Belgium takes a first step towards digital European company law

Although this measure represents only one part of the European directive, the preliminary draft marks the beginning of a much broader reform of Belgian company law. Directive (EU) 2025/25 aims to further expand the use of digital tools and processes, make company information more easily accessible across borders and avoid requiring companies to submit the same documents and information repeatedly to different authorities.

The directive was adopted on 19 December 2024 and entered into force on 30 January 2025. Member States must adopt the necessary transposition measures by 31 July 2027. Most provisions will apply from 31 July 2028, while certain provisions will only become applicable as from 1 August 2029.

For the time being, the Belgian preliminary draft of 3 July 2026 only concerns the prior review of the incorporation and amendments to the articles of association of general and limited partnerships. Other important developments, such as the EU Company Certificate, the digital EU power of attorney, the once-only principle and the further interconnection of European registers, still need to be incorporated into Belgian law and administrative practice.

The question is therefore not only how Belgium will implement this first requirement, but more importantly how Belgium will use this opportunity to further digitalise company law procedures that currently remain highly fragmented.

The first Belgian transposition step: prior review for general and limited partnerships

The preliminary draft law approved on 3 July 2026 implements the requirement to also subject the incorporation documents and amendments to the articles of association of a general partnership (VOF/SNC) or limited partnership (CommV/SComm) to prior review. This review may be administrative, judicial or notarial, or may combine several of these forms of review.

Belgian companies requiring an authentic deed are already subject to a significant degree of prior review, in particular through the involvement of a notary. By contrast, the incorporation of a VOF/SNC or CommV/SComm and amendments to their articles of association may, in principle, be carried out by private deed. The preliminary draft therefore seeks to bring Belgian law into line with the directive in this respect.

The precise scope and practical organisation of the review will depend on the final wording of the legislation. The preliminary draft must first be submitted to the Council of State for its opinion and will then have to go through the parliamentary process. At this stage, it is therefore not yet clear which authority will carry out the review in practice, which documents will need to be submitted, or whether the new rules will affect the timing and cost of incorporating a VOF/SNC or CommV/SComm or amending its articles of association.

A broader reform is still to come

The prior review applicable to general partnerships (VOF/SNC) and limited partnerships (CommV/SComm) is only one part of Directive (EU) 2025/25. The directive also provides for, among other things, a uniform EU Company Certificate, a digital EU power of attorney, a strengthened once-only principle and further exchange of company information through interconnected registers.

These measures are intended to simplify cross-border transactions and avoid requiring companies to submit the same information more than once. Their transposition and practical implementation in Belgium will, however, require further legislative and technical measures.

Impact in Belgium

In Belgium, the incorporation and amendment of companies still often involve cumbersome procedures. Although digital channels such as the Crossroads Bank for Enterprises (CBE) are available, in practice the process remains heavily dependent on physical documents, manual checks and fragmented procedures. As a result, registrations are delayed, and practices vary from one enterprise court to another, creating legal uncertainty.

The introduction of the EU Company Certificate, the once-only principle and the digital EU power of attorney offers a unique opportunity to address this fragmentation. If Belgium ensures a rigourous transposition of the directive, with particular attention to uniform application and the establishment of a central digital one-stop shop, the reform could contribute to a more transparent, efficient and user-friendly Belgian company law framework. At the same time, this will require a thorough reform of cooperation between court registries, business registers and digital services, together with clear guidelines to ensure consistent application.

Conclusion

With the preliminary draft law of 3 July 2026, Belgium has taken a first step towards transposing Directive (EU) 2025/25. The next stages will need to clarify how the European digitalisation measures will be incorporated into Belgian company law and what their practical impact will be for businesses.

Would you like to know how Directive (EU) 2025/25 and the further digitalisation of company law may affect your business?

Andersen in Belgium is ready to assist you in assessing the new requirements and preparing for the changes ahead.