Title

2005009962

14 DECEMBER 2005. - Law abolishing bearer securities. <Erratum, Official Gazette 06.02.2006, p. 6111-6119> (NOTE: Consultation of versions prior to 23-12-2005 and updated as of 08-12-2025)

Source: Justice

Publication: 23 December 2005

Number: 2005009962

page: 55488

Case number: 2005-12-14/31

Entry into force:
1 January 2004 (ART. 16) (ART. 18,2$) (ART. 18,3$) 23 December 2005 (ART. 1 - ART. 15) (ART. 17) (ART. 18,1$) (ART. 19,§1) (ART. 20 - ART. 22) (ART. 23,1$) (ART. 24) (ART. 26,§1) (ART. 32 - ART. 33) (ART. 34,§2) (ART. 36) (Art.33) A15 A17 A18 A19 A20 A23 A24 A26 A32 A40 A41 A42 1 January 2014 A16 A18 A19 A23 A25 A26 A27 A28 A29 A30 A31

Erratum: Publication of 6 February 2006, number 2006009061, page 6111, ERRATUM image of the official publication

This text modifies the following texts:

1991003529 1998003441 1999A09646 1991003038 2004A03058 1999003307 1998003158

6 archived versions

15 implementing decrees

CHAPTER I. - General provisions.
Art. 1-2
CHAPTER II. - Provisions abolishing bearer securities.
Art. 3-11, 11/1, 12, 12/1, 13-14
CHAPTER III. - Modifications to the Companies Code.
Art. 15-32
CHAPTER IV. - Various modifications.
Art. 33-42
CHAPTER IV. - Entry into force.
Art. 43

Text

CHAPTER I. - General provisions.

Article 1. This law regulates a matter referred to in Article 78 of the Constitution.

Art. 2.For the application of this law, the following terms shall mean:
1° "securities":

shares, beneficiary parts, bonds, subscription rights and certificates issued by companies governed by Belgian law in accordance with the Companies Code;
public debt securities as enumerated in Article 1 of the Law of 2 January 1991 relating to the market for public debt securities and monetary policy instruments;
(all other securities issued by a Belgian issuer incorporating a financial claim against that issuer or a third party, including securities representing undivided rights in a Belgian contractual collective investment scheme.) <L 2007-04-25/38, art. 85, 002; Enforcement: 18-05-2007>
2° ("issuer": the person or non-legal-person collective investment scheme that has issued the securities;) <L 2007-04-25/38, art. 85, 002; Enforcement: 18-05-2007> 3° "regulated market": any regulated market as defined in Article 2, 3°, of the Law of 2 August 2002 relating to the supervision of the financial sector and financial services. 4° "Royal Decree No. 62 coordinated": Royal Decree No. 62 of 10 November 1967 relating to the deposit of fungible financial instruments and the settlement of transactions on such instruments, coordinated on 27 January 2004. 5° "approved account keeper":
approved account keepers as referred to in Articles 468 et seq. of the Companies Code;
affiliates, as referred to by the coordinated Royal Decree No. 62;
establishments holding accounts, as referred to by the Law of 2 January 1991 relating to the market for public debt securities and monetary policy instruments.
For the application of this law, the following are not considered securities:
commercial paper;
bearer bonds issued exclusively abroad or subject to foreign law, except for the application of Article 4;
securities referred to in point 1°, first paragraph, third dash, when issued exclusively abroad or subject to foreign law, except for the application of Article 4;
[1 - bearer bonds taking the form of a collective security and delivered to a liquidation body for immobilization purposes, except for the application of Article 4.]1 ---------- (1)<L 2013-12-21/28, art. 3, 004; Enforcement: 10-01-2014>

CHAPTER II. - Provisions abolishing bearer securities.

Art. 3.§ 1. From 1 January 2008, securities may only be issued by the issuer in registered or dematerialized form.
§ 2. The security, as referred to in Article 2, first paragraph, 1°, third dash, which is issued in dematerialized form based on the first paragraph, is represented by an account entry, in the name of its owner or holder, with the issuer, a liquidation body, or an affiliate member, within the meaning of the coordinated Royal Decree No. 62. Belgian issuers who have issued bearer securities referred to in Article 2, first paragraph, 1°, third dash, must take the necessary measures to hold the entire outstanding amount of such securities, either with one of the liquidation bodies defined in Article 1, 1°, of the coordinated Royal Decree No. 62, or with one of the affiliate members as referred to by that Royal Decree, up to and including 31 December 2007, unless the issuer takes these securities into deposit itself. Belgian issuers wishing to issue such dematerialized securities from 1 January 2008 must, before issuance, take the same measures. The issuer concerned publishes without delay a notice indicating the liquidation body or affiliate member chosen by it for each issuance of securities. The notice must be published in the Moniteur belge, in two national circulation press organs, one in French and one in Dutch, and, if applicable, on the issuer's website. If the issuer is a company, this notice must be filed with the clerk's office of the [1 Enterprise Court]1 within whose territorial jurisdiction the company has its registered office. ---------- (1)<L 2018-04-15/14, art. 252, 006; Enforcement: 01-11-2018>

Art. 4. From 1 January 2008, bearer securities referred to in Article 2, which are recorded in securities accounts, as well as bearer securities issued abroad, subject to foreign law, or issued by a foreign issuer, cannot be physically delivered in Belgium. This provision does not apply to the delivery of an individual or collective security to a liquidation body, a custodian, or another institution for the purpose of immobilizing it.

Art. 5. The following bearer securities, which are recorded in securities accounts, are, as of 1 January 2008, automatically converted into dematerialized securities:
1° bearer securities referred to in Article 2, first paragraph, 1°, second and third dashes; 2° (securities referred to in Article 2, first paragraph, 1°, first dash, which are admitted to trading on a regulated market;) <L 2007-04-25/38, art. 86, 002; Enforcement: 18-05-2007> (3° if they are not covered by points 1° and 2° above, bearer securities of a Belgian collective investment scheme.) <L 2007-04-25/38, art. 86, 002; Enforcement: 18-05-2007> These securities are, as they are recorded in securities accounts from 1 January 2008, also automatically converted into dematerialized securities. No fees may be charged, directly or indirectly, to the account holder due to the automatic conversion.

Art. 6.<L 2007-04-25/38, art. 87, 002; Enforcement: 18-05-2007> Belgian companies whose securities referred to in Article 2, first paragraph, 1°, first dash, are admitted to trading on a regulated market, as well as Belgian collective investment schemes, must amend their articles of association or, where applicable, their management regulations before 31 December 2007 to bring them into compliance with this law. The amended articles of association must in particular provide that securities within the meaning of Article 2, first paragraph, 1°, first dash, which are admitted to trading on a regulated market, which are bearer securities, already issued and recorded in securities accounts, exist in dematerialized form. If the issuer is a Belgian collective investment scheme, the amended articles of association or management regulations must provide that all securities which are bearer securities, already issued and recorded in securities accounts, exist in dematerialized form. In addition, the concerned Belgian companies and collective investment schemes must take, before 31 December 2007, the necessary measures with a liquidation body or, where applicable, an approved account keeper in case of application of Article 475ter of the Companies Code, in order to comply respectively with the requirement of Article 468, fourth paragraph, or Article 475ter, second paragraph, of the Companies Code. The concerned Belgian company or collective investment scheme publishes without delay a notice indicating the liquidation body or bodies or, where applicable, the approved account keeper or keepers in case of application of Article 475ter of the Companies Code, chosen by it for each category of securities, unless, regarding the choice of liquidation bodies, the King has designated only one liquidation body for a certain category of securities. The notice must be published in the Moniteur belge, in two national circulation press organs, one in French and one in Dutch, and, where applicable, on the website of the company or collective investment scheme and filed with the clerk's office of the [1 Enterprise Court]1 within whose territorial jurisdiction the company or collective investment scheme has its registered office. ---------- (1)<L 2018-04-15/14, art. 252, 006; Enforcement: 01-11-2018>

Art. 7.<L 2007-04-25/38, art. 88, 002; Enforcement: 18-05-2007> § 1. [1 Bearer securities that have not been converted in accordance with Article 5 must be converted into registered securities or dematerialized securities, no later than 31 December 2013, within the limits of the statutory provisions and the legal and regulatory framework of the issuance.]1 § 2. The conversion into registered securities is requested from the issuer. The request is admissible only if accompanied by the deposit with the issuer of the securities for which conversion is requested. Conversion is effected by entering the securities in the registers prescribed by or pursuant to the law. The entry in the registers is made within five working days of the request. § 3. Without prejudice to Article 6, Belgian companies wishing to issue dematerialized securities adapt their articles of association. The adapted articles of association must in particular provide a conversion date from which securities, within the meaning of Article 2, first paragraph, 1°, first dash, which are bearer securities, already issued and recorded in securities accounts, exist in dematerialized form. Without prejudice to Article 5, conversion into dematerialized securities is effected automatically by entering the securities into an account following their deposit by their holder with an approved account keeper or the designated liquidation body, from the conversion date mentioned in the articles of association. In addition, the concerned companies must take, before the conversion date mentioned in the articles of association, the necessary measures with a liquidation body or an approved account keeper in order to comply with the requirement of respectively Article 468, fourth paragraph, or Article 475ter, second paragraph, of the Companies Code. The concerned company publishes without delay a notice indicating the conversion date as well as the liquidation body or bodies or the approved account keeper or keepers in case of application of Article 475ter of the Companies Code chosen by it for each category of securities, unless, regarding the choice of liquidation bodies, the King has designated only one liquidation body for a certain category of securities. The notice must be published in the Moniteur belge, [1 ...]1 and, where applicable, on the company's website and filed with the clerk's office of the [2 Enterprise Court]2 within whose territorial jurisdiction the company has its registered office. In the absence of mention of
the conversion date in this notice or in the articles of association, this date will be the same as the date of publication of the notice in the Moniteur belge. The approved account keeper must, as soon as possible after receipt, deposit the bearer securities with the competent liquidation body, except in the cases referred to in Article 475ter of the Companies Code and Article 17 of the coordinated Royal Decree No. 62. The approved account keeper must, as soon as possible after receipt, transmit to the issuer the bearer securities it receives pursuant to Article 475ter of the Companies Code to allow the registration provided for in Article 475ter, second paragraph, of the Companies Code. The liquidation body must, as soon as possible after receipt, transmit the bearer securities to the issuer to allow the registration provided for in Article 468, fourth paragraph, of the Companies Code. ---------- (1)<L 2013-12-21/28, art. 4, 004; Enforcement: 10-01-2014> (2)<L 2018-04-15/14, art. 252, 006; Enforcement: 01-11-2018>

Art. 8. <L 2007-04-25/38, art. 89, 002; Enforcement: 18-05-2007> The King may designate an institution which will be responsible, according to the modalities he determines, for maintaining a database containing relevant information relating to issuers in the context of the application of this law, in particular its Articles 6 and 7.

Art. 9.(Upon expiration of the period provided for in Article 7, bearer securities that have not been converted in accordance with Article 5 or Article 7, § 2 or 3, are automatically converted into dematerialized securities and are recorded in securities accounts in the name of the issuer. However, if the issuer's articles of association do not permit the issuance of dematerialized securities or if the issuer has not taken the necessary measures with a liquidation body or an approved account keeper in case of application of Article 475ter of the Companies Code, the bearer securities for which conversion into dematerialized securities has not been organized are automatically converted into registered securities.) <L 2007-04-25/38, art. 90, 002; Enforcement: 18-05-2007> (second paragraph repealed) <L 2007-04-25/38, art. 90, 002; Enforcement: 18-05-2007> Until the holder comes forward and obtains the registration of the securities in his name, the converted securities are registered in the name of the issuer of the securities. [1 Opposed securities are entered in the register of registered securities, in the name of the issuer under a separate heading until the opposition is extinguished. This entry does not constitute a disposition act as referred to in Article 16 of the Law of 24 July 1921 relating to the involuntary dispossession of bearer securities.]1 The costs of opening and maintaining the account are borne by the issuer. The registration of the securities in the name of the issuer, made in execution of this article, does not confer upon him the status of owner. [1 No seizure, sequestration or blocking of a securities account opened in the name of the issuer or of a registered entry made in the name of the issuer in execution of this article is authorized.]1 ---------- (1)<L 2013-12-21/28, art. 5, 004; Enforcement: 10-01-2014>

Art. 10.The exercise of any right attached to a bearer security for which conversion has not been requested in accordance with the provisions of this law is suspended until a person who has validly established their status as holder requests and obtains that the securities be registered in their name in the register of registered securities or on a securities account held by the issuer, an approved account keeper or a liquidation body [1 and this even after the deposit of unsold securities with the Caisse in accordance with Article 11, § 4, of this law.]1. ---------- (1)<L 2013-12-21/28, art. 6, 004; Enforcement: 10-01-2014>

Art. 10
§ 1. [1] From January 1, 2015, securities admitted to trading on a regulated market, the holder of which has not identified themselves by the date of sale, are sold by the issuer on a regulated market.
This sale takes place following prior publication in the Belgian Monitor and on the website of the market operator exploiting the activity of the regulated market on which the securities will be sold, of a notice containing the text of this paragraph and inviting the holder to assert their rights to the securities. The sale may not take place until the expiration of a one-month period following the publication of the notice and is initiated within three months thereafter. The issuer may charge against the proceeds of the sale the expenses it had to incur due to the keeping and management of securities registered in its name in a securities account by application of Article 9 and due to the automatic conversion of securities issued by it. The issuer may become the purchaser of the securities put up for sale. With regard to shares, profit-sharing parts, or certificates relating thereto, it respects the conditions provided for in Article 620 of the Companies Code, with the exception of the condition referred to in Article 620, § 1, first paragraph, 2°, of the Companies Code, which may be derogated from for the application of this paragraph. If the conditions of Article 620 of the Companies Code are not met, the repurchase may be carried out by the issuer exclusively with a view to the immediate destruction of the repurchased securities. In the latter case, the issuer respects the conditions provided for in Article 621 of the Companies Code. The sums resulting from the sale, after deduction of the expenses referred to in paragraph 3, are deposited with the Caisse des Dépôts et Consignations until a person who has validly established their status as holder requests their return. The Caisse des Dépôts et Consignations is only responsible for the return of these sums to the extent that it has received them from the issuer in execution of this paragraph. The interest accrued on these sums belongs to the Caisse des Dépôts et Consignations from the moment of their deposit with it. The King may fix the procedures for the sale, deposit, and returns provided for in this paragraph.[1]

§ 2. [1] From January 1, 2015, securities that are not admitted to trading on a regulated market, the holder of which has not identified themselves by the date of sale, are sold by the issuer in a public auction.
This sale takes place following prior publication in the Belgian Monitor and on the website of a market operator exploiting the public sales market on which the securities will be sold, of a notice containing the text of this paragraph and inviting the holder to assert their rights to the security. The sale may not take place until the expiration of a one-month period following the publication of the notice and is initiated within 3 months thereafter. The issuer may charge against the proceeds of the sale the expenses it had to incur due to the keeping and management of securities registered in its name in a securities account by application of Article 9 and due to the automatic conversion of securities issued by it. The issuer may become the purchaser of the securities put up for sale. With regard to shares, profit-sharing parts, or certificates relating thereto, it respects the conditions provided for in Article 620 of the Companies Code, with the exception of the condition referred to in Article 620, § 1, first paragraph, 2°, of the Companies Code, which may be derogated from for the application of this paragraph. If the conditions of Article 620 of the Companies Code are not met, the repurchase may be carried out by the issuer exclusively with a view to the immediate destruction of the repurchased securities. In the latter case, the issuer respects the conditions provided for in Article 621 of the Companies Code. The sums resulting from the sale, after deduction of the charge referred to in paragraph 3, are deposited with the Caisse des Dépôts et Consignations until a person who has validly established their status as holder requests their return. The Caisse des Dépôts et Consignations is only responsible for the return of these sums to the extent that it has received them from the issuer in execution of this paragraph. The interest accrued on these sums belongs to the Caisse des Dépôts et Consignations from the moment of their deposit with it. The King may fix the procedures for the sale, deposit, and returns provided for in this paragraph.[1]

§ 3. [1] The person requesting the return of the sums resulting from the sale referred to in §§ 1 and 2 or of the securities deposited and registered in the name of the Caisse des Dépôts et Consignations in accordance with § 4 provides the Caisse des Dépôts et Consignations with the securities in their paper form.[1]

[1] Only written proof is admitted to attest to previous securities operations.
Any other mode of proof of the status as holder is left to the discretion of the issuer, who assumes sole responsibility for the decision on any potential return.
The King determines the procedures for communication between the issuer and the Caisse.
The person requesting the return is liable for a fine calculated per year of delay from January 1, 2016.
The amount of this fine is, per year of delay, equal to 10% of the sum or the counter-value of the securities that are the subject of the restitution request.[1]

Any started year is considered as full for the calculation of the amount of the fine.
The King fixes, by an order deliberated in the Council of Ministers, the procedures for calculating the counter-value of the securities deposited in accordance with § 4, the amount of fees to be charged to the claiming holder, and the procedures for collecting the fine referred to in this article.

§ 4. [1] Securities that are not sold in accordance with this article by November 30, 2015, are deposited by the issuer with the Caisse des Dépôts et Consignations in registered form until a person who has validly established their status as holder requests their return. The King may fix the procedures for this deposit. The Caisse des Dépôts et Consignations is only responsible for the return of these securities to the extent that they have been deposited with it by the issuer in execution of this paragraph in accordance with the procedures provided. The same applies to sums resulting from the sales referred to in Article 11, §§ 1 and 2, or intended for the repayment of matured securities and which pass through an account opened in the name of the issuer.[1]

[1] § 5. The issuer has the commissioner or, failing that, an external approved accountant, an external external accountant, or an external auditor confirm that the provisions referred to in this article have been respected.
This confirmation is sent to the management body of the issuer, which communicates it, electronically, to the Caisse des Dépôts et Consignations. It is also subject to a specific mention in the annexes to the annual accounts for the year 2015.
This paragraph does not apply to the State.
The statute of limitations for the right to repayment of matured securities is suspended in the same way.[1]

(1) L 2013-12-21/28, art. 7, 004; En vigueur : 10-01-2014

Art. 11/1. [1] For the sole and unique purpose of complying with the obligations imposed by this law, the securities manager of the Caisse des Dépôts et Consignations and the authorized credit institutions, mandated by this manager, are authorized to use the identification number in the National Register of Physical Persons to identify the beneficiaries and repay them.[1]

(1) Inserted by L 2015-12-18/17, art. 66, 005; En vigueur : 08-01-2016

Art. 12/1. § 1. Upon the collection of this fine, the Caisse des Dépôts et Consignations communicates to public authorities the data it possesses relating to the owner who requested the return of the sums resulting from the sale referred to in Article 11.
§ 2. The King, by Royal Order deliberated in the Council of Ministers, designates the public authorities referred to in paragraph 1 and fixes the procedures according to which the communication to the public authorities must take place.

Art. 12/1. [1] § 1. On January 1, 2026, the sums resulting from the sales referred to in Article 11, §§ 1 and 2, deposited with the Caisse des Dépôts et Consignations and which have not been the subject of a restitution request, are attributed to the State.
§ 2. [2] Securities registered with the Caisse des Dépôts et Consignations pursuant to Article 11, § 4, and which have not been the subject of a restitution request by their holder by December 31, 2025, may be repurchased by the issuer. With regard to shares, profit-sharing parts, or certificates relating thereto, it respects the conditions provided for in Article 7:215 of the Companies and Associations Code. If the conditions of Article 7:215 of the Companies and Associations Code are not met, the repurchase may be carried out by the issuer exclusively with a view to the immediate destruction of the repurchased securities. In the latter case, the issuer respects the conditions provided for in Article 7:216 of the Companies and Associations Code[2]. When the issuer manifests to the Caisse des Dépôts et Consignations, by December 31, 2025 at the latest and in writing, its intention to repurchase the securities, the State invites the issuer to make an offer within a period of 15 days from the date of sending the invitation at a minimum price established by the King. If the repurchase offer satisfies the conditions of this article, the State will accept it within a period of 15 days from the date of receipt of the offer. The proceeds from the sale of the securities to the issuer are attributed to the State. Failing repurchase by the issuer, the securities are attributed to the State. The suspension of the exercise of rights attached to the securities provided for in Article 10 ends at the moment of the transfer of ownership of the securities to the State or to the issuer. The issuer ensures the transfer to the State of ownership of the securities attributed to the State by an entry in the name of the State in the issuer's register of registered securities. § 3. From the moment it becomes the owner of the securities, the State may sell them, either on a regulated or unregulated market, or by private treaty, subject to compliance with statutory or contractual clauses limiting the free transferability of the securities.[1]

(1) Inserted by L 2013-12-21/28, art. 8, 004; En vigueur : 10-01-2014 (2) AR 2025-11-24/08, art. 8, 007; En vigueur : 18-12-2025

Art. 13. § 1. The King may modify and/or repeal all or part of the laws containing provisions relating to bearer securities to ensure their consistency with this law.
§ 2. In matters of debt of the Federal State, the King is authorized to:
1° modify laws and conventions subject to Belgian law constituting loan agreements that are represented, in whole or in part, by bearer securities in order to allow the dematerialization of these loans, by December 31, 2012 or December 31, 2013, as the case may be; 2° establish exceptions to the provisions of Article 3, § 1, if:
a) the particular issuance conditions of the loan make the elimination of bearer securities representing it technically impossible; or b) the loans are exclusively issued abroad or under the regime of foreign law.
§ 3. Other public law issuers take, where applicable, all necessary measures to comply with the law.

Art. 14. [1] The violation of Articles 3, 4, 6, and 11 and the procedures for the deposit of sums resulting from the sale of securities and the deposit of unsold securities with the Caisse des Dépôts et Consignations fixed by the King in execution of Article 11 is sanctioned by a fine of 200 to 100,000 euros.[1] The provisions of Book I of the Penal Code, without exception of Chapter VII and Article 85, apply to offenses punishable under this provision.

(1) L 2013-12-21/28, art. 9, 004; En vigueur : 10-01-2014

CHAPTER III. - Modifications of the Companies Code.

Art. 15. Article 453, first paragraph, 5°, of the Companies Code, is replaced by the following provision:
" 5° the form of securities provided for in Article 460 as well as the provisions relating to their conversion insofar as they differ from those fixed by law; ".

Art. 16. § 1. At Article 460 of the same Code, the following modifications are made:
1° the second paragraph is replaced as follows:
" These securities are registered or dematerialized. "; 2° the article is completed by the following paragraph:
" Obligations issued exclusively abroad or subject to foreign law may, however, take the form of individual or collective bearer securities. ".

Art. 17. Article 462 of the same Code is replaced by the following provision:
" Art. 462. Owners of bearer or dematerialized securities may, at any time, request their conversion, at their expense, into registered securities. "

Art. 18. At Article 463 of the same Code, the following modifications are made:
1° the following paragraph is inserted between paragraphs 1 and 2:
" The general meeting of shareholders may decide that the register is kept in electronic form. The King may determine the conditions that the electronic register must satisfy. "; 2° the second paragraph, 3°, former, now paragraph 3, 3°, is replaced by the following provision:
" 3° transfers or transmissions with their date and the conversion of registered shares into dematerialized shares, if the statutes so authorize; "; 3° the third paragraph, 4°, former, now paragraph 4, 4°, is replaced by the following provision:
" 4° transfers or transmissions with their date and the conversion of registered profit-sharing parts into dematerialized parts, if the statutes so authorize. ".

Art. 19. At Article 466 of the same Code, the following modifications are made:
1° the article is completed by a sixth paragraph, drafted as follows:
" Paragraphs 2 and 3 do not apply to collective securities taking the form of global certificates deposited with a clearing organization pending the printing of the bearer securities they represent. The number of bearer securities represented by these certificates must be determined or determinable. " 2° From January 1, 2014, paragraphs 2 and 4 are repealed and the sixth paragraph is replaced by the following provision:
" Paragraph 2 does not apply to collective bond securities taking the form of global certificates deposited with a clearing organization pending the printing of the bearer securities they represent. The number of bearer securities represented by these certificates must be determined or determinable. ".

Art. 20. At Article 468 of the same Code, the following modifications are made:
1° the first paragraph is replaced by the following paragraph:
" The dematerialized security is represented by an account entry, in the name of its owner or holder, with a clearing organization or an approved account keeper. " 2° the third paragraph of the same Code is replaced by the following paragraph:
" The King designates by category of securities the clearing organizations responsible for ensuring the keeping of dematerialized securities and the settlement of transactions on such securities. It approves account keepers in Belgium individually or generally by category of establishments, based on their activity. " 3° the article is completed by the following paragraphs:
" The Banking, Financial and Insurance Commission is responsible for controlling compliance, by approved account keepers, with the rules provided for by or pursuant to this Section. For the exercise of this control, for the imposition of administrative sanctions and for taking other measures regarding approved account keepers, the Banking, Financial and Insurance Commission:
1° uses, regarding credit institutions, the powers attributed to it by the law of March 22, 1993 on the status and control of credit institutions; 2° uses, regarding investment firms, the powers attributed to it by the law of April 6, 1995 on the status of investment firms and their control, intermediaries and placement advisors; 3° uses, regarding clearing and settlement organizations, the powers attributed to it by the law of August 2, 2002 on the supervision of the financial sector and financial services. The corresponding provisions penalizing the violation of the aforementioned provisions apply. ".

Art. 21. An Article 475bis, drafted as follows, is inserted at the end of Book VIII, Title III, Chapter II, Section III of the same Code:
" Art. 475bis. Articles 2279 and 2280 of the Civil Code apply to the dematerialized securities referred to in this section. ".

Art. 22. An Article 475ter, drafted as follows, is inserted in the same Section of the same Code:
" Art. 475ter. Except for securities listed on a regulated market, the provisions of this Section apply to dematerialized securities, provided that the holder of a securities account has given their consent and without the account keeper being required to deposit them with the clearing organization. The account keeper registers in its name in the register of registered securities the dematerialized securities in circulation at any time, by issuance. The total outstanding amount of an issuance of dematerialized securities of an issuer may only be registered in the registered register in the name of a single account keeper. The registration of securities in an account confers in this case a right of co-ownership, of an incorporeal nature, on the universality of securities of the same issuance registered in the name of the account keeper in the register of registered securities. "

Art. 23. At Article 478 of the same Code, the following modifications are made:
1° § 1 is completed as follows:
" Collective shares taking the form of global certificates deposited with a clearing organization pending the printing of the bearer shares they represent must not bear a serial number and the numbers of the bearer shares represented by these certificates must not follow each other. "; 2° paragraphs 1 to 3 of § 1 are repealed; 3° in § 2, the words " bearer " are removed.

Art. 24. Article 486 of the same Code is completed by the following paragraph:
" Collective obligations taking the form of global certificates deposited with a clearing organization pending the printing of the bearer obligations they represent must not bear a serial number and the numbers of the bearer obligations represented by these certificates must not follow each other. "

Art. 25. At Article 503, § 1, of the same Code, the following modifications are made:
1° the second sentence of the first paragraph is replaced by the following provision: " These certificates may take the form of registered or dematerialized securities. "; 2° the third sentence of the first paragraph is removed; 3° in the third sentence of the third paragraph, the words " bearer securities " are replaced by the words " dematerialized securities ".

Art. 26. At Article 504 of the same Code, the following modifications are made:
1° the first paragraph is replaced as follows:
" The transfer of registered securities is effected by a transfer declaration registered in the register relating to these securities, dated and signed by the transferor and the transferee or by their authorized representatives.
If the register is kept in electronic form, the transfer declaration may take the electronic form and be accompanied by an advanced electronic signature based on a qualified certificate attesting to the identity of the transferor and the transferee and designed using a secure electronic signature creation device, in compliance with applicable legislation. The company may accept and register in the register a transfer that would be evidenced by correspondence or other documents establishing the agreement of the transferor and the transferee. " 2° the second paragraph of the same Code is repealed.

Art. 27. At Article 508, first paragraph, of the same Code, the third and fourth sentences are removed.

Art. 28. Article 510, first paragraph, of the same Code is replaced by the following provision:
"The articles of association, authentic instruments for the issuance of convertible bonds or subscription rights, and all other agreements may limit the transferability inter vivos or the transmission upon death of registered shares or dematerialized shares, subscription rights, or all other instruments entitling the holder to acquire shares, including convertible bonds, bonds with subscription rights, or bonds redeemable in shares."

Art. 29. The following modifications are made to Article 513 of the same Code:
1° in § 1, second paragraph, the second sentence is deleted; 2° in § 2, second paragraph, the second sentence is replaced by the following provision:
"Dematerialized securities for which the owner has indicated that he refuses to dispose of them are converted by operation of law into registered securities and are entered in the register of registered securities by the issuer."
3° in § 2, the third paragraph is repealed.

Art. 30.
<Abrogated by L 2010-12-20/17, art. 37, 003; In force: 01-01-2012. Transitional provision: art. 38>

Art. 31. In Article 571, second paragraph, of the same Code, the words "either by the deposit of bearer bonds," are deleted.

Art. 32. Article 651, 1° and 2°, of the same Code is repealed.

CHAPTER IV. - Various amendments.

Art. 33. § 1. Article 2, first paragraph, of Royal Decree No. 62 consolidated is replaced by the following provision:
"The National Bank of Belgium, the central depository and its affiliates may receive in deposit, under the benefit of the provisions of this Royal Decree, all financial instruments referred to in Article 2, 1° of the aforementioned law of 2 August 2002, whether they are materialized or dematerialized, bearer, order, or registered securities, of Belgian or foreign law, regardless of the form in which these securities are issued according to the law governing them."

Art. 34. The same Royal Decree is supplemented by an Article 19, drafted as follows:
"Art. 19. Articles 2279 and 2280 of the Civil Code apply to financial instruments held under the regime of the same Royal Decree."

Art. 35. Article 1 of the Law of 2 January 1991 relating to the market for public debt securities and monetary policy instruments, modified by the Law of 15 July 1998, is replaced by the following provision:
"Art. 1. The debt of the State, the Communities, the Regions, the provinces, the municipalities, other public bodies, public establishments, bodies of public interest, and the National Bank of Belgium, as well as other persons whom the King assimilates, for the application of this law, to the aforementioned public sector persons, is represented by:
1° registered entries in a debt ledger of the issuer; 2° dematerialized securities which are exclusively registered in accounts; 3° individual or collective bearer securities, provided that they are exclusively issued abroad or subject to foreign law.
The issuance decree or the loan agreement determines the form or forms of the securities representing the debt.
If the issuance decree or the loan agreement specifically provides for the form of dematerialized securities, the securities of the loan may only be registered in accounts and transferred from account to account in that form."

Art. 36. An Article 13bis, drafted as follows, is inserted in Title I, Chapter 1, of the same law:
"Articles 2279 and 2280 of the Civil Code apply to dematerialized securities of public debt."

Art. 37. Without prejudice to the provisions of this law, bearer securities of public debt that are in circulation on the date of entry into force of this article retain their full value and validity.

Art. 38. Article 1, § 1, third paragraph, of the Law of 22 July 1991 relating to commercial paper and certificates of deposit, modified by the Law of 4 April 1995, is replaced by the following provision:
"Commercial paper and certificates of deposit represent a claim. They are created for a fixed duration and take the form of registered securities or dematerialized securities which are exclusively registered in accounts."

Art. 39. In Article 7, § 1, of the same law, modified by the Law of 15 July 1995, the words "Article 12, second paragraph" are replaced by the words "Article 13bis".

Art. 40. Article 7 of the Law of 22 February 1998 fixing the organic statute of the National Bank of Belgium is supplemented by the following paragraph:
"Article 8 of the Law of 15 December 2004 relating to financial collateral and containing various fiscal provisions regarding agreements constituting real security and loans involving financial instruments applies to claims that the Bank takes as pledge to cover its credit operations."

Art. 41. Articles 19 and 35 of the Law of 15 July 1998 modifying various legal provisions regarding financial instruments and clearing systems for securities are repealed.

Art. 42. Article 8, § 3, of the Law of 28 April 1999 aiming to transpose Directive 98/26/EC of 19 May 1998 concerning the finality of settlement in payment and securities settlement systems is replaced as follows:
"§ 3. A security within the meaning of this article is any pledge, any repurchase or transfer of ownership transaction as collateral, or any other form of analogous guarantee or special privilege affecting realizable assets (including money and claims), organized by Belgian law or by foreign law, in favor of participants or concluded in favor of a central bank of a Member State of the European Union or of the European Central Bank for their central bank operations with a counterparty."

CHAPTER IV. - Entry into force.

Art. 43. Articles 1 to 15, 17, 18, 1°, 19, 1°, 20 to 22, 23, 1°, 24, 26, 1°, 32, 33, 34, § 2, 36, 39 to 42, enter into force on the day of the publication of this law in the Belgian Monitor.
Articles 16, 18, 2° and 3°, 19, 2°, 23, 2° and 3°, 25, 26, 2°, 27 to 31, and 38 enter into force on 1 January 2014.
The King determines the entry into force date of Articles 35 and 37.
(NOTE: Entry into force of art. 35 set to 01-01-2014, by RD 2007-04-26/88, art. 24) (NOTE: Entry into force of art. 37 set to 01-01-2008, by RD 2007-04-26/88, art. 24)

Parliamentary proceedings

Chamber of Representatives: Doc 51 1974/ (2004/2005) 001: Bill. 002: Amendments. 003: Report. 004: Text corrected by the Commission. 005: Text adopted in plenary session and transmitted to the Senate. See also: Full transcript: 17 November 2005. Senate: 3-1435/1 Bill not discussed by the Senate.

Signatures

Let us promulgate this law, order that it be stamped with the seal of the State and published by the Belgian Monitor.
ALBERT
By the King:
The Minister of Justice,
Ms L. ONKELINX
The Minister of Finance,
D. REYNDERS
Sealed with the seal of the State:
The Minister of Justice,
Ms L. ONKELINX.

Preamble

ALBERT II, King of the Belgians,
To all, present and future, Greetings.
The Chambers have adopted and We sanction what follows:

List of amendments

Royal Decree of 24-11-2025 published on 08-12-2025
Article modified: 12/1
Law of 15-04-2018 published on 27-04-2018
Articles modified:
3; 6; 7
Law of 18-12-2015 published on 29-12-2015
Article modified: 11/1
Law of 21-12-2013 published on 31-12-2013
Articles modified:
2; 7; 9; 10; 11; 12/1; 14
Law of 20-12-2010 published on 18-04-2011
Article modified: 30
Law of 25-04-2007 published on 08-05-2007
Articles modified:
2; 5; 6; 7; 8; 9

Links

https://www.ejustice.just.fgov.be/eli/loi/2005/12/14/2005009962/justel Image of the official publication Consolidated PDF version

External link

Council of State

Law of 14 December 2005 abolishing bearer securities