information note.
Notices of general meetings of shareholders simplified
Companies whose shares are admitted to trading on a regulated market will welcome the abrogation of the requirement to publish notices of their general meetings of shareholders in a newspaper with a national circulation and in the Belgian Official Gazette.
Under the European legal framework, notices only need to be published on the listed company’s website and in media that can reasonably be relied upon for fast, effective, non-discriminatory dissemination to the public of the information contained therein across the European Economic Area. The Belgian government now proposes aligning the Belgian requirements to this European standard.
However, there will be no change to the obligation of sending notices by email or by post to holders of any registered shares, convertible bonds and subscription rights, or to directors and statutory auditors.
The simplification should offer greater flexibility in terms of timing, since publishing these notices in a newspaper and the Belgian Official Gazette typically requires the company to submit their draft notice five business days ahead of time, plus they will now not need to incur that significant cost.
The bill also proposes similar simplification for companies whose shares are admitted to trading on a multilateral-trading facility (or MTF) if they have a publicly accessible website with a dedicated, regularly updated financial information section. This includes companies whose shares are admitted to trading on Euronext Growth Brussels.
The formalities for calling a general meeting of bondholders would not change. The notice thereof would still have to be published in a newspaper with a national circulation and in the Belgian Official Gazette (unless all bonds are held in registered form).
Rules eased for delayed disclosure of inside information
Under the European Market Abuse Regulation (or MAR), an issuer in possession of inside information that directly concerns it must disclose that information to the public as soon as possible. Disclosure may be delayed (subject to certain conditions) but, once the information is made public, the issuer must notify the FSMA immediately and state in writing the reasons for the postponement.
Unlike some other Member States (such as the Netherlands or Austria), Belgium has not yet opted, as is allowed under the MAR, to require written reasons from issuers only when that is asked for by the relevant authority. It now proposes making use of this relaxed compliance rule. Under the changes, an issuer must still inform the FSMA that it is disclosing information of which the disclosure was delayed, and indicate the date on which that delay was decided, but the reasons will no longer need to be appended unless the FSMA so requests.
This legislation will reduce the administrative burden incumbent on issuers. That said, they will, of course, still need to verify that the legal criteria for a delayed disclosure are fulfilled at the time of the decision, and they should keep a careful record of this. They must additionally keep careful note of their continued satisfaction that the criteria are met right through to the information’s final publication. On this latter score, nothing will change: it will remain an essential aspect of any subsequent FSMA scrutiny.
Rules eased on marketing materials issued for ECM transactions
The bill further simplifies the rules in Belgium on advertisements and other communications relating to public offerings in Belgium or admission to trading on a Belgian regulated market or MTF.
At present, the Prospectus Act of 11 July 2018 requires prior FSMA approval of such marketing materials where a prospectus or information note is required.
Under the changed rules, prior approval will no longer be required for marketing materials relating to a public offering, or an admission to trading, of shares issued by companies whose shares have previously been admitted to trading on a regulated market or an SME growth market, even when a prospectus or information note is required for that transaction. Instead, these materials simply need to be submitted to the FSMA at the latest when they are made available to the general public.
Effective date
Once approved, the new act will come into force ten days after publication in the Belgian Official Gazette.
