Act of 20 July 2022 on the legal status and supervision of stockbroking firms and containing various other provisions

Title

2022015582

20 JULY 2022. - Act on the status and control of stockbroking firms and containing various other provisions (NOTE: Consultation of versions prior to 26-09-2022 and updated to 24-12-2025)

Source: Finances

Publication: 26 September 2022

Number: 2022015582

page: 69956

File number: 2022-07-20/40

Entry into force: 6 October 2022

This text modifies the following texts:

1851121651 1851121650 2017013368 1998003158 2016011092 2018040307 2014003194 2018030643 2019A40586

3 archived versions

11 implementing decrees

TITLE 1st. - Scope of application
Art. 1-2
TITLE II. - Definitions
Art. 3
BOOK II. - ON BELGIAN LAW STOCKBROKING FIRMS TITLE I. - On access to the activity CHAPTER I. - The authorization Section I. - Obligation of authorization Art. 4 Section II. - Procedure Art. 5-10 CHAPTER II. - On the conditions for authorization Section I. - Generalities Art. 11 Section II. - Corporate form Art. 12 Section III. - Initial capital Art. 13 Section IV. - Shareholders Art. 14 Section V. - Managers Art. 15-16 Section VI. - Organization Sub-section I. - General principles Art. 17-18 Sub-section II. - Corporate bodies Art. 19-22, 22/1 Sub-section III. - Establishment of committees within the legal administrative body Art. 23-30 Sub-section IV. - Independent operational control functions Art. 31-36 Sub-section V. - Specific organization related to the provision of investment services, the marketing of structured deposits and the provision of advice to clients on such products Art. 37-40 Sub-section IV. - Provisions applicable to large stockbroking firms Art. 41 Section VII. - Central administration Art. 42 Section VII. - Investor protection Art. 43 TITLE II. - On the conditions for exercising the activity CHAPTER I. - Generalities Art. 44 CHAPTER II. - On changes in the capital structure Art. 45-54 CHAPTER III. - On the general conditions of operation Section I. - On minimum own funds Art. 55 Section II. - On management and managers Sub-section I. - On control and evaluation by the legal administrative body Art. 56-58 Sub-section II. - On measures to be taken by persons participating in effective management, including the management committee if applicable Art. 59-60 Sub-section III. - Appointments, resignations and exercise of external functions Art. 61-64 Sub-section IV. - Provisions applicable to large stockbroking firms Art. 65 Section III. - On risk management Sub-section I. - On risk treatment Art. 66-67 Sub-section II. - On the management of risks related to the provision of investment services Art. 68-72 Section IV. - On the use of outsourcing Art. 73 Section V. - On remuneration policy and its implementation Sub-section I. - Principles Art. 74-77 Sub-section II. - On stockbroking firms that have received exceptional financial support from public authorities Art. 78 Sub-section III. - Provisions applicable to large stockbroking firms Art. 79 Section VI. - On operations subject to limitations or prohibitions, the holding of client assets and payments subject to nullity Sub-section I. - Operations subject to limitations or prohibitions Art. 80-81 Sub-section
II. - On the holding of client assets Art. 82 Sub-section III. - On operations with group entities, with managers and related persons Art. 83-84 Sub-section IV. - On the use of intermediaries in banking services and investment services and tied agents Art. 85 Section VII. - On the communication of information on the situation of the stockbroking firm Art. 86-87 Section VII. - On transparency in engagement policy Art. 88-89 CHAPTER IV. - On the modification of prudential requirements Art. 90-92 CHAPTER V. - On the modification of the business program and specific operations Section I. - On the modification of the business program Art. 93-94 Section II. - On strategic decisions, investment decisions and mergers and acquisitions between stockbroking firms Art. 95-96 Section III. - On the opening or acquisition of subsidiaries abroad Art. 97 Section IV. - On the exercise of activities abroad Sub-section I. - On the opening of branches abroad Art. 98-102 Sub-section II. - Exercise of the free provision of investment services abroad Art. 103-105 Sub-section III. [1 - Provision of services on crypto-assets abroad]1 Art. 105/1 CHAPTER VI. - On regulatory standards and obligations Section I. - Prospective management of own funds and liquidity Art. 106 Section II. - Regulatory power of the Bank Art. 107 Section III. - Provisions applicable to large stockbroking firms Art. 108 CHAPTER VII. - On periodic information and accounting rules Art. 109-110 CHAPTER VIII. - Recovery plans Section I. - Establishment of recovery plans Art. 111-116 Section II. - Evaluation of recovery plans Art. 117-119 TITLE III. - Control of stockbroking firms CHAPTER I. - Control exercised by the Bank and by the FSMA Art. 120-129 CHAPTER II. - Prudential supervision process Section I. - Prudential control program Art. 130 Section II. - Prudential control and evaluation procedure Art. 131-134 Section III. - Examination of internal approaches and methods Art. 135-136 Section IV. - Stress tests Art. 137 Section V. - Prudential measures Art. 138-151 Section VI. - Provisions applicable to large stockbroking firms Art. 152 CHAPTER III. - Control of activities exercised in another Member State Section I. - Definitions Art. 153 Section II. - Control of activities Art. 154 Section III. - Exceptional measures Art. 155 Section IV. - Cooperation Art. 156 Section V. - On-site control Art. 157 Section VI. - Provisions applicable to large stockbroking firms Art. 158 CHAPTER IV. - Group supervision Section I. - Definitions Art.
159 Section II. - Consolidated control of stockbroking firms that are part of a credit institution group Art. 160-161 Section III. - Consolidated control and control of compliance with the group capitalization test of stockbroking firms that are part of an investment firm group Sub-section I. - Scope of application Art. 162-164 Sub-section II. - Measures aimed at facilitating consolidated control or control of compliance with the group capitalization test Art. 165-170 Sub-section III. - Other cases of application Art. 171-172 Sub-section IV. - Parent undertakings, in particular investment holding companies and mixed financial holding companies Art. 173-182 Sub-section V. - Supervisory measures Art. 183-188 Sub-section VI. - Parent companies from third countries Art. 189-191 Section IV. - Supplementary supervision of conglomerates Art. 192 Section V. - Provisions applicable to large stockbroking firms Art. 193 CHAPTER V. - On audit control Art. 194-199 TITLE IV. - On the end of authorization CHAPTER I. - Withdrawal of authorization Art. 200 CHAPTER II. - Referral to the insolvency court Art. 201 TITLE V. - On recovery measures CHAPTER I. - On binding measures Art. 202 CHAPTER II. - On the implementation of the recovery plan Art. 203 CHAPTER III. - On exceptional recovery measures Art. 204-207 CHAPTER IV. - Publication and information Art. 208 BOOK III. - ON FOREIGN LAW STOCKBROKING FIRMS TITLE I. - Preliminary provision Art. 209 TITLE II. - On branches in Belgium of stockbroking firms subject to the law of another Member State Art. 210 CHAPTER I. - On access to the activity in Belgium Art. 211 CHAPTER II. - On the exercise of the activity Art. 212 CHAPTER III. - Periodic information and accounting rules Art. 213-214 CHAPTER IV. - On the control of branches Section I. - The Bank in its capacity as home Member State authority Art. 215-217 Section II. - On significant branches Art. 218 Section III. - On on-site control Art. 219-221 CHAPTER V. - On exceptional measures Art. 222-223 CHAPTER VI. - On branches in Belgium of foreign stockbroking firms not subject to Directive 2014/65/EU Art. 224 TITLE III. - On branches in Belgium of stockbroking firms from third countries CHAPTER I. - Preliminary provision Art. 225 CHAPTER II. - On access to the activity in Belgium Art. 226 CHAPTER III. - On the exercise of the activity Art. 227-228 CHAPTER IV. - On control Art. 229-233 CHAPTER V. - Withdrawal, exceptional measures, sanctions Art. 234 BOOK IV. - ON PENALTIES AND OTHER COERCIVE MEASURES Art. 235-237 BOOK
V. - ON SANCTIONS TITLE I. - On administrative fines Art. 238 TITLE II. - On criminal sanctions Art. 239-243 BOOK VI. - RULES OF PRIVATE INTERNATIONAL LAW ON RECOVERY MEASURES AND LIQUIDATION PROCEDURES TITLE I. - On recovery measures CHAPTER I. - Competence rule and reception of foreign measures Art. 244-246 CHAPTER II. - Consultation and information Art. 247-249 CHAPTER III. - On branches of stockbroking firms subject to the law of third countries Art. 250 TITLE II. - On liquidation procedures CHAPTER I. - Competence rule and reception of foreign procedures Art. 251-252 CHAPTER II. - Procedures relating to Belgian law stockbroking firms Section I. - Consultation and information Art. 253-256 Section II. - Procedural elements - Applicable law Art. 257-258 Section III. - Withdrawal of authorization Art. 259 TITLE III. - On rules common to recovery measures and liquidation procedures CHAPTER I. - On voluntary liquidation or following judicial dissolution Art. 260 CHAPTER II. - On exceptions or tempering to the application of Belgian law as the law of the procedure Art. 261-266 CHAPTER III. - On recovery commissioners and liquidators Section I. - Reception of foreign measures and procedures Art. 267-268 Section II. - On Belgian recovery commissioners and liquidators Art. 269 TITLE IV. - Supplementary provision Art. 270 BOOK VII. - ASPECTS OF SUBSTANTIVE LAW OF LIQUIDATION PROCEDURES Art. 271-273 BOOK VIII. - ON THE INVESTOR PROTECTION SYSTEM Art. 274-278 BOOK IX. - VARIOUS, FINAL, MODIFICATIVE, TRANSITIONAL AND REPEALING PROVISIONS TITLE I. - Various provision Art. 279 TITLE II. - Final provision Art. 280 TITLE III. - Modificative provisions CHAPTER I. - Modifications of the mortgage law of 16 December 1851 Art. 281 CHAPTER II. - Modifications of the law of 22 February 1998 fixing the organic status of the National Bank of Belgium Art. 282-291 CHAPTER III. - Modifications of the law of 25 April 2014 on the status and control of credit institutions and stockbroking firms Art. 292-356 CHAPTER IV. - Modifications of the law of 13 March 2016 on the status and control of insurance or reinsurance undertakings Art. 357-377 CHAPTER V. - Modifications of the law of 18 September 2017 on the prevention of money laundering and terrorist financing and on the limitation of the use of cash Art. 378-384 CHAPTER VI. - Modifications of the law of 11 March 2018 on the status and control of payment institutions and electronic money institutions, on access to the activity of payment service providers, and on the activity of electronic money issuance, and on access to payment systems
Art. 385-419 CHAPTER VII. - Modifications of the law of 11 July 2018 on public offers of transferable securities and on the admission of transferable securities to trading on regulated markets Art. 420-421 CHAPTER VIII. - Modifications of the Code of companies and associations Art. 422 TITLE IV. - Transitional provision Art. 423-424 TITLE V. - Repealing provision Art. 425 BOOK X. - ENTRY INTO FORCE Art. 426-427 ANNEX. Art. N

Text

TITLE 1st. - Scope of application

Article 1st. § 1st. This law, including its Annex, regulates a matter referred to in Article 74 of the Constitution.
§ 2. This law aims to regulate, with the goal of protecting investors and the solidity and proper functioning of the financial system, the establishment, activity and control of investment firms having the status of stockbroking firms, operating in Belgium.
§ 3. This law, including the Annex, ensures the partial transposition, limited to investment firms having the status of stockbroking firms,

of Directive 2019/2034;
of Directive 2011/89/EU;
of Directive 2014/59/EU;
of Directive 2014/65/EU;
of Directive 97/9/EC.
§ 4. This law may be cited under the title "Act on the status and control of stockbroking firms".

Art. 2. Stockbroking firms are defined as Belgian law or foreign law investment firms that exercise and/or provide in particular one of the investment services or one of the investment activities referred to in Article 3, 2°, 3), 6), 7), 8) or 9) and/or one of the auxiliary services referred to in Article 3, 3°, 1), 2), 4) or 6), provided that none of the conditions of Article 1st, § 3, paragraph 1, 2°, b) of the law of 25 April 2014 are met.

TITLE II. - Definitions

Art. 3. For the application of this Act and the decrees and regulations issued to implement it, the following terms shall be understood as:

1° investment firm, an investment firm within the meaning of Article 3, § 1 of the Act of 25 October 2016;

2° investment services and activities, the following services and activities relating to financial instruments:

reception and transmission of orders concerning one or more financial instruments, including bringing together two or more investors thereby enabling transactions to be carried out between those investors;
execution of orders on behalf of clients;
dealing on own account;
portfolio management;
investment advice;
underwriting of financial instruments and/or placing of financial instruments with a firm commitment;
placing of financial instruments without a firm commitment;
operation of a multilateral trading facility (MTF);
operation of an organised trading facility (OTF).

3° auxiliary services, the following services:

safekeeping and administration of financial instruments for the account of clients, including custody services and related services, such as cash/collateral management, excluding centralised securities depositary services at the highest level;
granting of credit or loans to an investor to enable him to carry out a transaction in one or more financial instruments, in which the entity granting the credit or loan is involved;
advice to undertakings on capital structure, industrial strategy and related questions; advice and services regarding mergers and acquisitions;
foreign exchange services when these services are linked to the provision of investment services;
investment research and financial analysis or any other form of general recommendation concerning transactions in financial instruments;
services related to underwriting;
those of the aforementioned investment services and activities and auxiliary services that concern the underlying market of the derivative instruments referred to in Article 2, paragraph 1, 1°, e), f), g) and j) of the Act of 2 August 2002, when they are linked to the provision of investment services or auxiliary services;

4° small-sized brokerage firm, a brokerage firm referred to in Article 23;

5° significant-sized brokerage firm, a brokerage firm that:

meets the conditions set out in Article 1, paragraph 2, points a) or b) of Regulation 2019/2033;
is subject to a decision by the Bank pursuant to Article 91 of this Act or Article 1, paragraph 5 of Regulation 2019/2033; or
is subject to a decision by the competent authority of the Member State where the brokerage firm is authorised pursuant to the legislation of that Member State adopted to transpose Article 5 of Directive 2019/2034 or pursuant to Article 1, paragraph 5 of Regulation 2019/2033.

6° Directive 2019/2034, Directive 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the prudential supervision of investment firms and amending Directives 2002/87/EC, 2009/65/EC, 2011/61/EU, 2013/36/EU, 2014/59/EU and 2014/65/EU;

7° Regulation 2019/2033, Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements applicable to investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014;

8° Directive 2013/36/EU, Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC;

9° Regulation No 575/2013, Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and amending Regulation (EU) No 648/2012;

10° Directive 97/9/EC, Directive 97/9/EC of the European Parliament and of the Council of 3 March 1997 on investor-compensation schemes;

11° Directive 2011/89/EU, the Directive of the European Parliament and of the Council of 16 November 2011 amending Directives 98/78/EC, 2002/87/EC, 2006/48/EC and 2009/138/EC as regards the supplementary supervision of financial entities in financial conglomerates;

12° Directive 2014/59/EU, the Directive of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and certain investment firms, amending Council Directive 82/891/EEC and the Directives of the European Parliament and of the Council 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU and the Regulations of the European Parliament and of the Council (EU) No 1093/2010 and (EU) No 648/2012;

13° Directive 2014/65/EU, the Directive of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments amending Directive 2002/92/EC and Directive 2011/61/EU;

14° Directive 2015/849/EU, Directive 2015/849/EU of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, amending Regulation (EU) No 648/2012 of the European Parliament and of the Council and repealing Directive 2005/60/EC of the European Parliament and of the Council and Commission Directive 2006/70/EC;

15° Regulation No 1092/2010, Regulation (EU) No 1092/2010 of the European Parliament and of the Council of 24 November 2010 on macro-prudential oversight of the financial system in the Union and establishing a European Systemic Risk Board;

16° Regulation No 1093/2010, Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Banking Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/78/EC;

17° Regulation No 648/2012, Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories;

18° Regulation No 537/2014, Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC;

19° Regulation No 600/2014, Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012;

20° Regulation No 806/2014, Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund and amending Regulation (EU) No 1093/2010;

21° Regulation 2015/2365, Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on the transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;

22° Regulation 2017/565, Delegated Regulation (EU) 2017/565 of the Commission of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council with regard to organisational requirements and operating conditions for investment firms and the definition of certain terms for the purposes of that Directive;

23° Regulation 2017/2402, Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012;

[1 23° /1 Regulation 2022/2554: Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014, (EU) No 909/2014 and (EU) 2016/1011;]1

[2 23° /2 'Regulation 2023/1114': Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, and amending Regulations (EU) No 1093/2010 and (EU) No 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937;]2

24° Act of 22 February 1998, the Act of 22 February 1998 laying down the organic statute of the National Bank of Belgium;

25° Act of 2 August 2002, the Act of 2 August 2002 on the supervision of the financial sector and financial services;

26° Act of 25 April 2014, the Act of 25 April 2014 on the status and control of credit institutions;

27° Act of 25 October 2016, the Act of 25 October 2016 on access to the activity of providing investment services and on the status and control of portfolio management companies and investment advisory firms;

28° Act of 18 September 2017, the Act of 18 September 2017 on the prevention of money laundering and terrorist financing and on limiting the use of cash;

29° Act of 21 November 2017, the Act of 21 November 2017 on financial market infrastructures and transposing Directive 2014/65/EU;

30° the National Bank of Belgium, the body referred to in the Act of 22 February 1998, hereinafter referred to as 'the Bank';

31° the Financial Services and Markets Authority, the body referred to in Article 44 of the Act of 2 August 2002, hereinafter referred to as 'the FSMA';

32° authority serving as contact point for Belgium, the FSMA acting as the competent authority designated as contact point pursuant to Article 79, paragraph 1 of Directive 2014/65/EU;

33° competent authority, a public authority or an organism officially recognised by national law of a Member State pursuant to Directive 2019/2034/EU or Directive 2014/65/EU, which is empowered under that national law to supervise investment firms within the framework of that State's supervisory system;

34° third-country authority, an authority responsible for the supervision of investment firms within a third country;

35° European Banking Authority, the European Banking Authority established by Regulation No 1093/2010, hereinafter also 'EBA';

36° European Securities and Markets Authority, the European Securities and Markets Authority established by Regulation No 1095/2010 of the European Parliament and of the Council of 24 November 2010 instituting a European Supervisory Authority (European Securities and Markets Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/77/EC;

37° ESRB, the European Systemic Risk Board created by Regulation (EU) No 1092/2010;

38° Single Resolution Board, the Board established by Article 42 of Regulation No 806/2014;

39° Member State, a State party to the Agreement on the European Economic Area (EEA);

40° third country, a State that is not a party to the Agreement on the European Economic Area;

41° credit institution, an undertaking referred to in Article 1, § 3, paragraph 1 of the Act of 25 April 2014;

42° insurance undertaking, an undertaking referred to in Article 5, paragraph 1, 1°, of the Act of 13 March 2016 on the status and control of insurance or reinsurance undertakings;

43° reinsurance undertaking, an undertaking referred to in Article 5, paragraph 1, 2° of the Act of 13 March 2016 on the status and control of insurance or reinsurance undertakings;

44° collective investment undertaking, a collective investment undertaking within the meaning of Article 3, 1° of the Act of 3 August 2012 on collective investment undertakings meeting the conditions of Directive 2009/65/EC and debt claim investment undertakings;

45° management company of collective investment undertakings, a management company of collective investment undertakings within the meaning of Article 3, 12° of the Act of 3 August 2012 on collective investment undertakings meeting the conditions of Directive 2009/65/EC and debt claim investment undertakings;

46° alternative investment funds or 'AIFs', collective investment undertakings, including their investment compartments, a) which raise capital from a number of investors in order to invest it in accordance with a defined investment policy for the benefit of those investors; and b) which do not meet the conditions of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS);

47° alternative investment fund manager, an alternative investment fund manager within the meaning of Article 3, 13° of the Act of 19 April 2014 on alternative investment funds and their managers, hereinafter also 'AIFM';

48° regulated entity, a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, a management company of collective investment undertakings, an alternative investment fund manager;

49° financial instruments, the instruments referred to in Article 2, paragraph 1, 1°, of the Act of 2 August 2002;

50° dealing on own account, the act of negotiating one or more financial instruments by committing own capital with a view to concluding transactions;

51° multilateral trading facility (MTF), a multilateral system, operated by a brokerage firm, a credit institution or a market operator, which brings together multiple buying and selling interests expressed by third parties in financial instruments in a way that results in a contract in accordance with the provisions of Chapter II of Title II of the Act of 21 November 2017;

52° organised trading facility (OTF), a multilateral system, other than a regulated market or an MTF, within which multiple buying and selling interests expressed by third parties in bonds, structured finance products, emission allowances or derivative instruments can interact in a way that results in a contract in accordance with the provisions of Chapter II of Title II of the Act of 21 November 2017;

53° regulated market, a regulated market within the meaning of Article 3, 7°, of the Act of 21 November 2017;

54° commodity dealer and emission allowance trader, an undertaking whose main activity consists exclusively of providing investment services or exercising investment activities relating to commodity derivatives or contracts for difference on commodities referred to in points e), f), g), i) and j) of Article 2, paragraph 1, 1° of the Act of 2 August 2002 or emission allowance derivatives referred to in point d) of that article or emission allowances referred to in point k) of that article;

55° derivative instruments, derivative instruments as defined in Article 2, paragraph 1, point 29), of Regulation No 600/2014;

56° structured deposit, a deposit within the meaning of Article 2, 62°, of the Act of 25 October 2016;

57° financial contracts, the following contracts and agreements:
a) securities contracts, including:
1° contracts for the purchase, sale or lending of a security or a group or index of securities; 2° options on a security or on a group or index of securities; 3° repurchase or reverse repurchase transactions on such a security, such a group or such an index; b) commodity contracts, including:
1° contracts for the purchase, sale or lending of a commodity or a group or index of commodities for delivery at a later date; 2° options on a commodity or on a group or index of commodities; 3° repurchase or reverse repurchase transactions on such a commodity, such a group or such an index; c) futures contracts, including contracts (other than a commodity contract) for the purchase, sale or transfer at a later date of a commodity or goods of any other nature, a service, a right or a guarantee for a specified price; d) swap agreements, notably 1° swaps and options relating to interest rates, spot or other agreements on currencies, currency swaps, equity indices or equities, debt indices or debts, commodity indices or commodities, climate, emissions or inflation; 2° total return swaps, credit spread swaps and credit swaps; 3° any agreement or transaction similar to an agreement referred to in point 1° or 2° that is subject to recurring operations on the swaps or derivatives markets; e) interbank lending agreements with a maturity of three months or less; f) master agreements relating to all types of contracts and agreements referred to in points a) to e);

58° systematic internaliser, a brokerage firm exercising the activity defined in Article 3, 29°, of the Act of 21 November 2017;

59° algorithmic trading, algorithmic trading within the meaning of Article 2, 59°, of the Act of 25 October 2016;

60° direct electronic access, direct electronic access within the meaning of Article 2, 61°, of the Act of 25 October 2016;

61° systemic risk, a risk of disruption to the financial system capable of having serious negative repercussions on the financial system and the real economy;

62° executive member of the legal administrative body, a member of the legal administrative body who participates in the effective management of the company. In particular, the member of the legal administrative body who is a member of the management committee, who participates in effective management or who has been delegated daily management within the meaning of Articles 6:67, paragraph 2 or 7:121, paragraph 2 of the Companies and Associations Code is an executive member;

63° person participating in effective management, an executive member of the legal administrative body, a member of the management committee or a person whose function is located at a hierarchical level immediately below, provided that in this capacity this executive member exercises direct and decisive influence on the management of all or part of the company's activities, including branch managers established in the EEA by a Belgian brokerage firm;

64° independent administrator or independent member of the legal administrative body, persons who meet the criteria defined by the European Banking Authority, where appropriate jointly with the European Securities and Markets Authority, and the following criteria:
a) during a period of five years preceding their appointment, have not held a position as executive member of the administrative body, or a position as member of the board of directors or management committee or delegate for daily management, neither with the brokerage firm nor with a company or person linked to it within the meaning of Article 1:20 of the Companies and Associations Code; b) have not sat on the administrative body as a non-executive member for more than three successive mandates, provided that this period cannot exceed twelve years; c) during a period of three years preceding their appointment, have not been part of the senior management, within the meaning of Article 19, 2°, of the Act of 20 September 1948 on the organisation of the economy, the brokerage firm or a company or person linked to it within the meaning of Article 1:20 of the Companies and Associations Code; d) do not receive, nor have received, remuneration or another significant pecuniary advantage from the brokerage firm or a company or person linked to it within the meaning of Article 1:20 of the Companies and Associations Code, outside of fees and honoraria possibly received as a non-executive member of the administrative body or member of the supervisory body; e) i) do not hold any share rights representing one-tenth or more of the share capital, equity, shares or class of shares or voting rights of the brokerage firm; ii) if they hold share rights representing a fraction less than 10%:

by adding the share rights with those held in the same brokerage firm by companies over which the administrator concerned has control, these share rights cannot reach one-tenth of the share capital, equity, voting rights, shares or class of shares of the brokerage firm; or
acts of disposal relating to these shares or the exercise of rights attached thereto cannot be subject to contractual stipulations or unilateral commitments to which the concerned member of the legal administrative body has subscribed;
iii) do not represent in any manner a shareholder falling within the conditions of this point; f) do not maintain, nor have maintained during the last financial year, a significant business relationship with the brokerage firm or a company or person linked to it within the meaning of Article 1:20 of the Companies and Associations Code, either directly or as partner, shareholder, member of the administrative body or member of senior management, within the meaning of Article 19, 2°, of the Act of 20 September 1948 on the organisation of the economy, a company or person maintaining such a relationship;

g) not having been, during the three preceding years, an associate or employee of the auditor, current or previous, of the stockbroking firm or of a company or person linked to it within the meaning of Article 1:20 of the Code of Companies and Associations;

h) not being an executive member of the administrative body of another company in which an executive member of the administrative body of the stockbroking firm sits as a non-executive member of the administrative body or member of the supervisory body, nor having other significant links with the executive members of the administrative body of the stockbroking firm due to functions held in other companies or bodies;

i) not having, neither within the stockbroking firm nor within a company or person linked to it within the meaning of Article 1:20 of the Code of Companies and Associations, a spouse or legal cohabitant, nor parents or relatives up to the second degree exercising a mandate as a member of the administrative body, member of the management board, member of the executive committee, delegate for daily management or member of senior management, within the meaning of Article 19, 2°, of the Law of 20 September 1948 on the organization of the economy, or falling into any of the other cases defined in points a) to h).

The appointment decision shall state the grounds on which the status of independent director is granted. The King, as well as the statutes, may provide for additional or stricter criteria.

By way of duly justified derogation and subject to a contrary assessment by the Bank, which verifies the soundness of this justification, a stockbroking firm may derogate from the criteria referred to in the first paragraph;

65° gender-neutral remuneration policy, a remuneration policy based on the principle of equal pay for equal work or work of equal value, regardless of gender;

66° exceptional public financial support, any State aid, within the meaning of Article 107(1) of the Treaty on the Functioning of the European Union, granted to a stockbroking firm with the aim of preserving or restoring the viability, liquidity or solvency of that stockbroking firm;

67° strategic decision,

a decision taken by a stockbroking firm or by an entity under its control, provided that such a decision is of considerable importance and is likely to have a broader impact on the company, insofar as different functions of the company would be affected or called into question as a result of such a decision, concerning any investment, divestment, participation or strategic cooperation relationship of the company, in particular a decision to acquire or establish another company, to set up a joint venture, to establish itself in another State, to conclude cooperation agreements, to contribute or acquire a business unit, to merge or split, or insofar as it leads to the initial admission to trading of securities representing capital on a trading platform. The Bank, by means of a regulation adopted pursuant to Article 12bis, § 2 of the Law of 22 February 1998, may specify which decisions are to be considered as strategic within the meaning of this provision, taking into account in particular the risk profile and the nature of the activities of the companies, or, where applicable, the groups to which they belong. It publishes these specifications;
any type of decision producing similar effects in the stockbroking firm, taken by a shareholder exercising control over the company;

68° independent control functions, the internal audit function, the compliance function or the risk management function referred to in Article 31;

69° critical functions, the activities, services or operations of a stockbroking firm whose interruption is likely, in Belgium or in one or more other Member States, to cause disruptions to services essential to the real economy or to disrupt financial stability, due to the size, market share, internal and external interdependence, complexity or cross-border activities of the stockbroking firm or the group of which it is part, particular attention being paid to the substitutability of these activities, services or operations;

70° the concepts of control, participation, participation link, parent undertaking, subsidiary, consortium and linked undertaking, the meaning given to them by the Code of Companies and Associations, these concepts also including the situations covered by said Code with associations when the legal nature of the association allows it;

71° close links,

a) a situation in which there is a participation link;

b) a situation in which companies are linked undertakings; or

c) a relationship of the same nature as under points a) and b) above between a natural person and a legal person;

72° qualified participation, the direct or indirect holding of at least 10% of the capital of a company or of the voting rights attached to the securities issued by that company, or any other possibility of exercising significant influence over the management of the company in which a participation is held; the calculation of voting rights shall be made in accordance with the provisions of the Law of 2 May 2007 on the publicity of major participations, as well as those of its implementing decrees; no account shall be taken of voting rights or shares held as a result of the firm commitment of financial instruments and/or the placement of financial instruments with a firm commitment, provided that, on the one hand, these rights are not exercised or used otherwise to intervene in the management of the issuer and that, on the other hand, they are disposed of within a period of one year after their acquisition;

73° related persons, spouses, partners who, under their national law, are considered as the equivalent of a spouse and parents in the first degree;

74° regulatory capital requirements, the capital requirements provided for in Article 11 of Regulation 2019/2033 or, where applicable, in Article 92 of Regulation No 575/2013;

75° Common Equity Tier 1 capital, Additional Tier 1 capital and Tier 2 capital, the regulatory capital components provided for respectively in Part Two, Title I, Chapters 2, 3 and 4 of Regulation No 575/2013;

76° financial system stability, a situation in which the probability of discontinuity or disruption of the functioning of the financial system is low or, if such disruptions were to occur, their consequences on the economy would be limited;

77° Guarantee Fund, the Guarantee Fund for Financial Services created by Article 3 of the Royal Decree of 14 November 2008 implementing the anti-crisis measures provided for in the Law of 22 February 1998 laying down the organic status of the National Bank of Belgium, as regards the creation of the Guarantee Fund for Financial Services;

78° business day, a day that is neither a Saturday, nor a Sunday, nor a legal holiday;

79° branch, a place of business other than the head office which constitutes a part without legal personality of a stockbroking firm and which provides investment services and/or exercises investment activities and ancillary services for which this stockbroking firm has obtained authorization; all places of business established in the same State by a stockbroking firm having its registered office in another State are considered as a single branch;

80° significant branch, a branch considered to have significant importance in a Member State in accordance with Article 51(1) of Directive 2013/36/EU;

81° linked agent, a linked agent within the meaning of Article 2, 25° of the Law of 25 October 2016;

82° third-party intermediary, an intermediary referred to in Article 69, § 2, second paragraph, with which a stockbroking firm deposits client assets;

83° recovery plan, a plan drawn up by a stockbroking firm referred to in Article 13, § 2 in accordance with Article 108;

84° group recovery plan, a plan drawn up in accordance with Article 425 of the Law of 25 April 2014 or a plan within the meaning of Article 7 of Directive 2014/59/EU drawn up by a parent undertaking in the EEA;

85° resolution authority, the Bank or the Single Resolution Board, according to the distribution of competences provided for by or pursuant to Regulation (EU) No 806/2014;

86° resolvability, the possibility for a resolution authority to resolve the failure of a stockbroking firm, a group referred to in Article 423, 12° of the Law of 25 April 2014, or an entity referred to in Article 424 of the Law of 25 April 2014;

87° resolution, the application of a resolution instrument with a view to achieving one or more of the objectives set out in Article 243 of the Law of 25 April 2014;

88° remedial measures, measures intended to preserve or restore the financial situation of a stockbroking firm and capable of affecting the pre-existing rights of third parties. For stockbroking firms referred to in Book II, these measures correspond to:

a) resolution instruments and resolution powers related thereto referred to in Book II, Title VIII of the Law of 25 April 2014;

b) the appointment of a special commissioner referred to in Article 204, § 1, 1°;

c) the suspension or prohibition of all or part of the activities, referred to in Article 204 § 1, 4°;

89° remedial authorities, the administrative or judicial authorities competent in matters of remedial measures. For stockbroking firms referred to in Book II, these authorities are the resolution authority and the Bank as regards their respective competence in matters of remedial measures;

90° remedial commissioner, any person or body appointed by a remedial authority to manage remedial measures;

liquidation, the realization of the assets of a stockbroking firm in accordance with a liquidation procedure;
liquidation procedure, a collective procedure opened and controlled by administrative or judicial authorities with a view to the realization of the assets of a stockbroking firm under the supervision of these authorities. For stockbroking firms referred to in Book II, such a procedure corresponds to bankruptcy governed by Book XX of the Code of Economic Law;
liquidation authorities, the administrative or judicial authorities competent in matters of liquidation procedure. For stockbroking firms referred to in Book II, such an authority corresponds to the insolvency court as regards its competence in matters of bankruptcy;
liquidator, any person or body, including the curator, appointed by a liquidation authority to manage liquidation procedures;
insolvency court, the insolvency court referred to in Article I.22, 4°, of the Code of Economic Law;
make-whole repayment clause, a clause intended to protect investors by ensuring that, in the event of early repayment of a bond, the issuer is required to pay the investor holding the bond an amount equal to the sum of the net present value of the remaining coupon payments expected until the maturity date and the principal amount of the bond to be repaid;
financial company, the meaning given to it by the Law of 25 April 2014;
mixed financial holding company, a parent undertaking, other than a regulated undertaking, which is at the head of a financial conglomerate;
insurance holding company, an insurance holding company within the meaning of Article 338, 5° of the Law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings;
mixed insurance holding company, a mixed insurance holding company within the meaning of Article 338, 6° of the Law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings;
investment holding company, a financial institution, within the meaning of Article 159, § 2, 2°, the subsidiaries of which are exclusively or mainly investment undertakings or financial institutions, at least one of these subsidiaries being an investment undertaking, and which is not a financial company;
eligible central counterparty, an eligible central counterparty within the meaning of Article 4(1), point 88), of Regulation No 575/2013, hereinafter also referred to as "QCCP";
initial capital, the capital required for authorization as a stockbroking firm, the amount and type of which are specified in Article 13.

(1)<L 2025-03-25/05, art. 136, 003; En vigueur : 08-05-2025>

(2)<L 2025-12-11/13, art. 117, 004; En vigueur : 03-01-2026>

LIVRE II. - OF BELGIAN STOCKBROKING FIRMS

TITRE Ier. - On access to the activity

CHAPITRE Ier. - Authorization

Section Ire. - Obligation of authorization

Art. 4. Belgian stockbroking firms are required, before commencing their operations, to obtain authorization in accordance with Article 6 of the Law of 25 October 2016, regardless of the place where their activities are exercised.

Without prejudice to the specific requirements provided for in matters of capital, authorization as a stockbroking firm may cover all investment services, investment activities and ancillary services, referred to in Article 3, 2° and 3°.

No authorization as a stockbroking firm may be granted for the sole provision of ancillary services.

Section II. - Procedure

Art. 5. The application for authorization is submitted to the Bank, accompanied by an administrative file meeting the conditions set by the Bank and in which are indicated in particular:

1° the structure of the organization of the company and its close links with other persons; and

2° the program of activities, in particular:

a) the nature and volume of the envisaged operations;

b) the investment services and/or investment activities and ancillary services referred to in Article 3, 2° and 3°, and where applicable, the service referred to in Article 94, § 2 that the applicants intend to provide;

c) the categories of financial instruments on which these services and activities focus; and

d) where applicable, the data reporting services referred to in points 34 to 36 of Article 2 of Regulation No 600/2014 that the applicants intend to provide.

Applicants must provide any information necessary to assess their application.

The Bank sets the conditions referred to in the first paragraph taking into account the conditions that the FSMA imposes regarding the organization and procedures which it ensures control over in application of Article 45, § 1, first paragraph, 3° and § 2, of the Law of 2 August 2002.

Art. 6. The applicant also communicates to the Bank the identity of the natural or legal persons who, directly or indirectly, acting alone or in concert with others, hold in the capital of the stockbroking firm a qualified participation, conferring or not the right to vote. The communication must include an indication of the proportions of the capital and voting rights held by these persons.

In the absence of a qualified participation, the communication referred to in the first paragraph concerns the identity of the twenty main shareholders and their proportion in the capital.

Art. 7. The Bank consults the FSMA before ruling on the authorization application submitted by a company which is either the subsidiary of a portfolio management and investment advice company, an OPCA manager or a management company for collective investment schemes of Belgian law, or the subsidiary of the parent company of a portfolio management and investment advice company, an OPCA manager or a management company for collective investment schemes of Belgian law, or still controlled by the same natural or legal persons who control a portfolio management and investment advice company, an OPCA manager or a management company for collective investment schemes of Belgian law.

When the authorization is applied for by a company which is either the subsidiary of another investment undertaking, a credit institution, an insurance undertaking, a reinsurance undertaking, an OPCA manager or a management company for collective investment schemes, authorized in accordance with the law of another Member State, or the subsidiary of the parent company of another investment undertaking, a credit institution, an insurance undertaking, a reinsurance undertaking, an OPCA manager or a management company for collective investment schemes, authorized in accordance with the law of another Member State, or still controlled by the same natural or legal persons who control another investment undertaking, a credit institution, an insurance undertaking, a reinsurance undertaking, an OPCA manager or a management company for collective investment schemes, authorized in accordance with the law of another Member State, before ruling on the application, the Bank consults the competent authorities of these other Member States which control the credit institutions, insurance undertakings, reinsurance undertakings, investment undertakings, OPCA managers or management companies for collective investment schemes.

Likewise, the Bank consults in advance the authorities referred to in the first paragraph or in the second paragraph, for the purpose of assessing the qualities required of shareholders, directors and persons responsible for independent control functions in accordance with Articles 14, 15 and 31, when the shareholder is an undertaking respectively referred to in the first paragraph or in the second paragraph or when the person participating in the management of the stockbroking firm also participates in the management of one of the undertakings referred to in the first paragraph or in the second paragraph or of an undertaking belonging to the same group, or when the person responsible for an independent control function exercises such a function within the undertakings referred to in the first paragraph or in the second paragraph or within an undertaking belonging to the same group. The Bank consults with these authorities to ensure mutual communication of any information useful for the assessment of the qualities required of shareholders and persons participating in management as well as persons responsible for independent control functions referred to in this paragraph.

Art. 8. § 1. The Bank rules on the authorization application on the opinion of the FSMA regarding:

1° the adequacy of the organization of the stockbroking firm, in particular its integrity policy, as referred to, in particular, in Articles 17 to 40, 68, 71 and 72, from the angle of compliance with the rules referred to in Article 45, § 1, first paragraph, 3° and § 2, of the Law of 2 August 2002;

2° the professional honorability of the persons called upon to be members of the legal administrative body of the stockbroking firm, the persons called upon to participate in effective management, where applicable the members of the executive committee, as well as the persons called upon to be responsible for independent control functions, when these persons are proposed for the first time for such a function with an enterprise subject to the control of the Bank by application of Article 36/2 of the Law of 22 February 1998 or of the European Central Bank by application of the SSM Regulation.

The FSMA gives its opinion on the questions referred to in the first paragraph within a period of fourteen days from receipt of the file referred to in Article 5, which will have been transmitted to it by the Bank, and at the latest within the month of receipt of the request for opinion. The absence of an opinion within this period is considered as a positive opinion. However, before the expiration of the one-month period, the FSMA may inform the Bank that it will communicate its opinion at the latest within 15 days following the expiration of said period.

§ 2. If the Bank does not take into account the opinion of the FSMA on the questions referred to in paragraph 1, first paragraph, it states this and mentions the reasons in its decision regarding the authorization application. The aforementioned opinion of the FSMA relating to paragraph 1, first paragraph, 1° is attached to the notification of this decision.

Art. 9. The Bank authorizes stockbroking firms meeting the conditions set out in Chapter II. It rules on the authorization application within six months of the introduction of a complete file.

The authorization decision mentions the investment services and activities as well as the ancillary services that the stockbroking firm is authorized to provide.

With a view to sound and prudent management of the stockbroking firm, the Bank may limit the authorization of the stockbroking firm to certain services or activities or to certain categories of financial instruments, as well as it may attach conditions to the authorization regarding the provision of certain investment services or the exercise of certain investment activities or relating to certain financial instruments.

Decisions on authorization are notified to applicants within fifteen days by registered letter with acknowledgment of receipt.

Art. 10. When a stockbroking firm is authorized, the Bank makes available to the FSMA, in order to enable it to exercise the competences referred to in Article 45, § 1, 3° and § 2, of the Law of 2 August 2002, the information referred to in Article 5, as well as any modification made to this information.

CHAPITRE II. - Conditions for authorization

Section Ire. - General provisions

Art. 11. In addition to the conditions provided for by this Chapter, the Bank also takes into account the ability of the applicant company to meet the conditions for carrying on the activity referred to in Title II as well as to achieve its development objectives:
1° in a manner to ensure the sound, efficient and prudent management of the stockbroking firm; 2° under the conditions required by the proper functioning of the financial system, market integrity, investor protection and the taking into account of their interests.

Section II. - Corporate Form

Art. 12. Belgian stockbroking firms must be incorporated as one of the following corporate forms: the cooperative society, the public limited company, the European company or the European cooperative society, subject to compliance with the specific requirements provided for by this Act or by European regulation.

Section III. - Initial Capital

Art. 13. § 1. Approval is subject to the existence of a capital of at least 150,000 euros.
The capital must be fully paid up to the extent of the minimum amount fixed by the first paragraph.
§ 2. By way of exception to paragraph 1, stockbroking firms must have fully paid-up capital of at least 750,000 euros in order to carry out the following activities and/or services:
1° proprietary trading;
2° underwriting of financial instruments and/or placing of financial instruments with a firm commitment; 3° the operation of an organized trading facility (OTF) to the extent that the firm carries out, or is authorized to carry out, proprietary trading operations.
§ 3. In the case of the prior existence of the applicant company, issue premiums, reserves and retained earnings, excluding revaluation surpluses, are treated as capital for the application of paragraphs 1 or 2, as the case may be.
§ 4. By derogation from Article 6:4 and the provisions of Book 6, Title 6 of the Code of Companies and Associations, stockbroking firms incorporated as a cooperative society must be endowed with a capital whose fixed portion, provided for in the articles of association, may not be less, depending on the case, than the amount referred to in paragraphs 1 or 2, and which must be fully paid up to the extent of said amount, Article 7:6 of said Code being applicable by analogy. § 5. The initial capital of an investment firm is constituted in accordance with Article 9 of Regulation 2019/2033.

Section IV. - Shareholders

Art. 14. Approval shall be refused if the Bank has reason to consider that the natural or legal persons referred to in Article 6 do not possess the necessary qualities to ensure the sound and prudent management of the stockbroking firm.
The assessment of the necessary qualities to ensure the sound and prudent management of the stockbroking firm is carried out with regard to the following criteria:
a) the probity of the natural or legal persons referred to in Article 6; b) professional probity and expertise of any person referred to in Article 15 who will direct the activities of the stockbroking firm; c) the financial soundness of the natural or legal persons referred to in Article 6, with regard in particular to the type of activities carried out and envisaged within the stockbroking firm; d) the ability of the stockbroking firm to meet and continue to meet the prudential obligations arising from this Act and the regulations adopted in implementation thereof as well as from Regulation 2019/2033 or, where applicable, from Regulation No 575/2013, in particular the question of whether the group to which it belongs has a structure that allows for effective supervision, for the real exchange of information between competent authorities and for determining the allocation of responsibilities between competent authorities; e) the existence of reasonable grounds to suspect that an operation or an attempted operation of money laundering or terrorist financing is in progress or has been committed by the natural or legal persons referred to in Article 6 or that their quality as shareholders of the stockbroking firm could increase the risk.

Section V. - Management

Art. 15.§ 1. The members of the statutory administrative body of stockbroking firms, the persons participating in effective management, where applicable the members of the management committee, as well as the heads of independent control functions are exclusively natural persons.
The persons referred to in the first paragraph must permanently possess the necessary professional probity and adequate expertise to exercise their function. [1 In particular, these persons must demonstrate honesty, integrity and independence of mind which, as regards the members of the statutory administrative body, allow for the effective assessment and, if necessary, challenge of the decisions of effective management and to ensure effective supervision and follow-up of decisions taken in matters of management.]1 The Bank verifies in particular whether the requirements set out in the second paragraph are met when it has reasonable grounds to suspect that an operation or an attempt at money laundering or terrorist financing is in progress or has taken place or that the risk of such an operation or attempt could be reinforced in connection with the stockbroking firm concerned. § 2. The effective management of stockbroking firms must be entrusted to at least two natural persons. ---------- (1)<L 2023-12-20/08, art. 78, 002; En vigueur : 25-01-2024>

Art. 16. Article 20 of the Act of 25 April 2014 is applicable to the persons referred to in Article 15, § 1, first paragraph.

Section VI. - Organization

Sub-section I. - General Principles

Art. 17.§ 1. Every stockbroking firm must have a solid and adequate organizational structure, including monitoring measures, in order to ensure efficient and prudent management of the firm, based in particular on:
1° an adequate management structure based, at the highest level, on a clear distinction between the effective management of the firm on the one hand, and the control over such management on the other hand, and providing, within the firm, an adequate separation of functions and an allocation of responsibilities mechanism that is well-defined, transparent and coherent; 2° adequate administrative and accounting organization and internal control, involving in particular a control system providing a reasonable degree of certainty as to the reliability of the financial reporting process; 3° effective procedures for the identification, measurement, management, monitoring and internal reporting of the risks to which the firm may be exposed, including the prevention of conflicts of interest, and of the risks it may pose to third parties; 4° adequate independent internal audit, risk management and compliance functions; 5° an adequate integrity policy; 6° a remuneration policy ensuring sound and efficient risk management, preventing the taking of risks exceeding the level of tolerance set by the firm; 7° appropriate control and security mechanisms in the field of information technology appropriate to the firm's activities and sufficiently robust to guarantee [1 , in accordance with the requirements provided for by Regulation 2022/2554,]1 the security and authentication of transfer means of information, to minimize the risk of data corruption and unauthorized access and to prevent information leaks in order to maintain the confidentiality of data permanently; 8° an adequate internal alert system, in compliance with the legislation adopted to transpose Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law, providing in particular for a specific, independent and autonomous mode of transmission of breaches of standards and codes of conduct applicable to the firm; 9° [1 the implementation of adequate measures for the continuity of the provision of its investment services and the exercise of its activities, including the implementation and management of information and communication technology (ICT) systems in accordance with Article 7 of Regulation 2022/2554, in order to ensure the maintenance of critical functions or their restoration as quickly as possible as well as the resumption within a reasonable time of the provision of usual services and the exercise of normal activities]1. § 2. In particular, stockbroking firms are prohibited from setting up a particular mechanism. By "particular mechanism" is meant a process that cumulatively meets the following conditions:
1° its purpose or effect is to make possible or to facilitate tax fraud by third parties; 2° its initiative comes from the stockbroking firm itself or obviously implies the active cooperation of the stockbroking firm or, furthermore, results from obvious negligence on the part of the stockbroking firm; 3° it involves a set of behaviors or omissions; 4° it has a particular character, i.e. the stockbroking firm knows or should know that the mechanism deviates from normal standards and practices in financial operations. § 3. The stockbroking firm promotes the interest of its clients and market integrity. Paragraph 1 is applicable for this purpose. § 4. The organizational arrangements referred to in paragraph 1 are exhaustive and appropriate to the nature, scale and complexity of the risks inherent in the firm's business model and activities. § 5. Each stockbroking firm draws up a governance memorandum which includes, for the firm concerned and, where applicable, the group or sub-group of which it is the parent undertaking, the entire internal organizational structure referred to in paragraph 1 and referred to in Articles 37 to 40. If the stockbroking firm is part of a group subject to the supervision of the Bank, the memorandum drawn up at the level of the stockbroking firm may be part of the memorandum of that group. § 6. The provisions of Sub-sections II to V, Articles 74 to 77 and the Annex to this Act specify, in specific areas, the scope of the general obligations referred to in paragraphs 1 and 4. ---------- (1)<L 2025-03-25/05, art. 137, 003; En vigueur : 08-05-2025>

Art. 18. If there are close links between the stockbroking firm and other natural or legal persons, or if the stockbroking firm is part of a group, these links or the legal structure of the group may not hinder the exercise of individual or consolidated prudential supervision of the firm.
If the stockbroking firm has close links with a natural or legal person subject to the law of a third country, the legislative, regulatory and administrative provisions applicable to that person or their implementation may not hinder the exercise of individual or consolidated prudential supervision of the firm.

Sub-section II. - Corporate Bodies

Art. 19. The statutory administrative body is a collegial body. In this regard, the stockbroking firm cannot apply Article 7:101, § 1, second paragraph of the Code of Companies and Associations. The statutory administrative body assumes overall responsibility for the stockbroking firm.
To this end, the statutory administrative body defines, and supervises, in particular:
1° the strategy and objectives of the firm;
2° the risk policy, including the level of risk tolerance referred to in Article 57; 3° the organization of the firm for the provision of investment services, the exercise of investment activities, the provision of ancillary services, the marketing of structured deposits and the provision of advice to clients on such products, including the organizational arrangements referred to in Article 37, § 1, second paragraph, as well as the skills, knowledge and expertise required of staff, resources, procedures and mechanisms with or according to which the firm provides these services and exercises these activities; 4° the integrity policy referred to in Article 17, § 1, 5°. The statutory administrative body approves the governance memorandum of the stockbroking firm referred to in Article 17, § 5.

Art. 20. § 1. The statutory administrative body comprises a majority of directors who are not executive members within the meaning of Article 3, 62°.
Without prejudice to Article 22, a person participating in effective management, where applicable a member of the management committee, may not exercise the function of chairman of the statutory administrative body.
Daily management, when provided for by the Code of Companies and Associations for the corporate form concerned, may not be entrusted to a non-executive member of the statutory administrative body.
§ 2. Paragraph 1 is not applicable to small-sized stockbroking firms.

Art. 21. § 1. When it deems it necessary with regard to the size or internal organization of the firm or the nature, scale and complexity of its activities, the Bank may require:
1° a stockbroking firm incorporated as a public limited company to set up, within the board of directors, a collegial body, called the "management committee", to which all the powers of the management board referred to in Article 7:110 of the Code of Companies and Associations are transferred, without prejudice to the provisions of this Act; 2° a stockbroking firm incorporated in a form other than that of a public limited company to set up, within the statutory administrative body, a collegial body, called the "management committee", to which all the management and administrative powers of the statutory administrative body are transferred, excluding the determination of general policy, acts reserved for the statutory administrative body by the Code of Companies and Associations or by this Act. § 2. A stockbroking firm may set up a management committee referred to in paragraph 1 on a voluntary basis. The stockbroking firm intending to set up a management committee communicates its intention to the Bank in advance. The Bank may oppose the establishment of such a committee within 30 working days. Stockbroking firms provide for the establishment of a management committee in application of this paragraph in their articles of association. § 3. The powers transferred to the management committee in application of paragraph 1 or 2 may not be exercised concurrently by the statutory administrative body. § 4. Without prejudice to Article 22, the management committee referred to in this article is exclusively composed of members of the statutory administrative body. § 5. Without prejudice to the provisions provided for by this Act or by directly applicable European Union law standards, the legal status of the members of the management committee referred to in this article meets the requirements provided for the members of the management board referred to in Article 7:107 of the Code of Companies and Associations, in particular the second paragraph of said Article 7:107. § 6. The stockbroking firm cannot apply Article 7:104 of the Code of Companies and Associations.

Art. 22. The Bank may, depending on the size and risk profile of a stockbroking firm, authorize it to derogate, in whole or in part, from the obligations provided for by Articles 20 and 21.
The derogation may in particular concern:
1° the composition of the management committee, by authorizing persons who are not members of the statutory administrative body to be members; in this case, Articles 15, 16 and 61 as well as 16 to 20 of the Annex to this Act are applicable to them; 2° a cumulation of the functions of member of the management committee and chairman of the statutory administrative body.

Art. 22/1. [1 The composition of the statutory administrative body and the management committee, or in the absence of such a committee, of effective management, ensures that they collectively possess the knowledge, skills and experience necessary to understand all the activities of the stockbroking firm, including the main risks to which it is exposed.]1 ---------- (1)<Inséré par L 2023-12-20/08, art. 79, 002; En vigueur : 25-01-2024>

Sub-section III. - Establishment of committees within the statutory administrative body

Art. 23. § 1. By "small-sized stockbroking firm" is meant a stockbroking firm whose value of on-balance sheet and off-balance sheet assets is, on average, less than or equal to 100 million euros over the four-year period immediately preceding the current financial year.
§ 2. In addition, the Bank may decide that a stockbroking firm not meeting the criteria provided for in paragraph 1 but meeting the following conditions is a small-sized stockbroking firm due in particular to the nature and scale of its activities, its internal organization and, where applicable, the characteristics of the group to which it belongs:
1° the firm is not one of the three largest Belgian investment firms in terms of total value of their assets; 2° the firm is not subject to obligations or is subject to simplified obligations regarding the planning of recovery and resolution measures in accordance with Article 4 of Directive 2014/59/EU; 3° the size of the on-balance sheet and off-balance sheet trading portfolio is less than or equal to 150 million euros; 4° the volume of on-balance sheet and off-balance sheet derivatives activities is less than or equal to 100 million euros; and 5° the value of on-balance sheet and off-balance sheet assets is, on average, less than or equal to 300 million euros over the four-year period immediately preceding the current financial year.

Art. 24. § 1. Without prejudice to the missions of the statutory administrative body, stockbroking firms establish, within this body, a risk committee and a remuneration committee.
§ 2. In addition to the obligation provided for in paragraph 1, when a stockbroking firm presents, in the opinion of the Bank, significant importance with regard to its size, its internal organization or the nature, scale and complexity of its activities, the Bank may require the stockbroking firm to also establish, within its statutory administrative body, an audit committee and a nomination committee, or:

a single committee that performs the tasks assigned to the committees referred to in Articles 26 and 27; and/or
a single committee that performs the tasks assigned to the committees referred to in Articles 28 and 29.
§ 3. The committees referred to in this article are exclusively composed of members of the statutory administrative body who are not executive members within the meaning of Article 3, 62° and of whom at least one member is independent within the meaning of Article 3, 64°, a member not being able to sit on more than three of the committees. § 4. The Bank may, with regard to stockbroking firms that are subsidiaries or sub-subsidiaries of a mixed financial holding company, an insurance holding company, a financial company, a credit institution, an insurance undertaking, a reinsurance undertaking, another investment firm, a management company for collective investment undertakings or a management company for alternative investment funds, grant, in whole or in part, derogations from the provisions of this Sub-section and set specific conditions for the granting of these derogations, provided that one or more of the committees referred to in Articles 26 to 29 have been established within the groups or sub-groups concerned, the attributions of which extend to the stockbroking firm concerned, and meeting the requirements of this Act. Among the specific conditions referred to in the first paragraph, the Bank may impose that the statutory administrative body of the firm concerned includes at least one independent member within the meaning of Article 3, 64°.

Art. 25. § 1. By way of exception to Article 24, small-sized stockbroking firms are exempt from establishing the committees referred to therein.
§ 2. If, in application of paragraph 1, the committees referred to in Article 24 are not established, or if the Bank does not apply Article 24, § 2 to impose the establishment of the committees referred to therein, the functions attributed to these committees must then be exercised by the statutory administrative body as a whole. When, following a derogation granted in application of Article 22, the chairman of the statutory administrative body is an executive member, he does not preside over the statutory administrative body when it acts to perform the tasks assigned to the committees referred to in Article 24.

Art. 26. § 1er. In addition to the requirements provided for in Article 24, the members of the audit committee possess collective expertise in the field of activities of the concerned stockbroking firm and in accounting and audit, and at least one member of the audit committee is competent in accounting and/or audit.

§ 2. The audit committee is at least responsible for the tasks provided for by Article 7:99, § 4 of the Code of Companies and Associations.

The audit committee regularly reports to the legal administrative body on the exercise of its tasks, at least when the latter draws up the annual and consolidated accounts and the periodic statements referred to in Article 109, respectively transmitted by the stockbroking firm at the end of the financial year and at the end of the first half-year.

The Bank may, by means of regulations adopted in accordance with Article 12bis, § 2 of the Law of 22 February 1998, specify and complete the elements referred to in this paragraph.

§ 3. The auditor is responsible for the tasks set out in Article 7:99, § 7 of the Code of Companies and Associations.

Art. 27. § 1er. The members of the risk committee individually possess the knowledge, skills, experience, and aptitudes necessary to enable them to understand and assess the strategy and the risk tolerance level of the firm.

§ 2. The risk committee advises the legal administrative body on aspects concerning the strategy and the risk tolerance level, both current and future. It assists the legal administrative body when the latter supervises the implementation of this strategy by persons participating in effective management, possibly by members of the management committee.

The risk committee ensures that the prices of assets and liabilities and categories of off-balance sheet products offered to clients take into account the risks borne by the firm with regard to its business model and its risk strategy, including risks, in particular reputational risks, likely to result from the types of products offered to clients. It presents an action plan to the legal administrative body when this is not the case.

§ 3. Without prejudice to the information referred to in Article 59, § 5, the risk committee determines the nature, volume, form, and frequency of information concerning the risks to which the firm may be exposed, and transmits it to the legal administrative body. It has direct access to the firm's risk management function and to external expert advice.

§ 4. In order to promote sound remuneration practices and policies, the risk committee, without prejudice to the tasks of the remuneration committee, examines whether the incentives provided by the remuneration system take appropriate account of risk control, the firm's capital needs and liquidity position, as well as the probability and timing of benefits.

Art. 28. § 1er. The remuneration committee is composed in such a way as to enable it to exercise relevant and independent judgment on remuneration policies and practices and on incentives created with regard to risk control, capital needs, and liquidity position. The remuneration committee is gender-balanced.

§ 2. The remuneration committee issues an opinion on the remuneration policy to be adopted by the legal administrative body as well as on any amendments thereto.

§ 3. The remuneration committee is responsible for preparing decisions concerning remuneration, including those that have repercussions on risk and risk management in the concerned stockbroking firm and on which the legal administrative body is called upon to rule. In preparing these decisions, the remuneration committee takes into account the long-term interests of shareholders, investors, and other stakeholders of the stockbroking firm, as well as the public interest.

The first paragraph also applies to decisions concerning the remuneration of persons responsible for independent control functions. The remuneration committee also ensures direct supervision regarding remuneration allocated to heads of independent control functions.

Art. 29. § 1er. The nomination committee is composed in such a way as to enable it to exercise relevant and independent judgment on the composition and functioning of the administrative and management bodies of the firm, in particular on the individual and collective expertise of their members and on their integrity, reputation, independence of mind, and availability.

§ 2. The nomination committee:

1° identifies and recommends, for approval by the general meeting or, where applicable, by the legal administrative body, candidates suitable to fill vacant seats within the legal administrative body, assesses the balance of knowledge, skills, diversity, and experience within the legal administrative body, draws up a description of the tasks and qualifications related to a given appointment, and evaluates the time to be devoted to these functions.

The nomination committee also sets a target to be achieved regarding the representation of the underrepresented sex within the legal administrative body and draws up a policy aimed at increasing the number of representatives of that sex to achieve this target. The target and the plan, as well as the implementation arrangements, are made public in accordance with Article 48, point b) of Regulation 2019/2033. The Bank transmits this information to the EBA;

2° periodically evaluates, and at least once a year, the structure, size, composition, and performance of the legal administrative body and submits recommendations to it regarding possible changes;

3° periodically evaluates, and at least once a year, the knowledge, skills, experience, and degree of involvement, including attendance, of the members of the legal administrative body, both individually and collectively, and reports thereon to that body;

4° periodically examines the policies of the legal administrative body regarding the selection and appointment of its executive members, and formulates recommendations to the legal administrative body.

In exercising its duties, the nomination committee ensures that decision-making within the decision-making bodies is not dominated by one person or a small group of persons, in a manner that undermines the collegiality of these bodies or is detrimental to the interests of the firm as a whole.

The nomination committee may use any type of resource it considers appropriate for the exercise of its mission, including external advice, and receives appropriate financial means for this purpose.

Art. 30. Articles 24, 26, and 28 are without prejudice to the provisions of the Code of Companies and Associations regarding the audit committee and the remuneration committee within companies listed within the meaning of Article 1:11 of that Code.

Sous-section IV. - Operational independent control functions

Art. 31. § 1er. Stockbroking firms take the necessary measures to permanently have the following adequate independent control functions:

a) compliance; b) risk management; c) internal audit,

whose persons exercising them are independent of the firm's operational units and possess the necessary prerogatives for the proper performance of their functions. The remuneration of these persons is determined based on the achievement of objectives related to their functions, independently of the performance of the controlled activity areas.

§ 2. In its assessment of the adequacy of the functions referred to in paragraph 1, the Bank takes into account the provisions of Article 17, § 4.

Art. 32. § 1er. Stockbroking firms have a compliance function intended to ensure that the firm, members of its legal administrative body, its senior management, its employees, its agents and related parties comply with the legal and regulatory rules of integrity and conduct applicable to investment services, investment services, and/or ancillary services.

The first paragraph does not prejudice the provisions of Article 87bis of the Law of 2 August 2002.

§ 2. Persons performing the compliance function report to the legal administrative body at least once a year.

The legal administrative body annually transmits to the Bank a report concerning the assessment it carries out of the compliance function in application of Article 56, § 3.

Art. 33. § 1er. Stockbroking firms have an adequate risk management function, independent of operational functions, which possesses sufficient authority, status, and resources, as well as direct access to the legal administrative body.

§ 2. Persons performing the risk management function ensure that all significant risks are detected, measured, and correctly reported. They actively participate in the development of the firm's risk strategy as well as in all management decisions having a significant impact on risk and may provide a complete view of the entire range of risks to which the firm is exposed.

§ 3. The risk management function is headed by a person participating in effective management, possibly by a member of the management committee, whose specific function for which they are individually responsible is solely this role. The Bank may authorize a member of the firm's staff belonging to senior management to assume this function provided that there is no conflict of interest on their part.

By way of derogation from the first sentence of the first paragraph, the Bank may, in order to strengthen the autonomy and independence of the risk management and compliance functions referred to in Article 32, authorize that the person participating in effective management, possibly the member of the management committee, responsible for the risk management function also assumes responsibility for the compliance function, provided that the exercise of the two concerned functions remains ensured separately.

Art. 34. Heads of risk management and compliance functions may report directly, possibly via the risk committee, to the legal administrative body, without referring to persons participating in effective management, possibly members of the management committee, and may express concerns and warn them, possibly, in case of risk developments affecting or likely to affect the firm, including potentially harming its reputation.

The first paragraph does not prejudice the responsibilities of the legal administrative body under this law and Regulation 2019/2033.

Art. 35. § 1er. Stockbroking firms guarantee in an audit charter, at a minimum, the independence of the internal audit function, its unlimited right of access to information, and the scope of its missions to any activity and entity of the firm, including in case of outsourcing.

§ 2. The internal audit function aims to provide the legal administrative body and persons participating in effective management, possibly members of the management committee, with an independent assessment of the quality and efficiency of the firm's internal control, risk management, and governance system.

§ 3. The internal audit function reports directly to the legal administrative body, possibly via the audit committee, with information to persons participating in effective management, possibly members of the management committee.

Art. 36. The Bank may, without prejudice to the provisions of Articles 15 to 17 [1 , 22/1]1 and 31 to 35, specify, by means of regulations adopted in application of Article 12bis, § 2, of the Law of 22 February 1998, what is meant by adequate management structure, adequate internal control, adequate independent internal audit function, adequate independent risk management function, and, on the opinion of the FSMA, adequate independent compliance function, and elaborate more precise rules in accordance with European regulation, including rules specifying the minimum conditions to be met regarding the adequate expertise requirement referred to in Article 15, § 1er, second paragraph, including the modalities of the procedure for assessing this requirement.

(1)<L 2023-12-20/08, art. 80, 002; En vigueur : 25-01-2024>

Sous-section V. - Specific organization related to the provision of investment services, the marketing of structured deposits, and the provision of advice to clients on such products

Art. 37. § 1er. Stockbroking firms specify the policies and procedures referred to in Article 17 to ensure adequate compliance by the firm, members of its legal administrative body, its senior management, its employees, its agents and related parties, with the legal and regulatory provisions relating to investment services and activities.

To this end, these policies and procedures include in particular:

1° without prejudice to Articles 74 to 77, a remuneration policy for persons participating in the provision of services to clients aimed at encouraging responsible professional behavior and fair treatment of clients as well as avoiding conflicts of interest in client relations;

2° a policy regarding services, activities, products, and operations offered or provided, in accordance with the risk tolerance level referred to in Articles 19, second paragraph, 2° and 57, § 1er of the firm and the characteristics and needs of the firm's clients to whom they will be offered or provided, including by performing, if necessary, appropriate crisis simulations;

3° appropriate rules applicable to personal, direct, and indirect transactions carried out on financial instruments by persons referred to in the first paragraph.

§ 2. The King may specify, on the opinion of the FSMA and the Bank, the rules and obligations referred to in paragraph 1. These rules and obligations may in particular concern:

persons to whom these rules and obligations are applicable;
personal transactions deemed contrary to the law;
the modalities according to which concerned persons are required to notify their personal transactions to the stockbroking firm;
the manner in which stockbroking firms must keep a record of personal transactions.

Art. 38. § 1er. Stockbroking firms take adequate organizational and administrative measures to prevent conflicts of interest concerning investment services and activities arising between the firm, its directors, its senior management, its employees, and its agents and related parties, or any company linked to it, on the one hand, and its clients, on the other hand, or between its clients themselves, from harming the interests of the latter.

§ 2. The King may specify, on the opinion of the FSMA and the Bank, the rules and obligations in this matter. These rules and obligations may in particular concern the organizational rules to be respected in order to prevent the occurrence of conflicts of interest, as well as when the stockbroking firm produces and disseminates investment research.

Art. 39. Stockbroking firms designate a person, possessing the necessary skills and authority, responsible for the firm's compliance with its obligations concerning:

1° the safeguarding of its clients' financial instruments in accordance with Articles 69 and 70 and the regulatory provisions adopted in application of said articles; and

2° the safeguarding of its clients' funds in accordance with Articles 69, 70, and 82 and the regulatory provisions adopted in application of said articles.

Where applicable, this person may exercise other responsibilities provided that these are not of a nature to impair the exercise of the responsibility referred to in this article.

Art. 40. Without prejudice to Article 82, Articles 37, 38, 68, first paragraph, and 71 apply to stockbroking firms that market structured deposits or provide advice on such products to clients.

Sous-section IV. - Provisions applicable to large stockbroking firms

Art. 41. By way of exception to this Section, Articles 21 to 42/2 of the Law of 25 April 2014 apply to large stockbroking firms, it being understood that:

1° references to the supervisory authority must be read as references to the Bank;

2° references to Articles 19, 20, 65, 65/1, and 225/1 of the Law of 25 April 2014 must be read as references to Articles 15, 16, 69, 70, and 199 of this law;

3° in Article 42/1 of the Law of 25 April 2014, the person responsible for the large stockbroking firm's compliance with its obligations concerning the safeguarding of its clients' financial instruments is also responsible for the firm's compliance with its obligations concerning the safeguarding of its clients' funds in accordance with Articles 69, 70, and 82 of this law and the regulatory provisions adopted in application of said articles.

Section VII. - Central administration

Art. 42. The central administration of the stockbroking firm must be established in Belgium.

Section VII. - Investor protection

Art. 43. The stockbroking firm must adhere to a collective investor protection system in accordance with Article 274 of this law.

TITRE II. - Conditions for exercising the activity

CHAPITRE Ier. - Generalities

Art. 44. Stockbroking firms must permanently satisfy the conditions provided for by or pursuant to Articles 11 to 43 and the conditions, where applicable, imposed in application of Article 9, second paragraph.

They inform the Bank of any event likely to affect compliance with the conditions imposed in application of Article 9, second paragraph.

CHAPITRE II. - Modifications in the capital structure

Art. 45. Without prejudice to Articles 6 and 14 and the Law of 2 May 2007 on the publicity of significant participations, any natural or legal person acting alone or in concert with others, who has decided either to acquire, directly or indirectly, a qualified participation in a Belgian stockbroking firm, or to proceed, directly or indirectly, to an increase in this qualified participation in a Belgian stockbroking firm, such that the proportion of voting rights or capital shares held reaches or exceeds the thresholds of 20%, 30%, or 50% or that the stockbroking firm becomes its subsidiary, is required to notify in writing in advance to the Bank the intended amount of its participation and the relevant information referred to in the second paragraph.

The Bank publishes on its website a list specifying the relevant, proportionate, and adapted information necessary to proceed with the assessment and which must be communicated to it at the time of the notification referred to in the first paragraph.

Art. 46. Promptly, and in any event within a period of two business days after receipt of the notification and complete information referred to in Article 45, as well as after the possible subsequent receipt of the information referred to in paragraph 3, the Bank acknowledges receipt in writing to the acquiring candidate. The acknowledgment of receipt indicates the expiry date of the assessment period.

The assessment period available to the Bank to render its decision concerning the evaluation referred to in Article 47 is a maximum of sixty business days from the date of the acknowledgment of receipt of the notification and all documents required on the basis of the list referred to in Article 45, paragraph 2.

The Bank may, during the assessment period, no later than on the fiftieth business day of the assessment period, request additional information necessary to complete the evaluation. This request is made in writing and specifies the additional information required.

During the period between the date of the Bank's request for information and the receipt of a response from the acquiring candidate to this request, the assessment period is suspended. This suspension may not exceed twenty business days. The Bank may make other requests to obtain additional information or clarifications beyond the deadline determined in accordance with the preceding paragraph, without these requests giving rise to a suspension of the assessment period.

The Bank may extend the suspension referred to in paragraph 4 to thirty business days:
a) if the acquiring candidate is established outside the European Economic Area or is subject to non-Community regulation; or b) if the acquiring candidate is a natural or legal person who is not subject to supervision under Directive 2019/2034/EU, Directive 2013/36/EU, Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II), or Directive 2014/65/EU.

Without prejudice to paragraphs 4 and 5, where the modifications in the capital structure envisaged lead to the simultaneous submission of an application for approval of a financial company or a mixed financial company in accordance with Article 212/1 of the Act of 25 April 2014 or the legislation adopted to transpose Article 21bis, paragraph 1 of Directive 2013/36/EU into the law of the Member State to which the financial company or mixed financial company belongs, the assessment period referred to in paragraph 2 is suspended until the end of the approval procedure referred to in those articles.

Art. 47. In carrying out the evaluation of the notification and information referred to in Article 45 and the additional information referred to in Article 46, the Bank assesses, in order to ensure sound and prudent management of the stockbroking firm subject to the envisaged acquisition and taking into account the likely influence of the acquiring candidate on the stockbroking firm, the appropriateness of the acquiring candidate and the financial solidity of the envisaged acquisition by applying all the criteria referred to in Article 14, paragraph 2.

The Bank may, during the assessment period referred to in Article 46, oppose the implementation of the acquisition. The opposition may only be based on reasonable grounds to consider, on the basis of the criteria set out in Article 14, paragraph 2, that the acquiring candidate does not possess the necessary qualities with regard to the need to ensure sound and prudent management of the stockbroking firm or on the fact that the information provided by the acquiring candidate is incomplete.

If the Bank decides to oppose the envisaged acquisition, it notifies this in writing to the acquiring candidate within a period of two business days and without exceeding the assessment period. An appropriate statement of the reasons for the decision may be made accessible to the public at the request of the acquiring candidate.

If, at the end of the assessment period, the Bank has not opposed the envisaged acquisition, it is deemed approved.

The Bank may set a maximum deadline for the conclusion of the envisaged acquisition and, if necessary, extend it.

Art. 48. The Bank carries out the evaluation referred to in Article 47 in close consultation with any other competent authority concerned, or, as the case may be, in concertation with the FSMA, if the acquiring candidate is:
a) a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, an OPCA manager or a management company for collective investment undertakings authorized under the law of another Member State, or, as the case may be, by the FSMA; b) the parent undertaking of an undertaking having one of the qualities referred to in a); c) a natural or legal person controlling an undertaking having one of the qualities referred to in a).

To this end, the Bank exchanges, as soon as possible, with these authorities any essential or relevant information for the evaluation. In this context, it communicates upon request any relevant information and, on its own initiative, any essential information. In the cases referred to in paragraph 1, any draft decision of the Bank mentions any opinions or reservations formulated by the competent authority responsible for the acquiring candidate or, as the case may be, by the FSMA.

In the case referred to in Article 46, paragraph 6, the Bank coordinates, as far as necessary and insofar as it is a different supervisory authority, with the consolidated supervisory authority designated in application of Article 171 of the Act of 25 April 2014 and/or with the supervisory authority of the Member State where the financial company or mixed financial company is established.

Art. 49. Any natural or legal person who has decided to cease holding, directly or indirectly, a qualified participation in a stockbroking firm notifies this in writing in advance to the Bank and communicates to it the envisaged amount of its participation. Such a person also notifies the Bank of its decision to reduce its qualified participation such that the proportion of voting rights or capital shares held falls below the thresholds of 20%, 30% or 50%, or that the stockbroking firm ceases to be its subsidiary.

Art. 50. In the event of failure to carry out the prior notifications prescribed by Articles 45 or 49 or in the event of acquisition or increase of a participation despite the opposition referred to in Article 47, the president of the enterprise court in the district where the stockbroking firm has its registered office, ruling as in summary proceedings, may take the measures referred to in Article 7:84, § 1 of the Code of Companies and Associations.

The procedure is initiated by citation issued by the Bank.

Article 7:84, § 3 of the Code of Companies and Associations applies.

Art. 51. Without prejudice to Articles 6 and 14 and the Act of 2 May 2007 on the disclosure of major shareholdings, any natural or legal person acting alone or in concert with others, who has acquired, directly or indirectly, a participation in a Belgian stockbroking firm, or who has carried out, directly or indirectly, an increase in its participation in a Belgian stockbroking firm, such that the proportion of voting rights or capital shares held reaches or exceeds the threshold of 5% of the voting rights or capital, without however holding a qualified participation, is required to notify this in writing to the Bank within a period of ten business days after the acquisition or increase of the participation.

The same notification is required within a period of ten business days from any natural or legal person who has ceased to hold, directly or indirectly, alone or acting in concert with other persons, a participation of more than 5% of the capital or voting rights of a stockbroking firm, which did not constitute a qualified participation.

The notifications referred to in paragraphs 1 and 2 indicate the precise identity of the acquirer(s), the number of shares acquired or sold and the percentage of voting rights and capital of the stockbroking firm held subsequent to the acquisition or sale, as well as the necessary information the list of which is published by the Bank on its internet site in accordance with Article 45, paragraph 2.

Art. 52. Stockbroking firms communicate to the Bank, as soon as they become aware of them, the acquisitions or disposals of their shares or parts that cross upwards or downwards one of the thresholds referred to in Article 45.

Similarly, stockbroking firms immediately communicate to the Bank any information of which they are aware and which is likely to influence the situation of their shareholders or partners with regard to the assessment criteria referred to in Article 14, paragraph 2. The same information obligation applies to the persons referred to in Article 6.

Under the same conditions, stockbroking firms communicate to the Bank, at least once a year, the identity of the shareholders or partners who possess, directly or indirectly, acting alone or in concert, qualified participations in their capital, as well as the proportion of capital and voting rights thus held.

Art. 53. The notification obligations referred to in Articles 45, 49, 51 and 52 are also applicable in cases where the proportion of voting rights or capital shares held reaches, exceeds or, as the case may be, falls below the thresholds referred to in those provisions as a result of a situation involving a modification of the level of a participation that is not the consequence of an acquisition or sale, notably the existence of multiple voting rights or the acquisition of own shares by the stockbroking firm.

In the case where a threshold referred to in Article 45 is reached or exceeded as a result of the application of paragraph 1, the evaluation provided for in Articles 46 to 48 is applicable, it being understood that the acquisition provided for in those provisions then refers to the modification of the participation level.

Art. 54. When the Bank has reason to consider that the influence exercised by a natural or legal person holding, directly or indirectly, a qualified participation in a stockbroking firm is likely to compromise its sound and prudent management, and without prejudice to the other measures provided for by this Act, it may:
1° suspend the exercise of voting rights attached to the shares or parts held by the shareholder or partner in question; it may, at the request of any interested party, lift the measures ordered by it; its decision is notified in the most appropriate manner to the shareholder or partner concerned; its decision is enforceable as soon as it has been notified; the Bank may make its decision public; 2° issue an injunction to the shareholder or partner in question to sell, within the period it sets, the partnership rights it holds.

In the event of failure to sell within the period set, the Bank may order the sequestration of the partnership rights with such institution or person as it determines. The sequestrator informs the stockbroking firm, which modifies accordingly the register of shares or partnership parts in name and which accepts the exercise of the rights attached thereto only by the sequestrator. The sequestrator acts in the interest of sound and prudent management of the stockbroking firm and in the interest of the holder of the partnership rights subject to sequestration. It exercises all rights attached to the shares or partnership parts. The sums collected by it by way of dividend or on any other title are remitted by it to the aforementioned holder only if that holder has complied with the injunction referred to in paragraph 1, 2°.

Subscription to capital increases or to other securities conferring or not conferring voting rights, the option regarding dividends payable in shares of the company, the response to public takeover or exchange offers and the payment of partly paid-up shares are subject to the agreement of the aforementioned holder. The partnership rights acquired by virtue of these operations automatically become subject to the sequestration provided for above.

The remuneration of the sequestrator is fixed by the Bank and is borne by the aforementioned holder. The sequestrator may deduct this remuneration from the sums paid to it in its capacity as sequestrator or by the aforementioned holder for the purposes or as a consequence of the operations referred to above.

When voting rights have been exercised by the original holder or by a person, other than the sequestrator, acting on behalf of that holder after the expiry of the period set in accordance with paragraph 1, 2°, first sentence, notwithstanding a suspension of their exercise pronounced in accordance with paragraph 1, 1°, the enterprise court in the district where the company has its registered office may, upon application by the Bank, declare null and void all or part of the resolutions of the general meeting if, without the voting rights exercised illegally, the quorums for presence or majority required by those resolutions would not have been met.

CHAPITRE III. - On the general conditions of operation

Section Ire. - On minimum own funds

Art. 55. § 1. Without prejudice to Articles 77 and 78 of Regulation No 575/2013 made applicable by Article 9, paragraph 3 of Regulation 2019/2033, the own funds of stockbroking firms may not fall below the amount of the minimum capital fixed in accordance with Article 13.
§ 2. Any increase in the fixed part of the capital referred to in Article 13, § 4 must be fully subscribed and paid up and be attested by authentic deed. Articles 7:179 and 7:195 of the Code of Companies and Associations apply by analogy.
Articles 7:208, 7:209 and 7:210 of that Code apply, by analogy, to any reduction of this fixed part, which requires the prior agreement of the Bank.

Section II. - On management and directors

Sub-section I. - On control and evaluation by the legal administrative body

Art. 56. § 1. The legal administrative body periodically evaluates, and at least once a year, the effectiveness of the organizational arrangements of the company referred to in Article 17, including the specific organizational provisions referred to in Sub-section V of Section VI of Chapter II of Title I and referred to in Articles 68 to 73 and 82, and their compliance with legal and regulatory obligations. It ensures that the persons participating in effective management, the management committee if applicable, take the necessary measures to remedy any shortcomings.

The legal administrative body thus periodically controls and evaluates the relevance and implementation of the company's strategic objectives in relation to the provision of investment services, the exercise of investment activities, the provision of ancillary services, the marketing of structured deposits and the provision of advice on such products, and the adequacy of policies regarding the provision of services to clients and takes appropriate measures to remedy any deficiencies.

Members of the legal administrative body have adequate access to the information and documents necessary to carry out the tasks assigned to them under the provisions of this Act, the decrees adopted for its implementation and directly applicable European regulation.

§ 2. The legal administrative body exercises effective control over the persons participating in effective management, the management committee if applicable, and ensures the supervision of the decisions taken by them.

§ 3. The legal administrative body evaluates in particular the proper functioning of the independent control functions referred to in Article 31.

It also ensures that the company allocates adequate human and financial resources to the continuous training of members of the legal administrative body.

§ 4. The annual report of the legal administrative body justifies, if necessary, the individual and collective competence of the members of the committees referred to in Articles 24 and 26 to 29.

§ 5. The legal administrative body adopts and regularly evaluates, and at least once a year, the general principles of the remuneration policy and ensures the supervision of its implementation. In the context of this evaluation, it uses the independent control functions.

§ 6. The legal administrative body ensures the updating of the governance memorandum referred to in Article 17, § 5, and its transmission to the Bank.

Art. 57. § 1. Within the framework of its tasks referred to in Article 19, the legal administrative body sets the risk tolerance level of the stockbroking firm for all activities carried out.
To this end, the legal administrative body approves and regularly reviews the strategies and policies governing the taking, management, monitoring and mitigation of risks to which the stockbroking firm is or could be exposed, including risks generated by the macroeconomic environment in which it operates, given the state of the economic cycle. The risk tolerance level of the company for all concerned activities is communicated to the Bank, which is required to be informed of any modifications thereto.

§ 2. The legal administrative body dedicates sufficient time to ensure adequate consideration of the aspects referred to in paragraph 1. Furthermore, it allocates the necessary resources to the supervision of the management of all significant risks to which the company is exposed, in particular those falling under Regulation No 575/2013.

§ 3. The legal administrative body ensures that, in defining its risk management policy, it specifies the criteria from which counterparty risk arising from operations is considered major, requiring that these operations and the important decisions related thereto be subject to express information, within a period allowing the legal administrative body, if necessary, to oppose them.

Art. 58. § 1. The legal administrative body ensures the integrity of the accounting and financial information reporting systems, including operational and financial control arrangements. It evaluates the functioning of internal control at least once a year and ensures that this control provides a reasonable degree of certainty as to the reliability of the financial reporting process, so that the annual accounts and financial information comply with the accounting regulations in force.

§ 2. The legal administrative body supervises the publication and communication process required by or under this Act, Regulation 2019/2033.

Sub-section II. - On measures to be taken by persons participating in effective management, the management committee if applicable

Art. 59. § 1. Without prejudice to the powers vested in the legal administrative body and under its supervision, the persons participating in effective management, the management committee if applicable, take the necessary measures to ensure compliance with and implementation of the provisions of Article 17, including the specific organizational provisions referred to in Sub-section V of Section VI of Chapter II of Title I, and Articles 68 to 73, as well as the specific organizational provisions referred to in Article 82.

§ 2. The persons participating in effective management, the management committee if applicable, report to the legal administrative body, the commissioner and the Bank regarding the evaluation of the effectiveness of the organizational arrangements referred to in Article 17, including the specific organizational provisions referred to in Sub-section V of Section VI of Chapter II of Title I and in Articles 68 to 73 and 82, and the measures taken if necessary to remedy any deficiencies that may have been identified. The report justifies how these measures comply with legal and regulatory provisions.

Reporting must take place at least every two years. In the year in which there is no complete reporting as referred to in paragraph 1, a concise summary must be transmitted, the minimum content of which is determined in the guidelines established by the Bank.
The Bank makes the report and the concise summary available to the FSMA in accordance with the arrangements provided for in application of Article 127.

§ 3. Without prejudice to its other tasks, the persons participating in effective management, the management committee if applicable, ensure that the remuneration policy adopted by the legal administrative body is correctly implemented.

§ 4. The persons participating in effective management, the management committee if applicable, also implement the necessary measures to ensure risk control, referred to in Article 66.

§ 5. For the purposes of Article 57, the persons participating in effective management, the management committee if applicable, communicate to the legal administrative body appropriate information regarding all significant risks, the significant risk management and control policies of the company and the modifications made thereto.

Article 60. § 1. When the management committee is called upon to take a decision or to rule on an operation within its competence regarding which a member of the management committee has a direct or indirect pecuniary interest that is contrary to the interest of the stockbroking firm, that member must inform the other members before the management committee takes a decision. His declaration and his explanations regarding the nature of this conflicting interest must be recorded in the minutes of the management committee meeting that is to take this decision. The management committee may not delegate this decision.

The management committee describes, in the minutes, the nature of the decision or operation referred to in the first paragraph and the pecuniary consequences for the stockbroking firm, and justifies the decision that was taken, and transmits a copy of the minutes to the board of directors at its next meeting. This part of the minutes is included in its entirety in the annual report referred to in Article 3:5 of the Code of Companies and Associations.

The minutes of the management committee meeting are communicated to the statutory auditor. In his report referred to in Article 3:74 of the Code of Companies and Associations, the statutory auditor evaluates in a separate section the pecuniary consequences for the stockbroking firm of the decisions of the management committee as described by the latter, for which there is a conflicting interest within the meaning of the first paragraph.

The member with a conflict of interest within the meaning of the first paragraph may not participate in the deliberations of the management committee concerning these operations or decisions, nor participate in the vote. If all members have a conflict of interest, the decision or operation is submitted to the board of directors; if the board of directors approves the decision, the management committee may execute it.

§ 2. Without prejudice to the right of the persons mentioned in Articles 2:44 and 2:46 of the Code of Companies and Associations to request the nullity or suspension of the decision of the management committee, the stockbroking firm may request the nullity of decisions taken or operations carried out in violation of the rules provided for in this article, if the other party to these decisions or operations had or should have had knowledge of this violation.

§ 3. The first paragraph is not applicable when the decisions or operations within the competence of the management committee concern decisions or operations concluded between companies, of which the stockbroking firm is one, and of which one holds directly or indirectly at least 95% of the voting rights attached to all securities issued by the other, or between companies, of which the stockbroking firm is one, and of which at least 95% of the voting rights attached to all securities issued by each of them are held by another company.

Similarly, the first paragraph does not apply when the decisions of the management committee concern usual operations concluded under normal market conditions and guarantees for operations of the same nature.

Sub-section III. - Appointments, resignations and exercise of external functions

Article 61. § 1. Stockbroking firms must notify the Bank in advance of the proposal for the appointment of members of the legal administrative body and of persons participating in effective management, where applicable members of the management committee, as well as of persons responsible for independent control functions.

[1] In the context of the information required under the first paragraph, stockbroking firms communicate to the Bank all documents and information enabling it to assess whether:

the persons whose appointment is proposed possess the necessary professional honorability and adequate expertise to exercise their function in accordance with Article 15;
the profile of the persons concerned allows meeting the collective competence requirement provided for in Article 22/1;
the proposed appointments fall within the framework of the policy and objective established by the nomination committee, in application of Article 29, § 2, 1°, notably regarding the representation of persons of different sexes.][1]

The first paragraph is also applicable to the proposal for the renewal of the appointment of the persons referred to therein, as well as to the non-renewal of their appointment, their dismissal, or their resignation.

§ 2. The appointment of the persons referred to in paragraph 1 is subject to the prior approval of the Bank. [1] The Bank's approval is granted only if the appointment in question ensures compliance with Article 15 for the person concerned and with Article 22/1 for the stockbroking firm. The approval also takes into account compliance with the policy and objective established by the nomination committee, in application of Article 29, § 2, 1°, notably regarding the representation of persons of different sexes.][1]

When it concerns the appointment of a person who is proposed for the first time for a function referred to in paragraph 1 within a company subject to the supervision of the Bank under Article 36/2 of the Law of 22 February 1998 or of the European Central Bank under the SSM Regulation, the Bank consults the FSMA in advance.

The FSMA communicates its opinion to the Bank within a period of one week from the receipt of the request for an opinion.

§ 3. Stockbroking firms must inform the Bank of the possible distribution of tasks among the members of the legal administrative body, among persons participating in effective management, where applicable members of the management committee.

Significant changes occurring in the distribution of tasks referred to in the first paragraph give rise to the application of paragraphs 1 and 2.

§ 4. In addition to the provisions of paragraph 1, stockbroking firms and the persons referred to in paragraph 1 must communicate without delay to the Bank any fact or element implying a modification of the information provided during the appointment and which could have an impact on the necessary professional honorability or adequate expertise to exercise the function concerned.

In accordance with Articles 44, 120, and 121, when the Bank, in the context of the exercise of its supervisory mission, becomes aware of such a fact or element, obtained or not under the first paragraph, it may carry out a re-evaluation of compliance with the requirements referred to in Article 15, § 1, second paragraph.

(1) L 2023-12-20/08, art. 81, 002; En vigueur : 25-01-2024>

Article 62. § 1. Persons responsible for the independent control functions referred to in Article 31 must devote the necessary time to the exercise of their functions within the company.

The internal rules referred to in Article 63, § 3 must ensure that an external function exercised by a person referred to in the first paragraph cannot impair the availability required for the exercise of their independent control function and prevent any conflict of interest with the exercise of this function.

§ 2. Persons responsible for the independent control functions referred to in Article 31 may not be dismissed from their function without the prior agreement of the legal administrative body.

The stockbroking firm must notify the Bank in advance.

Article 63. § 1. Members of the legal administrative body and persons participating in effective management, where applicable members of the management committee, must devote the necessary time to the exercise of their functions within the company.

§ 2. Without prejudice to paragraph 1 and Article 17, members of the bodies of the stockbroking firm and all persons who, under any name and in any capacity, participate in its administration or management may, on behalf of or not on behalf of the stockbroking firm, exercise mandates as administrator or manager or participate in the administration or management within a company, an enterprise of another form of Belgian or foreign law, or a Belgian or foreign public institution, having an industrial, commercial, or financial activity, or an association, under the conditions and within the limits provided for in this article.

§ 3. The external functions referred to in paragraph 2 are governed by internal rules that the stockbroking firm must adopt and enforce to pursue the following objectives:
1° to avoid that the exercise of these functions by persons participating in the effective management of the stockbroking firm impairs the availability required for the exercise of effective management; 2° to prevent, within the stockbroking firm, the occurrence of conflicts of interest and the risks associated with the exercise of these functions, notably regarding insider transactions; 3° to ensure adequate publicity of these functions.

The Bank determines the modalities of these obligations by means of regulations adopted under Article 12bis, § 2 of the Law of 22 February 1998.

§ 4. Social agents appointed on the proposal of the stockbroking firm must be persons participating in the effective management of the company, where applicable members of its management committee, or persons designated by the company.

§ 5. Members of the legal administrative body who do not participate in the effective management of the stockbroking firm may not exercise a mandate in a company in which the stockbroking firm holds a participation unless they do not participate in the day-to-day management of that company.

Furthermore, and without prejudice to paragraphs 1 and 3, when the stockbroking firm presents, in the opinion of the Bank, significant importance due to its size, its internal organization, or the nature, scale, and complexity of its activities, the external functions referred to in paragraph 2 are limited, except in the case where the mandate within the stockbroking firm is exercised on behalf of a Member State, to the following number of mandates:

either to three mandates that cannot involve participation in day-to-day management; or
either to one mandate involving participation in day-to-day management and one mandate that cannot involve participation in day-to-day management.

§ 6. Persons participating in the effective management of the stockbroking firm, where applicable members of the management committee, may not exercise a mandate involving participation in day-to-day management unless it concerns:
1° a company referred to in Article 10 of Regulation 2019/2033, with which the stockbroking firm has close links; 2° a statutory collective investment undertaking within the meaning of the Law of 3 August 2012 concerning collective investment undertakings meeting the conditions of Directive 2009/65/EC and credit claim undertakings; 3° a statutory collective investment undertaking within the meaning of the Law of 19 April 2014 concerning alternative investment funds and their managers; or 4° a holding company in which such persons or related persons hold a significant interest.

Furthermore, and without prejudice to paragraphs 1 and 3, when the Bank considers that the stockbroking firm has significant importance due to its size, its internal organization, as well as the nature, scale, and complexity of its activities, the external functions referred to in paragraph 2 are limited to two mandates that cannot involve participation in day-to-day management, except in the case where the mandate within the stockbroking firm is exercised on behalf of a Member State.

§ 7. The Bank may, in individual cases, grant a derogation from the maximum number of mandates provided for in paragraph 5, second paragraph, and paragraph 6, second paragraph, by authorizing the possibility of exercising an additional mandate not involving participation in day-to-day management. The Bank informs, on a regular basis, the European Securities and Markets Authority and the European Banking Authority of the use it makes of this derogation power.

§ 8. Stockbroking firms must notify the Bank without delay of the functions exercised outside the stockbroking firm by the persons referred to in paragraph 2 for the purpose of controlling compliance with the provisions provided for in this article.

§ 9. For the application of paragraph 5, second paragraph, and paragraph 6, second paragraph, the exercise of several mandates, involving or not involving participation in day-to-day management, in companies belonging to the group to which the stockbroking firm belongs or to another group, is considered as a single mandate.

For the purposes of this article, "group" means a set of companies consisting of a parent company, its subsidiaries, the companies in which the parent company or its subsidiaries hold a direct or indirect participation within the meaning of Article 3, 70° of this law, as well as companies constituting a consortium and the companies controlled by these latter or in which they hold a participation within the meaning of Article 3, 70° of this law.

Article 64. Members of the legal administrative body and, where applicable, members of the management committee may not exercise a function as an employee within the stockbroking firm or within a company in which the stockbroking firm holds a participation.

The Bank may, on a case-by-case basis, authorize a stockbroking firm to derogate from the obligation referred to in the first paragraph concerning its members of the legal administrative body, when this company intends to proceed with the appointment within its legal administrative body of persons who have the status of employee and representative of employees at branches located in a State within which the participation of employee representatives within the supervisory body is legally recognized or of entities in which the stockbroking firm holds a participation, due to its international dimension or its membership in a group whose entities fall under another legal order within which the participation of employee representatives within the supervisory body is legally recognized if, in the opinion of the Bank, such a derogation does not impair the adequacy of the stockbroking firm's governance system, particularly the adequacy of the supervision of effective management. The Bank may attach conditions to a derogation granted under this paragraph to ensure the adequacy of governance.

Sub-section IV. - Provisions applicable to significant stockbroking firms

Article 65. By way of exception to this Section, Articles 56 to 62/1 of the Law of 25 April 2014 are applicable to significant stockbroking firms given that:
1° references to the supervisory authority must be read as references to the Bank; 2° references to Articles 19, 45, 64, 65, 134, and 135 of the Law of 25 April 2014 must be read as references to Articles 15, 44, 68, 69, 120, and 121 of this law; 3° regarding Article 56 of the Law of 25 April 2014, the periodic evaluation carried out by the legal administrative body also covers the effectiveness of the organizational arrangements referred to in Articles 69, 70, and 82 of this law; 4° regarding Article 59 of the Law of 25 April 2014:
a) the measures referred to in paragraph 1 and the report referred to in paragraph 2 also cover the effectiveness of the organizational arrangements referred to in Articles 69, 70, and 82 of this law; b) the Bank makes the report referred to in point a) available to the FSMA under the modalities provided for under Article 127; c) for the application of the provisions of Annex I of the Law of 25 April 2014, account must be taken of the nature and specificities of the activities of the stockbroking firm and the fact that Articles 4, § 2 and 8, § 8, second paragraph of said Annex are not applicable; 5° regarding Article 62 of the Law of 25 April 2014, when the Bank makes use of the possibility provided for in paragraph 7, it informs the European Securities and Markets Authority and the European Banking Authority.

Section III. - Risk Management

Sub-section I. - Risk Treatment

Article 66. § 1. Stockbroking firms must have appropriate processes and systems enabling them to detect, measure, manage, and monitor the following aspects:
1° the significant causes and effects of risks for clients, for the market, and for the stockbroking firm, as well as any significant impact on the level of the firm's own funds; and 2° liquidity risk over relevant periods, including intra-day, in such a way as to ensure that adequate levels of liquidity are maintained, notably for addressing the significant causes of risks referred to in 1°.

For the purposes of 1°, significant causes of risks for the stockbroking firm include, where applicable, significant changes in the book value of assets, including claims against related parties and the default of clients or counterparties, positions on financial instruments, foreign currencies, and commodities, as well as obligations related to the defined benefit pension scheme.

When the Bank evaluates compliance by stockbroking firms with paragraph 1, it may take into consideration the subscription of professional liability insurance as well as compliance with the rules provided for by and under Article 82.

§ 2. The processes and systems referred to in paragraph 1 must be proportional to the complexity, risk profile, and scope of the firm's activities, to the risk tolerance level set in accordance with Article 57, and reflect the importance of the firm in the Member States where it exercises its activities.

§ 3. Stockbroking firms must duly take into account any significant impact on own funds when such risks are not appropriately taken into account by the own funds requirements calculated in accordance with Article 11 of Regulation 2019/2033.

Article 67. By way of exception to Article 66, Article 63 of the Law of 25 April 2014 is applicable to significant stockbroking firms, understood that:
1° account must be taken of the nature and specificities of the activities of the stockbroking firm; and 2° Articles 4, § 2 and 8, § 2, second paragraph of Annex I of the Law of 25 April 2014 are not applicable.

Sub-section II. - Risk Management relating to the provision of investment services

Article 68. Stockbroking firms must keep a record of any investment service provided, any investment activity carried out, and any transaction executed, in order to enable the Bank and the FSMA to verify, each within their respective competence, whether the firm complies with the provisions of this law or regulations adopted for its implementation, Regulation No 600/2014, and Regulation 2017/565, as well as with legal and regulatory provisions regarding which the FSMA is charged with ensuring compliance, and in particular, whether it complies with its obligations towards its clients or potential clients, and regarding market integrity.

These records include the recording of telephone conversations and electronic communications relating, at least, to transactions concluded within the framework of proprietary trading and the provision of services relating to client orders concerning the receipt, transmission, and execution of client orders.

For this purpose, stockbroking firms must take all reasonable measures to record the conversations and communications referred to in the second paragraph that are made, sent, or received by means of equipment provided by the company to an employee or a subcontractor or of which it has authorized the use.

Clients may place orders through other channels, provided that these communications are made by means of a durable medium, such as a letter, a fax, an email, or documents relating to client orders established during meetings. In particular, the content of face-to-face conversations with a client may be recorded in writing in a minutes or a note. Such orders are considered equivalent to an order transmitted by telephone.

Stockbroking firms must take all reasonable measures to prevent an employee or a subcontractor from making, sending, or receiving the conversations and communications referred to in this article by means of private equipment regarding which the company is unable to perform a recording or a copy.

The records referred to in this article must be kept for five years and, when the Bank requests it, for a period that may go up to seven years.

Art. 69. § 1. When a stockbroking firm holds client funds, it takes adequate measures to safeguard its clients' rights and to prevent the use, for its own account, of client funds.

§ 2. Any use by a stockbroking firm of financial instruments belonging to a client requires the express and prior authorization of that client. The use is limited to the conditions to which the client has consented.

The King may define, on the advice of the National Bank and the FSMA, the conditions and modalities to which deposits of financial instruments made by clients with stockbroking firms must respond, and the acts that stockbroking firms may perform concerning these financial instruments, notably regarding the consent referred to in paragraph 1. In particular, the King may define the modalities according to which the consent provided for in paragraph 1 must be given. The King may also determine the organization rules and the protection and information rules for clients relating to the receipt of financial instruments by stockbroking firms and their deposit with other intermediaries.

When a stockbroking firm holds financial instruments belonging to clients, it takes adequate measures to safeguard its clients' rights, particularly in the event of liquidation proceedings against the firm. It also takes adequate measures to ensure compliance with paragraphs 1 and 2.

Art. 70. § 1. Stockbroking firms must establish all data and keep all accounts necessary to allow, at any time and without delay, the distinction between assets held for a specific client and those held for other clients as well as their own assets.

These data and accounts must be established and kept in a manner ensuring fidelity and, in particular, their correspondence with the financial instruments and funds held for clients.

§ 2. Stockbroking firms must regularly reconcile their internal accounts and data with those of any third-party intermediary with whom these assets are held.

§ 3. The King may define, on the advice of the National Bank, the conditions and modalities of the requirements provided for in paragraphs 1 and 2, as well as, more generally, the requirements regarding accounting organization and accounting rules relating to the deposits of financial instruments and funds made with stockbroking firms.

Art. 71. § 1. Stockbroking firms that design financial instruments intended for sale to clients maintain, apply, and revise a validation process for each financial instrument and for notable adaptations of existing financial instruments before their commercialization or distribution to clients.

The said validation process determines a defined target market of final clients within the category of clients concerned for each financial instrument and ensures that all relevant risks for said market are assessed and that the planned distribution strategy suits it well.

Stockbroking firms are exempt from the obligations set out in paragraphs 1 and 2 when the investment service they provide concerns bonds that do not incorporate a derivative instrument other than a make-whole redemption clause, or when the financial instruments are marketed exclusively for eligible counterparties, as defined in implementation of Article 26, paragraph 8, of the Law of 2 August 2002, or distributed exclusively to eligible counterparties.

§ 2. Stockbroking firms that offer or recommend financial instruments that they do not design put in place appropriate arrangements to obtain from their designers all useful information relating to these financial instruments and their validation process, and to identify and understand the characteristics of their target market.

The processes and arrangements referred to in this article are without prejudice to the Law of 2 August 2002 and Regulation No. 600/2014, including the conduct rules referred to in Article 2, point 46°, of the Law of 25 October 2016.

§ 3. The King, on the advice of the National Bank and the FSMA, may specify the execution rules for the organizational rules referred to in this article, notably for the purpose of complying with the provisions provided for in Articles 9 and 10 of Delegated Directive (EU) 2017/593 of the Commission of 7 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards the safeguarding of client financial instruments and funds, the obligations applicable regarding product governance, and the rules governing the granting or receiving of fees, commissions, or any other pecuniary or non-pecuniary advantage.

Art. 72. The King may determine, on the advice of the FSMA and the National Bank, the specific organizational requirements applicable to stockbroking firms that, in the course of exercising their investment activities and/or providing their investment services:

1° resort to algorithmic trading, including when they resort to it for the implementation of a market-making strategy; 2° provide direct electronic access to a trading platform; and/or 3° act as a clearing member within the meaning of Article 2, point 14), of Regulation No. 648/2012.

The control of compliance with the obligations provided for on the basis of paragraph 1, point 1°, falls under the competence of the FSMA, without prejudice to the prerogatives of the National Bank in case of non-compliance with the obligations provided for in Article 17.

For the exercise of this competence, the FSMA has the prerogatives provided for in Articles 34, 35, §§ 1 and 2, 36, 36bis, and 37 of the Law of 2 August 2002.

Section IV. - On the recourse to subcontracting

Art. 73. When a stockbroking firm entrusts a third party with the execution of essential operational tasks to ensure the continuous and satisfactory provision of its investment services and/or the exercise of its investment activities, it takes adequate measures to limit the associated operational risk.

The outsourcing referred to in paragraph 1 cannot be carried out in a manner that substantially undermines the adequacy of the firm's internal control procedures or that would prevent the National Bank from verifying whether the firm complies with its legal and regulatory obligations.

The National Bank publishes, on the advice of the FSMA, a communication in which it sets out the policy it follows regarding the outsourcing of portfolio management services provided to retail clients.

Section V. - On remuneration policy and its implementation

Sub-section I. - Principles

Art. 74. The remuneration policy adopted in accordance with Articles 37, § 1, paragraph 1, points 1 and 56, § 5 is consistent with the economic strategy, objectives, values, and long-term interests of the firm, includes measures aimed at avoiding conflicts of interest, and takes into account the long-term effects of the firm's investment decisions. The remuneration policy is gender-neutral and is described clearly. It encourages responsible conduct of the firm's activities and promotes risk awareness and prudence in taking risks. In establishing and applying their remuneration policy, firms observe the principles set out in the Annex to this law, in a manner and to an extent corresponding to the size and internal organization of the firm and to the nature, scope, and complexity of its activities.

The remuneration policy covers categories of staff whose professional activities have a significant impact on the risk profile of the firm or of the assets managed by it.

For the purposes of paragraph 2, the categories of staff whose professional activities have a significant impact on the risk profile of the stockbroking firm or of the assets managed by it include at least:

1° members of the statutory administrative body and persons participating in effective management, where applicable members of the management committee; 2° persons occupying independent control functions; 3° persons occupying a function involving risk-taking; and 4° collaborators whose total remuneration is at least equal to the lowest remuneration received by the persons referred to in points 1 and 3.

Art. 75. The remuneration policy covers all remuneration, including variable remuneration and discretionary pension benefits, of the persons referred to in Article 74, paragraph 2, and operates, in conformity with the prescription of the Annex to this law, a clear distinction to determine the fixing criteria:

of fixed base remuneration, which must reflect above all relevant professional experience and organizational responsibilities as defined in the job description forming part of the working conditions, and
of variable remuneration which is based on performance criteria that must reflect sustainable and risk-adjusted performance, as well as additional benefits provided in addition to those described in the job description forming part of the working conditions.

Art. 76. The Annex to this law defines the criteria, modalities, and obligations to which the remuneration policy of stockbroking firms and its implementation must satisfy, particularly the conditions relating to the fixing and payment of variable remuneration.

Art. 77. Remuneration practices relating to the persons referred to in Article 74, paragraph 2 respect the remuneration policy established by the firm and the obligations set out in the Annex to this law. These practices are subject to regular internal evaluation by control functions at least once a year to verify whether, taking into account the evolution of the firm's situation, the provisions of the Annex are permanently respected.

Sub-section II. - Of stockbroking firms that have received exceptional financial support from public authorities

Art. 78. Stockbroking firms that have received exceptional financial support from public authorities adapt their remuneration policies and practices in accordance with the requirements provided for in the Annex to this law.

Sub-section III. - Provisions applicable to large stockbroking firms

Art. 79. By way of exception to this Section, Articles 67 to 71 of the Law of 25 April 2014, including Annex II of said law, are applicable to large stockbroking firms given that references made to the supervisory authority must be read as references to the National Bank.

Section VI. - On operations subject to limitations or prohibition, the holding of client assets, and payments subject to nullity

Sub-section I. - Operations subject to limitations or prohibition

Art. 80. Unless authorized by the National Bank, stockbroking firms cannot provide other services or exercise other activities than:

1° the services and activities authorized by their approval; and 2° without prejudice to Article 93, activities that fall within the framework or direct extension of these services and activities or that constitute their accessory or complement; [1 3° without prejudice to Article 93 and compliance with the requirements provided for by or pursuant to this law, notably its Article 17 and the provisions of directly applicable European law referred to in Article 238, § 1, the crypto-asset services permitted by Article 60, paragraph 3 or in application of Articles 59 and 63 of Regulation 2023/1114.]1 ---------- (1)<L 2025-12-11/13, art. 118, 004; En vigueur : 03-01-2026>

Art. 81. Stockbroking firms cannot grant, directly or indirectly, loans or credits, except for the following loans and credits only:

1° the loans and credits referred to in Article 3, point 3, 2); 2° advances granted, using its own funds, to companies in which the stockbroking firm holds a participation; 3° loans of financial instruments; 4° loans granted to securities exchange companies and companies responsible for the administration of regulated markets, provided that they are associated with or members thereof.

Sub-section II. - On the holding of client assets

Art. 82.§ 1. Without prejudice to Article 80, stockbroking firms cannot receive funds, except for demand deposits and term deposits renewable for a maximum of three months from their clients, pending allocation to the acquisition of financial instruments, pending investment in structured deposits, or pending restitution. The duration of renewed term deposits cannot exceed one year, unless a longer duration proves necessary for these deposits in the context of a wealth management contract concluded with a client.

§ 2. The funds referred to in paragraph 1 must be deposited with one or more entities having the status:

1° of a central bank;
2° of a credit institution within the meaning of Article 1, § 3, paragraph 1, point 1 of the Law of 25 April 2014 falling under the law of a Member State or the law of a third country; 3° of a qualified money market fund.

The placement obligation referred to in paragraph 1 does not apply to cash immediately payable or payable within a maximum period of three business days, nor to cash given as cover for client commitments.

The entities referred to in paragraph 1 cannot, on funds deposited in a global client account or an individualized account, assert any right resulting from their own claims against the stockbroking firm that opened this account. Likewise, these accounts and their balance cannot be subject to any garnishment by creditors of the stockbroking firm.

§ 3. [1 In the event of liquidation proceedings opened against the stockbroking firm or its liquidation within the meaning of the Code of Companies and Associations, the funds deposited, in application of paragraph 2, in a global client account or in an individualized client account allowing the identification of individual clients are, with the exception of funds that could be recovered by their holders, allocated by special privilege for the reimbursement of the funds referred to in paragraph 1 other than those referred to in paragraph 2, paragraph 2.

By derogation from Articles XX.155, § 1, XX.156, paragraphs 1 and 2, and XX.165 of the Code of Economic Law, the recovery of funds in application of paragraph 1 does not require an individual claim declaration by the clients who are their holders. The liquidator informs the clients concerned in writing of the amount of funds to which they are entitled, if applicable, deducted from the amount of costs relating to the allocation of the special privilege base, and invites them to communicate to him, via a pre-established form attached to his letter or accessible via an electronic information sharing platform made available by the liquidator, the information necessary to allow him to proceed with the reimbursement of this amount within the framework of the liquidation process in accordance with the applicable provisions of Book XX of the Code of Economic Law or, if applicable, the course of the liquidation in accordance with the applicable provisions of Book 2, Title 8, of the Code of Companies and Associations. In the absence of communication to the liquidator of the aforementioned form or an equivalent request according to the modalities provided by the liquidator within a period of six months from his letter to the clients concerned, they lose the benefit of the privilege provided for in paragraph 1 and their right to act in admission of their claim.]1

§ 4. The King may define, on the advice of the National Bank and the FSMA, the conditions and modalities to which funds deposited by clients with stockbroking firms must respond, and the conditions and modalities of the placements that stockbroking firms may effect concerning these funds, notably the limits regarding concentration of risks relating to the placement of these funds. These conditions and modalities also cover the organization rules and the protection and information rules for clients relating to the receipt of these funds by stockbroking firms and their placement with third parties.

In exceptional circumstances, the King may, on the advice of the National Bank and the FSMA, impose additional organizational requirements to those provided for in Articles 69 and 70 and this article, with a view to ensuring the safeguarding of client assets. These requirements must be objectively justified and proportionate to address specific risks weighing on investor protection or market integrity that are of particular importance given the Belgian market structure. The use of this empowerment is subject to notifications to the European Commission provided for in Article 16, paragraph 11, of Directive 2014/65/EU. ---------- (1)<L 2023-12-20/08, art. 82, 002; En vigueur : 25-01-2024>

Sub-section III. - On operations with group entities, directors, and related persons

Art. 83. § 1. Without prejudice to Article 81, stockbroking firms cannot, directly or indirectly, conclude contracts or carry out operations, notably loans, credits, or guarantees, and whatever the modalities or forms, notably their execution on current account, with:

1° members of their statutory administrative body and persons participating in effective management, where applicable members of their management committee, as well as with the managing directors of their branches; 2° persons referred to in Article 6, paragraph 1, as well as members of their various bodies and persons participating in effective management; 3° companies or establishments over which the stockbroking firm or its parent company exercises control; 4° companies or establishments in which the persons referred to in points 1 and 5 hold a qualifying participation, can exercise significant influence, or exercise a function referred to in point 1; 5° persons related to the persons referred to in point 1, only under market conditions or, if applicable, based on examination procedures and conditions, up to amounts and with guarantees applicable to their clientele.

The loans, credits, or guarantees, whatever their modalities or forms, referred to in paragraph 1 must be subject to express information, within a timeframe allowing the statutory administrative body to oppose them. Regardless of the body called upon to rule, members having a direct or indirect personal or functional interest cannot attend the deliberations of the statutory administrative body relating to these operations, nor take part in the vote. These loans, credits, and guarantees, whatever their modalities or forms, with the exception of those concluded with companies or establishments over which the stockbroking firm or its parent company exercises control, are duly documented and notified to the National Bank according to the periodicity and modalities determined by it.

The National Bank may, if these operations were not concluded under normal market conditions or conditions applicable to the clientele, require the adaptation of the agreed conditions at the date when these operations took effect. Failing such, the members of the statutory administrative body who took the decision are jointly liable for the difference towards the firm.

The notifications to the statutory administrative body and to the National Bank, referred to in paragraph 2, need not take place if the total of loans, credits, or guarantees, whatever their modalities or forms, with a given person, company, or establishment does not exceed 100,000 euros.

The notifications to the statutory administrative body, referred to in paragraph 2, of loans, credits, or guarantees, whatever their modalities or forms, to companies or establishments over which the stockbroking firm or its parent company exercises control need not further be operated if these loans, credits, or guarantees, whatever their modalities or forms, fall under a framework contract that has been subject to a notification referred to in paragraph 2.

§ 2. The regime provided for in paragraph 1 does not prejudice the rules applicable in this regard based on the Code of Companies and Associations.

Art. 84. In the event of bankruptcy of a stockbroking firm, payments made by this firm, either in cash or otherwise, to its members of the statutory administrative body, by way of profit-sharing or other participations in profits, during the two years preceding the time determined by the insolvent court as being that of the cessation of its payments, are null and void relative to the estate.

Paragraph 1 does not apply if the insolvent court recognizes that no serious and characterized fault of these persons contributed to the bankruptcy.

Sub-section IV. - On the recourse to intermediaries in banking services and investment services and to tied agents

Art. 85. § 1er. Stockbroking firms may only engage intermediaries in banking and investment services established in Belgium if they are duly registered in accordance with Article 5, § 1er, of the Act of 22 March 2006 on intermediation in banking and investment services and the distribution of financial instruments. If they wish to engage related agents established in another Member State, stockbroking firms must ensure that these persons are registered in the relevant Member State in the register referred to in Article 29, paragraph 3, of Directive 2014/65/EU. They ensure compliance with the limitations applicable to related agents in the relevant State. § 2. Stockbroking firms that use related agents assume full and unconditional responsibility for any act performed or omission committed by these related agents when acting on their behalf, particularly when they authorize these related agents to carry out operations concerning client funds and/or financial instruments. Stockbroking firms ensure that the related agents they use indicate in what capacity they act before dealing with a client. § 3. Stockbroking firms are required to monitor the activities of their related agents. They take adequate measures to prevent any complementary activities of the related agents from having a negative impact on the activities carried out by these agents on behalf of the stockbroking firms. § 4. The Bank may complete or clarify the provisions of this article by regulations adopted under Article 12bis, § 2, of the Act of 22 February 1998. These regulations may determine in particular the obligations incumbent on stockbroking firms using related agents.

Section VII. - On the communication of information on the situation of the stockbroking firm

Art. 86. § 1er. Without prejudice to the obligations, if any, applicable to listed companies, the Bank may determine, by regulation adopted under Article 12bis, § 2 of the Act of 22 February 1998, the minimum information that stockbroking firms must publish regarding solvency, liquidity, risk concentration, and other risk positions, as well as their capital and liquidity needs policy with reference to the requirements referred to in Articles 106 to 108 and 138 to 150. It also defines the minimum frequency and methods of publication of this information. Stockbroking firms publish on their website the relevant information from the governance memorandum referred to in Articles 17, § 5 and 56, § 6. This information covers, at a minimum, the shareholding and control structure of the company or the group structure of which it is part, management bodies, organizational structure, including independent operational control functions, as well as the company's purposes and corporate values, the strengths of its policies on risk management, prevention of conflicts of interest, integrity, and business continuity, and information regarding its remuneration policies and practices in accordance with Regulation 2019/2033 or, where applicable, Regulation No 575/2013. § 2. Stockbroking firms establish the necessary rules and procedures to comply with the publication requirements set out in paragraph 1er. They assess the adequacy of their publication measures, including the verification of published data and the frequency of publication. § 3. Stockbroking firms establish the necessary rules and procedures to assess whether the information they publish regarding their organization, financial situation, and risk status provides market participants with complete information on their risk profile. § 4. The Bank may, in special cases, authorize, within the limits of European legislation, derogations from the provisions provided for by or under this article.

Art. 87. By way of exception to this Section, Article 75 of the Act of 25 April 2014 applies to large stockbroking firms, given that references to the supervisory authority must be read as references to the Bank.

Section VII. - On transparency regarding engagement policy

Art. 88. § 1er. For the purposes of this section, the following definitions apply:
1° "institutional investors": insurance or reinsurance undertakings that, respectively, exercise life insurance activities or cover life insurance obligations within the meaning of Article 15, 17°, of the Act of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings, or professional pension institutions referred to in Article 2, first paragraph, 1°, of the Act of 27 October 2006 on the supervision of professional pension institutions; 2° "engagement activities": activities including, inter alia, services related to investments in shares of companies listed on a regulated market and/or the exercise of rights arising from the holding of these shares. § 2. Stockbroking firms that invest in shares listed on a regulated market on behalf of institutional investors comply with the requirements set out in paragraph 3 or publish the reasons for deciding not to implement one or more of these requirements. § 3. The stockbroking firms referred to in paragraph 2 develop and publish on their website a free-of-charge engagement policy, in which they describe:
1° how they integrate, into their investment strategy, the engagement policies of the institutional investors on whose behalf they invest and how they manage their actual or potential conflicts of interest, in particular regarding the engagement policies of these investors and in cases where they themselves have significant commercial relations with the companies held; and/or 2° how they monitor the companies held, in particular regarding strategy, financial and non-financial performance, risk, capital structure, social and environmental impact, and corporate governance, interact with the companies held, exercise voting rights and other rights attached to shares, cooperate with other shareholders, communicate with relevant actors of the companies held, and manage actual or potential conflicts of interest regarding their engagement. Each year, stockbroking firms publish how their engagement policy has been implemented, including a general description of their voting behavior, an explanation of the most important votes, and the use of voting advisory services. They publish, where applicable, how they expressed their votes at the general meetings of the companies in which they hold shares. This communication may exclude votes that are insignificant due to the subject of the vote or the level of participation in the companies held. § 4. The provisions of Article 27, § 4, of the Act of 2 August 2002, the decrees and regulations adopted for its implementation, as well as the corresponding delegated acts adopted under Directive 2014/65/EU, also apply to engagement activities provided by stockbroking firms on behalf of their clients, institutional investors, or in their own name but on behalf of these clients.

Art. 89. § 1er. Stockbroking firms referred to in Article 88, § 2, communicate once a year to institutional investors with whom they have concluded the agreements referred to in Article 101/2, § 2, of the Act of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings or Article 95, § 3, second paragraph, of the Act of 27 October 2006 on the supervision of professional pension institutions, how their investment strategy and its implementation respect these agreements and contribute to the medium and long-term performance of the assets of the relevant institutional investors. This communication also includes information on the main significant medium and long-term risks related to investments, on the composition, turnover, and turnover costs of the portfolio, on the use of voting advisors for the exercise, where applicable, of engagement activities, and their policy on securities lending and how this is applied for the exercise of engagement activities, where applicable, in particular during the general meeting of the companies held. This communication finally includes information indicating whether, and if so, how stockbroking firms make investment decisions based on an assessment of the medium and long-term performance of the held company, including non-financial performance, and whether conflicts of interest have arisen in connection with engagement activities, and if so, which ones and how they were handled. § 2. The information referred to in paragraph 1er is communicated at the same time as the periodic communications referred to in Article 27ter, § 7, of the Act of 2 August 2002. When the information communicated under paragraph 1er is already available to the public, the stockbroking firm is not required to provide this information directly to the institutional investor.

CHAPTER IV. - On the modification of prudential requirements

Art. 90. § 1er. When the conditions set out in Article 1, paragraph 2, first paragraph, points a) or b) of Regulation 2019/2033 are met, the Bank takes a decision stating that the requirements of Regulation No 575/2013 apply to the relevant stockbroking firm, instead of the requirements of Regulation 2019/2033, and that this stockbroking firm is considered a large stockbroking firm within the meaning of Article 3, 5°. The stockbroking firm remains subject to Article 55 of Regulation 2019/2033. § 2. Without prejudice to Article 55 of Regulation 2019/2033, when the stockbroking firm finds that the thresholds referred to in Article 1, paragraph 2, first paragraph, points a) or b) of said regulation are met or exceeded, or that these thresholds are no longer met, it informs the Bank without delay. § 3. When the thresholds referred to in Article 1, paragraph 2, first paragraph, points a) and b) of Regulation 2019/2033, calculated over a period of twelve consecutive months, are no longer met, the Bank takes a decision stating that the requirements of Regulation No 575/2013 no longer apply to the relevant stockbroking firm, that the requirements of Regulation 2019/2033 now apply, and that this stockbroking firm is no longer considered a large stockbroking firm within the meaning of Article 3, 5°, unless the Bank takes a decision in accordance with Article 91. § 4. The Bank informs the relevant company without delay of the decisions taken under paragraphs 1er and 3.

Art. 91. § 1er. Under Article 1, paragraph 2, first paragraph, point c) of Regulation 2019/2033, the Bank may decide to apply the requirements of Regulation No 575/2013, instead of the requirements of Regulation 2019/2033, to a stockbroking firm that exercises one of the investment activities or provides one of the investment services referred to in Article 3, 2°, points 3) and 6) when:
1° the company does not qualify as a commodity dealer and emission quota dealer, collective investment undertaking, or insurance undertaking; 2° the total value of the company's consolidated assets, calculated as the average of the last twelve months, reaches or exceeds 5 billion euros; and 3° one of the following conditions is met:
a) the company exercises these activities on such a scale that the failure or difficulties of this company could lead to systemic risk; b) the company is a clearing member within the meaning of Article 4, paragraph 1, point 3) of Regulation 2019/2033; or c) the Bank considers this justified due to the scale, nature, scope, or complexity of the activities exercised by the relevant company, taking into account the principle of proportionality and considering one or more of the following factors:

the importance of the company for the Belgian or European economy;
the importance of the company's cross-border activities;
the interconnection of the company with the financial system.
When the Bank adopts such a decision, the relevant stockbroking firm is considered a large stockbroking firm within the meaning of Article 3, 5°.
The stockbroking firm remains subject to Article 55 of Regulation 2019/2033.
§ 2. When the level of their assets reaches or exceeds the thresholds referred to in paragraph 1er, first paragraph, 2°, or when this level falls below these thresholds, stockbroking firms inform the Bank without delay.
§ 3. The Bank revokes the decision taken under paragraph 1er when the total value of the stockbroking firm's consolidated assets, calculated as the average of the last twelve months, is below the threshold referred to in paragraph 1er, first paragraph, 2°, and/or when it considers that the other conditions of said paragraph are no longer met. When the Bank adopts such a decision, the relevant stockbroking firm is no longer considered a large stockbroking firm within the meaning of Article 3, 5°. § 4. The Bank informs the relevant company and the EBA without delay of the decisions taken under paragraphs 1er and 3.

Art. 92. § 1er. Under Article 1, paragraph 5 of Regulation 2019/2033, the Bank may decide to apply the requirements of Regulation No 575/2013, instead of the requirements of Regulation 2019/2033, to a stockbroking firm when it meets the conditions set out in that article.
When the Bank adopts such a decision, the relevant stockbroking firm is considered a large stockbroking firm within the meaning of Article 3, 5°.
§ 2. When the conditions referred to in Article 1, paragraph 5 of Regulation 2019/2033 are no longer met, stockbroking firms inform the Bank without delay.
§ 3. The Bank revokes the decision taken under paragraph 1er when it considers that the conditions referred to in Article 1, paragraph 5 of Regulation 2019/2033 are no longer met.
When the Bank adopts such a decision, the relevant stockbroking firm is no longer considered a large stockbroking firm within the meaning of Article 3, 5°, unless the Bank takes a decision in accordance with Article 91.
§ 4. The Bank informs the relevant company and the EBA without delay of the decisions taken under paragraphs 1er and 3.

CHAPTER V. - On the modification of the business program and specific operations

Section I. - On the modification of the business program

Art. 93. Any modification of the activities exercised by the company must be communicated to the Bank prior to its implementation.

Art. 94. § 1er. When the modifications to the business program aim to extend the activities of the stockbroking firm to provide additional services and/or activities referred to in Article 3, 2° and 3°, which are not yet covered by its authorization, the stockbroking firm submits an application for extension of its authorization in accordance with Article 5. Articles 7 to 10 of this Act and Article 7 of the Act of 25 October 2016 apply. § 2. If authorized under Article 27ter of Regulation No 600/2014 to provide data reporting services referred to in Article 2, points 34 to 36 of said regulation, the stockbroking firm informs the Bank. In this case, the list of investment companies kept in accordance with Article 7 of the Act of 25 October 2016 mentions these services.

Section II. - On strategic decisions, investment decisions, and mergers and acquisitions between stockbroking firms

Art. 95. The following are subject to prior authorization by the Bank:
1° strategic decisions;
2° decisions to acquire shares representing capital or voting rights in a company whose activity is not covered by Article 3, 2° and 3°, for an amount of at least 150,000 euros or an amount reaching 5% of the stockbroking firm's own funds; 3° mergers between stockbroking firms or between such companies and other financial institutions, as well as the demerger of stockbroking firms; 4° the transfer between stockbroking firms or between such companies and other financial institutions of all or part of their activity or network. The Bank must rule within two months of receiving a complete file of the project. It may refuse authorization only on grounds relating to the company's ability to comply with the provisions provided for by or under this Act or relating to the sound and prudent management of the company, or if the decision is likely to significantly affect the stability of the financial system. If it does not intervene within the fixed deadline, authorization is deemed granted.

Art. 96. Any total or partial transfer between stockbroking firms or between such companies and other financial institutions of the rights and obligations resulting from the operations of the relevant companies or enterprises, authorized in accordance with Article 95, is enforceable against third parties, including any third party holding a preemptive right or benefiting from an approval clause regarding an asset subject to such transfer, and this, whether this right or clause derives from a contract, statutes, or the law, from the publication in the Belgian Monitor of this authorization. Transfers authorized in accordance with Article 95 cannot be subject to nullity or unenforceability, in particular under Article 5 243 of the Civil Code or Articles XX.111, XX.112, or XX.114 of the Code of Economic Law. Notwithstanding any contrary contractual provision, the total or partial transfers referred to in the first paragraph cannot have the effect of justifying a modification of the terms of an agreement concluded between the credit institution and one or more third parties, or of terminating such an agreement, nor give any party the right to unilaterally terminate it, or to make a debt of the credit institution due.

Section III. - On the opening or acquisition of subsidiaries abroad

Art. 97. A stockbroking firm that plans to acquire or create, directly or through a financial company or mixed financial company, a subsidiary abroad exercising an activity referred to in Article 4 of the Act of 25 April 2014 or a service and/or investment activity and ancillary service referred to in Article 3, 2° and 3° notifies its intention to the Bank. This notification is accompanied by information on the activities, organization, shareholding, and management of the relevant company.

Section IV. - On the exercise of activities abroad

Sub-section I. - On the opening of branches abroad

Art. 98. A stockbroking firm that plans to open a branch in the territory of another Member State or a third country to exercise all or part of the services and/or investment activities and ancillary services referred to in Article 3, 2° and 3°, and which are authorized in Belgium, notifies its intention to the Bank. This notification is accompanied by a business program indicating in particular the categories of operations envisaged, the organizational structure of the branch, the mailing address in the relevant State, the names of the branch's senior management and, where applicable, its heads of independent control functions, as well as the services and/or investment activities and ancillary services that the branch plans to provide or exercise, the financial instruments to which these services relate, and whether the branch plans to use related agents. The senior management of the branch and its heads of independent control functions must permanently possess the necessary professional integrity and adequate expertise to exercise their functions. Articles 61 and 62 apply by analogy to the appointment of the branch's senior management and, where applicable, its heads of independent control functions. The Bank may oppose the implementation of the project by a reasoned decision based on the adverse repercussions of opening the branch on the organization, financial situation, or supervision of the stockbroking firm. The Bank's decision must be notified to the stockbroking firm by registered letter with acknowledgment of receipt at the latest three months after receiving the complete file including the information provided in the second paragraph. If the Bank has not notified a decision within this period, it is deemed not to oppose the company's project.

Art. 99. When the host State of the branch is a Member State, the Bank, if it has not opposed the implementation of the project in accordance with Article 98, § 1er, fourth or fifth paragraph, communicates to the competent authority of the relevant State within three months of receiving all information required by Article 98, § 1er, second paragraph, the information received under this provision. The Bank communicates to the competent authority of the host Member State detailed information on the investor protection system to which the stockbroking firm is affiliated in accordance with Article 274. In case of modification of this information, the Bank notifies the competent authority of the host Member State. The Bank informs the FSMA within the same period of this communication of information.

Art. 100. When the host state of the branch is not a Member State, the Banque may agree with the competent authority of the third country concerned on the conditions for opening and supervising the branch and on the exchanges of information deemed desirable, where appropriate, in compliance with the provisions of Chapter IV/1, Section 4, of the Act of 22 February 1998.

Art. 101. When a stockbroking firm wishes to use related agents established on the territory of another Member State to provide investment services and/or activities and ancillary services in that Member State, it shall inform the Banque and communicate to it an activity programme, the address for correspondence in the State concerned, the identity of the related agents it intends to use, as well as a description of the intended use of these related agents and the organisational structure in which they are embedded, including the hierarchical lines, including the names of the persons directly responsible for the related agents.

Article 98, § 1, paragraphs 4 and 5 shall apply.

Unless the Banque opposes the implementation of the project, it shall communicate all the information referred to in the first paragraph to the competent authority of the Member State concerned within three months of receipt of the complete file comprising the information referred to in the first paragraph. Related agents shall be subject to the provisions of Title I of Book III of this Act relating to branches.

Art. 102. A stockbroking firm that has opened a branch abroad shall inform the Banque and the competent authorities of the host State, at least one month in advance, of any changes affecting the information communicated pursuant to Article 98, § 1, paragraph 2.

Article 98, § 1, paragraphs 4 and 5, shall apply where appropriate, as shall Article 99, depending on the changes relating to the information referred to in Article 98, § 1, paragraph 2 or to the investor protection system referred to in Article 99, paragraph 2.

The first paragraph shall apply by analogy regarding changes to the information referred to in Article 101, paragraph 1.

Sub-section II. - Exercise of the free provision of investment services abroad

Art. 103. § 1. A stockbroking firm that wishes, without establishing a branch, to provide or exercise for the first time on the territory of another Member State all or part of the services and/or investment activities or ancillary services referred to in Article 3, 2° and 3°, which it is authorised to provide or exercise in Belgium, or that wishes to extend the range of services provided or activities exercised, shall communicate the following information to the Banque:

1° the Member State in which it intends to operate; 2° an activity programme mentioning, in particular, the investment services and/or activities as well as the ancillary services it intends to provide, the financial instruments on which these services relate, and whether it intends to use, on the territory of the Member State, related agents established in Belgium, in which case it shall communicate to the Banque the identity of these related agents.

The Banque may oppose the implementation of the project by a reasoned decision based on the adverse repercussions of the cross-border provision of services on the organisation, financial situation or supervision of the stockbroking firm.

The Banque's decision must be notified to the stockbroking firm by registered letter or with acknowledgement of receipt at the latest within one month of receipt of the complete file comprising the information provided for in the first paragraph. If the Banque has not notified a decision within this period, it shall be deemed not to oppose the firm's project.

§ 2. If the stockbroking firm intends to use related agents established in Belgium to provide investment services and/or activities and ancillary services on the territory of another Member State, it shall communicate the identity of these related agents to the Banque.

The Banque shall communicate this information to the competent authority of the host Member State within one month following receipt of this information.

§ 3. This Article shall apply to the exercise of activities in a third country.

Art. 104. If it has not opposed the implementation of the project in accordance with Article 103, the Banque shall without delay communicate the notification provided for in that Article to the competent authority of the host State concerned.

The Banque shall communicate the notification in question to the FSMA within the same period.

Art. 105. In the event of a change in any of the information communicated in accordance with Article 103, the stockbroking firm shall notify the Banque in writing at least one month before implementing said change.

The Banque shall inform the competent authority of the host Member State and, where appropriate, the FSMA of the change.

Sub-section III. [1 - Provision of services on crypto-assets abroad]1 ---------- (1)<Inserted by L 2025-12-11/13, art. 119, 004; Effective: 03-01-2026>

Art. 105/1. [1 Notwithstanding the procedure provided for in Article 65 of Regulation 2023/1114, Articles 98, paragraph 4 and 103, paragraph 2 of this Act shall apply.]1 ---------- (1)<Inserted by L 2025-12-11/13, art. 120, 004; Effective: 03-01-2026>

CHAPTER VI. - Regulatory standards and obligations

Section I. - Prospective management of own funds and liquidity

Art. 106. § 1. Stockbroking firms must have a policy regarding their own funds and liquidity needs that is appropriate to the activities they are exercising or intend to exercise.

§ 2. For this purpose, the statutory governing body shall define a prospective management policy for the stockbroking firm's own funds and liquidity needs, which identifies and determines the firm's current and future own funds and liquidity needs.

This policy shall take into account the nature, volume and characteristics of the activities exercised by the firm or intended to be exercised, the risks associated therewith and the firm's risk management policy, as well as the risks that the firm may impose on third parties.

§ 3. The policy referred to in paragraph 1 shall be implemented by the persons participating in the effective management, where appropriate the management committee, under the supervision of the statutory governing body. It shall be subject to regular evaluation by the statutory governing body, which shall update it if necessary.

The Banque may specify the frequency and manner of this evaluation, where appropriate, by means of a regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998.

Section II. - Regulatory power of the Banque

Art. 107. Without prejudice to the provisions of Regulation 2019/2033, the Banque may determine by regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998:

a) the standards on solvency, liquidity and risk concentration and other limitation standards to be complied with by all stockbroking firms or by category of stockbroking firms, where these standards are not defined by Regulation 2019/2033; b) the methods for applying the solvency, liquidity and risk concentration standards provided for by Regulation 2019/2033, including the methods for applying the different options offered by these regulations to Member States and to the Banque as competent authority, taking into account the guidelines defined by the European Banking Authority in relation to said regulations and the regulatory technical standards adopted by the European Commission in application of said regulations; c) the evaluation rules applicable to the valuation of assets, liabilities and off-balance sheet items for verifying compliance with solvency, liquidity or risk concentration standards.

The standards referred to in this Article may be of a quantitative or qualitative nature.

Section III. - Provisions applicable to large stockbroking firms

Art. 108. By way of exception to this Chapter, Articles 94 to 105 of the Act of 25 April 2014 shall apply to large stockbroking firms, it being understood that references to the supervisory authority must be read as references to the Banque.

CHAPTER VII. - Periodic information and accounting rules

Art. 109. § 1. Stockbroking firms shall file their annual accounts with the Banque.

The King shall determine, on the advice of the Banque:

1° the rules according to which stockbroking firms keep their accounts, carry out inventory valuations and prepare their annual accounts; 2° the rules to be complied with by stockbroking firms for the preparation, verification and publication of their consolidated accounts, as well as for the preparation and publication of management and control reports relating to these consolidated accounts.

The Banque may, by means of a regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, specify the methods for applying the rules defined by the Royal Decrees referred to in the second paragraph.

§ 2. Stockbroking firms shall periodically communicate a detailed financial position to the Banque. This shall be prepared in accordance with the rules fixed by the Banque, which shall also determine its frequency. The Banque may, furthermore, prescribe the regular transmission of other numerical or descriptive information necessary to verify compliance with the provisions of this Act, the decrees and regulations adopted in implementation thereof or Regulation 2019/2033.

The persons participating in the effective management of the stockbroking firm, where appropriate the management committee, shall declare to the Banque that the periodic statements referred to in the first paragraph which are transmitted by the firm to the Banque at the end of the first half of the financial year and at the end of the financial year, are in accordance with the accounts and inventories. For this purpose, the periodic statements are:

complete; they mention all the data appearing in the accounts and inventories on the basis of which they are prepared, and
correct; they correspond exactly to the accounts and inventories on the basis of which they are prepared.

The persons participating in the effective management, where appropriate the management committee, confirm that they have taken the necessary steps to ensure that the statements referred to in the first paragraph are prepared in accordance with the Banque's instructions, as well as in application of the accounting and valuation rules governing the preparation of the annual accounts, or, for periodic statements that do not relate to the end of the financial year, by application of the accounting and valuation rules that governed the preparation of the annual accounts relating to the last financial year.

§ 3. The members of the statutory governing body shall be jointly and severally liable, both to the firm and to third parties, for all damages and compensation resulting from infringements of the provisions adopted in implementation of paragraph 1, second paragraph.

With regard to infringements to which they have not contributed, the members of the statutory governing body shall be discharged from the liability referred to in the first paragraph only if no fault is attributable to them and if they have reported these infringements, where appropriate, at the first general meeting or at the first meeting of the statutory governing body following the time when they became aware of them.

§ 4. The Banque may, for certain categories of stockbroking firms or in particular cases, authorise derogations from the rules provided for in paragraph 1, second paragraph and paragraph 2, first paragraph.

§ 5. The decrees and regulations provided for in this Article shall be adopted after consultation with the stockbroking firms represented by their professional associations.

§ 6. By way of exception to this Article, Article 106 of the Act of 25 April 2014 shall apply to large stockbroking firms, given that references to the supervisory authority must be read as references to the Banque.

Art. 110. The Banque shall periodically publish, at least four times a year, an overall situation of stockbroking firms according to the rules it adopts after consultation with the stockbroking firms represented by their professional associations.

CHAPTER VIII. - Recovery plans

Section I. - Preparation of recovery plans

Art. 111. § 1. Stockbroking firms referred to in Article 13, § 2 for which no group recovery plan is drawn up shall prepare and keep up to date a recovery plan providing for measures that may be implemented by the firms to restore their financial situation following a significant deterioration thereof. The recovery plan shall also provide for measures that may be taken by the stockbroking firm when the conditions referred to in Article 202, § 1, for the adoption of recovery measures are met.

The stockbroking firms referred to in Article 13, § 2 shall communicate the recovery plan to the Banque.

§ 2. Stockbroking firms for which a group recovery plan is drawn up must prepare an individual recovery plan in accordance with Articles 435, § 1 or § 3 or 436, § 3 of the Act of 25 April 2014 or as referred to in Article 8, paragraphs 2 or 4, of Directive 2014/59/EU if the competent authorities have so provided.

Art. 112. The recovery plan shall envisage different scenarios of serious macro-economic or financial crisis, including events of systemic magnitude, crises specific to the stockbroking firm and, where appropriate, crises involving entities of the group of which the stockbroking firm is a part.

The recovery plan shall not envisage any exceptional financial support from public authorities but shall include, where appropriate, an analysis indicating how and when the stockbroking firm could use central bank facilities. The plan shall list the assets of the stockbroking firm that could be eligible as collateral for this purpose.

Art. 113. § 1. The recovery plan shall comprise a matrix of quantitative and qualitative indicators of a potential deterioration of the stockbroking firm's financial situation, with indication of the times at which the firm examines whether corrective measures provided for in the plan must be implemented.

For this purpose, the recovery plan shall define appropriate procedures for the regular monitoring of the evolution of the indicators referred to in the first paragraph as well as for the examination of corrective measures to be envisaged, including the eventual escalation process to be followed.

§ 2. The stockbroking firm may, when its statutory governing body deems it appropriate in view of the circumstances:

1° take measures under its recovery plan even when the corresponding indicator is not met; 2° refrain from taking a measure under its recovery plan even when the corresponding indicator is met.

The stockbroking firm shall inform the Banque without delay of any decision to take a measure in the framework of the implementation of its recovery plan or to refrain from taking such a measure when the corresponding indicator is met.

§ 3. Without prejudice to the other powers conferred on it by this Act, the Banque may order the stockbroking firm to take one or more corrective measures provided for in its recovery plan if the firm fails to take adequate measures on its own initiative.

Art. 114. The stockbroking firm shall update the recovery plan at least once a year and in any event after any change in its legal or organisational structure, its activities or its financial situation likely to have a significant impact on the plan or requiring it to be modified.

By way of derogation from the first paragraph, stockbroking firms are required to update the recovery plan at least every two years if they have been authorised to benefit from simplified obligations following the analysis carried out by the Banque pursuant to Commission Delegated Regulation (EU) No 2019/348 of 25 October 2018 supplementing Directive 2014/59/EU of the European Parliament and of the Council with regulatory technical standards specifying the criteria to be applied to assess the impact of the failure of an institution on financial markets, on other institutions and on funding conditions.

The Banque may, when circumstances require, require the stockbroking firm to update the recovery plan more frequently than provided for in the preceding paragraphs. The Banque shall in any case require the stockbroking firm to update the recovery plan when the assumptions established in said recovery plan differ from the circumstances that led to the adoption of the measures referred to in Article 202, § 2.

Art. 115. By means of a regulation adopted pursuant to Article 12bis, § 2 of the Act of 22 February 1998, the Banque may specify:

1° the minimum content of the recovery plan;
2° the information to be transmitted by stockbroking firms to the Banque and the frequency with which they are transmitted.

The Banque may require stockbroking firms to keep detailed registers of the financial contracts to which they are parties.

Art. 116. § 1. The Banque may authorise a stockbroking firm to derogate from the obligations provided for by this Section regarding the content of the recovery plan, the frequency of updating the plan or the information to be provided by the stockbroking firm as well as from the period provided for in Article 117, § 2, to the extent that such a derogation is justified with regard to the impact that the failure and liquidation of the stockbroking firm in the context of a liquidation procedure may have on financial markets, on other investment firms or credit institutions, on funding conditions or more generally on the economy. For this purpose, the Banque shall take into account in particular the nature, scope and complexity of the stockbroking firm's activities, the structure of its shareholding, its legal form, its risk profile, its size and its legal status, as well as its interconnection with other investment firms or credit institutions and its impact on the financial system as a whole.

The Banque may at any time withdraw the benefit of a derogation granted in application of the first paragraph. It shall evaluate the necessity and appropriateness of maintaining the derogations granted at least once a year and after a change in the legal or organisational structure, activities or financial situation of the stockbroking firm concerned.

§ 2. The Banque shall inform the EBA of the manner in which it has applied the provisions of this Article.

Section II. - Evaluation of recovery plans

Art. 117. § 1. The recovery plan shall be examined and approved by the statutory governing body of the stockbroking firm before it is submitted to the Banque.

§ 2. The stockbroking firm shall submit its first recovery plan to the Banque within six months from the date of its approval.

Subject to what is provided for in the third paragraph, the stockbroking firm shall submit an updated plan to the Banque within two months following the event giving rise to the obligation to update the plan, it being understood that the Banque may extend this period up to six months.

In the event that the event giving rise to the obligation to update the plan is a change in the stockbroking firm's financial situation likely to have a significant impact on the plan, the firm shall inform the Banque without delay and submit an updated plan within the period communicated to it by the Banque.

§ 3. The Banque shall transmit the recovery plan and each updated plan to the resolution authority.

The resolution authority may, within thirty days of receipt of the plan, formulate recommendations to the Banque regarding the measures provided for in the plan that may have a negative impact on the resolvability of the stockbroking firm.

Art. 118. § 1. Within six months of receiving the recovery plan, the Bank examines this plan and assesses whether it meets the requirements provided for in or under Articles 111 to 116.

To this end, the Bank evaluates in particular whether the recovery plan makes it reasonably possible to expect that:
1° the implementation of the measures provided for in the plan is likely to maintain or restore the viability and financial position of the stockbroking firm or the group of which it is a part, taking into account the preparatory measures the firm has taken or intends to take; 2° the plan and the various options provided for therein are capable of being implemented quickly and effectively in financial crisis situations, avoiding, as far as possible, significant negative effects on the financial system, including in scenarios involving the simultaneous implementation of recovery plans by other institutions.

In its assessment of the recovery plan, the Bank pays particular attention to the adequacy of the capital structure and financing of the stockbroking firm relative to the degree of complexity of its organizational structure and its risk profile.

§ 2. If the Bank considers that the recovery plan has significant shortcomings, or that there are significant obstacles to its implementation, it informs the stockbroking firm and, after giving it the opportunity to express its views, invites it to submit, within two months, a revised plan that remedies these shortcomings or obstacles. The Bank may extend this two-month period by a maximum of one month.

§ 3. If the Bank considers that the revised plan submitted in accordance with paragraph 2 does not effectively remedy the shortcomings or obstacles it has identified, it may instruct the stockbroking firm to make specific modifications to the recovery plan within thirty days of the notification of this finding to the firm.

Art. 119. § 1. If the stockbroking firm does not respond, within the prescribed period, to the invitation referred to in Article 118, § 2, or if the Bank considers that the revised recovery plan submitted in accordance with Article 118, § 2, does not remedy the shortcomings or obstacles it has identified and that it is not possible to remedy them effectively by an instruction given in accordance with Article 118, § 3, the Bank informs the stockbroking firm and requires it to determine, within thirty days, the changes it can make to its activities to remedy these shortcomings or obstacles.

§ 2. If the Bank considers that the changes proposed by the stockbroking firm in application of paragraph 1 do not remedy the shortcomings or obstacles it has identified, it may, without prejudice to other measures provided for in or under this Act, instruct the stockbroking firm to take any measures it deems necessary and proportionate to put an end to these shortcomings or obstacles.

The Bank may in particular instruct the stockbroking firm to:
1° reduce its risk profile, including liquidity risk; 2° enable rapid recapitalization measures; 3° review its strategy and structure; 4° modify its financing strategy to increase the robustness of its core activities and critical functions; 5° modify its governance structure.

The Bank’s decision is notified in writing to the stockbroking firm.

TITLE III. - Supervision of stockbroking firms

CHAPTER I. - Supervision exercised by the Bank and by the FSMA

Art. 120. § 1. The Bank ensures that each stockbroking firm operates in accordance with the provisions of this Act, the decrees and regulations taken in implementation thereof, as well as directly applicable European regulations, without prejudice to the powers conferred on the FSMA under Article 45, § 1, first paragraph, 3°, and § 2, of the Act of 2 August 2002, including regarding the requirements provided for on the basis of Article 72, first paragraph, 1°.

§ 2. In the exercise of its general tasks, the Bank duly takes into account the potential impact of its decisions on the stability of the financial system of all other concerned Member States and of the Union as a whole, particularly in emergency situations, based on the information available at the time.

Art. 121. For the purposes of its mission, the Bank may request any information relating to the organization, functioning, situation, and operations of stockbroking firms, as well as any recording of telephone communications, any electronic communication, or any other computer exchange held by the stockbroking firm.

It may carry out on-site inspections and review and copy, without moving, any information held by the company, for the purpose of:
1° verifying compliance with the legal and regulatory provisions and directly applicable European regulations relating to the status of stockbroking firms, as well as the accuracy and fairness of the accounting and annual accounts as well as the statements and other information transmitted to it by the company; 2° verifying the adequacy of the management structures, the administrative and accounting organization, internal control, and the policy on forward-looking management of capital and liquidity needs of the company; 3° ensuring that the company’s management is sound and prudent and that its situation or operations are not likely to jeopardize its liquidity, profitability, or solvency.

The powers referred to in the first and second paragraphs also cover access to the agendas and minutes of the meetings of the various bodies of the company and its internal committees, as well as to the documents relating thereto and to the results of the internal and/or external evaluation of the functioning of said bodies.

Art. 122. § 1. The Bank may not impose an additional reporting obligation or impose a higher reporting frequency than what is provided for in or under Article 109 unless the information requested does not duplicate, within the meaning of paragraph 2, first paragraph, and:
1° the additional information is required for the purposes of the control and assessment procedure referred to in Article 131; or 2° it considers it necessary to collect information to assess whether the company risks no longer operating in conformity with the provisions of this Act, the decrees and regulations taken for its implementation, Regulation 2019/2033, or, where applicable, Regulation No 575/2013, Regulation No 600/2014, Regulation 2017/565, or Regulation 2017/2402 during the next 12 months.

§ 2. For the application of paragraph 1, Sections II to IV of Chapter II of Title III of Book II and Article 202, § 2, first paragraph, 9°, any information that is substantially identical to information already communicated to the Bank in application of another legal or regulatory provision or capable of being produced by the Bank, or that the Bank can obtain by other means than requiring the stockbroking firm to declare it, is considered to duplicate.

Furthermore, the Bank does not impose the communication of information already received in a different format or at a different level of granularity to the extent that this difference does not prevent the Bank from producing information of the same quality and reliability as that which would be required.

§ 3. By way of exception to this article, Article 234, § 2/2 of the Act of 25 April 2014 applies to large stockbroking firms, given that:
1° references to the supervisory authority must be read as references to the Bank; 2° references to Article 234, § 2, 9° of the Act of 25 April 2014 must be read as references to Article 202, § 2, first paragraph, 9° of this Act.

Art. 123. Within the framework of supervision and in particular inspections, the Bank’s agents are authorized to receive from the directors and employees of the stockbroking firm any information and explanations they deem necessary for the exercise of their tasks and may, for this purpose, require interviews with directors or staff members of the company they designate.

Art. 124. Without prejudice to Article 73, second paragraph, in the event of outsourcing, the Bank may also exercise its inspection powers referred to in Article 121, second paragraph, with regard to the companies to which stockbroking firms resort as service providers (outsourcing) [1 including third-party ICT service providers referred to in Chapter V of Regulation 2022/2554]1 to verify whether the conditions under which these services are provided are not likely to impair the stockbroking firms' compliance with their legal and regulatory obligations. The powers referred to in Articles 123 and 129 may also be exercised by analogy with regard to these service providers.

The competent authorities of another Member State whose stockbroking firms subject to their supervisory powers resort to companies as service providers (outsourcing) located in Belgium may exercise with regard to these service providers the powers provided for in the first paragraph, where applicable through the intermediation of the persons they mandate for this purpose. At their request, the Bank may exercise these powers on behalf of these authorities. ---------- (1)<L 2025-03-25/05, art. 138, 003; En vigueur : 08-05-2025>

Art. 125. Inspection reports and, more generally, all documents emanating from the Bank which it indicates are confidential may not be disclosed by stockbroking firms without the express consent of the Bank.

Failure to comply with this obligation is punishable by the penalties provided for in Article 458 of the Penal Code.

Art. 126. Stockbroking firms are required to inform the FSMA and the Bank without delay when they commence systematic internalizer services within the meaning of Article 3, 58°, or when they cease them.

Art. 127. § 1. The Bank and the FSMA conclude a protocol to ensure effective and coordinated supervision of stockbroking firms. They publish this protocol on their respective websites.

This protocol determines the terms of collaboration between the Bank and the FSMA in all cases where the law provides for an opinion, consultation, information, or any other contact between the two institutions, as well as in cases where consultation between the two institutions is necessary to ensure uniform application of the legislation.

Collaboration between the Bank and the FSMA includes in particular the possibility for the Bank to request the opinion of the FSMA for the assessment of compliance with requirements provided for in or under this Act that fall within the scope of the FSMA’s powers under Article 45, § 1, first paragraph, 3°, and § 2, of the Act of 2 August 2002, notably regarding the adequate consideration by the company of the interest of its clients and market integrity, and regarding the provision by the company to its clients of direct electronic access to a trading platform.

§ 2. The Bank cooperates closely with resolution authorities and consults them when this Act, Regulation 2019/2033, or, where applicable, Regulation No 575/2013 requires, and in particular when drawing up resolution plans.

Art. 128. The Bank is only aware of the relationship between the stockbroking firm and a specific client to the extent required for the supervision of the company.

Art. 129. Without prejudice to the powers available to the competent authorities of the host Member State under legislation adopted to transpose Directive 2019/2034 in that Member State, the Bank may carry out, with Belgian law stockbroking firms’ branches established in another Member State, subject to prior information of the competent authorities of that State, the inspections referred to in Article 121, second paragraph, as well as any inspection to collect or verify on-site information relating to the direction and management of the branch as well as any information likely to facilitate the supervision of the stockbroking firm, particularly in matters of liquidity, solvency, investor protection, administrative and accounting organization, internal control, as well as in matters of limiting concentration risks or, where applicable, large exposures.

It may, for the same purposes, and after having informed the authorities referred to in the first paragraph, appoint an expert, whom it designates, to carry out the useful checks and expertise. The remuneration and expenses of the expert are borne by the company.

It may also request these authorities to carry out the checks and expertise referred to in the first paragraph, which it specifies to them.

CHAPTER II. - Prudential supervision process

Section I. - Prudential control program

Art. 130. § 1. Based on the results of the control and assessment procedure for stockbroking firms conducted in application of Article 131, the Bank establishes its control program on an annual basis. This control program indicates:
1° how the Bank intends to carry out its tasks and allocate its resources; 2° the stockbroking firms that will be subject to enhanced supervision and the measures that will be adopted for this purpose in accordance with paragraph 3; 3° the schedule of on-site controls, including in branches and subsidiaries of companies established in another Member State, respectively in accordance with Articles 129 and/or 157, 171, § 2, and 184.

§ 2. The control program is established for stockbroking firms for which the control and assessment procedure referred to in Article 131 or, where applicable, the results of the stress tests referred to in Articles 133, § 1, 1° and 7°, and 137, have revealed significant risks affecting their financial soundness or failures to comply with the provisions of this Act, the decrees or regulations taken for its implementation, or directly applicable European regulations.

The Bank may, at any time, add to its control program any other stockbroking firm with respect to which it considers that particular monitoring is necessary regarding the company’s compliance with this Act and the decrees and regulations taken in implementation thereof, as well as directly applicable European regulations.

§ 3. The measures referred to in paragraph 1, 2° may in particular consist of:
1° increasing the number or frequency of on-site inspections with a stockbroking firm; 2° carrying out thematic inspections focusing on specific risks; 3° requiring the transmission of additional or more frequent reporting in accordance with Article 122; 4° carrying out additional or more frequent examinations of a stockbroking firm’s operational, strategic, or development plans; 5° imposing the permanent presence of one of its agents within a stockbroking firm.

§ 4. When circumstances require, the Bank adapts the content of its control program as referred to in paragraph 1.

Section II. - Prudential control and assessment procedure

Art. 131. To the extent that this is relevant and necessary taking into account the size, risk profile, and business model of stockbroking firms, the Bank supervises their compliance with the provisions of this Act, the decrees and regulations taken in implementation thereof, and Regulation 2019/2033 according to the procedure specified in this Section. Based on the criteria referred to in Article 133, the Bank evaluates the risks to which stockbroking firms are or may be exposed, the risks highlighted, where applicable, by stress tests carried out in application of Article 137, and the adequacy, relative to said risks, of forward-looking capital and liquidity management as referred to in Article 106.

The Bank determines the frequency and scope of this assessment, taking into account the scale, nature, volume, complexity, and systemic importance, where applicable, of the stockbroking firms’ activities, as well as the principle of proportionality and their compliance with the rules provided for in and under Article 82.

For the purposes of the assessment referred to in the first paragraph, the Bank takes, where applicable, into consideration the subscription of professional liability insurance.

Art. 132. The Bank may adapt the assessment procedure referred to in Article 131 for stockbroking firms with an analogous risk profile due to the similarity of their business models or the geographic location of their risk exposures. This adaptation, which may consist of using risk-oriented benchmark indicators and quantitative indicators, must nevertheless take into account the specific risks to which each stockbroking firm is or may be exposed and the specific characteristics of the company concerned regarding measures imposed in application of Article 138.

Art. 133. § 1. The control and assessment carried out by the Bank in application of Article 131 cover the following aspects:
1° verification of the management of the risks referred to in Article 66; 2° the geographic location of the company’s exposures; 3° the company’s business model; 4° the assessment of systemic risk, taking into account the identification and measurement of systemic risk provided for in Article 23 of Regulation No 1093/2010 or the recommendations of the ESRB; 5° risks threatening the security of the networks and information systems used by the company to ensure the confidentiality, integrity, and availability of its processes, data, and assets; 6° the company’s exposure to interest rate risk inherent in its activities outside the trading book; 7° the organizational arrangement of the stockbroking firm referred to in Article 17 and the capacity of the legal administrative body and persons participating in effective management, where applicable the management committee, to exercise their functions.

§ 2. By way of regulation taken in application of Article 12bis, § 2 of the Act of 22 February 1998, the Bank may specify the quantitative and qualitative criteria it takes into account to evaluate the level of risks and the adequacy of their treatment by stockbroking firms.

Art. 134. The Bank informs the European Banking Authority of its control and assessment procedure referred to in Article 131.

Section III. - Examination of internal approaches and methods

Art. 135. § 1. The Bank regularly examines, and at least every three years, the compliance with Regulation 2019/2033 of internal approaches for the calculation of regulatory capital requirements. It also examines whether stockbroking firms authorized to use these approaches comply with the conditions previously set by the Bank for this use. It takes into account, in particular, the evolution of the company’s activities and the application of these approaches to new products.

§ 2. The Bank verifies and evaluates, in particular, whether companies using internal approaches referred to in paragraph 1 use techniques and practices that are adequately developed and kept up to date.

Art. 136. § 1. When the Bank finds that the internal approach used by a stockbroking firm has material deficiencies in risk perception, it requires the company to take appropriate measures to remedy this situation or mitigate its consequences, and imposes, where applicable, an increase in multiplier coefficients or specific capital requirements in application of Article 138.

§ 2. If numerous breaches, within the meaning of Article 366 of Regulation No 575/2013, indicate that an internal risk model for market risk is not sufficiently accurate, the Bank may revoke the authorization to use this internal model or impose appropriate measures so that this model is quickly improved within a timeframe it determines.

§ 3. When it finds that a stockbroking firm authorized to use an internal approach for the calculation of regulatory capital requirements no longer meets the conditions set for the use of this approach, the Bank requires the company to submit a compliance plan integrating a schedule or that the company demonstrates that the effects of non-compliance are negligible.

The Bank requires the compliance plan to be modified if it considers that its implementation will not lead to compliance with the applicable conditions or if the compliance period presented by the stockbroking firm is inadequate or unrealistic. If the Bank considers that the company will not be able to meet, within the timeframe it deems appropriate, the conditions for using the internal approach, it revokes the authorization to use said internal approach or limits its use to areas for which compliance is ensured, or can be ensured within a timeframe the Bank deems appropriate.

Section IV. - Stress tests

Art. 137. If it deems it necessary with regard to the company's risk profile, the Bank may subject a stockbroking firm to specific prudential stress tests taking into account the particularities of the financial sector in Belgium, in order to facilitate the control and evaluation procedure referred to in Article 131.

Section V. - Prudential measures

Art. 138. The Bank may not impose on a stockbroking firm a specific capital requirement that adds to the requirements required by or under Regulation 2019/2033 or regulations taken in application of Article 107 unless it finds, on the basis of the results of the control and evaluation procedure carried out in application of Article 131 and the examination of internal approaches referred to in Articles 135 and 136, that:
1° the company is exposed to risks or risk elements or poses significant risks to third parties, not covered or insufficiently covered by the capital requirements set out in Part Three or Part Four of Regulation 2019/2033 and regulations taken in application of Article 107; 2° the adjustments relating to the prudent valuation of the trading book are insufficient to allow the stockbroking firm, under normal market conditions, to sell or hedge its positions in the short term without being exposed to significant losses; 3° the examination carried out in application of Article 136, § 3 shows that non-compliance with the conditions laid down for the use of an approved internal approach is likely to result in the company concerned no longer complying with the applicable regulatory capital requirements; 4° on several occasions, the stockbroking firm has not established or maintained a sufficient level of additional capital to cover the additional capital recommendations communicated in accordance with Article 142. In the cases referred to in the first paragraph, the Bank may also impose any other measures provided for in Article 202, § 2.

Art. 139. For the application of Article 138, 1°, risks or risk elements are considered not covered or insufficiently covered by the capital requirements set out in Parts Three and Four of Regulation 2019/2033 only if the amount, categories, distribution and/or quality of the capital necessary to comply with said capital requirements are at a level lower than that which the Bank considers adequate, taking into account the forward-looking capital management referred to in Article 106. For the purpose of assessing the adequate level of capital, the Bank may take into consideration risks or risk elements that are explicitly not taken into account for the calculation of the capital requirements set out in Part Three or Part Four of Regulation 2019/2033.

Art. 140. The Bank sets the level of additional capital required to meet the specific requirement provided for in Article 138 as the difference between the capital that the Bank considers adequate in accordance with Article 139 and the capital resulting from the requirements applicable in accordance with Part Three or Part Four of Regulation 2019/2033.

Art. 141. A stockbroking firm is required to meet the specific additional capital requirement provided for by Article 138 by means of capital meeting the following conditions:
1° the specific capital requirement is met, at least three-quarters of the way, by means of Tier 1 capital; 2° the Tier 1 capital referred to in 1° is constituted, at least three-quarters of the way, of Common Equity Tier 1 capital; 3° this capital is not used to meet the capital requirements set out in Article 11, paragraph 1, points a), b) and c) of Regulation 2019/2033.

Art. 142. In fulfilling its obligation to give reasons, the Bank justifies in writing its decision to impose a specific capital requirement in accordance with Article 138 by communicating a clear report of the complete assessment of the elements referred to in Articles 138 to 141. This document includes, in the case referred to in Article 138, § 1, 4°, a specific statement of the reasons why the level of capital set by the stockbroking firm in application of Article 143, paragraph 1, is no longer considered sufficient.

Art. 143. § 1. The Bank may require a stockbroking firm to have a level of capital that, in accordance with the forward-looking management of capital needs referred to in Article 106, is sufficiently higher than the requirements provided for by Part Three of Regulation 2019/2033 and by this law, including the specific capital requirement referred to in Article 138, in order to ensure that cyclical economic fluctuations do not lead to non-compliance with these requirements or compromise the company's ability to liquidate or cease its activities in an orderly manner. For the purpose of the first paragraph, the Bank takes into account the size, systemic importance, nature, scale and complexity of the activities of stockbroking firms, as well as the principle of proportionality. § 2. The Bank assesses the adequacy of the level of capital set by stockbroking firms in application of paragraph 1. If it deems it necessary, the Bank communicates to the stockbroking firm concerned the recommendations resulting from the assessment referred to in the first paragraph regarding the amount of additional capital that would allow the level of capital determined under paragraph 1 to be reached, as well as the date by which the Bank expects these recommendations to be implemented.

Art. 144. The Bank may not impose specific liquidity requirements unless, on the basis of the controls and examinations carried out in accordance with Articles 131 and 135, it considers that a stockbroking firm, which has not been exempted from the liquidity requirement in accordance with Article 43, paragraph 1 of Regulation 2019/2033, is exposed to significant liquidity risks or liquidity risk elements not covered or insufficiently covered by the liquidity requirement set out in Part Five of Regulation 2019/2033.

Art. 145. For the purposes of Article 144, a liquidity risk or liquidity risk elements are considered not covered or insufficiently covered by the liquidity requirement set out in Part Five of Regulation 2019/2033 if the amount and/or type of liquidity necessary to comply with said liquidity requirement are at a level lower than that which the Bank considers adequate, taking into account the forward-looking liquidity management referred to in Article 106.

Art. 146. The Bank sets the specific level of liquidity required under Article 144 as the difference between the level of liquidity that the Bank considers adequate in accordance with Article 145 and the liquidity requirement applicable under Part Five of Regulation 2019/2033.

Art. 147. Stockbroking firms are required to meet the specific liquidity requirement referred to in Article 144 by means of liquid assets in accordance with Article 43 of Regulation 2019/2033.

Art. 148. In fulfilling its obligation to give reasons, the Bank justifies in writing its decision to impose a specific liquidity requirement in accordance with Article 144, by communicating a clear report of the complete assessment of the elements referred to in Articles 144 to 146.

Art. 149. The Bank notifies the relevant resolution authorities of the specific capital requirements imposed under Article 138 and any adjustments communicated in application of Article 143, § 2, second paragraph, insofar as these requirements or adjustments concern a stockbroking firm referred to in Article 13, § 2.

Art. 150. The Bank may decide to attach a deadline to the measures imposed in application of Articles 138 and 144. The application of these provisions shall not prejudice the application of other provisions of this law, in particular Article 202, and the application of measures provided for by other laws, decrees or regulations.

Art. 151. The Bank informs the European Banking Authority of the method it used to adopt the decisions referred to in Articles 138 to 143.

Section VI. - Provisions applicable to large stockbroking firms

Art. 152. By way of exception to this Chapter, Articles 141 to 154 of the Law of 25 April 2014 are applicable to large stockbroking firms, given that:
1° references to the supervisory authority must be read as references to the Bank; 2° references to Article 234 of the Law of 25 April 2014 must be read as references to Article 202 of this law.

CHAPTER III. - Control of activities carried out in another Member State

Section I. - Definitions

Art. 153. For the purposes of this Chapter, the following shall be understood by:
1° home Member State, the Member State in which an authorization is granted to a stockbroking firm, in casu Belgium; 2° host Member State, a Member State in which a stockbroking firm has a branch or provides investment services and/or carries out investment activities and/or ancillary services, referred to in Article 3, 2° and 3° [1 , or crypto-asset services permitted in accordance with Article 80]1; 3° the Bank, the Bank in its capacity as the competent authority of the home Member State. ---------- (1)<L 2025-12-11/13, art. 121, 004; En vigueur : 03-01-2026>

Section II. - Control of activities

Art. 154. § 1. The control exercised by the Bank in accordance with Title III, Chapter I also covers the activities that stockbroking firms carry out by means of branches or the cross-border provision of services in other Member States, without prejudice to the prerogatives of the competent authorities of the host Member State under the legislation adopted for the transposition of Directive 2019/2034 in that Member State. The control referred to in the first paragraph shall not prejudice consolidated supervision. § 2. In the exercise of its mission, the Bank duly takes into account the potential impact of its decisions on the stability of the financial system of all other concerned Member States and of the Union as a whole, particularly in emergency situations, based on the information available at the time.

Section III. - Exceptional measures

Art. 155. When the competent authorities of another Member State in which a Belgian stockbroking firm has established a branch or carries out investment activities or services or ancillary services, referred to in Article 3, 2° and 3° in the framework of the free provision of services, inform the Bank that this company does not comply with the legal provisions adopted under Directive 2014/56/EU, the Bank shall take or have taken, without delay, any appropriate measures, including those referred to in Articles 202 to 204, to ensure that the situation of non-compliance is remedied. The Bank shall communicate these measures without delay to the competent authority of the host Member State.

Section IV. - Cooperation

Art. 156. § 1. For the purpose of monitoring the activity of companies carried out in other Member States by means of a branch, the Bank shall collaborate closely with the competent authority of the host Member State. The Bank shall communicate to the competent authority of the host Member State:
1° all information relating to the management and shareholding of the stockbroking firms concerned likely to facilitate their supervision and the examination of the conditions of their authorization; 2° all information likely to facilitate their monitoring, particularly in terms of liquidity, solvency, administrative and accounting organization and internal control mechanisms, as well as the limitation of concentration risks or, where applicable, the limitation of large exposures; and 3° all information relating to any other factor likely to influence the risk, where applicable systemic, that these companies represent. § 2. The Bank shall immediately communicate to the competent authority of the host Member State all information and findings relating to any problem or potential risk that a stockbroking firm may pose with regard to the protection of clients or the stability of the financial system in the concerned host Member State. § 3. The Bank shall act on the basis of the information communicated by the competent authorities of the host Member State by taking all necessary measures to prevent or remedy the potential problems and risks referred to in paragraph 2. At the request of the competent authority of the host Member State, the Bank shall communicate and explain in detail how the information and findings provided by the latter have been taken into account. If the Bank opposes the measures to be taken by a competent authority of a host Member State in order to prevent further breaches with a view to protecting the interests of investors and other persons for whom services are provided, or to preserve the stability of the financial system, it may refer the matter to the European Banking Authority in accordance with Article 19 of Regulation No 1093/2010. § 4. Similarly, the Bank may, in accordance with Article 19 of Regulation No 1093/2010, refer the matter to the European Banking Authority in situations where a request for cooperation, in particular for the exchange of information, has been rejected or has not been followed up within a reasonable time. § 5. For the purpose of assessing the condition provided for in Article 23, paragraph 1, first paragraph, point c) of Regulation 2019/2033, the Bank may request the competent authority of the home Member State of a clearing member to provide information relating to the margin model and parameters used for calculating the margin requirement of the company concerned.

Section V. - On-site inspections

Art. 157. § 1 In the case of stockbroking firms that carry out their activity in another Member State by means of a branch, the Bank may, after having informed the competent authority of the host Member State, carry out itself or through an expert it appoints an on-site inspection of the information referred to in Article 156 and inspect such branches. § 2. The Bank may also resort, for the inspection of branches, to one of the other procedures referred to in Article 184. § 3. The Bank shall duly take into account the information and findings obtained from the competent authority of the host Member State in establishing its prudential supervision programme referred to in Article 131, having regard also to the stability of the financial system of the Member States in which branches of the concerned stockbroking firm are established. § 4. On-site inspections and branch inspections by the Bank shall be conducted in accordance with the law of the Member State where the control or inspection takes place.

Section VI. - Provisions applicable to large stockbroking firms

Art. 158. By way of exception to this Chapter, Articles 155 to 162 of the Law of 25 April 2014 are applicable to large stockbroking firms given that:
1° references to the supervisory authority must be read as references to the Bank; 2° references to Articles 57, 134 and 234 of the Law of 25 April 2014 must be read as references to Articles 57, 120 and 202 of this law.

CHAPTER IV. - Group supervision

Section I. - Definitions

Art. 159. § 1. Without prejudice to Article 3 of this Act, for the purpose of consolidated supervision of stockbroking firms that are part of a group comprising at least one credit institution, as provided for in Section II of this Chapter and by the decrees and regulations adopted for its implementation, the following definitions shall apply:

1° credit institution group: a collection of undertakings of which at least one is a credit institution and which consists of a parent undertaking and its subsidiaries, as well as undertakings that form a consortium and undertakings controlled by the latter;

2° the terms supervisory authority, financial undertaking, parent credit institution in a Member State, Belgian parent credit institution, parent credit institution in the EEA, Belgian parent credit institution in the EEA, parent financial undertaking in a Member State, Belgian parent financial undertaking, parent financial undertaking in the EEA, Belgian parent financial undertaking in the EEA, parent mixed financial undertaking in a Member State, Belgian parent mixed financial undertaking, parent mixed financial undertaking in the EEA, Belgian parent mixed financial undertaking in the EEA, parent investment undertaking in a Member State, parent investment undertaking in the EEA, group, and third-country group: the meaning assigned to them by the Act of 25 April 2014;

3° 1 consolidated supervisory authority, a competent authority responsible for exercising consolidated supervision in accordance with Article 111 of Directive 2013/36/EU.]1

§ 2. Without prejudice to Article 3 of this Act, for the purpose of consolidated supervision of stockbroking firms that are part of a group not comprising any credit institution, as provided for in Section III of this Chapter and by the decrees and regulations adopted for its implementation, the following definitions shall apply:

1° investment undertaking group, a collection of undertakings of which at least one is an investment undertaking, which does not comprise a credit institution and which consists of a parent undertaking and its subsidiaries, as well as undertakings that form a consortium and undertakings controlled by the latter;

2° financial undertaking, an undertaking other than a credit institution or investment undertaking, and other than a purely industrial holding company, the main activity of which consists in acquiring participations or exercising one or more of the activities referred to in points 2 to 12 and 15 of the list set out in Article 4 of the Act of 25 April 2014;

3° parent investment undertaking in the Union, a parent investment undertaking in the EEA of an investment undertaking group, i.e., an investment undertaking authorized in a Member State that is part of an investment undertaking group and that has as a subsidiary an investment undertaking or a financial undertaking, or that holds a participation in an investment undertaking or a financial undertaking, and that is not itself a subsidiary of an investment undertaking authorized in a Member State or of an investment holding company or mixed financial company subject to the law of a Member State;

4° Belgian parent investment undertaking in the Union, a Belgian parent investment undertaking in the EEA of an investment undertaking group, i.e., a parent investment undertaking in the Union subject to Belgian law;

5° parent investment holding company in the Union, a parent investment holding company in the EEA of an investment undertaking group, i.e., an investment holding company subject to the law of a Member State that is part of an investment undertaking group and that is not itself a subsidiary of an investment undertaking authorized in a Member State or of an investment holding company or mixed financial company subject to the law of a Member State;

6° Belgian parent investment holding company in the Union, a Belgian parent investment holding company in the EEA of an investment undertaking group, i.e., a parent investment holding company in the Union subject to Belgian law;

7° parent mixed financial company in the Union, a parent mixed financial company in the EEA of an investment undertaking group, i.e., a mixed financial company subject to the law of a Member State that is part of an investment undertaking group and that is not itself a subsidiary of an investment undertaking authorized in a Member State or of an investment holding company or mixed financial company subject to the law of a Member State;

8° Belgian parent mixed financial company in the Union, a Belgian parent mixed financial company in the EEA of an investment undertaking group, i.e., a parent mixed financial company in the Union subject to Belgian law;

9° mixed company, a parent undertaking other than a financial company, a mixed financial company, an investment holding company, a credit institution or an investment undertaking that has among its subsidiaries at least one investment undertaking;

10° group supervisor, a competent authority responsible for the consolidated supervision of parent investment undertakings in the Union and investment undertakings controlled by parent investment holding companies in the Union or by parent mixed financial companies in the Union or for monitoring compliance with the group capitalization test by these entities;

11° undertaking providing ancillary services: an undertaking the main activity of which consists in the holding or management of immovable property, in the management of information technology services or in a similar activity having an ancillary nature with respect to the main activity of one or more investment undertakings;

12° compliance with the group capitalization test, the compliance, by a parent undertaking of an investment undertaking group, with the requirements of Article 8 of Regulation 2019/2033;

13° group, a collection of undertakings that consists of a parent undertaking and its subsidiaries, as well as undertakings that form a consortium and undertakings controlled by the latter;

14° consolidated situation, the situation that, in accordance with Article 7 of Regulation 2019/2033, results from the application of the requirements of that Regulation to a parent investment undertaking in the Union, a parent investment holding company in the Union or a parent mixed financial holding company in the Union as if that undertaking formed, together with all the investment undertakings, financial undertakings, undertakings providing ancillary services and related undertakings of the investment undertaking group, a single investment undertaking; for the purposes of this definition, the terms investment undertaking, financial undertaking, undertaking providing ancillary services and related undertaking also apply to undertakings established in third countries that, if they were established in the Union, would correspond to the definitions of these terms;

15° the terms third-country group, financial conglomerate, investment services sector and the European Insurance and Occupational Pensions Authority: the meaning assigned to them by the Act of 25 April 2014.

§ 3. Without prejudice to Article 3 of this Act, for the purpose of supplementary supervision of conglomerates, as provided for in Section IV of this Chapter and by the decrees and regulations adopted for its implementation, the term financial conglomerate shall have the meaning assigned to it by the Act of 25 April 2014.

(1)<L 2023-12-20/08, art. 83, 002; En vigueur : 25-01-2024>

Section II. - Consolidated supervision of stockbroking firms that are part of a group of credit institutions

Art. 160. § 1. Without prejudice to Article 162, § 3, Belgian stockbroking firms that are part of a group of credit institutions comprising a Belgian credit institution, and having as a parent undertaking:

1° a Belgian parent credit institution; or

2° a parent financial undertaking in a Member State or a parent mixed financial undertaking in a Member State,

are, for their consolidated supervision, subject to the provisions of Book II, Title III, Chapter IV, Section II and Section IV of the Act of 25 April 2014.

§ 2. By way of exception to paragraph 1, Articles 218/1 and 218/2 of the Act of 25 April 2014 apply by analogy to Belgian stockbroking firms that are part of a group of credit institutions from third countries, it being understood that in such a group, a stockbroking firm may not be an intermediate parent undertaking in the EEA except in the cases referred to in Article 218/2, § 3, second paragraph of that same Act.

Art. 161. § 1. For the purpose of applying Article 160, the consolidated supervision of a Belgian stockbroking firm, as referred to in that article, is exercised as follows:

1° if its parent undertaking is a Belgian parent credit institution or a Belgian parent credit institution in the EEA, by the supervisory authority;

2° if its parent undertaking is a parent credit institution in a Member State and/or a parent credit institution in the EEA, by the competent authority of the parent credit institution in the Member State and, where applicable, by the competent authority of the parent credit institution in the EEA;

3° if it is a Belgian parent investment undertaking, holding a single subsidiary credit institution in the EEA, by the competent authority of that credit institution;

4° if it is a Belgian parent investment undertaking, holding several subsidiary credit institutions in the EEA, by the competent supervisory authority of the credit institution with the highest total balance sheet;

5° if its parent undertaking is a parent financial undertaking in a Member State or a parent mixed financial undertaking in a Member State or a parent financial undertaking in the EEA or a parent mixed financial undertaking in the EEA, holding a single subsidiary credit institution in the EEA, by the competent authority of that credit institution;

6° if its parent undertaking is a parent financial undertaking in a Member State or a parent mixed financial undertaking in a Member State or a parent financial undertaking in the EEA or a parent mixed financial undertaking in the EEA, holding several subsidiary credit institutions in the EEA, by the competent supervisory authority of the credit institution with the highest total balance sheet.

Points 1° and 2° apply cumulatively when their respective conditions of application are met.

§ 2. Without prejudice to paragraph 1, 1°, 2°, 5° and 6°, when the Belgian stockbroking firm is subject to consolidated supervision pursuant to Article 18, paragraphs 3 and 6 of Regulation No 575/2013, the consolidated supervision is exercised:

1° by the competent authority of the credit institution if the group comprises a credit institution in the EEA;

2° by the competent authority of the credit institution with the highest total balance sheet if the group comprises several credit institutions in the EEA.

§ 3. By way of derogation from paragraph 1, 4° and 6° and from paragraph 2, when a competent authority exercises individual supervision over more than one credit institution within a group, the consolidated supervisory authority is the competent authority exercising individual supervision over one or more credit institutions within the group when the sum of the total balance sheets of the credit institutions is greater than that of the credit institutions supervised individually by any other competent authority.

§ 4. In specific cases, the supervisory authority and the competent authorities concerned may, by common agreement, with a view to efficient organization of consolidated supervision, derogate from the criteria defined in paragraphs 1 and 2 and entrust another competent authority with exercising consolidated supervision when the application of these criteria would be inappropriate given the credit institutions and stockbroking firms concerned and the relative importance of their activities in the different Member States.

In such cases, the parent credit institution in the EEA, the financial undertaking in the EEA or the mixed financial undertaking in the EEA concerned or the credit institution or stockbroking firm with the highest total balance sheet, where applicable, has the right to be heard before the competent authorities concerned take this decision.

For the application of the first paragraph, the supervisory authority concludes agreements with the competent authorities concerned, where applicable in accordance with the provisions of Article 36/16, § 2, of the Act of 22 February 1998.

The supervisory authority notifies the European Commission and the EBA without delay of any agreement concluded in application of this paragraph.

When the supervisory authority is responsible for consolidated supervision, it informs the financial companies or mixed financial companies concerned or the credit institution or stockbroking firm with the highest total balance sheet.

Section III. - Consolidated supervision and compliance with the group capitalization test of stockbroking firms that are part of an investment undertaking group

Sub-section 1. - Scope

Art. 162. § 1. To the extent and in the manner required by Article 7 of Regulation 2019/2033, by this Section and its implementing decrees and regulations, Belgian stockbroking firms that are part of an investment undertaking group:

1° which are a Belgian parent investment undertaking in the Union, are subject to supervision on the basis of their consolidated situation;

2° having as a parent undertaking a parent investment undertaking in the Union, a parent investment holding company in the Union or a parent mixed financial undertaking in the Union, are subject to supervision on the basis of the consolidated situation of the parent investment undertaking, the parent investment holding company or the parent mixed financial undertaking.

The first paragraph does not apply when the group supervisor authorizes the application of the group capitalization test provided for in Article 8 of Regulation 2019/2033.

§ 2. To the extent and in the manner required by Article 7 of Regulation 2019/2033, by this Section and its implementing decrees and regulations, Belgian investment holding companies and mixed financial companies:

1° which are a Belgian parent investment holding company in the Union or a Belgian parent mixed financial undertaking in the Union, are subject to supervision on the basis of their consolidated situation;

The first paragraph does not apply when the group supervisor authorizes the application of the group capitalization test provided for in Article 8 of Regulation 2019/2033.

§ 3. This Section also applies to any other situation giving rise to the application of Article 7 or 8 of Regulation 2019/2033.

Art. 163. § 1. When Article 7 of Regulation 2019/2033 is applicable, Belgian stockbroking firms qualifying as Belgian parent investment undertakings in the Union and Belgian parent investment holding companies in the Union and Belgian parent mixed financial undertakings in the Union must satisfy, on a consolidated and/or sub-consolidated basis where applicable, Articles 17, 23 to 40, 56 to 59, 66 to 78, 86 and 109, including the provisions of the Annex.

§ 2. The obligations arising from the articles cited in paragraph 1 for third-country subsidiaries do not apply if the stockbroking firms, investment holding companies or mixed financial companies referred to in paragraph 1 can demonstrate to the Bank that their application is illegal under the law of that country.

§ 3. Without prejudice to Article 48 of Regulation 2019/2033, Belgian stockbroking firms qualifying as Belgian parent investment undertakings in the Union publish annually, either in full or by referring to equivalent information published elsewhere, a description of their legal structure and the organizational arrangements applicable at the consolidated level, including the information referred to in Article 14 and in paragraph 1 of this article.

Art. 164. § 1. Without prejudice to the application of Article 7 or 8 of Regulation 2019/2033, any provision of this Section that applies on the basis of the consolidated situation of the Belgian investment holding company or regarding compliance with the group capitalization test also applies at the level of a Belgian mixed financial company insofar as:

1° the investment services sector is the main sector within the financial conglomerate;

2° at least one of the subsidiaries is an investment undertaking;

3° the Bank exercises both consolidated supervision and supplementary supervision of the conglomerate.

For the application of the first paragraph, the importance of the investment services sector is measured in accordance with Article 186, § 3 of the Act of 25 April 2014.

For the application of this paragraph, the Bank, in its capacity as group supervisor, obtains the agreement of the competent authorities responsible for the supervision of the subsidiaries and the group supervisor in the insurance sector.

§ 2. Without prejudice to the application of paragraph 3, when a stockbroking firm at the head of a financial conglomerate or a Belgian mixed financial company is subject to equivalent provisions of this Section that concern, on the one hand, consolidated supervision or compliance with the group capitalization test and, on the other hand, supplementary supervision of conglomerates, and more particularly when these provisions concern risk-based supervision, the Bank may decide to apply to this stockbroking firm or mixed financial company only the relevant provisions concerning supplementary supervision of conglomerates.

§ 3. When a stockbroking firm is part of a financial conglomerate in which the investment services sector is the main sector and over which the Bank exercises both consolidated supervision or control over compliance with the group capitalization test, as well as supplementary supervision of the conglomerate, it may decide, after consultation with the competent authorities concerned, that the following measures apply:

1° as regards the obligations and competences relating to risk-based supervision, as described in Articles 162 and 163, or parts thereof, the group, as defined in Article 164, § 4 of the Act of 25 April 2014, and which constitutes the financial conglomerate, shall, by way of derogation, be taken into account for the relevant scope for consolidated supervision or for control over compliance with the group capitalization test;

2° for compliance with Article 192, insofar as it makes Articles 191 to 194 of the Act of 25 April 2014 applicable to stockbroking firms, group risks arising from intra-group transactions and concentration of risks within the financial conglomerate are treated as a category of additional risks for the purposes of Annex I of that Act. These risks are treated in a sufficiently specific manner, while respecting the guidelines or standards issued by the European Supervisory Authorities, as well as the quantitative and qualitative measures referred to in the aforementioned articles;

3° for compliance with Article 192, insofar as it makes Article 195 of the Act of 25 April 2014 applicable to stockbroking firms, the crisis simulations referred to may be integrated at the level of the financial conglomerate into the crisis simulations that may be carried out on the basis of Article 137.

§ 4. The practical arrangements for the application of paragraph 3 are recorded in writing in a coordination regulation with the competent authorities relevant within the meaning of Article 164, § 3 of the Act of 25 April 2014, within the college constituted in the manner required on the basis of Article 192, insofar as it makes Article 195 of the Act of 25 April 2014 applicable to stockbroking firms.

§ 5. The Bank, in its capacity as group supervisor, informs the EBA and the European Insurance and Occupational Pensions Authority of the agreement obtained pursuant to paragraph 1, third paragraph, of the decision adopted pursuant to paragraph 2, and of the coordination regulation adopted pursuant to paragraph 4.

Sub-section II. - Measures to facilitate consolidated supervision or control over compliance with the group capitalization test

Article 165. § 1. Consolidated supervision or the supervision of compliance with the group capitalisation test for a Belgian stockbroking firm that is part of an investment undertaking group, as referred to in Article 160, shall be exercised as follows:

1° if it is a Belgian parent investment undertaking within the Union, by the National Bank; 2° if its parent undertaking is a parent investment undertaking within the Union, by the competent authority of the parent investment undertaking within the Union; 3° if its parent undertaking is a parent investment holding company within the Union or a parent mixed financial holding company within the Union, not holding other subsidiary investment undertakings within the EEA, by the National Bank; 4° if its parent undertaking is a parent investment holding company within the Union or a parent mixed financial holding company within the Union, holding several subsidiary investment undertakings within the EEA, of which at least one is authorised in the Member State where this parent holding company is established, by the competent authority of that Member State; 5° if its parent undertaking is a Belgian parent investment holding company within the Union or a Belgian parent mixed financial holding company within the Union, holding several subsidiary investment undertakings within the EEA, by the National Bank; 6° if its parent undertaking is a parent investment holding company within the Union or a parent mixed financial holding company within the Union, holding several subsidiary investment undertakings within the EEA, of which none has been authorised in the Member State where this parent holding company is established, by the competent authority of the investment undertaking with the highest total assets; 7° if several investment holding companies or mixed financial holding companies, established in different Member States, are the parent undertaking of investment undertakings authorised in different Member States, including a Belgian stockbroking firm, and there is an investment undertaking in each of said Member States, by the competent authority of the investment undertaking with the highest total assets.

By way of exception to the first paragraph, consolidated supervision or the supervision of compliance with the group capitalisation test for groups of investment undertakings to which a Belgian stockbroking firm belongs shall be exercised by the National Bank in cases where the application of the first paragraph would result in the designation of the FSMA as the group supervisor.

§ 2. The National Bank and the competent authorities concerned may, by common agreement, with a view to effective organisation of consolidated supervision or the supervision of compliance with the group capitalisation test, derogate from the criteria defined in the first paragraph, points 4° to 7°, and entrust another competent authority with exercising consolidated supervision or the supervision of compliance with the group capitalisation test when the application of these criteria would be inappropriate given the investment undertakings concerned and the relative importance of their activities in the different Member States.

In such cases, the parent investment holding company within the Union or the parent mixed financial holding company within the Union concerned, or the investment undertaking with the highest total assets, as the case may be, has the right to be heard before the competent authorities concerned take this decision.

The National Bank notifies the European Commission and the EBA of any decision taken in application of this paragraph.

Article 166. § 1. The National Bank, when designated as the group supervisor in application of Article 165, may, where appropriate, establish supervisory colleges to facilitate consolidated supervision or the supervision of compliance with the group capitalisation test, in particular the exercise of the tasks referred to in this Article and in Article 47 of Directive 2019/2034, and to ensure coordination and cooperation with the supervisory authorities of third countries concerned, in particular when this is necessary for the purposes of applying Article 23, paragraph 1, first subparagraph, point c) and paragraph 2 of Regulation No 2019/2033 to exchange and update information useful on the margin model with the supervisory authorities of eligible central counterparties.

In accordance with Article 21 of Regulation No 1093/2010, the EBA participates in the meetings of the supervisory colleges.

Within the supervisory colleges, the National Bank, in its capacity as group supervisor, exercises, together with the competent authorities concerned and the EBA, the following tasks:

1° they exchange information among themselves and with the EBA, in accordance with Article 21 of Regulation No 1093/2010 and with the European Securities and Markets Authority in accordance with Article 21 of Regulation No 1095/2010; 2° they seek agreement on the voluntary delegation of tasks and responsibilities between competent authorities, where appropriate; 3° they strengthen the effectiveness of supervision by avoiding unnecessary duplication of requirements for supervisory purposes; 4° they coordinate information requests:
a) when this is necessary to facilitate consolidated supervision in accordance with Article 7 of Regulation No 2019/2033; and b) when several competent authorities of investment undertakings belonging to the same group must request information relating to the margin model and the parameters used to calculate the margin requirement for the investment undertakings concerned, either from the competent authority of the Member State of origin of a clearing member, or from the competent authority of the eligible central counterparty.

§ 2. The National Bank, in its capacity as group supervisor, may, where appropriate, establish supervisory colleges when subsidiaries of a group of investment undertakings headed by a parent investment undertaking within the Union, a parent investment holding company within the Union, or a parent mixed financial holding company within the Union are located in third countries.

§ 3. The establishment and functioning of supervisory colleges shall be formalised by written agreements.

§ 4. The following authorities are members of the supervisory college:

1° the National Bank;
2° the competent authorities responsible for the supervision of subsidiaries of a group of investment undertakings headed by a parent investment undertaking within the Union, a parent investment holding company within the Union, or a parent mixed financial holding company within the Union; 3° where applicable, third-country supervisory authorities, subject to the condition that they are subject to professional secrecy requirements which, in the opinion of all the competent authorities concerned, are equivalent to the requirements laid down in Title IV, Chapter 1, Section 2 of Directive 2019/2034.

§ 5. The National Bank, in its capacity as group supervisor, chairs the meetings of the supervisory college and adopts decisions. It informs all members of the college in advance of the organisation of meetings, the main issues to be addressed, and the activities to be examined. It also informs all members of the college fully and in a timely manner of the decisions adopted at these meetings or the actions taken.

§ 6. When adopting decisions in application of paragraph 5, the National Bank, in its capacity as group supervisor, takes into account the relevance of the supervisory activity to be planned or coordinated by the authorities referred to in paragraph 4.

§ 7. In the event of disagreement with a decision adopted by the National Bank, in its capacity as group supervisor, on the functioning of the supervisory colleges, the National Bank may refer the matter to the EBA and request its assistance, in accordance with Article 19 of Regulation No 1093/2010.

Article 167. The National Bank, in its capacity as the competent authority responsible for the supervision of Belgian subsidiaries of a group of investment undertakings headed by a parent investment undertaking within the Union, a parent investment holding company within the Union, or a parent mixed financial holding company within the Union, participates in the supervisory colleges established by the group supervisor.

In the event of disagreement by the National Bank, in its capacity referred to in the first paragraph, with a decision taken by the group supervisor on the functioning of the supervisory colleges, it may refer the matter to the EBA and request its assistance in accordance with Article 19 of Regulation No 1093/2010.

Article 168. § 1. The National Bank communicates to the authorities referred to in Article 166, § 4, and, where applicable, to the group supervisor, all relevant information necessary, including:

1° the description of the legal structure of the group of investment undertakings and its governance structure, including its organisational structure, encompassing all regulated and unregulated entities, unregulated subsidiaries, and parent companies, and the indication of the competent authorities to which the regulated entities of the group of investment undertakings belong; 2° the procedures governing the collection of information from the investment undertakings of a group of investment undertakings, as well as the procedures for verifying this information; 3° any negative developments experienced by the investment undertakings or other entities of a group of investment undertakings that could seriously affect these investment undertakings; 4° all significant sanctions and exceptional measures decided by the competent authorities in accordance with national provisions transposing Directive 2019/2034; 5° the imposition of a specific own-funds requirement by the competent authorities in application of national provisions transposing Article 39 of Directive 2019/2034.

§ 2. The supervisory authority may refer the matter to the EBA in accordance with Article 19, paragraph 1 of Regulation No 1093/2010 in the following cases:

1° a competent authority has not communicated the relevant information without unjustified delay, in application of national provisions transposing Article 49, paragraph 1 of Directive 2019/2034; 2° a request for cooperation, in particular for the exchange of relevant information, has been rejected or has not been honoured within a reasonable time.

Article 169. The National Bank consults the authorities referred to in Article 166, § 4, and, where applicable, the group supervisor, before taking a decision that may be of importance for the supervisory tasks of these competent authorities, on the following points:

1° changes affecting the shareholding structure, organisational structure, or management of the investment undertakings that are part of a group of investment undertakings, and requiring the approval or authorisation of the competent authorities; 2° significant sanctions and exceptional measures decided by the competent authorities with regard to the investment undertakings, and 3° specific own-funds requirements imposed in application of national transposition of Article 39 of Directive 2019/2034.

The National Bank, in its capacity as the competent authority responsible for the supervision of Belgian subsidiaries of a group of investment undertakings headed by a parent investment undertaking within the Union, a parent investment holding company within the Union, or a parent mixed financial holding company within the Union, must always consult the group supervisor when it intends to take a decision such as referred to in the first paragraph, point 2°.

By way of derogation from the first paragraph, the National Bank may nevertheless decide not to consult other competent authorities in case of urgency or when such consultation could compromise the effectiveness of its decisions. In this case, it informs the other competent authorities concerned without delay of its decision not to consult them.

Article 170. § 1. When a Belgian stockbroking firm, a Belgian investment holding company, a Belgian mixed financial holding company, or a Belgian mixed company is the parent undertaking of one or more entities that are insurance undertakings or other entities providing investment services subject to authorisation, the National Bank collaborates closely with the authorities entrusted with the public mission of supervising insurance undertakings or other entities providing investment services. Without prejudice to their respective competences, the National Bank may request or provide these authorities with any information likely to facilitate the exercise of their respective tasks and to enable the supervision of the activity and financial situation of all entities subject to their supervision.

§ 2. When the National Bank is designated as the group supervisor in application of Article 165 of a group comprising a parent mixed financial holding company, and the National Bank is not designated as the coordinator in accordance with Article 10 of Directive 2002/87/EC, the National Bank and the coordinator cooperate for the purposes of applying this Act and Regulation No 2019/2033 on a consolidated basis or for the purposes of applying the group capitalisation test. With a view to enabling effective cooperation, the National Bank, in its capacity as group supervisor, and the coordinator put in place written coordination and cooperation agreements.

Sub-section III. - Other cases of application

Article 171. § 1. If a mixed company has one or more subsidiaries that are Belgian stockbroking firms, the National Bank may request all data and information it deems useful for the exercise of its supervision of these stockbroking firms from the mixed company, either directly from the mixed company or through the aforementioned subsidiaries. In the latter case, the mixed company remains, together with the reporting stockbroking firm, responsible for the correctness and timely communication of the information provided.

If the mixed company referred to in the first paragraph is an entity under Belgian law, it must have adequate administrative and accounting organisation and internal control, in order to guarantee that the information and details provided are correct and comply with applicable rules.

§ 2. The National Bank may conduct on-site checks of the data and information provided in application of paragraph 1.

If the mixed company or one of its subsidiaries is established in a Member State other than Belgium, the on-site check of the information shall be carried out in accordance with the procedure set out in Article 184. If this mixed company or one of its subsidiaries is an insurance undertaking, the procedure set out in Article 170 may also be applied.

When the mixed company or one of its subsidiaries is established outside the European Economic Area, the implementation details of the provisions of paragraph 1 shall be established in agreements concluded between the National Bank and the foreign supervisory authorities concerned, where applicable in accordance with Article 36/16, § 2 of the Act of 22 February 1998.

§ 3. The supervisory authority may have the correctness and completeness of the information and details communicated in application of paragraph 1 verified:

1° when the reporting entity is a Belgian company, by the approved auditor of that entity; 2° when the reporting entity is established outside Belgium, by the approved auditor of the Belgian stockbroking firm that the mixed company has as a subsidiary.

With regard to information and details emanating from mixed companies and their subsidiaries, the right referred to in Article 211 of the Act of 25 April 2014 applies by analogy to approved auditors.

§ 4. The stockbroking firms referred to in paragraph 1 must have risk management processes, as well as adequate internal control mechanisms, including sound information and accounting procedures, in order to appropriately detect, measure, monitor, and control transactions carried out with their parent mixed company and its subsidiaries. These transactions are subject to supervision by the National Bank.

Article 172. A Belgian stockbroking firm that forms a consortium with one or more other entities is subject to consolidated supervision that applies to all entities in the consortium as well as to their subsidiaries. The provisions applicable to the stockbroking firms referred to in Article 162, § 1, point 2° shall apply in this case.

Sub-section IV. - Parent undertakings, in particular investment holding companies and mixed financial holding companies

Article 173. § 1. The National Bank may, where appropriate by means of regulations adopted in application of Article 12bis, § 2 of the Act of 22 February 1998, specify the practical arrangements for consolidated supervision and the supervision of compliance with the group capitalisation test, as set out in this Section.

§ 2. With a view to consolidated supervision and supervision of compliance with the group capitalisation test being as effective as possible, the National Bank may authorise individual derogations from the provisions of this Section, as well as, where appropriate, from regulations adopted in application of Article 12bis, § 2 of the Act of 22 February 1998, provided that they remain in conformity with the relevant provisions thereof of Directive 2019/2034.

Article 174. Consolidated supervision and the supervision of compliance with the group capitalisation test do not entail the exercise of individual supervision on an investment holding company or a mixed financial holding company, nor on any other entity included within the scope of these supervisions.

Consolidated supervision and the supervision of compliance with the group capitalisation test do not further prejudice the individual supervision of any regulated entity that falls within the scope of consolidated supervision or the supervision of compliance with the group capitalisation test. However, the implications of consolidated supervision or the supervision of compliance with the group capitalisation test may be taken into account in determining the content and modalities of the individual supervision of investment undertakings.

Article 175. § 1. When the National Bank is designated as the group supervisor in application of Article 165 on a stockbroking firm referred to in Article 162, § 1, Belgian parent undertakings referred to in that Article are responsible for compliance with the obligations relating respectively to consolidated supervision or the supervision of compliance with the group capitalisation test.

In the exercise of the coordination and supervision incumbent upon them as parent entities of the consolidated group or of the entities subject to the supervision of compliance with the group capitalisation test, the parent undertakings referred to in the first paragraph issue guidelines for the entities that are part of the consolidated group or subject to the supervision of compliance with the group capitalisation test, with a view to complying with the obligations arising from consolidated supervision or the supervision of compliance with the group capitalisation test. These guidelines cannot be contrary to the Code of Companies and Associations and its implementing decrees and cannot prejudice the supervision exercised on an individual basis on the investment undertakings that are part of the consolidated group or subject to the supervision of compliance with the group capitalisation test.

§ 2. When the National Bank is designated as the group supervisor in application of Article 165 on a Belgian stockbroking firm whose parent undertaking is an investment holding company or a mixed financial holding company established outside Belgium, this stockbroking firm and its parent undertaking are responsible for compliance with the obligations relating respectively to consolidated supervision or the supervision of compliance with the group capitalisation test.

The stockbroking firm must obtain the cooperation of the parent undertaking referred to in order to put in place an adequate management structure that contributes to the fact that consolidated supervision or the supervision of compliance with the group capitalisation test can be exercised in the most effective manner possible, and ensures that the influence of the parent undertaking is not contrary to the Code of Companies and Associations and its implementing decrees and does not prejudice the individual supervision applicable to the stockbroking firm or the consolidated supervision or the supervision of compliance with the group capitalisation test.

§ 3. In the internal governance memorandum required under Article 17, it must be established, with regard to the consolidated level or the group capitalisation test, how the principles set out in paragraphs 1 and 2 are satisfied.

§ 4. In the cases referred to in paragraph 1, the responsible parent undertakings concerned provide, in accordance with Article 106, § 1, and § 2, first subparagraph, the required reporting as well as, at the request of the National Bank, any additional information useful for the exercise of consolidated supervision or the supervision of compliance with the group capitalisation test. Article 106, § 3 applies by analogy.

§ 5. When the National Bank is designated as the group supervisor in application of Article 165 in cases other than those referred to in paragraphs 1 and 2, it may specify on a case-by-case basis how the principles referred to in paragraphs 1 to 4 apply by analogy.

§ 6. For the application of paragraphs 1, 2, and 5, the National Bank consults, where necessary, the other competent authorities.

Article 176. When another competent authority than the National Bank exercises consolidated supervision or the supervision of compliance with the group capitalisation test on a group of which a Belgian stockbroking firm is part, it is incumbent upon this stockbroking firm to verify that the influence of its parent undertaking is not contrary to the Code of Companies and Associations and its implementing decrees and does not prejudice the individual supervision to which this stockbroking firm is subject.

[Art. 177]. When a competent authority of another Member State exercises consolidated supervision or the group capitalization test on a group of which a stockbroking firm, which is a subsidiary of an investment holding company or a mixed financial company under Belgian law, is a part, the Bank verifies, when requested by that competent authority, how it can provide its cooperation for the application of measures that would exist in the Member State of the competent authority with a view to the inclusion of financial companies and mixed financial companies in the consolidated supervision or the group capitalization test.

[Art. 178]. § 1. The persons participating in the effective management, and where applicable the management committee, of the parent undertakings referred to in Article 162 under Belgian law, included in the consolidated supervision or the group capitalization test exercised by the Bank, declare that the reports referred to in Article 175, § 4 are in accordance with the accounts and inventories. To this end, it is required that the statements be complete, i.e., that they mention all the data appearing in the accounts and inventories on the basis of which they are drawn up, and that they be correct, i.e., that they correspond exactly with the accounts and inventories on the basis of which they are drawn up. The persons participating in the effective management, and where applicable the management committee, confirm having taken the necessary steps to ensure that the aforementioned statements are drawn up in accordance with the current instructions, as well as by applying the accounting and valuation rules governing the preparation of consolidated accounts, or, for statements that do not relate to the end of the financial year, by applying the accounting and valuation rules that governed the preparation of the consolidated accounts for the last financial year. § 2. Article 59, § 2 applies by analogy to the persons participating in the effective management, and where applicable the management committee, of the parent undertakings referred to in paragraph 1 with regard to the measures set out in Article 17 concerning the consolidated group or the group capitalization test.

[Art. 179]. The provisions of Article 209 of the Law of 25 April 2014 apply by analogy with regard to the stockbroking firms referred to in Article 162, § 1, 1°, respectively for the consolidated supervision and the group capitalization test to which the stockbroking firms are subject.

[Art. 180]. § 1. The provisions of Article 210 of the Law of 25 April 2014 apply by analogy with regard to the investment holding companies and mixed financial companies referred to in Article 162, § 1, 2° and included in the consolidated supervision or the group capitalization test exercised by the Bank.

[Art. 181]. The statutory auditors appointed at stockbroking firms, investment holding companies, or mixed financial companies under Belgian law in accordance with Articles 179 and 180 have, for the exercise of their mission as referred to in those articles, access to and may review all documents and records emanating from the subsidiaries included in the consolidated statement or in the group capitalization test. The provisions of Article 35 of the Law of 22 February 1998 apply with regard to the information of which they have taken cognizance in execution of the first paragraph.

[Art. 182]. Without prejudice to the principle set out in Article 174, first paragraph, and when the consolidated supervision or the group capitalization test is exercised by the Bank, the following articles of this law apply by analogy to the investment holding company or the mixed financial company under Belgian law: [2] articles 14 to 16, 21, 22, 45 to 54, 60 to 62, 63, §§ 1 to 4, § 5, first paragraph, and §§ 6 to 9, 64, 78, 95, 202, § 1, and 204, § 1, 1° to 5° [2] [1] , and § 8/1 [1] , and, with regard to the consolidated supervision or the group capitalization test, also Article 163, § 3. In addition, Article 62 applies by analogy to any investment holding company or any mixed financial company referred to in the first paragraph when the independent control functions referred to in Article 31 have been established within the financial company or the mixed financial company for the purpose of satisfying Article 163, § 1. ---------- (1) L 2023-12-20/08, art. 84, 002; En vigueur : 25-01-2024 (2) L 2025-03-25/05, art. 139, 003; En vigueur : 08-05-2025

[Sub-section V.] - Supervisory measures

[Art. 183]. § 1. Without prejudice to the periodic reporting applicable, the Bank must have access, in its direct or indirect contacts with the stockbroking firms, investment holding companies, and mixed financial companies concerned, their subsidiaries, and all other companies included in the consolidated group or included in the group capitalization test, to any information useful for the exercise, as the case may be, of its consolidated supervision or the group capitalization test. The companies that control, exclusively or jointly with others, a stockbroking firm under Belgian law, as well as the subsidiaries of these companies, are required, if these companies and their subsidiaries do not fall within the scope of the consolidated supervision or the group capitalization test, to communicate to the Bank and to other competent authorities the information and details useful for the exercise of the supervision of this stockbroking firm. § 2. The Bank may require that the information referred to in paragraph 1 concerning companies subject to the law of a Member State other than Belgium be communicated to it by the stockbroking firm, the investment holding company, or the mixed financial company subject to Belgian law.

[Art. 184]. § 1. The Bank may carry out on-the-spot verification of compliance with the obligations covered by this Section, as well as of the correctness and completeness of the information and details communicated, in the companies referred to in Articles 170 and 183, § 1, in mixed companies and their subsidiaries, and in companies providing auxiliary services. It may, at the expense of these companies, appoint statutory auditors or experts approved by it for this purpose to carry out these verifications. § 2. When the companies referred to in paragraph 1 are subject to the law of another Member State, the Bank requests the competent authority of that Member State to carry out this supervision. The Bank carries out this supervision itself if it has received authorization from the competent authority of that Member State. When the latter wishes to carry out this supervision itself, or appoints an approved auditor or an expert for this purpose, the Bank may, if it wishes, be associated with it. § 3. When the companies referred to in paragraph 1 are subject to the law of a third country, the conditions for on-the-spot verification are governed by cooperation agreements concluded by the Bank with the foreign authorities concerned or by the European Commission with the foreign authorities concerned, in accordance with the provisions of Article 56 of Directive 2019/2034.

[Art. 185]. Without being able to raise objections based on private law, notably regarding confidentiality commitments or the nature of their links, the companies included in the consolidated supervision or the group capitalization test, and the mixed financial companies and their subsidiaries, mutually communicate the information and details useful for the consolidated supervision or the group capitalization test.

[Art. 186]. § 1. When a parent company and one or more of its subsidiaries that are stockbroking firms are subject to the law of different Member States, the Bank and other competent authorities exchange all relevant information capable of enabling or facilitating the exercise of consolidated supervision or the group capitalization test. The collection, exchange, or holding of information by the Bank and competent authorities to facilitate consolidated supervision or the group capitalization test with regard to the companies cited in Article 184 does not mean that the Bank exercises a supervisory function over these companies individually. § 2. When the Bank, in the case of a Belgian parent company, does not itself exercise consolidated supervision or the group capitalization test in application of Article 165, it may be invited by the competent authorities responsible for exercising this supervision to request any relevant information from the parent company for the exercise of this supervision, and to transmit it to them. § 3. When, in application of Article 165, the Bank exercises consolidated supervision or the group capitalization test and the parent company is subject to the law of a Member State other than Belgium, the Bank may invite the competent authority of that Member State to request any relevant information from this parent company for the exercise of this supervision, and to transmit it to it. § 4. When the Bank, for the individual supervision of a stockbroking firm, wishes to obtain information that has already been communicated to another competent authority acting as the group supervisor, it addresses itself, as far as possible, to the authority in question to obtain this information. § 5. When the Bank, in its capacity as group supervisor, needs information that has already been communicated to another competent authority, it addresses itself, if possible, to that authority in order to avoid duplication of communications to other authorities associated with the supervision.

[Art. 187]. § 1. Stockbroking firms, investment holding companies, mixed financial companies and their subsidiaries, as well as mixed companies and their subsidiaries under Belgian law, communicate to another supervisory authority the information and details that it deems useful for the exercise of consolidated supervision or the group capitalization test of which it is in charge, either directly or indirectly. When it is a competent authority, the first paragraph applies within the framework of its supervision as defined in accordance with European legislation. When this authority is subject to the law of a third country and the obligation to inform arises from cooperation agreements concluded by the Bank with the foreign authority concerned, the first paragraph applies by analogy. § 2. Within the framework of their consolidated supervision or their supplementary supervision of conglomerates, supervisory authorities are empowered to carry out on-the-spot checks in the companies referred to in Article 183 § 1 subject to Belgian law, to verify the information and details they have received, or may appoint approved statutory auditors or approved experts to do so, under the following conditions:
1° when it is a competent authority, the provisions of Article 184, § 2 apply by analogy; 2° when this authority is subject to the law of a third country, the provisions of Article 184, § 3 apply by analogy.

[Art. 188]. The Bank, in its capacity as group supervisor, draws up lists respectively of investment holding companies and mixed financial companies included in the consolidated supervision or the group capitalization test exercised by it.

[Sub-section VI.] - Parent undertakings from third countries

[Art. 189]. § 1. When a stockbroking firm under Belgian law belongs to a group of third-country investment firms, which holds several subsidiaries in the EEA, of which at least two are approved as investment firms, the stockbroking firm must meet one of the following conditions:
1° the stockbroking firm is held by an intermediate parent undertaking in the EEA; 2° it is a stockbroking firm referred to in Article 13, § 2 which is itself an intermediate parent undertaking in the EEA; 3° the stockbroking firm belongs to a group of third-country investment firms whose total value of assets in the EEA is less than 40 billion euros. § 2. For the application of this article, the total value of assets in the EEA of a group of third-country investment firms is the sum of the following:
1° the total value of assets of each investment firm in the EEA forming part of the third-country group, as shown in the consolidated balance sheet or, in its absence, in the individual balance sheets; and 2° the total value of assets of each branch of the third-country group that has received approval in a Member State in accordance with Regulation No 600/2014 or Directive 2014/65/EU.

[Art. 190]. § 1. Each stockbroking firm referred to in Article 189, § 1, 1° must be held by an intermediate parent undertaking in the EEA, holding all the subsidiaries in the EEA of the group of third-country investment firms that are approved as investment firms.
Each stockbroking firm referred to in Article 189, § 1, 2° holds all the subsidiaries in the EEA of the group of third-country investment firms that are approved as investment firms.
§ 2. Without prejudice to Article 218/1 of the Law of 25 April 2014, the intermediate parent undertaking in the EEA referred to in Article 189, § 1, 1° must be an investment firm that is approved in accordance with Article 4 or the legislation of another Member State, and which is subject to Directive 2014/59/EU. § 3. The Bank notifies the EBA of the following information concerning any group of third-country investment firms operating in Belgium:
1° the name and total value of assets of Belgian investment firms belonging to such a group; 2° the name of the investment firms having a branch approved in Belgium in accordance with this law, the Law of 25 October 2016, or Regulation No 600/2014, and the total value of their assets in Belgium as well as the activities authorized under their approval; 3° the name and legal status of control of the intermediate parent undertakings in the EEA under Belgian law with regard to the criteria of paragraph 2, as well as the name under which the group of third-country investment firms to which they belong presents itself.

[Art. 191]. § 1. Without prejudice to Articles 189 and 190, stockbroking firms under Belgian law whose parent company is a parent investment firm, an investment holding company, or a mixed financial company having its registered office in a third country and having as a subsidiary at least one other investment firm subject to the law of a Member State, and which are not already subject to or do not yet fall within the scope of consolidated supervision or the group capitalization test, in accordance with this Section, exercised by the Bank or by another competent authority, are subject to the assessment referred to in this article. § 2. The Bank verifies whether the stockbroking firms referred to in paragraph 1 are included in the scope of supervision exercised by a third-country authority, equivalent to consolidated supervision or the group capitalization test in accordance with the provisions of this Section and the first part of Regulation 2019/2033. § 3. If, on the basis of an application by analogy of the provisions of Article 46 of Directive 2019/2034, another competent authority other than the Bank was designated as the group supervisor, the verification referred to in paragraph 2 must be carried out by this other competent authority. § 4. If the procedure provided for in paragraphs 2 and 3 leads to the conclusion of a lack of equivalence and if the Bank is the competent authority that would have been designated as the group supervisor by application by analogy of the provisions of Article 170, it applies, after consultation with the other competent authorities concerned, to the stockbroking firms under Belgian law concerned an adequate supervision method, which must achieve the objectives of Article 7 or 8 of Regulation 2019/2034. The Bank may in particular require that stockbroking firms under Belgian law and any other regulated companies subject to the law of a Member State be included in a group headed by an investment holding company or a mixed financial company subject to the law of a Member State, and apply Article 7 or 8 of Regulation 2019/2034. The Bank notifies the other competent authorities concerned, the European Commission, and the EBA of any decision taken in application of the first and second paragraphs.

[Section IV.] - Supplementary supervision of conglomerates

[Art. 192]. § 1. The provisions of Book II, Title III, Chapter IV, Section III and Section IV of the Law of 25 April 2014 are, with regard to the supplementary supervision of conglomerates, applicable by analogy to stockbroking firms under Belgian law forming part of a group of investment firms:
1° which are at the head of a financial conglomerate; or 2° whose parent company is a mixed financial company in a Member State.
§ 2. The stockbroking firms referred to in paragraph 1, 1° and 2°, which form part of a group of credit institutions, are, for their supplementary supervision of conglomerates, subject to the provisions of Book II, Title III, Chapter IV, Section III and Section IV of the Law of 25 April 2014.

[Section V.] - Provisions applicable to large stockbroking firms

[Art. 193]. By exception to this Chapter, all the provisions of Book II, Title III, Chapter IV of the Law of 25 April 2014 [1] , with the exception of Articles 212/1 to 212/11 of that law, apply by analogy to large stockbroking firms, it being understood that references to the supervisory authority must be read as references to the Bank. ---------- (1) L 2023-12-20/08, art. 85, 002; En vigueur : 25-01-2024

[CHAPTER V.] - On revised audit

[Art. 194]. The mission of statutory auditor provided for by the Code of Companies and Associations may not be entrusted, in stockbroking firms under Belgian law, to one or more auditors or one or more audit firms approved by the Bank in accordance with Article 222 of the Law of 25 April 2014.
In stockbroking firms that are not required to have a statutory auditor in application of said Code, the general meeting of partners appoints one or more auditors or one or more audit firms approved as provided for in the first paragraph. These exercise the mission and bear the title of statutory auditor. The provisions of the Code of Companies and Associations relating to statutory auditors of public limited companies apply to the appointment and mission of statutory auditor exercised in these companies. Stockbroking firms may appoint alternate statutory auditors who exercise the mission of statutory auditor in the event of a long-term impediment of their holder. The provisions of this article and of Article 195 apply to these alternates. The approved statutory auditors appointed in accordance with this article certify the annual consolidated accounts of the stockbroking firm.

[Art. 195]. Approved audit firms exercise the mission of statutory auditor provided for in Article 194 through an approved auditor they designate in accordance with Article 3:60 of the Code of Companies and Associations. The provisions of this law and of the decrees taken for its implementation relating to the appointment, mission, obligations, and prohibitions of statutory auditors as well as to the sanctions, other than criminal, applicable to them apply simultaneously to approved audit firms and to the approved auditors who represent them. An approved audit firm may appoint an alternate representative among its members meeting the conditions to be appointed.

[Art. 196]. The appointment of approved statutory auditors and alternate approved statutory auditors at stockbroking firms is subject to the prior agreement of the Bank. This agreement must be obtained by the corporate body making the proposal for appointment. In the event of the appointment of an approved audit firm, the agreement covers both the firm and its representative. The same agreement is required for the renewal of the mandate. When, by virtue of the law, the appointment of the statutory auditor is made by the President of the enterprise court or the court of appeal, they make their choice from a list of approved auditors on which the Bank has given its agreement.

Art. 198. The Bank may, at any time, revoke, by a reasoned decision based on reasons related to their status or the exercise of their mission as an approved auditor or approved audit firm, as provided for by or pursuant to this law, the approval granted, in accordance with Article 196, to an approved auditor, an alternate approved auditor, an approved audit firm, or a representative or alternate representative of such a firm. This revocation terminates the auditor's mission.

In the event of the resignation of an approved auditor, the Bank and the stockbroking firm must be informed in advance, as well as of the reasons for the resignation.

The approval regulation referred to in Article 222, first paragraph, of the Law of 25 April 2014 shall, for the remainder, regulate the procedure.

In the absence of an alternate approved auditor or an alternate representative of an approved firm, the stockbroking firm or the approved audit firm shall, respecting Article 196, provide for replacement within two months.

The proposal for the revocation of the mandates of approved auditors in stockbroking firms, as regulated by Articles 3:66 and 3:67 of the Companies and Associations Code, is submitted to the opinion of the Bank. This opinion is communicated to the general meeting.

Art. 199.§ 1. Approved auditors collaborate in the control exercised by the Bank, under their personal and exclusive responsibility and in accordance with this article, the professional rules, and the instructions of the Bank. To this end:

1° they evaluate the internal control measures adopted by stockbroking firms in accordance with Article 17, § 1, 2°, and by application of Articles 17, § 1, 9°, 38, and 73, and they communicate their conclusions on this matter to the Bank;

2° they report to the Bank on:

a) the results of the limited review of the periodic statements transmitted by stockbroking firms to the Bank at the end of the first half of the financial year, confirming that they are not aware of any facts that would appear to indicate that these periodic statements have not, in all materially significant respects, been prepared in accordance with the Bank's current instructions. They further confirm that the periodic statements finalized at the end of the half-year are, with regard to accounting data, in all materially significant respects, consistent with the accounting records and inventories, in the sense that they are complete, i.e., that they mention all data appearing in the accounting records and inventories on the basis of which they are prepared, and that they are correct, i.e., that they correspond exactly with the accounting records and inventories on the basis of which they are prepared; they also confirm that they are not aware of any facts that would appear to indicate that the periodic statements finalized at the end of the half-year have not been prepared by applying the accounting and valuation rules that governed the preparation of the annual accounts for the last financial year; the Bank may specify which periodic statements are concerned in this case;

b) the results of the audit of the periodic statements transmitted by stockbroking firms to the Bank at the end of the financial year, confirming that these periodic statements have, in all materially significant respects, been prepared in accordance with the Bank's current instructions. They further confirm that the periodic statements finalized at the end of the financial year are, with regard to accounting data, in all materially significant respects, consistent with the accounting records and inventories, in the sense that they are complete, i.e., that they mention all data appearing in the accounting records and inventories on the basis of which they are prepared, and that they are correct, i.e., that they correspond exactly with the accounting records and inventories on the basis of which they are prepared; they also confirm that the periodic statements finalized at the end of the financial year have been prepared by applying the accounting and valuation rules governing the preparation of the annual accounts; the Bank may specify which periodic statements are concerned in this case;

3° they provide the Bank, at its request, with special reports on the organization, activities, and financial structure of the stockbroking firm, the costs of which are borne by the firm in question;

4° within the framework of their mission with the stockbroking firm or an audit mission with an enterprise having a close link with this stockbroking firm, they voluntarily report to the Bank as soon as they observe:

a) decisions, facts, or developments that influence or may significantly influence the situation of the stockbroking firm from a financial perspective or from the perspective of its administrative and accounting organization or internal control;

b) decisions or facts that may constitute violations of the Companies and Associations Code, the statutes, this law, and the decrees and regulations adopted for its implementation [1 or European regulations]1;

c) other decisions or facts that are likely to lead to the refusal or reservations regarding the certification of accounts;

5° they report to the Bank at least once a year on the adequacy of the measures taken by stockbroking firms to preserve client assets in application of Articles 69, 70, and 82, and of implementing measures taken by the King pursuant to said provisions;

6° they transmit to the Bank each year a statement specifying whether they have (or have not) observed specific mechanisms within the meaning of Article 17, § 2.

In accordance with the procedures provided for in Article 127, the Bank makes available to the FSMA the information referred to in 5° of the first paragraph so as to enable it to exercise the powers referred to in Article 45, § 1, 3°, and § 2 of the Law of 2 August 2002.

No civil, criminal, or disciplinary action may be brought, nor any professional sanction imposed, against approved auditors who have acted in good faith to provide information referred to in 4° of the first paragraph.

Approved auditors communicate to stockbroking firms the reports they address to the Bank in accordance with the first paragraph, 3°. The reports referred to in this article, the communication of which has been made to the stockbroking firm, may not be communicated to third parties by the latter without the prior agreement of the Bank and, this, under the conditions fixed by the latter. Any communication made in violation of this paragraph is punishable by the penalties provided for in Article 458 of the Penal Code. Approved auditors transmit to the Bank copies of the communications they address to the stockbroking firm that concern matters of a nature to be of interest to its control.

Approved auditors and approved audit firms may carry out the verifications and expertises relevant to their mission at the foreign branches of the company they control.

They may be charged by the Bank, if necessary at the request of the European Central Bank in its capacity as monetary authority, to confirm that the information that stockbroking firms are required to communicate to these authorities is complete, correct, and prepared in accordance with the applicable rules.

§ 2. By way of exception to paragraph 1, Article 225 of the Law of 25 April 2014 applies to large stockbroking firms given that:

1° the references made to the supervisory authority must be read as references to the Bank;

2° the references made to Articles 65, 65/1, 66, 74/1, and 138 of the Law of 25 April 2014 must be read as references to Articles 69, 70, 82, and 120 of this law.

(1)<L 2025-03-25/05, art. 140, 003; En vigueur : 08-05-2025>

Art. 200. The Bank cancels, by a decision notified by registered letter with acknowledgment of receipt, the approval of stockbroking firms that have not commenced their activities within twelve months of the approval, that expressly renounce the approval, that have been declared bankrupt, or that have ceased to exercise their activities for more than 6 months.

The decision of cancellation and its reasons are notified by the Bank to the European Securities and Markets Authority.

CHAPITRE II. - Referral to the insolvency court

Art. 201. When the Bank considers that the conditions set out in Article XX.99 of the Code of Economic Law are met in the case of a stockbroking firm referred to in Article 13, § 1, the Bank may, by way of derogation from Article XX.100 of the Code of Economic Law, of its own motion refer the matter to the insolvency court by way of citation.

TITRE V. - Recovery measures

CHAPITRE Ier. - Compulsory measures

Art. 202.§ 1. When the Bank finds that a stockbroking firm is not operating in conformity with the following provisions or when it has elements indicating that this firm risks no longer operating in conformity with these provisions during the next 12 months:

1° the provisions of this law or of decrees or regulations adopted for its implementation;

2° the provisions of Regulation 2019/2033, Regulation No 575/2013, Regulation No 600/2014 [1 , of Regulation 2017/565, of Regulation 2022/2554]1 or [1 Articles 5 to 9 and 18 to 27 of Regulation 2017/2402]1;

3° the provisions of delegated acts adopted pursuant to the provisions referred to in 2° or pursuant to European directives transposed by this law; or

4° the provisions of implementing acts adopted pursuant to the provisions referred to in 2°, pursuant to European directives transposed by this law, or pursuant to the delegated acts referred to in 3°,

the Bank sets the deadline within which this situation must be remedied.

§ 2. As long as the situation referred to in paragraph 1 has not been remedied by the stockbroking firm, the Bank may, at any time:

1° without prejudice to Article 138, impose more stringent or supplementary capital requirements than those provided for by or pursuant to Article 11 of Regulation 2019/2033, or regulations adopted in application of Article 107, when a stockbroking firm does not satisfy the requirements provided for in Articles 17 and 106 and it is unlikely that other supervisory measures will ensure compliance with these requirements within an appropriate timeframe;

2° impose the application of specific rules for valuation or adjustment for the purposes of the capital requirements provided for by or pursuant to Article 11 of Regulation 2019/2033, or by regulations adopted in application of Article 107;

3° impose the total or partial retention of distributable profits;

4° limit or prohibit any distribution of dividends or any payment, including interest, to shareholders or holders of additional tier 1 capital instruments, to the extent that the suspension of payments resulting therefrom does not give rise to the conditions for opening a liquidation procedure under the provisions of Book XX of the Code of Economic Law;

5° impose limiting variable remuneration to a percentage of profit;

6° without prejudice to Article 144, impose more stringent specific liquidity requirements than those defined by or pursuant to Regulation 2019/2033, or regulations adopted in application of Article 107, when a stockbroking firm does not satisfy the requirements provided for in Articles 17 and 106 and it is unlikely that other supervisory measures will ensure compliance with these requirements within an appropriate timeframe;

7° impose that the firm reduce the risk inherent in certain activities or products or in its organization, including outsourced activities, if necessary by imposing the sale of all or part of its activities or network;

8° impose standards on risk concentration or exposure limitations more stringent than those defined by or pursuant to Regulation 2019/2033 or regulations adopted in application of Article 107;

9° , provided that the information requested does not duplicate the meaning of Article 122, § 2, impose an additional reporting obligation or impose a higher reporting frequency than what is provided for by or pursuant to Article 109 or Regulation 2019/2033, particularly regarding risks, capital, or liquidity positions;

10° impose the publication of more complete and frequent information than that provided for by or pursuant to Article 86, or Regulation 2019/2033;

11° impose the measures referred to in Article 119, § 2, second paragraph, 3° and 5°;

12° require the firm to draw up a plan to negotiate the restructuring of its debts, if necessary in accordance with the recovery plan;

13° require the firm to reduce the risks threatening the security of the networks and information systems it uses in order to guarantee the confidentiality, integrity, and availability of its processes, data, and assets.

By way of exception to 1°, 2°, 6°, 8°, 9°, 10°, and 13° of this paragraph, Article 234, §§ 2, 1°, 2°, 6°, 8°, 9°, and 10°, 2/1, and 2/2 of the Law of 25 April 2014 applies to large stockbroking firms, it being understood that the references made to the supervisory authority must be read as references to the Bank.

§ 3. When the Bank considers that the measures taken by the firm within the deadline set in application of paragraph 1 to remedy the observed situation are satisfactory, it lifts, under the conditions it determines, all or part of the measures decided in application of paragraph 2.

§ 4. The Bank informs the European Banking Authority of the method used to justify the finding that a firm risks, during the next 12 months, no longer operating in conformity with the provisions referred to in paragraph 1, as well as, for stockbroking firms that do not qualify as large stockbroking firms, the method used to adopt the decisions referred to in paragraph 2.

§ 5. The Bank notifies without delay to the resolution authority that it has been determined that the conditions set out in paragraph 1 were met regarding a stockbroking firm referred to in Article 13, § 2.

(1)<L 2025-03-25/05, art. 141, 003; En vigueur : 08-05-2025>

CHAPITRE II. - Implementation of the recovery plan

Art. 203. As long as a firm referred to in Article 13, § 2 has not remedied the situation referred to in Article 202, § 1, and without prejudice to the measures referred to in paragraph 2 of that article, the Bank may at any time, and under the conditions it determines, require that this firm implement all or part of the recovery plan referred to in Article 111.

CHAPITRE III. - Exceptional recovery measures

Art. 204. § 1. Without prejudice to other provisions provided for by this Act, when the Bank finds that a stockbroking firm does not comply or ceases to comply with measures adopted in application of Article 202, § 2, or that at the end of the period fixed in application of Article 202, § 1, the situation has not been remedied, it may:

1° appoint a special commissioner.
In this case, the written authorization, general or special, of the special commissioner is required for all acts and decisions of all bodies of the company, including the general meeting, and for those of the persons in charge of management; the Bank may, however, limit the scope of operations subject to authorization. The special commissioner may submit to the deliberation of all bodies of the company, including the general meeting, any proposal he deems appropriate. The members of the administrative and management bodies and the persons in charge of management who perform acts or take decisions without having obtained the required authorization from the special commissioner are jointly liable for the damage resulting therefrom for the company or third parties. If the Bank has published the appointment of the special commissioner in the Belgian Monitor and specified the acts and decisions subject to his authorization, the acts and decisions taken without this authorization when it was required are null and void, unless the special commissioner ratifies them. Under the same conditions, any decision of the general meeting taken without having obtained the required authorization from the special commissioner is null and void, unless the special commissioner ratifies it. The remuneration of the special commissioner is fixed by the Bank and borne by the company. The Bank may appoint an alternate special commissioner;

2° order the replacement of all or part of the members of the legal administrative body, the persons participating in effective management, and, where applicable, the members of the management committee of the stockbroking firm, within a period it fixes, and, in the absence of such replacement within this period, dismiss one or more members of the legal administrative body or one or more persons participating in effective management, and, where applicable, one or more members of the management committee of the stockbroking firm, or substitute one or more provisional administrators for part or all of the administrative and management bodies of the company, who have, alone or collectively depending on the case, the powers of the replaced persons. The Bank publishes its decision in the Belgian Monitor. When circumstances justify it, the Bank may appoint one or more provisional administrators without first issuing an order to replace all or part of the company's management. With the authorization of the Bank, the provisional administrator(s) may convene a general meeting and establish its agenda. The functions, in particular the mandate as a member of the legal administrative body or, where applicable, as a member of the management committee, of the replaced persons terminate upon notification of the Bank's decision substituting one or more provisional administrators. The stockbroking firm carries out the publicity formalities required by the termination of the mandates concerned. The Bank may, while respecting the provisions of European Union law, derogate from the reporting obligations provided for by or under this Act with regard to the stockbroking firm subject to a measure of appointment of one or more provisional administrators. The remuneration of the provisional administrator(s) is fixed by the Bank and borne by the company concerned. The Bank may, at any time, replace the provisional administrator(s), either ex officio or at the request of a majority of shareholders or partners when they justify that the management of the interested parties no longer offers the necessary guarantees;

3° order the company to convene, within the period it fixes, a general meeting of shareholders, for which it establishes the agenda;

4° suspend, for the duration it determines, the direct or indirect exercise of all or part of the company's activity or prohibit this exercise; this suspension may, to the extent determined by the Bank, imply the total or partial suspension of the execution of contracts in progress.
The members of the legal administrative body, the persons participating in effective management, and, where applicable, the members of the management committee, who perform acts or take decisions in violation of the suspension or prohibition are jointly liable for the damage resulting therefrom for the company or third parties. If the Bank has published the suspension or prohibition in the Belgian Monitor, the acts and decisions taken in contravention thereof are null and void;

5° order a stockbroking firm to transfer shareholder rights it holds in accordance with Article 10 of Regulation 2019/2033 or Articles 89 and 90 of Regulation No 575/2013. In this case, Article 54, paragraph 2, is applicable;

6° order the company to transfer all or part of its activity or network. In this case, Articles 92, paragraph 1, 4°, and 93 are applicable if the transfer takes place between stockbroking firms or between such a company and other financial institutions;

7° revoke the authorization. However, the Bank may not revoke the authorization when the breach by a large stockbroking firm consists solely of the failure to comply with the requirements provided for in Articles 92bis or 92ter of Regulation No 575/2013. The decision of revocation and its grounds are notified by the Bank to the European Securities and Markets Authority.

[1] In addition and without prejudice to Article XX.1 of the Code of Economic Law, the appointment of a special commissioner or a provisional administrator, whatever its designation, with a stockbroking firm falls within the exclusive competence of the Bank.[1]

§ 2. Notwithstanding the conditions for the application of paragraph 1, in cases of extreme urgency or when the seriousness of the facts justifies it, the Bank may adopt the measures referred to in said paragraph 1 without a period being previously fixed.

§ 3. The decisions of the Bank referred to in paragraph 1 take effect with regard to the company from their notification to it by registered letter with acknowledgment of receipt and, with regard to third parties, from their publication in accordance with the provisions of paragraph 1.

§ 4. The Bank may also adopt the measures referred to in this article in the case where a stockbroking firm has obtained authorization by means of false declarations or by any other irregular means.

§ 5. When the measures referred to in this article are adopted for non-compliance with the obligations provided for by this Act with a view to transposing Directive 2014/65/EU, the Bank publishes the adoption of these measures in accordance with Article 71 of that Directive.

§ 6. Article 202, §§ 1 and 2, as well as paragraph 1, 1°, 2°, 4° and 7° and paragraphs 2 and 3 of this article are applicable in the case where the Bank has knowledge that a stockbroking firm has set up a particular mechanism within the meaning of Article 17, § 2.

§ 7. Article 202, § 1, as well as paragraph 1, 2°, 3°, 4° and 7° and paragraphs 2 and 3 of this article are applicable in cases where the Bank finds that a stockbroking firm does not operate in conformity with:
1° the provisions of Title II of Regulation No 648/2012 or Articles 4 and 15 of Regulation 2015/2365; 2° the provisions of delegated acts adopted pursuant to the provisions referred to in 1°; or 3° the provisions of implementing acts adopted pursuant to the provisions referred to in 1° or pursuant to the delegated acts referred to in 2°.

§ 8. In the event of a serious and systematic infringement of the rules referred to in Article 45, § 1, paragraph 1, 3° or § 2 of the Act of 2 August 2002, the Bank may revoke the authorization, where applicable, upon request of the FSMA according to the procedure and modalities fixed by Article 36bis of that same Act.

[1] § 8/1. In cases where the Bank finds that a person who exercises or has exercised a function referred to in Article 15, § 1, paragraph 1, no longer satisfies the legal requirement of professional integrity necessary or adequate expertise, the Bank may impose a prohibition on this person from exercising functions in stockbroking firms, provided that this prohibition may not exceed a duration of five years. The Bank may supplement a prohibition decision adopted pursuant to paragraph 1 with a prohibition to exercise functions in other establishments referred to in Article 36/2, § 1 of the Act of 22 February 1998. Prohibition decisions taken pursuant to paragraphs 1 and 2 specify the nature of the prohibited functions. Prohibition decisions taken pursuant to paragraphs 1 and 2 are notified to the person concerned and to the stockbroking firm within which this person concerned exercised a function referred to in Article 15, § 1, paragraph 1. The Bank informs the FSMA of these decisions.[1]

§ 9. The court of the enterprise pronounces, at the request of any interested party, the nullities provided for in paragraph 1, 1° and 4°.
The action for nullity is brought against the company. If serious grounds justify it, the applicant for nullity may request in summary proceedings the provisional suspension of the challenged acts or decisions. The suspension order and the judgment pronouncing the nullity produce their effects with regard to all. In the event that the suspended or annulled act or decision has been published, the suspension order and the judgment pronouncing the nullity are published in extract in the same forms. When the nullity is of a nature to affect the acquired rights in good faith by a third party with regard to the company, the court may declare the nullity without effect with regard to these rights, without prejudice to the right of the applicant to damages if appropriate. The action for nullity can no longer be brought after the expiration of a period of six months from the date on which the acts or decisions taken are enforceable against the person invoking the nullity or are known to him. ---------- (1) L 2023-12-20/08, art. 86, 002; En vigueur : 25-01-2024

Art. 205. § 1. The special commissioner and the provisional administrator(s) referred to in Article 204, § 1 contribute to the exercise of the legal mission of the Bank, on its behalf. Within the framework of this mission,

they act exclusively within the framework of the purpose provided for in Article 1, § 2;
they follow the instructions of the Bank regarding the manner of carrying out the particular mission entrusted to them;
they are subject to the same obligations regarding professional secrecy as those applicable to the Bank with regard to the control mission provided for by this Act, the use of legal exceptions being subject to prior authorization of the Bank;
they make, at the request of the Bank, according to the modalities it determines, a report on the financial situation of the company and on the measures taken within the framework of their mission, as well as on the financial situation at the beginning and at the end of this mission.

§ 2. Their quality as auxiliary of the Bank specified in paragraph 1 implies that they cannot, as such, be considered as an administrative authority.
The substitution of all the administrative and management bodies of the stockbroking firm by the provisional administrators carried out in application of Article 204, § 1, 2° does not imply that the latter must be considered as administrators or members of the legal administrative body within the meaning of the Code of Companies and Associations but only that they benefit from the powers of the replaced persons, in particular for the purpose of performing the acts allowing the stockbroking firm to satisfy its legal and regulatory obligations, in particular those provided for by or under the Code of Companies and Associations. As such, they are not subject to a decision or a vote on discharge as provided for by the Code of Companies and Associations but answer for their mission exclusively with regard to the Bank which gives them discharge if appropriate.

Art. 206. § 1. The Bank informs the FSMA of the measures taken in accordance with Articles 200 to 204 and keeps the FSMA informed of the follow-up given to appeals lodged against these measures.
It also informs the competent authorities of stockbroking firms from other Member States in which a Belgian stockbroking firm has established branches, exercises investment activities or provides investment services or ancillary services, referred to in Article 3, 2° and 3°, under the regime of free provision of services.

§ 2. The Bank also informs the resolution authority of the measures taken with regard to the stockbroking firms referred to in Article 13, § 2 in application of Articles 202 to 204 as well as of the finding of the occurrence of the circumstances referred to in Articles 202, § 1 and 204, § 1 likely to give rise to the application of the measures provided for in these provisions.

§ 3. The resolution authority has the power, on the basis of the information referred to in paragraph 2, to require the stockbroking firm concerned to contact potential purchasers in order to prepare the resolution of the stockbroking firm in accordance with the conditions set out in Article 257, § 1 of the Act of 25 April 2014.

§ 4. The Bank also informs the European Banking Authority of the measures imposed in application of Articles 202 to 204, of any appeal against these measures and of the result of this appeal.

Art. 207. Stockbroking firms whose authorization has been cancelled or revoked in accordance with Articles 200 and 204 remain subject to the provisions of Union law directly applicable to them, to the provisions of this Act and to the various standards taken in execution thereof:
1° until the liquidation of the commitments of the company resulting from funds and financial instruments due to clients or the restitution thereof; and 2° until the liquidation of all their other commitments on financial markets, unless the Bank dispenses them from certain provisions.
This article is not applicable in the case of cancellation of the authorization of a stockbroking firm declared bankrupt.

CHAPTER IV. - Publication and information

Art. 208. § 1. Without prejudice to Article 204, § 1, 1°, 2° and 4° and § 5, the Bank proceeds, without unjustified delay and after having previously informed the company concerned, to the publication on its website of the measures taken in accordance with Articles 203 and 204 when it considers that this publication is necessary and proportionate. The publication referred to in paragraph 1 includes information on the type and nature of the infringement as well as on the identification of the company against which the measure is taken. When the measure has been subject to an appeal, the Bank also publishes on its website information on the progress and result of the appeal.

§ 2. The Bank proceeds to the publication referred to in paragraph 1 anonymously when:
1° the publication would compromise an ongoing criminal investigation or the stability of financial markets; 2° the publication would cause disproportionate damage to the stockbroking firms or the natural persons involved.

§ 3. The Bank ensures that any information published in application of paragraph 1 remains on its website for at least five years. Personal data may only be kept on the Bank's website if the rules applicable in matters of data protection allow it.

BOOK III. - OF FOREIGN STOCKBROKING FIRMS

TITLE I. - Preliminary provision

Art. 209. For the purposes of this Book, "foreign stockbroking firms" means foreign law companies, whether under the law of a Member State or a third country, which are, in accordance with the law to which they are subject, authorized to provide the services and activities referred to in Article 2 in their home State.

TITLE II. - Of the branches in Belgium of stockbroking firms subject to the law of another Member State

Art. 210. The provisions of this Title are without prejudice to the application of Articles 11 of the Act of 25 October 2016.

CHAPTER I. - Of access to activity in Belgium

Art. 211. § 1. In accordance with Article 10 of the Act of 25 October 2016, foreign stockbroking firms subject to the law of another Member State, which are authorized under their national law to provide, in their home State, investment services and/or to exercise investment activities and to provide ancillary services may, by way of establishment of a branch, commence these activities as soon as the Bank has notified them, by registered letter with acknowledgment of receipt, their registration as a branch of a foreign stockbroking firm from another Member State. This notification must be made at the latest two months after the competent authority of the Member State of origin of the foreign stockbroking firm has communicated the information file required by the provisions of European Union law in this matter. In the absence of notification within the fixed period, the stockbroking firm may, however, open the branch and commence the activities referred to in paragraph 1 subject to notice given to the authority serving as the contact point for Belgium. Ancillary services may only be provided in Belgium jointly with an investment service and/or an investment activity.

§ 2. The Bank communicates to the FSMA the elements of the information file that are relevant for the control of compliance with rules falling within its competence.

§ 3. Paragraphs 1 and 2 apply by analogy to foreign stockbroking firms subject to the law of another Member State wishing to use linked agents established in Belgium to provide investment services and/or exercise investment activities and propose ancillary services. For the purposes of Articles 212, 213, 216, 217, 221 and 222, these linked agents are assimilated to a branch of the foreign stockbroking firm, it being understood that when the foreign stockbroking firm has established a branch in Belgium, the linked agents established in Belgium to which it wishes to resort are assimilated to this branch for the application of Article 221.

CHAPTER II. - Of the exercise of activity

Art. 212. Without prejudice to the rules provided for by and under the Act of 2 August 2002 and without prejudice to other provisions that confer powers on the Bank, Article 68 is applicable with regard to the branches referred to in Article 211 concerning transactions carried out by the branches.

CHAPTER III. - Periodic information and accounting rules

Art. 213. The stockbroking firms referred to in Article 211 transmit to the Bank, in the forms and according to the periodicity determined by it, periodic reports relating to the operations carried out in Belgium by their branches established there. The provisions of Article 109, § 2 apply by analogy.
These reports may only be used for statistical purposes or to allow the Bank to exercise its control missions referred to in this Title.

Art. 214. The King determines, on the advice of the Bank, the rules according to which the branches referred to in Article 211:
1° keep their accounts and carry out inventory valuations; 2° draw up annual accounts; 3° publish annual accounting information relating to their operations.

CHAPTER IV. - Of the control of branches

Section 1. - The Bank as the authority of the host Member State

Art. 215. The branches referred to in Article 211 are subject to the control of the Bank for the purposes provided for in Articles 212, 213 and 214 to the extent that the matters covered by these provisions fall within the competence of the Bank. Articles 120, 121, 123, 125 and 128 are applicable to this extent.

Art. 216. In order to ensure the supervision of the activity of companies subject to the law of another Member State operating, in particular by means of a branch, in Belgium or in other Member States, the Bank collaborates closely with the competent authorities of the other Member States concerned.
To this end, the Bank communicates, insofar as it has it:
1° all information relating to the management and shareholding of these companies likely to facilitate their supervision and the examination of the conditions of their authorization; 2° all information likely to facilitate their monitoring, in particular in matters of liquidity, solvency, investor protection system, administrative and accounting organization and internal control mechanisms, as well as limitation of concentration risks or, where applicable, limitation of significant risks; and 3° all information relating to any other factor likely to influence the risk, where applicable systemic, represented by the company.

Art. 217. The Bank, in its capacity as the competent authority of the host Member State, may request the competent authority of the home Member State to communicate and explain how the information and findings provided in application of Article 216 have been taken into consideration.

When, following the communication of information and findings, the Bank considers that the competent authority of the home Member State has not taken appropriate measures, it may, after having informed the European Securities and Markets Authority, the European Banking Authority and the competent authority of the home Member State, without prejudice to the possibility for the latter to refer the matter to the European Banking Authority in application of Article 19 of Regulation No 1093/2010, take appropriate measures to prevent further infringements in order to protect the interest of investors or other persons to whom services are provided or to preserve the stability of the financial system.

Section II. - Of significant branches

Art. 218. Articles 317, paragraph 3, 322 and 323 of the Law of 25 April 2014 are applicable to large foreign stockbroking firms subject to the law of another Member State, it being understood that references made to the supervisory authority must be read as references to the Bank.

Section III. - Of on-site supervision

Art. 219. With information provided to the Bank, the competent authority of the home Member State is empowered, where appropriate through persons it mandates, to carry out on-site checks and inspections at the branches referred to in Article 211 in order to collect or verify information relating to the management and administration of the branch as well as any information likely to facilitate the supervision of the stockbroking firm, particularly in matters of liquidity, solvency, the investor protection system, administrative and accounting organization and internal control as well as the limitation of concentration risks or, where appropriate, the limitation of large exposures.

The Bank may accept, at the request of the competent authority of the home Member State of the stockbroking firm, to carry out inspections at these branches for the purpose of assisting that authority, covering both the matters referred to in paragraph 1 and those referred to in Article 215. The costs incurred by these inspections and verifications are borne by the requesting authority.

Art. 220. With consultation of the competent authority of the home Member State, the Bank may carry out, on a case-by-case basis, on-site checks and inspections of the activities carried out by the branches referred to in Article 211 and require them to provide information on its activities for supervisory purposes, when it deems it relevant for the stability of the financial system in Belgium. After these checks and inspections, the Bank communicates to the competent authority of the home Member State the information obtained and the findings established that are relevant for the assessment of the risks of the company concerned or for the stability of the Belgian financial system.

Art. 221. § 1. When the branches referred to in Article 211 are authorized to receive funds and/or financial instruments from clients in the context of the investment activities they carry out and/or the investment services or ancillary services they provide in Belgium, the managers of these branches designate, for renewable terms of three years, one or more approved auditors or one or more approved audit firms by the Bank.

Articles 196 and 197, paragraphs 1 to 4 are applicable to these auditors and firms. The revocation of the functions of approved auditors and approved audit firms is subject to the prior opinion of the Bank.

§ 2. The approved auditors or audit firms designated in accordance with paragraph 1 collaborate in the supervision exercised by the Bank, under their personal and exclusive responsibility and in accordance with this paragraph, with the rules of the profession and the instructions of the Bank. To this end:
1° they may be charged by the Bank, with or without the request of the European Central Bank, to confirm, likewise, the information that the branches are required to communicate to these authorities, notably by application of Article 213; 2° they provide the Bank, at its request, notably with a view to collaboration with the competent authority of the home Member State, special reports on the organization, activities and financial structure of the branches in the areas of competence of the Bank with regard to them; 3° they report to the Bank on their own initiative in the areas of competence of the Bank as well as with a view to collaboration with the competent authority of the home Member State, as soon as they identify decisions or facts that may constitute violations of the provisions of this law and the decrees and regulations adopted for its implementation or of other laws and regulations applicable to their activity in Belgium insofar as the matters covered by these provisions fall within the competence of the Bank; 4° they report to the Bank, at the Bank's request, when it is seized by another Belgian authority of violations of general interest legislation applicable to the branch; 5° they transmit to the Bank each year a statement specifying whether they have (or have not) identified particular mechanisms within the meaning of Article 17, § 2.

No civil, criminal or disciplinary action may be brought nor any professional sanction pronounced against approved auditors who have acted in good faith to provide information referred to in 3° of paragraph 1.

They communicate to the managers of the branch the reports they address to the Bank in accordance with paragraph 1, 2°. These communications fall under the secrecy provided for by Article 35 of the Law of 22 February 1998. They transmit to the Bank a copy of the communications they address to these managers on matters falling within the supervisory domain of the Bank.

In branches where a works council is established in application of the Law of 20 September 1948 on the organization of the economy, the approved auditors or approved audit firms perform the functions provided for by Article 15bis of that law.

They may, with prior information to the Bank, accept to carry out, at the request and expense of the competent authority of the home Member State of the branch, for the purpose of assisting that authority, verifications covering the matters referred to in Articles 215 and 216, paragraph 2.

§ 3. The approved auditors or approved audit firms certify the annual accounting information published pursuant to Article 214, 3°.

CHAPTER V. - Of exceptional measures

Art. 222. § 1. When the Bank, based on information provided by the FSMA where appropriate, has clear and demonstrable reasons to believe that a stockbroking firm having a branch in Belgium violates obligations arising from provisions adopted in application of Directive 2014/65/EU, Regulation No 600/2014 and Regulation 2017/565 and that said provisions do not confer powers to the Bank or the FSMA, it informs the competent authority of the home Member State.

If, despite the measures taken by the competent authority of the home Member State or due to the inadequacy of these measures, the stockbroking firm concerned continues to act in a manner clearly prejudicial to the interests of investors in Belgium or to the orderly functioning of the markets, the Bank, where appropriate at the request of the FSMA, may, after having informed the competent authority of the home Member State, take or have taken measures to protect investors or to preserve the proper functioning of the markets. This notably includes, with regard to branches, the measures referred to in Article 204, § 1, 1°, 2°, 4° and §§ 2 and 3 of the Law. The European Commission and the European Securities and Markets Authority are informed without delay of the adoption of these measures.

In the case referred to in paragraph 2, the Bank may refer the matter to the European Securities and Markets Authority and request its assistance in accordance with Article 19 of Regulation No 1095/2010.

§ 2. When the Bank finds that a stockbroking firm subject to the law of another Member State operating in Belgium through a branch does not comply with the legal and regulatory provisions applicable in Belgium in the area of competence of the Bank, or if the Bank is aware of a particular mechanism within the meaning of Article 17, § 2, it puts the stockbroking firm on notice to remedy the situation found within the time limit it determines.

When the FSMA finds that a stockbroking firm subject to another Member State's law and operating in Belgium through a branch does not comply with the legal and regulatory provisions applicable in Belgium in the area of competence of the FSMA, it puts the stockbroking firm on notice to remedy the situation found within the time limit it determines.

§ 3. In the event of persistence of the shortcomings referred to in paragraph 2 on the part of a branch, the Bank, where appropriate at the request of the FSMA, may, after having notified the competent authority of the home Member State, take or have taken appropriate measures, notably those provided for in Article 204, § 1, 1°, 2° and 4°. In this case, Articles 204, §§ 2 to 8 and 208 are applicable.

If, despite these measures, the shortcomings referred to in paragraph 2, paragraphs 1 and 2 persist on the part of a stockbroking firm, the Bank, where appropriate at the request of the FSMA, takes, after having informed the competent authorities of the home Member State of the stockbroking firm, all appropriate measures to protect investors and other clients and to preserve the proper functioning of the markets.

§ 4. The Bank communicates to the European Commission and to the European Securities and Markets Authority, according to the periodicity fixed by the latter, the number and nature of the measures taken in accordance with paragraph 3.

§ 5. The Bank informs the FSMA of the measures taken in application of paragraphs 2 to 4.

The FSMA informs the Bank of the measures that have been taken with regard to branches, in application of Article 36 of the Law of 2 August 2002.

Art. 223. In the event of cancellation or revocation of the authorization of the stockbroking firm by the competent authority of its home Member State, the Bank orders, after having given notice to that authority, the closure of the branch that the company has established in Belgium. It may appoint an interim manager who ensures the assets of the branch pending a decision on their destination, and who is empowered to take all conservatory measures in the interest of creditors.

CHAPTER VI. - Of branches in Belgium of foreign stockbroking firms not subject to Directive 2014/65/EU

Art. 224. Articles 211 to 223 do not apply to foreign stockbroking firms subject to the law of another Member State that are outside the scope of Directive 2014/65/EU by virtue of Articles 2, paragraph 1, l) and m), and 3 of that Directive.

The branches in Belgium of these companies are subject to the provisions of Title III.

TITLE III. - Of branches in Belgium of third-country stockbroking firms

CHAPTER I. - Preliminary provision

Art. 225. The provisions of this Title are without prejudice to the application of Articles 46 to 49 of Regulation No 600/2014 and Articles 13 and 14 of the Law of 25 October 2016.

CHAPTER II. - Of access to activity in Belgium

Art. 226. § 1. Foreign stockbroking firms subject to the law of a third country must, before opening a branch with a view to providing investment services or activities in Belgium, obtain authorization from the Bank.

To this end, the following are applicable:
1° Articles 4, 5, 6, 9, 10 and 11, it being understood that:
a) the reference made to Article 6 applies to the foreign stockbroking firm to which the branch belongs; b) the foreign stockbroking firm must be authorized in its country of origin to carry out the activities contained in its program of activities; c) the foreign stockbroking firm communicates to the Bank the identification of the authority responsible for its supervision and if supervision is ensured by several authorities, the respective areas of competence of these authorities are specified; d) the Bank consults the supervisory authorities of the home country of the foreign stockbroking firm before ruling on the authorization request; e) the Bank grants authorization only with the conforming opinion of the FSMA regarding the compliance of the branch of the foreign stockbroking firm with the provisions set out in Articles 26, paragraphs 7 to 9, 27, 27bis, 27ter, §§ 1 to 3 and 5 to 8, 27quater, § 1 and 28 of the Law of 2 August 2002, Articles 46, 48, 50, 51 and 52 of the Law of 21 November 2017 and Articles 3 to 26 of Regulation (EU) No 600/2014, as well as measures adopted under these provisions; 2° Article 12, it being understood that this article applies to the foreign stockbroking firm to which the branch belongs. However, branches of institutions with legal personality but not in the form of a company may be authorized; 3° Articles 13, §§ 1 and 2, the initial capital being replaced by an endowment the amount of which, the constituent elements and the conditions relating to the corresponding assets, notably regarding their location in Belgium, may be determined by the Bank by regulation adopted in application of Article 12bis, § 2 of the Law of 22 February 1998; 4° Articles 14 to 18 and 32 and 37 to 40, it being understood that:
a) the reference made to Article 14 applies to the stockbroking firm to which the branch belongs; b) the reference made to Articles 15 to 18 and 32 applies to the branch in Belgium; and c) the reference made to Article 39 applies to the branch in Belgium when it is authorized to provide investment services and/or carry out investment activities and/or provide ancillary services in Belgium in the context of which it is authorized to receive funds and/or financial instruments from clients; 5° Article 43, insofar as the foreign stockbroking firm cannot establish that the commitments of its Belgian branch are covered by an investor protection system of its country of origin to a degree at least equivalent to that resulting from the Belgian investor protection system regarding covered assets and the coverage level provided.

§ 2. Without prejudice to paragraph 1, the granting of authorization to a branch of a stockbroking firm subject to the law of a third country is also subject to compliance with the following conditions:
1° the stockbroking firm is subject, in its country of origin, to prudential supervision of a nature equivalent to that organized by Directive 2019/34 and Regulation 2019/33; 2° the Bank has signed a cooperation agreement with the third-country authority concerned involving an exchange of information enabling it to exercise effective supervision of the activities of the Belgian branch. The Bank may derogate from compliance with this condition if, with regard to the specific case, it considers that it is not likely to substantially improve the knowledge of the stockbroking firm, including the group to which it belongs, regarding its organization and the risks generated by its activities, notably risks with regard to the creditors of the Belgian branch, notably its investors; 3° the third-country authority that granted the authorization to the stockbroking firm in its country of origin did so when its legislation and practices were in conformity with the International Standards on Combating Money Laundering and the Financing of Terrorism and Proliferation of the Financial Action Task Force (FATF); 4° the third country of origin in which the stockbroking firm is established has signed with Belgium an agreement conforming to the standards set out in Article 26 of the Organisation for Economic Co-operation and Development (OECD) model convention on taxes on income and on capital concerning the exchange of information in tax matters, including, where appropriate, a multilateral agreement conforming to said Article 26.

§ 3. Without prejudice to international agreements binding Belgium, the Bank may refuse to authorize the branch of a stockbroking firm subject to the law of a third country that does not grant the same access possibilities to its market to Belgian law stockbroking firms.

§ 4. The Bank may refuse the authorization of a branch covered by this Title if it considers that the protection of investors or the sound and prudent management of the company or the stability of the financial system requires the establishment of a company under Belgian law. Such a decision may notably take into account the following criteria:
1° the absence of effective exercise by the stockbroking firm in the third country, or within the group to which the stockbroking firm belongs, of the activities projected by the branch; 2° the importance of the branch relative to the size of the stockbroking firm.

CHAPTER III. - Of the exercise of activity

Art. 227. § 1. In addition to the application of Article 44 regarding Article 226 and the provisions made applicable pursuant to Article 226, the following are applicable:
1° Article 45; when the Bank has reasons to consider that the influence exercised by natural or legal persons holding, directly or indirectly, a qualifying participation in the foreign stockbroking firm is likely to jeopardize its sound and prudent management, and without prejudice to other measures provided for by this law, the Bank may suspend or revoke for the duration it determines the authorization of the branch; Article 204, § 1, 4° and 6° and § 3 is applicable to these decisions; 2° Article 52 and Article 53 regarding Article 52; 3° Article 55; 4° Articles 61 and 63 regarding branch managers and, regarding Article 61, regarding the compliance function; 5° Articles 68 to 72; 6° Article 73; 7° Articles 74 to 78; 8° Articles 80 to 82; 9° Articles 83, 85, 86, 88, 89, 93, 95, 3° and 4° and 96 it being understood that for the application of Article 83, the managers of the branch are considered as members of the legal administrative body; 10° Articles 107, 109 and 110; 11° Article 126; 12° Annex I; 13° provisions adopted pursuant to Article 28quater of the Law of 2 August 2002.

§ 2. The King determines the obligations and modalities regarding the publication of the annual accounting statements of branches.

§ 3. The following information must be communicated to the Bank at least once a year, insofar as they are not already transmitted annually in the context of compliance with the obligations set out in paragraph 1:
1° the scale and extent of the services provided and activities carried out by the branch located in Belgium; 2° for third-country companies exercising the activity mentioned in Article 3, 2°, 3), their minimum, average and maximum monthly exposure to counterparties of the European Union; 3° for third-country companies providing one of the services listed in Article 3, 2°, 6), or both, the total value of financial instruments from counterparties of the European Union subscribed or placed with firm commitment during the last twelve months; 4° the trading volume and total value of assets corresponding to the services and activities referred to in 1°; 5° a detailed description of the measures taken to protect investors of which the clients of the branch may avail themselves, notably the rights conferred to these clients by the investor compensation system referred to in Article 226, § 1, 5°; 6° the risk management policy and measures applied by the branch in the context of the services and activities referred to in 1°; 7° corporate governance arrangements, including persons whose professional activities have a substantial impact on the risk profile of the branch; 8° any other information that the Bank deems necessary to ensure effective monitoring of the activities of the branch.

Art. 228. § 1. A foreign stockbroking firm must have attachable assets in Belgium in an amount corresponding to the amount of assets, as referred to in Article 276, paragraph 2, received by the branch, unless it demonstrates that it satisfies the following conditions:
1° the insolvency law of the third country ensures that creditors who have deposited their assets with the Belgian branch receive treatment equivalent to that of creditors who have deposited their assets with a foreign stockbroking firm in the third country; and 2° in the event of insolvency proceedings opened against the foreign stockbroking firm in the third country, the law governing those proceedings grants investors who have deposited funds with the Belgian branch a rank offering protection similar to that provided for in Article 82, § 3. § 2. The Belgian branch of a foreign stockbroking firm may not receive financial instruments from clients unless, in the event of insolvency proceedings opened against the foreign stockbroking firm in the third country, the law governing those proceedings recognizes the real right of co-ownership provided for in Article 13, paragraph 2, of the Royal Decree n° 62 of 10 November 1967 relating to the deposit of fungible financial instruments and the settlement of transactions on these instruments, coordinated on 27 January 2004, in the case of investors who have deposited their financial instruments with the Belgian branch, or grants the investor a right following the deposit of the constitutive financial instruments constituting a real right allowing the exercise of a claim on these financial instruments, excluding a simple right of claim.

CHAPTER IV. - On Control

Art. 229. Articles 120, 121, 123, 124, 125 and 128 are applicable.

Art. 230. The Bank evaluates the compliance by the branches referred to in this Title with the provisions of this law applicable to them, the decrees and regulations taken in implementation thereof, directly applicable European regulations and acts adopted pursuant thereto, as well as the risks to which they are or could be exposed and the risks they present for the financial system. On the basis of this evaluation, the Bank may impose on such a branch additional requirements in terms of solvency, liquidity, risk concentration and risk positions, which are added to the amount of the endowment referred to in Article 226, § 1, 3° and to the requirements applicable pursuant to Article 107, in order to take into account the risks to which it is or could be exposed. The Bank specifies the terms according to which these requirements must be met. The Bank may determine, by means of a regulation taken in application of Article 12bis, § 2 of the Law of 22 February 1998, the criteria and procedures it applies regarding the evaluation and requirements referred to in the first paragraph.

Art. 231. The management of the branches referred to in this Title is required to designate one or more approved auditors or one or more approved audit firms in accordance with Article 194. It may similarly designate a substitute.
In the event of the designation of an audit firm, Article 195 is applicable by analogy.
Articles 196, 197, paragraphs 1 to 4, [1 198, § 1, paragraphs 1, 2, 3 and 6]1 and 221, § 1, paragraph 2, § 2, paragraph 4, and § 3 are applicable.

(1)<L 2023-12-20/08, art. 87, 002; En vigueur : 25-01-2024>

Art. 232. § 1. The Bank may agree, on the basis of reciprocity, with the authorities of third countries of the stockbroking firm and with the competent authorities of third countries, of the other branches of this firm established in other States than Belgium, on rules relating to the obligations and prohibitions concerning the branch in Belgium, the object and terms of its supervision as well as the terms of collaboration and exchange of information with these authorities, as provided for in Articles 36/16 and 36/17 of the Law of 22 February 1998. § 2. The agreements may, subject to the approval of the Minister of Finance, derogate from the provisions of this law in order to establish rules and terms more appropriate to the nature and distribution of the activities of the stockbroking firm and its control. Subject to the existence of overall control meeting the criteria provided for by or pursuant to this law, these agreements may exempt from the application of certain provisions of this law and the decrees and regulations taken for its implementation. The agreements provided for in this article may not contain, for the benefit of the branches they concern, rules more favorable than those applicable to branches established in Belgium of stockbroking firms subject to the law of another Member State.

Art. 233. § 1. At the request of the European Securities and Markets Authority, the Bank communicates to it the following information concerning the branches approved in application of this Title:
1° the approvals granted to the branches, as well as any subsequent modifications thereto; 2° the scale and extent of the services provided and activities carried out by the branch; 3° the volume of transactions and the total value of assets corresponding to the services and activities referred to in 2°; 4° the name under which the third-country group to which the branch belongs presents itself. § 2. The Bank cooperates closely with the European Securities and Markets Authority, the EBA and the competent authorities and the authorities referred to in Article 3, 10° of the Law of 25 April 2014 responsible respectively for the supervision of investment firms and branches of investment firms and credit institutions and branches of credit institutions belonging to the group to which the branch of a third-country stockbroking firm approved in application of this Title belongs, with the aim of ensuring that all activities of this group in the European Union are subject to comprehensive, consistent and effective supervision in accordance with this law, the Law of 25 April 2014 and the Law of 26 October 2016, Regulation n° 600/2014, Regulation 2019/2033 and Regulation n° 575/2013/EU, and the legislation taken for the transposition of Directive 2013/36/EU, Directive 2014/65/EU and Directive 2019/2034 in the Member States to which said authorities belong, as well as to acts taken in implementation thereof.

CHAPTER V. - Deregistration, exceptional measures, sanctions

Art. 234. § 1. Articles 200, 202, 204 and 207 and Articles 235 to 242 are applicable.
§ 2. When the Bank finds that the branch is not operating in conformity with the provisions of this law and the decrees and regulations taken for its implementation, European regulations directly applicable or acts adopted pursuant thereto, or that it has elements indicating that the branch is likely soon to no longer operate in conformity with these provisions, the Bank may set limits regarding the exposures of the branch towards its parent company or entities of the group to which the stockbroking firm belongs. § 3. The Bank may also revoke the approval of a branch referred to in this Title if it considers that the protection of investors or the sound and prudent management of the company or the stability of the financial system requires the establishment of a company under Belgian law. The Bank may use, for this purpose, the criteria referred to in Article 226, § 4.

BOOK IV. - ON PENALTIES AND OTHER COERCIVE MEASURES

Art. 235.§ 1. Without prejudice to other measures provided for by this law, the Bank may, after having informed the entity concerned, publish that a stockbroking firm, a financial company, a mixed financial company, an investment holding company or a mixed company under Belgian or foreign law has not complied with the injunctions given to it to comply, within the period it determines:
1° the provisions of this law or the decrees or regulations taken for its implementation; 2° the provisions of Regulation 2019/2033, Regulation n° 575/2013, Regulation n° 600/2014, Regulation 2017/565 [1 , of Title II of Regulation n° 648/2012 or of Regulation 2022/2554]1 ; 3° [1 Articles 5 to 9 and 18 to 27 of Regulation 2017/2402]1 or Articles 4 and 15 of Regulation 2015/2365 ; 4° the provisions of delegated acts adopted pursuant to the provisions referred to in 2° or 3° or pursuant to European directives for which this law ensures transposition; or 5° the provisions of implementing acts adopted pursuant to the provisions referred to in 2° or 3°, pursuant to European directives for which this law ensures transposition or pursuant to the delegated acts referred to in 4°. The publication referred to in the first paragraph specifies the nature of the breach, as well as the identification of the responsible entity. § 2. The Bank does not proceed with the publication referred to in paragraph 1 when:
1° the publication would compromise a pending criminal investigation or the stability of financial markets; or 2° the publication would cause disproportionate harm to the entity concerned or to the natural persons concerned.
§ 3. When the publication referred to in paragraph 1 is subject to an appeal, the Bank also publishes, on its website, information on the progress and outcome of the appeal.
The Bank ensures that any information published pursuant to this article remains on its website for at least five years. Personal data may only be kept on the Bank's website if the applicable data protection rules allow it.
§ 4. The Bank informs the European Securities and Markets Authority simultaneously of the publication referred to in paragraph 1.

(1)<L 2025-03-25/05, art. 142, 003; En vigueur : 08-05-2025>

Art. 236.§ 1. Without prejudice to other measures provided for by this law, the Bank may set a deadline for a stockbroking firm, a financial company, a mixed financial company, an investment holding company or a mixed company under Belgian or foreign law, within which:
1° it must comply with specific provisions:
a) of this law or the decrees or regulations taken for its implementation; b) of Regulation 2019/2033, Regulation n° 575/2013, Regulation n° 600/2014, Regulation 2017/565 [1 , of Title II of Regulation n° 648/2012 or of Regulation 2022/2554]1 ; c) [1 Articles 5 to 9 and 18 to 27 of Regulation 2017/2402]1 or Articles 4 and 15 of Regulation 2015/2365 ; d) delegated acts adopted pursuant to the provisions referred to in b) or c) or pursuant to European directives for which this law ensures transposition; e) implementing acts adopted pursuant to the provisions referred to in b) or c), pursuant to European directives for which this law ensures transposition or pursuant to the delegated acts referred to in d); 2° it must make the necessary adaptations to its organizational structure or its policy regarding its capital needs and liquidity management. This injunction is only applicable to branches of stockbroking firms subject to the law of another Member State insofar as it concerns a breach of one of the obligations referred to in Article 212; 3° it must comply with a requirement imposed by the Bank in application of provisions referred to in 1°; 4° it must comply with the requirements set by the Bank as conditions for a decision taken in application of provisions referred to in 1°, in particular the granting of an authorization or a derogation. § 2. If the entity referred to in paragraph 1 remains in default at the expiration of the deadline, the Bank may, after hearing the entity or at least summoning it, impose a penalty of a maximum amount of 2,500,000 euros per infraction and a maximum of 50,000 euros per day of delay. § 3. The amount of the penalty is fixed taking into account in particular:
1° the seriousness of the breaches encountered and, if applicable, the potential impact of these breaches on the stability of the financial system; 2° the financial standing of the entity in question, as it appears in particular from its turnover.
§ 4. The penalties imposed in application of paragraph 2 are collected for the benefit of the Treasury by the General Administration of Collection and Recovery within the Federal Public Service Finance.
§ 5. Without prejudice to paragraph 6, the Bank proceeds, without unjustified delay and after having previously informed the entity concerned, to the publication on its website of the penalties adopted in application of paragraph 2, insofar as it considers that this publication is necessary and proportionate.
The publication referred to in the first paragraph includes information on the type and nature of the infraction as well as on the identification of the entity to which the penalty is imposed.
When the penalty has been subject to an appeal, the Bank also publishes information on the progress and outcome of the appeal on its website.
The Bank proceeds with the publication referred to in the first paragraph anonymously when:
1° the publication would compromise a pending criminal investigation or the stability of financial markets; 2° the publication would cause disproportionate harm to the entity concerned or to the natural persons concerned.
The Bank ensures that any information published pursuant to this paragraph remains on its website for at least five years. Personal data may only be kept on the Bank's website if the applicable data protection rules allow it.
§ 6. When the penalties referred to in this article are imposed in case of non-compliance with the obligations provided for by or pursuant to this law for the transposition of Directive 2014/65/EU, the Bank publishes the imposition of these penalties in accordance with Article 71 of said directive.
§ 7. When the Bank makes public measures imposed in accordance with paragraph 2, it informs the European Securities and Markets Authority simultaneously.

(1)<L 2025-03-25/05, art. 143, 003; En vigueur : 08-05-2025>

Art. 237. The Bank informs the European Banking Authority without delay of the measures it applies in accordance with Article 235 or 236, §§ 1 or 2, as well as of the outcome of any appeals.
The Bank also informs the European Securities and Markets Authority of the measures imposed in accordance with Article 236, § 2 concerning a breach of Articles 4 and 15 of Regulation 2015/2365 when these measures are not made public.

BOOK V. - ON SANCTIONS

TITLE I. - On administrative fines

Art. 238. § 1. Without prejudice to other measures provided for by this Act and without prejudice to measures provided for by other laws, decrees or regulations, the National Bank may, when it finds:
1° a breach of the provisions of this Act or of the decrees or regulations adopted for its implementation; 2° a breach of the provisions of Regulation 2019/2033, Regulation No 575/2013, Regulation No 600/2014, Regulation 2017/565, Title II of Regulation No 648/2012 or Regulation 2022/2554; 3° a breach of Articles 4 and 15 of Regulation No 2015/2365 or of Articles 5 to 9 and 18 to 27 of Regulation 2017/2402; 4° a breach of the provisions of delegated acts adopted pursuant to the provisions referred to in 2° or 3° or pursuant to European directives transposed by this Act; or 5° a breach of the provisions of implementing acts adopted pursuant to the provisions referred to in 2° or 3°, pursuant to European directives transposed by this Act or pursuant to the delegated acts referred to in 4°; 6° failure to comply with a requirement imposed by the National Bank under provisions referred to in 1°, 2°, 3°, 4° or 5°; 7° failure to comply with requirements set by the National Bank as conditions for a decision taken under provisions referred to in 1°, 2°, 3°, 4° or 5°, in particular the granting of an authorization or a derogation, impose an administrative fine on a stockbroking firm, a financial company, a mixed financial company, an investment holding company, a mixed company, of Belgian or foreign law, on one or more members of the legal governing body of these entities, on persons participating in effective management, and where applicable, members of the management committee, who are responsible for the breach found.

§ 2. The amount of the administrative fine imposed on the stockbroking firm or the company referred to in paragraph 1, for the same act or for the same set of acts, shall not exceed 10% of the company's net annual turnover in the previous financial year.
The amount of the administrative fine imposed on a natural person, for the same act or for the same set of acts, shall not exceed €5,000,000.
Without prejudice to the first and second paragraphs of this section, where the breach has provided a profit to the offender or has allowed the latter to avoid a loss, the maximum amount of the administrative fine may be doubled the amount of this profit or loss.
Where the stockbroking firm or the company referred to in the first paragraph of this section is a parent undertaking or a subsidiary of a parent undertaking that is required to draw up consolidated accounts, the total net annual turnover to be taken into account is that shown in the latest available consolidated accounts drawn up by the legal governing body of the ultimate parent undertaking.

§ 3. In the event of a breach of Articles 4 and 15 of Regulation 2015/2365, of a delegated act adopted pursuant to those Articles or of an implementing act adopted pursuant to those Articles or of such a delegated act, the amount of the administrative fine imposed on the stockbroking firm or the company referred to in paragraph 1 shall be:
a) in the case of a natural person, not exceeding €5,000,000; b) in the case of a legal person, not exceeding:

€5,000,000 in the event of a breach of Article 4 of Regulation 2015/2365, of a delegated act adopted pursuant to that Article or of an implementing act adopted pursuant to that Article or of such a delegated act; and
€15,000,000 in the event of a breach of Article 15 of Regulation 2015/2365, of a delegated act adopted pursuant to that Article or of an implementing act adopted pursuant to that Article or of such a delegated act,
or, if the amount obtained by applying this percentage is higher, 10% of the total annual turnover generated by that entity in the previous financial year.
Without prejudice to points a) and b) of the first paragraph, where the breach has provided a profit to the offender or has allowed the latter to avoid a loss, this maximum may be tripled the amount of this profit or loss.

§ 4. In the event of a breach of Articles 5 to 9 and 18 to 27 of Regulation 2017/2402, of a delegated act adopted pursuant to those Articles or of an implementing act adopted pursuant to those Articles or of such a delegated act, the amount of the administrative fine referred to in paragraph 2, first paragraph, in the case of a legal person, shall not exceed €5,000,000 or 10% of the total annual turnover generated by that company in the previous financial year. Without prejudice to paragraph 2, second paragraph, and the first paragraph of this section, where the breach has provided a profit to the offender or has allowed the latter to avoid a loss, the maximum amount of the administrative fine may be doubled the amount of this profit or loss.

§ 5. The fines imposed by the National Bank under paragraph 1 shall be collected for the benefit of the Treasury by the General Administration for Collection and Recovery within the Federal Public Service Finance.

§ 6. The amount of the fine is determined in particular on the basis of:
a) the seriousness and duration of the breaches; b) the degree of responsibility of the person concerned; c) the financial standing of the person concerned, as shown in particular by the total turnover of the legal person concerned, or by the annual income of the natural person concerned; d) any advantages or profits possibly derived from these breaches; e) any damage suffered by third parties as a result of the breaches, to the extent that it can be determined; f) the degree of cooperation with the competent authorities shown by the natural or legal person concerned; g) previous breaches committed by the person concerned; h) the potential negative impact of the breaches on the stability of the financial system.

§ 7. When the National Bank makes public measures imposed in accordance with this Article, it shall simultaneously inform the European Securities and Markets Authority.
The National Bank shall also inform the European Securities and Markets Authority of its decisions concerning a breach of the provisions of Regulation No 600/2014, of the provisions adopted for the transposition of Directive 2014/65/EU or of the provisions adopted on the basis of or in implementation of that Regulation or those provisions, or concerning a breach of Articles 4 and 15 of Regulation 2015/2365, where those decisions are not published in accordance with the first paragraph of this section, including any appeal against those decisions and the outcome thereof.

§ 8. The National Bank shall inform the European Banking Authority without delay of the measures it imposes in accordance with this Article, as well as of the progress and outcome of any appeals.

(1) Act of 25 March 2025, art. 144, 003; Entry into force: 08-05-2025

TITLE II. - Criminal sanctions

Art. 239. § 1. Shall be punished by imprisonment of one month to one year and a fine of €50 to €10,000 or by one of these penalties only:
1° those who exercise the activity of a stockbroking firm referred to in Article 4 or Book III, Title II without that firm being authorized or where the authorization has been cancelled or revoked; 2° those who, knowingly, refrain from making the notifications provided for in Articles 45 and 49, those who disregard the opposition referred to in Article 47, second paragraph, or those who disregard the suspension referred to in Article 54, first paragraph, 1°; 3° members of the legal governing body and other persons referred to in Article 63 who contravene the provisions of that Article; 4° members of the legal governing body or persons participating in effective management who contravene Articles 83, 95, 2° to 4°, 183, 184, Article 54 of Regulation 2019/2033 or Article 99 of Regulation No 575/2013; 5° members of the legal governing body or persons participating in effective management of a stockbroking firm who, abroad, open a branch or provide services there without having carried out the notifications provided for in Articles 98 or 103 or who do not comply with Article 102; 6° members of the legal governing body or persons participating in effective management of a stockbroking firm who contravene the decrees or regulations referred to in Articles 109, 173, § 1 or 211; 7° members of the legal governing body or persons in charge of effective management of a stockbroking firm who do not comply with Article 109, § 2, first paragraph, first and third sentences, and paragraphs 2 and 3; 8° those who carry out acts or operations without having obtained the authorization of the special commissioner provided for in Article 204, § 1, 1° or against a suspension decision taken in accordance with Article 204, § 1, 4°, who do not comply with the prohibition provided for in Article 222, § 1, second paragraph or § 3 or with the conservatory measures provided for in Article 222, § 6, or with the order provided for in Article 223; 9° those who, as commissioners, approved auditors or independent experts, have attested, approved or confirmed accounts, annual accounts, balance sheets and income statements or consolidated accounts of companies or periodic statements or information when the provisions of this Act, the decrees and regulations adopted for its implementation, Regulation 2019/2033 or Regulation No 575/2013 have not been respected, either knowing that they had not been, or by failing to carry out normal due diligence to ensure that they had been respected; 10° those who obstruct inspections and verifications to which they are subject in the country or abroad or refuse to provide information they are required to provide under this Act or who knowingly provide inaccurate or incomplete information; 11° directors and managers who do not respect the provisions of Articles 194, first and second paragraphs, and 204, § 1, first paragraph; 12° members of the legal governing body or persons participating in effective management, and where applicable, members of the
management committee, of a stockbroking firm who do not comply with the injunctions given by the resolution authority in accordance with Articles 226, § 2, 232, second paragraph, 3°, 276, § 1, and 277, 5° of the Act of 25 April 2014, or who knowingly communicate inaccurate or incomplete information to it; 13° those who, knowingly, set up a special mechanism within the meaning of Article 17, § 2.

§ 2. Any breach of the prohibition laid down in Article 16 shall be punished by imprisonment of three months to two years and a fine of €1,000 to €10,000.

§ 3. Directors, managers or officers who do not comply with Article 108 insofar as it makes Articles 95, 98 and 99 of the Act of 25 April 2014 applicable to large stockbroking firms and to regulations adopted in implementation of Article 98 of the Act of 25 April 2014 shall be punished by imprisonment of eight days to three months and a fine of €50 to €10,000 or by one of these penalties only.

§ 4. Financial intermediaries referred to in Article 2, 9° of the Act of 2 August 2002 or those acting on behalf of such an intermediary, who use, in any way for their personal benefit or for the benefit of third parties, financial instruments belonging to a client without the required authorization under Article 69, § 2, shall be considered guilty of breach of trust and punished by the penalties provided for in Article 491 of the Penal Code.

Art. 240. The provisions of Book I of the Penal Code, without exception of Chapter VII and Article 85, shall apply to offences punished by this Title.

Art. 241. Stockbroking firms, financial institutions and companies shall be civilly liable for the fines to which their members of the legal governing body, persons participating in effective management or agents are sentenced under the provisions of this Title.

Art. 242. Any information regarding an offence under this Act or under one of the legislations referred to in Article 16 against members of the legal governing body, persons participating in effective management, agents or commissioners of stockbroking firms or financial institutions, and any information regarding an offence under this Act against any other natural or legal person, shall be brought to the attention of the National Bank and the FSMA, each within its area of competence, by the judicial or administrative authority seized thereof. Any criminal action regarding the offences referred to in the first paragraph shall be brought to the attention of the National Bank and the FSMA, each within its area of competence, at the instance of the Public Prosecutor's Office.

Art. 243. The National Bank and the FSMA are authorized to intervene in any case before the criminal court seized of an offence punished by this Act, without having to justify damage.
The intervention shall follow the rules applicable to a civil party.
The same shall apply to offences referred to in Article 1 of the Royal Decree No 22 of 24 October 1934 relating to the judicial prohibition on certain convicts and bankrupts from exercising certain functions, professions or activities, where a criminal court is seized of a person referred to in Article 15, § 1, first paragraph.

BOOK VI. - RULES OF PRIVATE INTERNATIONAL LAW REGARDING RESOLUTION MEASURES AND LIQUIDATION PROCEEDINGS

TITLE I. - Resolution measures

CHAPTER I. - Competence rule and reception of foreign measures

Art. 244. Subject to Articles 234 and 250, Belgian resolution authorities are only competent to adopt resolution measures with regard to stockbroking firms referred to in Book II. These measures shall be applied and produce their effects in accordance with Belgian legislation, subject to the clarifications and exceptions provided for by this Act. In particular, Belgian resolution authorities may not adopt a resolution measure concerning a stockbroking firm subject to the law of another State, including with regard to a branch of such a firm established in Belgium.

Art. 245. Notwithstanding any publicity they may receive in Belgium, resolution measures decided by resolution authorities of another Member State concerning a stockbroking firm subject to the law of that State shall produce their effects in Belgium in accordance with the legislation of that State as soon as they produce their effects in the Member State where they were adopted. These measures require no formality in Belgium.

Art. 246. The write-down or conversion of debts of a company or entity subject to the law of another State carried out in application of an internal bail-in instrument shall not benefit co-debtors or third parties who have provided personal or real security governed by Belgian law.

CHAPTER II. - Consultation and information

Art. 247. Belgian resolution authorities shall take measures to inform without delay the competent authorities of other Member States where the stockbroking firm has a branch or, in application of Article 103, provides services, of their decision to adopt a resolution measure, as far as possible before the adoption of that measure or, otherwise, immediately after. The communication of this information, which also covers the concrete effects of the resolution measure, shall be carried out by the National Bank by all useful means. To this end, the resolution authority shall keep the National Bank informed of developments regarding the implementation of resolution measures falling within its competence.

Art. 248. Where Belgian resolution authorities consider it necessary to have a resolution measure implemented in Belgium with regard to a stockbroking firm subject to the law of another Member State, they shall ensure that the competent authority of the Member State concerned is informed. This information shall be carried out by the National Bank.

Art. 249. Where the implementation of a resolution measure taken in accordance with Article 244 is likely to affect the rights of third parties in a Member State where the stockbroking firm has a branch or, in application of Article 103, provides services, the National Bank or, where it concerns resolution measures referred to in Book II, Title VIII of the Act of 25 April 2014, the resolution authority, shall ensure that an extract of that decision is published in the Official Journal of the European Union and in two national circulation newspapers of the Member States where the implementation of that measure is likely to affect the rights of third parties. This publicity shall have no impact on the effects of the resolution measure, in particular with regard to the creditors of the stockbroking firm. The extract referred to in the first paragraph shall mention, at least in the official language or languages of the Member States concerned, the following elements:
1° the subject matter and legal basis of the decision taken; 2° the time limits for appeal, with indication of the expiry date of those time limits and the contact details of the authority dealing with the appeal.
The time limit for appeal regarding the adoption of a resolution measure shall begin to run, with regard to third parties having their domicile or habitual residence in another Member State, from the first of the publications referred to in the first paragraph.

CHAPTER III. - Branches of stockbroking firms subject to the law of third countries

Art. 250. The National Bank shall inform, without delay and by all useful means, the competent authorities of other Member States where the stockbroking firm subject to the law of a third country also has a branch, of its decision to adopt a resolution measure under Article 234 and the concrete effects of that measure, if possible before the adoption of that measure or, otherwise, immediately after. The National Bank shall endeavour to coordinate its action with that of the resolution authorities of stockbroking firms in other Member States.

TITLE II. - Liquidation proceedings

CHAPTER I. - Competence rule and reception of foreign proceedings

Art. 251. The insolvency court is only competent to decide on the opening of bankruptcy with regard to stockbroking firms referred to in Book II. In particular, the insolvency court may not pronounce bankruptcy concerning a stockbroking firm subject to foreign law, including with regard to a branch of such a firm established in Belgium.

Art. 252. Liquidation proceedings the opening of which is decided by liquidation authorities of another Member State concerning a stockbroking firm subject to the law of that State shall be recognized in Belgium without any formality and shall produce their effects there as soon as they produce their effects in the Member State where they were opened.

CHAPTER II. - Procedures relating to Belgian stockbroking firms

Section 1. - Consultation and information

Art. 253. Without prejudice to Article 271 and Article 273 of the Act of 25 April 2014, the insolvency court shall inform the National Bank without delay of its decision to open bankruptcy proceedings and the concrete effects of the bankruptcy, if possible before the opening of those proceedings or, otherwise, immediately after. The National Bank shall communicate this information without delay and by all useful means to the competent authorities of other Member States where the stockbroking firm has a branch or, in application of Article 103, provides services.

Art. 254. The trustee(s) appointed in accordance with Article XX.104 of the Code of Economic Law shall ensure the publicity referred to in Article XX.107 of that Code, including the publication of the extract in the Official Journal of the European Union and in two national circulation newspapers of the Member States where the stockbroking firm has a branch or, in application of Article 103, provides services.

Art. 255. Where the individual notice to creditors referred to in Article XX.155 of the Code of Economic Law concerns creditors having their domicile or habitual residence in another Member State, the circular shall also indicate, in addition to the information mentioned in the extract referred to in Article 254, the obligation for creditors benefiting from a privilege or a real security to declare their claims as well as the consequences linked to non-compliance with the time limits provided for in Article XX.165 of the Code of Economic Law. The circular, drafted in the language of the proceedings, shall bear the title "Invitation to submit a claim - Time limits to be respected" in all official languages of the European Economic Area.

Art. 256. The trustee(s) appointed in accordance with Article XX.104 of the Code of Economic Law shall regularly inform creditors, in the form they deem most appropriate, of the progress of the proceedings.

Section 2. - Procedural elements - Applicable law

Art. 257. The bankruptcy procedure relating to a stockbroking firm referred to in Book II shall be governed by Belgian law, subject to the clarifications and exceptions provided for by this Act.

Art. 258. § 1. Creditors who have their domicile or habitual residence in another Member State may declare their claims and submit their observations in an official language of that State, accompanied by the statement "Declaration of claims" or "Submission of observations regarding claims" in the language of the proceedings in Belgium. Nevertheless, the trustees may require these creditors to provide a translation of the claim declaration and the observations submitted. Article XX.156 of the Code of Economic Law applies.

§ 2. The claims of creditors who have their domicile or habitual residence in another Member State benefit from the same treatment and, in particular, the same rank as claims of an equivalent nature that could be declared by creditors who have their domicile or habitual residence in Belgium. For this purpose, claims presented by creditors of the same nature are considered equivalent claims.

The first paragraph also applies to creditors who have their domicile or habitual residence in a third country, provided that the law applicable in that country does not allow the opening of insolvency proceedings against the concerned stockbroker and that the proceedings opened in Belgium can produce their effects in that State. In the negative, these creditors are treated as unsecured creditors for the purposes of the proceedings opened in Belgium.

Section III. - Withdrawal of authorization

Art. 259. In the event of the opening of bankruptcy against a stockbroker, the Bank withdraws the authorization. Article 206 applies.

TITLE III. - Common rules for recovery measures and liquidation procedures

CHAPTER I. - Voluntary liquidation or following judicial dissolution

Art. 260. Before making a proposal for dissolution within the meaning of Article 2:71 of the Code of Companies and Associations regarding a stockbroker referred to in Book II, the legal administrative body of the stockbroker consults the Bank.

A decision on a cause of judicial dissolution provided for by the Code of Companies and Associations regarding a stockbroker may only be made with the conforming opinion of the Bank. The request for an opinion follows the procedure provided for in Article 271.

The dissolution of a stockbroker and the ensuing liquidation within the meaning of the Code of Companies and Associations do not prevent the possibility of taking one of the measures provided for in Articles 202, § 2 and 204, § 1, without the prior setting of a deadline being necessary.

CHAPTER II. - Exceptions or derogations from the application of Belgian law as the law of the proceedings

Art. 261. By derogation from Articles 244 and 257, the effects of a recovery measure or a liquidation procedure on:
1° employment contracts and employment relations are exclusively governed by the law of the Member State applicable to the employment contract; 2° a contract granting the right to enjoy or acquire real estate is exclusively governed by the law of the Member State on the territory of which the building is located. This law determines whether the property is movable or immovable; 3° rights on real estate, a ship or an aircraft which are subject to registration in a public register are exclusively governed by the law of the Member State under whose authority the register is kept; 4° the exercise of property rights on financial instruments or other rights on such instruments whose existence or transfer requires registration in a register, account or with a centralized deposit system held or located in a Member State, are exclusively governed by the law of the Member State in which the register, account or centralized deposit system in which these rights are registered is held or located; 5° bilateral or multilateral novation or netting agreements as well as the express termination conditions they contain to allow netting are exclusively governed by the law applicable to these agreements; 6° repurchase agreements are governed exclusively by the law applicable to these agreements, without prejudice to point 4 of this Article; 7° transactions carried out within the framework of a regulated market abroad within the meaning of Article 2, 6°, of the Law of 2 August 2002 are governed exclusively by the law applicable to these transactions, without prejudice to point 4 of this Article.

Art. 262. § 1. The implementation of recovery measures or the opening of bankruptcy proceedings does not affect the real right of a creditor or a third party on tangible or intangible assets, movable or immovable - both specific assets and sets of non-specific assets whose composition is subject to modification - belonging to the stockbroker and which are located, at the time of the implementation of such measures or the opening of such proceedings, on the territory of another Member State.

§ 2. The rights referred to in paragraph 1 include in particular:
1° the right to realize or have realized the asset and to be satisfied from the proceeds or income of that asset, in particular by virtue of a pledge or mortgage; 2° the exclusive right to collect a claim, in particular by virtue of the pledging or assignment of that claim as security; 3° the right to claim the asset and/or to demand its restitution from anyone who holds or enjoys it against the will of the person entitled; 4° the real right to collect the fruits of an asset.

§ 3. A right registered in a public register and enforceable against third parties, allowing to obtain a real right within the meaning of paragraph 1, is assimilated to a real right.

Art. 263. § 1. The implementation of recovery measures or the opening of bankruptcy proceedings against a stockbroker purchasing an asset does not affect the rights of the seller based on a retention of title, when that asset is located, at the time of the implementation of such measures or the opening of such proceedings, on the territory of a Member State other than the State of implementation of such measures or opening of such proceedings.

§ 2. The implementation of recovery measures or the opening of bankruptcy proceedings against a stockbroker having the status of seller, after the delivery of the asset subject to the sale, does not constitute a cause for resolution or termination of the sale and does not prevent the buyer from acquiring ownership of the sold asset, when that asset is located, at the time of the implementation of such measures or the opening of such proceedings, on the territory of a Member State other than the State of implementation of such measures or opening of such proceedings.

Art. 264. The implementation of recovery measures or the opening of bankruptcy proceedings does not affect the right of a creditor to invoke the set-off of its claim with the claim of the stockbroker, when such set-off is permitted by the law applicable to the claim of the stockbroker.

Art. 265. § 1. Without prejudice to Article 261 and subject to Article 266, Articles 262, § 1, 263 and 264 do not prevent the application of Articles XX.111 to XX.114 of the Code of Economic Law.

§ 2. Article 5 243 of the Civil Code and Articles XX.111 to XX.114 of the Code of Economic Law are not applicable when the beneficiary of an act referred to in those provisions provides proof that the act is subject to the law of a Member State other than Belgian law and that this law does not provide, in this case, any means to challenge that act.

Art. 266. By derogation from Article 204, § 1, 1° and 4°, of this Law and from Article XX.110 of the Code of Economic Law, notwithstanding Articles XX.111 to XX.114 of said Code, if the stockbroker disposes for consideration, after the adoption of a recovery measure or the opening of bankruptcy proceedings, of real estate, a ship or an aircraft subject to registration in a public register, of financial instruments or of rights on such instruments whose existence or transfer requires registration in a register, account or with a centralized deposit system held or located in another Member State, the nullity or unenforceability of that act is assessed with regard to the law of the Member State on the territory of which the real estate is located, or under whose authority the register, account or deposit system is kept.

CHAPTER III. - Recovery commissioners and liquidators

Section I. - Reception of foreign measures and procedures

Art. 267. The appointment of a recovery commissioner or a liquidator by an authority of another Member State is established by the presentation of a certified true copy of the decision appointing them or by any other certificate issued by that authority.

Without any legalization or similar formality being required, a translation of the document referred to in the first paragraph shall nevertheless be established in the language or one of the languages of the linguistic region on the territory of which the recovery commissioner or liquidator wishes to act.

Art. 268. § 1. Recovery commissioners and liquidators designated by an authority of another Member State may exercise in Belgium all the powers they are authorized to exercise on the territory of that other State.

The same applies to persons whom they may have designated, in accordance with the law of that State, to assist or represent them in the course of a recovery measure or liquidation procedure.

§ 2. In the exercise of their powers in Belgium, the recovery commissioners and liquidators referred to in paragraph 1 respect Belgian legislation, in particular regarding the methods of realizing assets and the information of workers. Their powers may not include the use of force nor the right to rule on a dispute or difference.

§ 3. The recovery commissioners and liquidators referred to in paragraph 1 communicate to the Bank-Carrefour referred to in Article 3 of the Law of 16 January 2003 establishing a Bank-Carrefour of Enterprises, modernizing the business register, creating approved business counters and containing various provisions, the recovery measures and liquidation procedures decided by an authority of another Member State for their registration.

Section II. - Belgian recovery commissioners and liquidators

Art. 269. The trustee(s) designated in accordance with Article XX.104 of the Code of Economic Law takes any measure necessary to satisfy the registration of a liquidation procedure in a public register of another Member State made mandatory by the legislation of that State.

The costs arising from registration in a public register of another Member State are considered as costs of the proceedings, whether the registration is mandatory or results from the initiative of the persons referred to in the first paragraph.

TITLE IV. - Supplementary provision

Art. 270. Articles 244 to 269 apply mutatis mutandis to Belgian law entities referred to in Article 424 of the Law of 25 April 2014, in the event of the application to these entities of resolution measures under Book XI, Title V of the Law of 25 April 2014.

BOOK VII. - ASPECTS OF SUBSTANTIVE LAW OF LIQUIDATION PROCEDURES

Art. 271. § 1. Without prejudice to Article 273 of the Law of 25 April 2014 and except in cases where a stockbroker is subject to resolution measures provided for in Book II, Title VIII of the Law of 25 April 2014, the opening of bankruptcy proceedings against a stockbroker may only be pronounced with the conforming opinion of the Bank.

§ 2. The request to the Bank is in writing. It is accompanied by the documents necessary for its information.
The Bank renders its opinion within a period of fifteen days from the receipt of the request for an opinion. The Bank may, in the case of proceedings relating to a stockbroker that may present, in its assessment, significant systemic implications or which requires prior coordination with foreign authorities, render its opinion within a longer period, without however the total period exceeding thirty days. When it considers it necessary to use this exceptional period, the Bank notifies the court called upon to rule. The period available to the Bank to render its opinion suspends the period within which the court must rule. In the absence of a response from the Bank within the prescribed period, the insolvency court may rule. The opinion of the Bank is in writing. It is transmitted by any means to the clerk, who hands it over to the president of the insolvency court and the King's Prosecutor. The opinion is added to the file.

Art. 272. The trustee(s) referred to in Article XX.122, § 1, of the Code of Economic Law, as well as the persons appointed in application of said Article XX.122, § 2, are designated with the opinion of the Bank.

Art. 273. § 1. Without prejudice to Articles XX.111 to XX.115 of the Code of Economic Law, payments, operations and acts carried out by a stockbroker and payments made to such a company on the day of its declaration of bankruptcy are valid if they precede the moment of the judgment declaring bankruptcy or if they were carried out in ignorance of the bankruptcy of the stockbroker. For the application of this paragraph, establishments responsible for the clearing or settlement between stockbrokers of payments or financial operations are assimilated to stockbrokers.

§ 2. The King may, for the operations and payments he designates, extend the application of this Article to other categories of financial institutions.

BOOK VIII. - INVESTOR PROTECTION SYSTEM

Art. 274. Stockbrokers established in Belgium must participate in a collective investor protection system to which they contribute and which aims to grant compensation to certain categories of investors when the bankruptcy of such a company is pronounced or when the Bank has taken the decision referred to in Article 275, second paragraph, regarding such a company.

The first paragraph is not applicable to branches of stockbrokers subject to the law of another Member State. It is also not applicable to branches of stockbrokers subject to the law of a third country and whose commitments are covered by an investor protection system of that State to an extent at least equivalent to that resulting from the system referred to in the first paragraph, regarding covered assets and the coverage level provided.

The Guarantee Fund ensures the management and operations of the investor protection system.

Art. 275. The Bank informs the Guarantee Fund as soon as possible when it detects problems likely to give rise to the intervention of the investor protection system.

Except in cases where bankruptcy has been pronounced, the Bank takes the decision establishing that, for reasons directly related to its financial situation, a stockbroker referred to in Article 274 does not appear able to return funds or fulfill its obligations regarding the restitution of financial instruments held on behalf of investors or for which the stockbroker is liable, and that the stockbroker will not be able to do so in the near future. This finding is made as soon as possible, and in any case no later than five working days after it is first established that the stockbroker has not returned the due and payable funds or has failed to return a financial instrument.

The Guarantee Fund ensures the compensation referred to in Article 276 within a period of three months after the eligibility and amount of the investor's claim have been established. The Bank may grant an extension not exceeding three months. This extension may only be granted in very exceptional circumstances and for specific cases.

The stockbroker or, if the latter is in bankruptcy, the trustee communicates at any time and at the request of the Guarantee Fund, all the data that the latter needs to ensure the compensation of investors referred to in Article 276. The King may define the rules regarding the exchange of data between the stockbroker, or the trustee, on the one hand, and the Guarantee Fund, on the other hand.

If there is doubt regarding the accuracy of the data received by the Guarantee Fund in execution of the previous paragraph, the stockbroker or the trustee verifies it at its request and transfers, if necessary, the corrected data.

Art. 276. Without prejudice to possible deductibles in accordance with European Union law, the financial instruments component of the investor protection system established by the Guarantee Fund provides compensation for any non-restitution of financial instruments held on behalf of investors or for which the stockbroker is liable, up to a ceiling of 20,000 euros per investor and per stockbroker adhering to this system, regardless of the currency in which the financial instruments are denominated.

The cash component of the investor protection system established by the Guarantee Fund provides, up to a ceiling of 100,000 euros per investor and per stockbroker adhering to this system, the reimbursement of funds held on behalf of investors pending allocation for the acquisition of financial instruments, pending investment in structured deposits or pending restitution, regardless of the currency in which they are denominated, provided that these funds are not already covered by the deposit protection system referred to in Articles 380 to 384/1 of the Law of 25 April 2014.

Art. 277. The King regulates the content of the information to be provided to investors by stockbrokers regarding the coverage of their assets resulting from the investor protection system.

The use in advertising of the information referred to in the first paragraph is limited to a simple mention of the investor protection system that guarantees the funds or financial instruments referred to in the advertisement. The King may authorize the communication of additional information.

The FSMA ensures respect for the application of this Article and the decrees taken for its implementation. For the exercise of this supervisory mission, it has the competences referred to in Articles 34, § 1, 1°, 35, §§ 1 and 2, 36, 36bis and 37 of the Law of 2 August 2002.

Art. 278. The Guarantee Fund takes the necessary measures and provisions to allow branches of stockbrokers subject to the law of another Member State to participate in the investor protection system which it manages, in order to complement, within the limits of this system, the guarantees provided by the system to which the company adheres in its State.

If the branch that has used the facility provided for in the first paragraph does not fulfill its obligations towards the investor protection system, the Guarantee Fund, in collaboration with the Bank, brings this to the attention of the competent authority that granted the authorization to the stockbroker to which the branch belongs. In the absence of a correction of the situation within twelve months, the Guarantee Fund may, with the conforming opinion of that authority, exclude the branch at the end of a twelve-month notice period. Forward commitments prior to exclusion remain covered by the protection system, until their maturity. Other assets held prior to exclusion remain covered for twelve months. Investors are informed by the branch, or, failing that, by the Bank, of the cessation of coverage.

BOOK IX. - DIVERSE, FINAL, MODIFICATIVE, TRANSITIONAL AND REPEALING PROVISIONS

TITLE I. - Diverse provision

Art. 279. Articles 226 to 232/1, 242 to 311 and 423 to 485 of the Law of 25 April 2014 apply to stockbrokers referred to in Article 13, § 2, it being understood that for stockbrokers that do not qualify as significant stockbrokers:
1° references to Article 92, paragraph 1, point c), of Regulation No 575/2013 concerning the total capital ratio requirement must be read as references to Article 11, paragraph 1, of Regulation 2019/2033; 2° references made to Article 92, paragraph 3, of Regulation No 575/2013 concerning the total exposure amount must be read as references to the applicable requirement set out in Article 11, paragraph 1, of Regulation 2019/2033 multiplied by 12.5; 3° references made to Article 149, first paragraph of the Law of 25 April 2014 concerning additional capital requirements must be read as references to Article 138 of this Law.

TITLE II. - Final provision

Art. 280. The King may adapt the provisions of other legislations that refer to provisions modified or repealed by this Law, or their implementing decrees and regulations, to bring them into conformity with the provisions of this Law or its implementing decrees and regulations.

TITLE III. - Modificative provisions

CHAPTER I. - Modifications of the Mortgage Law of 16 December 1851

Art. 281. In Article 81undecies of the Mortgage Law of 16 December 1851, last amended by the Law of 26 October 2015, the words "Without prejudice to Article 78 of the Law of 25 April 2014 on the status and supervision of credit institutions" are replaced by the words "Without prejudice to Article 78 of the Law of 25 April 2014 on the status and supervision of credit institutions and Article 106 of the Law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings".

CHAPTER II. - Amendments to the Law of 22 February 1998 fixing the organic status of the National Bank of Belgium

Art. 282. In Article 12bis of the Law of 22 February 1998 fixing the organic status of the National Bank of Belgium, last amended by the Law of 18 December 2015, the following modifications are made:
1° in paragraph 3, the first subparagraph is supplemented by the following sentence:
"Likewise, the special commissioners and provisional administrators appointed by the Bank in application of the sectoral supervision laws under which it is charged with ensuring compliance do not incur any civil liability for their decisions, non-interventions, acts or conduct within the framework of the mission entrusted to them by the Bank, except in cases of fraud or gross negligence."; 2° paragraph 3 is supplemented by a second subparagraph drafted as follows:
"The Bank covers the costs related to the defense of the persons referred to in the first subparagraph whose civil or criminal liability is invoked in the framework of their functions. It also covers any condemnation resulting from the civil liability of said special commissioners and provisional administrators pronounced against them notwithstanding the limitation of civil liability referred to in the first subparagraph. When the condemnation results from fraud, the special commissioner or provisional administrator found guilty of fraud reimburses said costs to the Bank and any amount paid by the Bank to the victim of fraud in execution of such condemnation."

Art. 283. In Article 12ter, § 1 of the same law, last amended by the Law of 25 October 2016, the words "and stockbroking firms" are repealed.

Art. 284. Article 21ter, § 5 of the same law, last amended by the Law of 27 June 2021, is replaced by the following:
"§ 5. The Resolution Board substitutes the Management Committee for the purposes of the application of Section 3 of Chapter IV/1 of this law in case of infringement:
1° of the provisions of Book II, Titles IV and VIII and Book XI of the Law of 25 April 2014 on the status and supervision of credit institutions and of the measures taken in implementation thereof; 2° of Article 279 of the Law of 20 July 2022 on the status and supervision of stockbroking firms and containing various other provisions and of the measures taken in implementation thereof."

Art. 285. In Article 36/1 of the same law, last amended by the Law of 20 July 2020, the following modifications are made:
1° in 3°, the words "and stockbroking firms" are repealed; 2° in 5°, the words "in Book XII of the Law of 25 April 2014 on the status and supervision of credit institutions and stockbroking firms" are replaced by the words "by the Law of 20 July 2022 on the status and supervision of stockbroking firms and containing various other provisions".

Art. 286. In Article 36/6, § 2 of the same law, last amended by the Law of 11 July 2021, the following modifications are made:
1° the first subparagraph is replaced by the following:
"The Bank also provides on its website the following information:
1° in addition to the legislation on the status and supervision of credit institutions, the legislation on the status and supervision of stockbroking firms and the legislation on the status and supervision of insurance and reinsurance undertakings, as well as the decrees, regulations and circulars taken in implementation or application of these legislations or of the regulations of European Union law relating to these matters, a table of transposition of the provisions of European directives relating to the prudential supervision of credit institutions, the prudential supervision of stockbroking firms and the supervision of insurance and reinsurance undertakings, indicating the options retained; 2° the objectives of the supervision it exercises in application of the legislations referred to in 1°, and the functions and activities exercised for this purpose, in particular, the verification criteria and the methods it uses to carry out the assessment referred to in Article 142 of the Law of 25 April 2014 on the status and supervision of credit institutions, including the criteria for the application of the principle of proportionality referred to in the fourth subparagraph of said Article 142, in Article 131 of the Law of 20 July 2022 on the status and supervision of stockbroking firms and containing various other provisions and in Articles 318 to 321 of the Law of 13 March 2016 on the status and supervision of insurance and reinsurance undertakings; 3° aggregated statistical data on the main aspects relating to the application of the legislations referred to in 1°; 4° any other information prescribed by the decrees and regulations taken in implementation of this law."; 2° the third subparagraph is replaced by the following:
"The Bank also publishes any other information required in application of European Union law acts applicable in the field of supervision of credit institutions, in the field of supervision of stockbroking firms and in the field of supervision of insurance and reinsurance undertakings."

Art. 287. In Article 36/14, § 1 of the same law, last amended by the Law of 11 July 2021, the following modifications are made:
1° in 1°, second subparagraph, the words "and stockbroking firms" are repealed; 2° in 23°, a) the words "and stockbroking firms" are repealed; 3° in 23°, b) the words "and stockbroking firms" are repealed; 4° 23°, c) is replaced by the following:
"c) the special commissioner and provisional administrator referred to in Article 236, § 1, of the aforementioned Law of 25 April 2014, in Article 204, § 1 of the Law of 20 July 2022 on the status and supervision of stockbroking firms and containing various other provisions, in Article 517, § 1, of the Law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings, Article 117, § 1, of the Law of 11 March 2018 on the status and supervision of payment institutions and electronic money institutions, on access to the activity of payment service providers, and on the activity of electronic money issuance, and on access to payment systems, Article 215, § 1, of the aforementioned law, Article 48, first subparagraph, of the Royal Decree of 30 April 1999 regulating the status and supervision of mutual guarantee societies and Article 36/30, § 1, second subparagraph, and Article 36/30/1, § 2 of this law;" 5° the article is supplemented by 27° and 28° drafted as follows:
"27° in the event of deterioration of the financial situation of a financial institution referred to in Article 36/2, to the Public Prosecutor; 28° within the limits of European Union law, to the European Commission when this information is necessary for the exercise of its competences."

Art. 288. In Article 36/17, § 1 of the same law, last amended by the Law of 20 July 2020, the words "and investment firms" are repealed.

Art. 289. In Article 36/24 of the same law, last amended by the Law of 25 October 2016, the following modifications are made:
1° in the first paragraph, 1°, the words "to the Law of 25 April 2014 on the status and supervision of credit institutions and stockbroking firms" are replaced by the words "to the Law of 25 April 2014 on the status and supervision of credit institutions, to the Law of 20 July 2022 on the status and supervision of stockbroking firms and containing various other provisions"; 2° in paragraph 2, the words "and stockbroking firms" are repealed.

Art. 290. In Article 36/26/1, §§ 6 and 9 of the same law, last amended by the Law of 2 June 2021, the words "and stockbroking firms" are, each time, repealed.

Art. 291. In Article 36/34, § 1 of the same law, last amended by the Law of 31 July 2017, the following modifications are made:
1° in the second subparagraph, 10° is repealed; 2° the third and fourth subparagraphs are repealed.

CHAPTER III. - Amendments to the Law of 25 April 2014 on the status and supervision of credit institutions and stockbroking firms

Art. 292. In the title of the Law of 25 April 2014 on the status and supervision of credit institutions and stockbroking firms, the words "and stockbroking firms" are repealed.

Art. 293. In Article 3 of the same law, last amended by the Law of 11 July 2021, the following modifications are made:
1° in 7°, the words "and investment firms" are repealed; 2° in 8°, the words "and investment firms" are repealed; 3° in 8°/7, the words "Regulation No 2017/2402" are replaced by the words "Regulation 2017/2402"; 4° in 38°, in the French text, the words "are linked to" are replaced by the words "concern"; 5° in 47°, in the Dutch text, the word "interneauditfunctie" is replaced by the words "interne auditfunctie"; 6° in the Dutch text, 50/1° is replaced by the following:
"50/1° group recovery plan: a plan drawn up in accordance with Article 425 or a plan within the meaning of Article 7 of Directive 2014/59/EU drawn up by an EEA parent undertaking"; 7° in 66°, the words "or a stockbroking firm" are repealed; 8° 74°/1 is repealed; 9° in the French text, 81°, b), 1° is supplemented by the words "with a view to their delivery at a later date"; 10° 83°, point e) is replaced by the following:
"e) i) not hold any equity rights representing a tenth or more of the share capital, own funds, shares or a class of shares or voting rights of the credit institution; ii) if they hold equity rights representing a fraction less than 10%:

by adding the equity rights with those held in the same credit institution by companies over which the director concerned has control, these equity rights cannot reach a tenth of the share capital, own funds, voting rights, shares or a class of shares of the credit institution; or
the disposal acts relating to these shares or the exercise of the rights attached thereto cannot be subject to contractual stipulations or unilateral commitments to which the member concerned of the legal management body has subscribed;
iii) not represent in any way a shareholder falling within the conditions of this point;" 11° 87° is replaced by the following:
"87° gender-neutral remuneration policy, a remuneration policy based on the principle of equal pay for equal work or work of equal value, regardless of gender;"

Art. 294. In Article 4 of the same law, last amended by the Law of 2 May 2019, the following modifications are made:
1° in the first subparagraph, the preamble is replaced by the following:
"For the mutual recognition organized by Articles 86, 90 and 92 and by Book III, Title I as regards credit institutions within the meaning of Article 1, § 3, first subparagraph, 1°, the following activities are taken into consideration:"; 2° the article is supplemented by a third subparagraph, drafted as follows:
"For the mutual recognition organized by Articles 86, 90 and 92 and by Book III, Title I as regards credit institutions within the meaning of Article 1, § 3, first subparagraph, 2°, only investment services, investment activities and ancillary services referred to in Article 3, 71° and 72° are taken into consideration."

Art. 295. In Article 5, first and second subparagraphs of the same law, last amended by the Law of 11 July 2018, in the Dutch text, the words "gebruik maken" are each time replaced by the word "gebruikmaken".

Art. 296. In Article 10 of the same law, the third subparagraph is replaced by the following:
"Likewise, the Bank consults beforehand the authorities referred to in the first or second subparagraph, for the purpose of assessing the suitability of shareholders, managers and persons responsible for independent control functions in accordance with Articles 18, 19 and 35, when the shareholder is an enterprise respectively referred to in the first or second subparagraph or when the person participating in the management of the credit institution also participates in the management of one of the enterprises respectively referred to in the first or second subparagraph or of an enterprise belonging to the same group, or when the person responsible for an independent control function exercises such a function within the enterprises respectively referred to in the first or second subparagraph or within an enterprise belonging to the same group. The Bank consults with these authorities to ensure mutual communication of any information useful for the assessment of the suitability of shareholders and persons participating in management as well as persons responsible for independent control functions referred to in this subparagraph."

Art. 297. In Article 14/1, third subparagraph of the same law, inserted by the Law of 11 July 2021, the words "of Book XII" are replaced by the words "of the Law of 20 July 2022 on the status and supervision of stockbroking firms and containing various other provisions".

Art. 298. In Article 17 of the same law, last amended by the Law of 27 June 2021, the fourth subparagraph is replaced by the following:
"By way of derogation from Article 6:4 and the provisions of Book 6 of the Code of Companies and Associations, credit institutions constituted as a cooperative society must be endowed with a capital whose fixed part, provided for in the statutes, cannot be less than the amount referred to in the first subparagraph, and which must be fully paid up to the extent of said amount, Article 7:6 of said Code being applicable by analogy."

Art. 299. Article 20, § 1, first subparagraph, 2° of the same law, last amended by the Law of 27 June 2021, is supplemented by the following:
"z/11) Article 239 of the Law of 20 July 2022 on the status and supervision of stockbroking firms and containing various other provisions;"

Art. 300. In Article 21, § 1 of the same law, last amended by the Law of 11 July 2021, the following modifications are made:
1° in the Dutch text, in 1°, the words "op die leidingen die" are replaced by the words "op die leiding, en die"; 2° in the Dutch text, in 2°, the word "controlesysteeem" is replaced by the word "controlesysteem"; 3° in the Dutch text, in 4°, the word "interneauditfunctie" is replaced by the words "interne auditfunctie"; 4° 8° is replaced by the following:
"8° an adequate internal alert system, in compliance with the legislation taken for the transposition of Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law, providing in particular for a specific, independent and autonomous transmission mode of breaches of standards and codes of conduct applicable to the institution;"

Art. 301. Article 27 of the same law, replaced by the Law of 27 June 2021, is replaced by the following:
"Art. 27. Without prejudice to the missions of the legal management body, credit institutions constitute, within this body, the following committees:
1° an audit committee;
2° a risk committee;
3° a remuneration committee;
4° a nomination committee, exclusively composed of members of the legal management body who are not executive members, a member not being able to sit on more than three of the aforementioned committees.
The members of the audit committee are a majority independent within the meaning of Article 3, 83° and its president is designated by its members.
The risk, remuneration and nomination committees include at least one independent member within the meaning of Article 3, 83°."

Art. 302. In Article 28 of the same law, last amended by the Law of 27 June 2021, the following modifications are made:
1° in the Dutch text, in the first paragraph, the words "minstens één lid van het auditcomité beschikt" are replaced by the words "beschikt minstens één lid van het auditcomité"; 2° in paragraph 2, first subparagraph, the words "missions reprises sous" are replaced by the words "missions prévues par"; 3° in paragraph 2, third subparagraph, the words "sur des points d'ordre technique" are repealed; 4° in paragraph 3, the word "agréé" is repealed.

Art. 303. In Article 29, § 3 of the same law, in the Dutch text, the words "aan hem" are replaced by the word "aan het comité".

Art. 304. In Article 31, § 2 of the same law, last amended by the Law of 11 July 2021, the following modifications are made:
1° in the Dutch text, in the first subparagraph, 1°, the word "van" is inserted between the words "het beoordelen" and the words "hoeveel tijd"; 2° the second subparagraph is replaced by the following:
"In the exercise of its attributions, the nomination committee ensures that decision-making within the decision-making bodies is not dominated by one person or a small group of persons, in a manner that undermines the collegiality of these bodies or is prejudicial to the interests of the institution as a whole."
3° in the Dutch text, in the third subparagraph, the words "gebruik maken" are replaced by the word "gebruikmaken".

Art. 305. In Article 36, § 2, second subparagraph of the same law, last amended by the Law of 5 December 2017, in the Dutch text, the word "hij" is replaced by the word "het".

Art. 306. In Article 37, § 2 of the same law, in the Dutch text, the word "is" is replaced by the word "zijn".

Art. 307. In Article 39 of the same law, the following modifications are made:
1° in the Dutch text, the word "interneauditfunctie" is, each time, replaced by the words "interne auditfunctie"; 2° in the first paragraph, the words ", ses prérogatives illimitées d'accès à l'information" are inserted between the words "audit interne" and the words "et l'étendue de ses missions".

Art. 308. In Article 41, § 2 of the same law, last amended by the Law of 21 November 2017, the following modifications are made:
1° in the first dash, the words "les personnes concernées auxquelles" are replaced by the words "les personnes auxquelles"; 2° in the third dash, in the Dutch text, the words "waaronder de relevante personen" are replaced by the words "waaronder de betrokken personen".

Art. 309. Article 42/1 of the same law, inserted by the Law of 21 November 2017, is supplemented by a subparagraph drafted as follows:
"The person responsible for the compliance of the credit institution within the meaning of Article 1, § 3, first subparagraph, 2° with its obligations concerning the safeguarding of its clients' financial instruments is also responsible for the compliance of this institution with its obligations concerning the safeguarding of its clients' funds in accordance with Articles 65 and 74/1 and the regulatory provisions taken in application of said articles."

Art. 310. In Article 47, second subparagraph of the same law, last amended by the Law of 11 July 2021, the words "in paragraph 3" are replaced by the words "in Article 48".

Art. 311. In Article 53, third subparagraph of the same law, last amended by the Law of 27 June 2021, in the Dutch text, the words "ten minste eens" are replaced by the words "minstens eenmaal".

Art. 312. Article 55 of the same law, last amended by the Law of 25 October 2016, the current text of which will form the first paragraph, is supplemented by a second paragraph, drafted as follows:
"§ 2. Any increase in the fixed part of the capital referred to in Article 13, fourth subparagraph must be fully subscribed and paid up and be attested by authentic deed. Articles 7:179 and 7:195 of the Code of Companies and Associations are applicable by analogy.
Articles 7:208, 7:209 and 7:210 of said Code are applicable, by analogy, to any reduction of this fixed part, which requires the prior agreement of the supervisory authority."

Art. 313. In Article 56, § 5 of the same law, last amended by the Law of 21 November 2017, the words "can resort to" are replaced by the word "resorts".

Art. 314. Article 57, § 3 of the same law is repealed.

Art. 315. In Article 58, § 1 of the same law, in the Dutch text, the words "in overeenstemming is" are replaced by the words "in overeenstemming zijn".

Art. 316. Article 59 of the same law, last amended by the Law of 27 June 2021, is supplemented by a paragraph drafted as follows:
"§ 5. For the purposes of Article 57, the management committee and the persons in charge of effective management communicate to the legal management body appropriate information concerning all significant risks, significant risk management and control policies of the institution and modifications made thereto."

Art. 317. In Article 59/1, § 1 of the same law, inserted by the law of 27 June 2021, the following amendments are made:
1° in the first paragraph, in the Dutch text, the words "naar aanleiding van" are replaced by the words "in het kader van"; 2° in the fourth paragraph, the words "conflit d'intérêt" are replaced by the words "conflit d'intérêts".

Art. 318. In Article 62 of the same law, last amended by the law of 27 June 2021, the following amendments are made:
1° in paragraph 2, the words "ou encore d'une association" are added between the words "industrielle, commerciale ou financière," and the words "aux conditions et dans les limites prévues"; 2° in the Dutch text, paragraph 3, second paragraph is replaced by the following:
"De Bank bepaalt bij reglement vastgesteld overeenkomstig artikel 12bis, § 2 van de wet van 22 februari 1998 hoe die verplichtingen ten uitvoer worden gelegd."; 3° in paragraph 5, the words ", pour autant qu'elles soient exercées dans des sociétés autres que l'établissement de crédit" are repealed; 4° in paragraph 6, the words ", pour autant qu'elles soient exercées dans des sociétés autres que l'établissement de crédit," are repealed; 5° in paragraph 9, the third paragraph is repealed.

Art. 319. In Article 64, second paragraph of the same law, last amended by the law of 21 November 2017, in the French text, the words "que l'établissement est incapable d'enregistrer ou de copier" are replaced by the words "à propos duquel l'établissement est incapable d'effectuer un enregistrement ou une copie".

Art. 320. In Article 65 of the same law, last amended by the law of 25 October 2016, the following amendments are made:
1° in the first paragraph, in the Dutch text, the words "gebruik maken" are replaced by the word "gebruikmaken"; 2° in paragraph 3, the words "en cas d'insolvabilité de l'établissement" are replaced by the words "en particulier en cas de procédure de liquidation d'établissement".

Art. 321. Article 65/1 of the same law, inserted by the law of 25 October 2016, is replaced by the following:
"Art. 65/1. § 1. Credit institutions must establish all data and maintain all accounts necessary to allow, at all times and without delay, the distinction between assets held for a specific client and those held for other clients as well as their own assets.
These data and accounts must be established and maintained in a manner ensuring fidelity and in particular their correspondence with the financial instruments and funds held for clients.
§ 2. Credit institutions must regularly reconcile their internal accounts and data with those of any third-party intermediary with whom such assets are held.
§ 3. The King may define, on the advice of the Bank, the conditions and modalities of the requirements provided for in paragraphs 1 and 2 as well as, more generally, the requirements regarding accounting organization and accounting rules applicable to deposits of financial instruments made with credit institutions.".

Art. 322. In Article 65/2, § 3 of the same law, in the French text, the words "Directive déléguée" are replaced by the words "directive déléguée".

Art. 323. In Article 67, third paragraph of the same law, last amended by the law of 11 July 2021, in the French text, the words "incidence substantielle" are replaced by the words "incidence significative".

Art. 324. In Article 68 of the same law, in the French text, the words "conditions travail" are replaced by the words "conditions de travail".

Art. 325. In Article 75, § 1, first paragraph of the same law, the following amendments are made:
1° the words "détermine, le cas échéant par" are replaced by the words "peut déterminer, par"; 2° the words "et de liquidité" are inserted between the words "besoins en fonds propres" and the words "par référence aux exigences".

Art. 326. In Article 75/2, § 1 of the same law, last amended by the law of 28 April 2020, in the Dutch text, the word "rapportage" is replaced by the word "rapportering".

Art. 327. At Article 78 of the same law, last amended by the law of 2 May 2019, the following amendments are made:
1° in the first paragraph, the words ", en ce compris tout tiers titulaire d'un droit de préemption ou bénéficiaire d'une clause d'agrément à l'égard d'un actif faisant l'objet d'une telle cession et ce, que ce droit ou cette clause trouve sa source dans un contrat, dans des statuts ou dans la loi" are added between the words "aux tiers" and the words "dès la publication au Moniteur belge de cette autorisation"; 2° in the second paragraph, the words ", notamment" are inserted between the words "d'une nullité ou inopposabilité" and the words "en vertu de l'article 1167 du Code civil"; 3° the article is completed by a paragraph drafted as follows:
"Notwithstanding any contrary contractual provision, the total or partial transfers referred to in the first paragraph cannot have the effect of justifying a modification of the terms of an agreement concluded between the credit institution and one or more third parties, or of terminating such an agreement, nor can it give any party the right to unilaterally terminate it or render a debt of the credit institution due.".

Art. 328. In Article 86 of the same law, last amended by the law of 25 October 2016, the second paragraph is replaced by the following:
"This notification is accompanied by a business program indicating in particular the categories of operations envisaged, the structure of the branch's organization, the domicile of correspondence in the relevant State and the name of the branch's senior managers and, where applicable, its heads of independent control functions, as well as, with regard to credit institutions referred to in Article 1, § 3, first paragraph, 2°, the financial instruments, services and/or investment activities and ancillary services that the branch envisages to provide or exercise and whether the branch intends to use linked agents.".

Art. 329. In Article 106, § 3, first paragraph of the same law, in the Dutch text, the word "genomen" is replaced by the word "vastgestelde".

Art. 330. In Article 113, § 4, first paragraph of the same law, last amended by the law of 11 March 2018, in the Dutch text, the word "financieringvoorwaarden" is replaced by the word "financieringsvoorwaarden".

Art. 331. In Article 115, § 1, third paragraph of the same law, in the French text, the words "attention particulière sur l'adéquation" are replaced by the words "attention particulière à l'adéquation".

Art. 332. In Article 144, § 2 of the same law, in the Dutch text, the words "gebruik maken" are replaced by the word "gebruikmaken".

Art. 333. In Article 156, § 1, first paragraph of the same law, the following amendments are made:
1° the words "porte également sur les activités" are replaced by the words "appréhende également les activités"; 2° the words "succursale ou de libre prestation de services dans un autre Etat membre" are replaced by the words "succursales ou de libre prestation de services dans d'autres Etats membres".

Art. 334. In Article 158 of the same law, last amended by the Royal Decree of 25 April 2014, the following amendments are made:
1° in the first paragraph, the words "la propriété" are replaced by the words "l'actionnariat"; 2° in paragraph 3, the words "une crise de liquidité" are replaced by the words "un problème grave de liquidité"; 3° in paragraph 4, second paragraph, the words "de nouvelles infractions" are replaced by the words "de nouveaux manquements".

Art. 335. In Article 183/1 of the same law, last amended by the law of 11 July 2021, the words "l'article 165, 2° " are replaced by the words "l'article 165, § 1, 2° ".

Art. 336. In Article 209 of the same law, last amended by the law of 11 July 2021, in the French text, the words "les fonctions" are replaced by the words "la mission".

Art. 337. In Article 210, § 1 of the same law, last amended by the law of 11 July 2021, in the French text, the following amendments are made:
1° the introductory sentence is replaced by the following:
"La mission de commissaire visée au Code des sociétés est :"; 2° in 1°, the words "les fonctions" are replaced by the words "la mission".

Art. 338. In Article 220 of the same law, in the French text, the following amendments are made:
1° the first paragraph is replaced by the following:
"La mission de commissaire prévue par le Code des sociétés et des associations ne peut être confiée, dans les établissements de crédit de droit belge, qu'à un ou plusieurs réviseurs ou à une ou plusieurs sociétés de réviseurs agréés par la Banque conformément à l'article 222."; 2° in the second paragraph, the words "les fonctions" are replaced by the words "la mission" and the words "aux fonctions de commissaire exercées" are replaced by the words "à la mission de commissaire exercée"; 3° in the third paragraph, the words "les fonctions" are replaced by the words "la mission".

Art. 339. In Article 221 of the same law, the following amendments are made:
1° in the French text, in the first paragraph, the words "les fonctions de commissaire prévues" are replaced by the words "la mission de commissaire prévue" and the words "aux fonctions" are replaced by the words "à la mission"; 2° in the first paragraph, the words "et conformément à l'article 6 de la loi du 22 juillet 1953 créant un Institut des Réviseurs d'Entreprises et organisant la supervision publique de la profession de réviseur d'entreprises" are replaced by the words "conformément à l'article 3:60 du Code des sociétés et des associations".

Art. 340. In Article 222, third paragraph of the same law, last amended by the law of 11 March 2018, in the French text, the words "ses fonctions" are replaced by the words "sa mission".

Art. 341. In Article 224, first paragraph of the same law, in the French text, the words "leurs fonctions" are replaced by the words "leur mission" and the words "aux fonctions" are replaced by the words "à la mission".

Art. 342. In Article 225 of the same law, last amended by the law of 27 June 2021, the following amendments are made:
1° in the Dutch text, in the first paragraph, 4°, b), the words "deze wet en de ter exécution ervan genomen besluiten en reglementen" are replaced by the words "deze wet en haar uitvoeringsbesluiten en -reglementen"; 2° in the Dutch text, in the fifth paragraph, the words "het toezicht uitoefenen en de onderzoeken verrichten" are replaced by the words "de controles en onderzoeken verrichten"; 3° in the French text, in the fifth paragraph, the words "leurs fonctions" are replaced by the words "leur mission".

Art. 343. In Article 234 of the same law, last amended by the law of 11 July 2021, the following amendments are made:
1° the first paragraph is replaced by the following:
"Art. 234. § 1. When the supervisory authority finds that a credit institution is not operating in compliance with the following provisions or when it has elements indicating that this institution risks no longer operating in compliance with these provisions over the next 12 months:
1° the provisions of this law or decrees or regulations adopted for its implementation; 2° the provisions of Regulation No 575/2013, Regulation No 600/2014 or Regulation 2017/565 or Articles 5 to 9 of Regulation 2017/2402; 3° the provisions of delegated acts adopted pursuant to the provisions referred to in 2° or pursuant to European directives transposed by this law; or 4° the provisions of implementing acts adopted pursuant to the provisions referred to in 2°, pursuant to European directives transposed by this law or pursuant to delegated acts referred to in 3°, the supervisory authority sets the deadline within which this situation must be remedied."; 2° in paragraph 2, 4°, in the French text, the words "aux actionnaires et aux titulaires" are replaced by the words "aux actionnaires et titulaires"; 3° in paragraph 2, 6°, the words "normes spécifiques de liquidité" are replaced by the words "exigences spécifiques de liquidité"; 4° in paragraph 2, 11°, in the Dutch text, the word "gelasten" is replaced by the word "opleggen".

Art. 344. In Article 235 of the same law, in the Dutch text, the word "herstelpan" is replaced by "herstelplan".

Art. 345. In Article 236 of the same law, last amended by the law of 11 July 2021, the following amendments are made:
1° in the first paragraph, 2° is replaced by the following provision:
"2° order the replacement of all or part of the members of the legal administrative body, the management committee and/or, where applicable, the persons responsible for the effective management of the credit institution, within a deadline set by it and, in the absence of such replacement within that deadline, dismiss one or more members of the legal administrative body or the management committee and/or, where applicable, one or more persons responsible for the effective management of the credit institution or substitute one or more provisional administrators to part or all of the administrative and management bodies of the institution who have, alone or collectively depending on the case, the powers of the replaced persons. The supervisory authority publishes its decision in the Belgian Monitor. When circumstances justify it, the supervisory authority may appoint one or more provisional administrators without first issuing an order to replace all or part of the institution's management. With the authorization of the supervisory authority, the provisional administrator(s) may convene a general meeting and establish its agenda. The functions, including the mandate of member of the legal administrative body or the management committee, of the replaced persons cease upon notification of the decision of the supervisory authority substituting one or more provisional administrators. The credit institution carries out the publicity formalities required by the end of the relevant mandates. The supervisory authority may, respecting the provisions of European Union law, derogate from the reporting obligations provided for by or pursuant to this law with regard to the credit institution subject to a measure appointing one or more provisional administrators. The remuneration of the provisional administrator(s) is fixed by the supervisory authority and borne by the institution concerned. The supervisory authority may, at any time, replace the provisional administrator(s), either ex officio or at the request of a majority of shareholders or partners when they demonstrate that the management of the interested parties no longer provides the necessary guarantees;"; 2° in the Dutch text, in the first paragraph, 5°, the words "Verordening nr. 575/2013 ; artikel 54, tweede lid, is van toepassing ;" are replaced by the words "Verordening nr. 575/2013. In dat geval is artikel 54, tweede lid van toepassing ;"; 3° in the Dutch text, in the first paragraph, 5° /1, the words "lid 1" are replaced by the words "eerste lid"; 4° in paragraph 5, the words "alinéa 1er," are deleted; 5° paragraph 7 is repealed.

Art. 346. In Book II, Title VI, Chapter III of the same law, Article 236/1 is inserted as follows:
"Art. 236/1. § 1. The special commissioner and the provisional administrator(s) referred to in Article 236, § 1 contribute to the exercise of the statutory mission of the supervisory authority, on its behalf. Within the framework of this mission,

they act exclusively within the framework of the purpose provided for in Article 1, § 2;
they follow the instructions of the supervisory authority regarding how to carry out the particular mission entrusted to them;
they are subject to the same obligations regarding professional secrecy as those applicable to the Bank concerning the control mission provided for by this law, the use of legal exceptions being subject to prior authorization of the supervisory authority;
they provide, at the request of the supervisory authority, according to the modalities it determines, a report on the financial situation of the institution and on the measures taken within the framework of their mission, as well as on the financial situation at the beginning and at the end of this mission.
§ 2. Their status as auxiliary of the supervisory authority specified in the first paragraph implies that they cannot, as such, be considered as an administrative authority.
The substitution of all the administrative and management bodies of the credit institution by the provisional administrators carried out in application of Article 236, § 1, 2° does not imply that the latter must be considered as administrators or members of the legal administrative body within the meaning of the Companies and Associations Code but only that they benefit from the powers of the replaced persons, in particular for the purpose of carrying out the acts allowing the credit institution to comply with its legal and regulatory obligations, in particular those provided for by or pursuant to the Companies and Associations Code. In this regard, they are not subject to a decision or a vote on discharge as provided by the Companies and Associations Code but answer for their mission exclusively to the supervisory authority which grants them discharge if applicable.".

Art. 347. In Article 326, § 2 of the same law, the following amendments are made:
1° the first paragraph is completed with a 6° drafted as follows:
"6° they transmit annually to the supervisory authority a statement specifying whether they have (or not) observed particular mechanisms within the meaning of Article 21, § 1/1."; 2° the fifth paragraph is repealed.

Art. 348. Article 333, § 1, second paragraph, 5° of the same law, last amended by the law of 11 July 2021, is replaced by the following:
"5° Articles 18 to 22, 36, 41 and 42/1, it being understood that the reference to Article 18 applies to the credit institution to which the branch belongs and that the reference to Articles 19 to 22, 36, 41 and 42/1 applies to the branch in Belgium;".

Art. 349. Article 334 of the same law, last amended by the law of 11 July 2021, is replaced as follows:
"Art. 334. § 1. The Bank notifies the EBA of the following information concerning branches approved in application of this Title:
1° the granting of approval to the branch and any subsequent modification to that approval; 2° the total assets and liabilities of the branch, as communicated to the Bank pursuant to Article 335, § 3; 3° the name under which the third-country group to which the branch belongs is presented.
§ 2. When branches approved in application of this Title exercise investment activities and/or provide investment services or ancillary services in Belgium, the Bank communicates to the European Securities and Markets Authority, at its request, the following information concerning these branches:
1° the approvals granted to the branches, as well as any subsequent modifications thereto; 2° the scale and extent of the services provided and activities exercised by the branches; 3° the volume of transactions and the total value of assets corresponding to the services and activities referred to in 2°; 4° the name under which the third-country group to which the branch belongs is presented. § 3. When a branch of a third-country credit institution approved in application of this Title exercises investment activities and/or provides investment services or ancillary services, the Bank cooperates closely with the European Securities and Markets Authority, the EBA, the competent authorities and the authorities referred to in Article 3, 33° of the law of 20 July 2022 on the legal status and supervision of stockbroking firms and containing various other provisions, responsible respectively for the supervision of credit institutions, branches of credit institutions, investment firms and branches of investment firms belonging to the group to which the branch belongs, with the aim of ensuring that all activities of this group in the EEA are subject to comprehensive, consistent and effective supervision in accordance with this law, the law of 25 October 2016 and said law of 20 July 2022, Regulation No 600/2014, Regulation 2019/2033 and Regulation No 575/2013, and the legislation adopted for the transposition of Directive 2013/36/EU, Directive 2014/65/EU and Directive 2019/2034 in the Member States where the aforementioned authorities are located, as well as the acts adopted for their implementation.".

[Art. 350] In Article 335 of the same law, last amended by the Law of 11 July 2021, the following amendments are made:

1° in paragraph 1, point 3°/1 is replaced by the following:
"3°/1 Articles 65/3, 66, 67 to 71;"

2° paragraph 2 is replaced by the following:
"§ 2. The King determines the obligations and procedures regarding the publication of the annual financial statements of branches."

3° the article is supplemented as follows:
"§ 3. The following information must be communicated to the Bank at least once a year, insofar as it is not already transmitted annually in the context of compliance with the obligations set out in paragraph 1:
1° the total assets corresponding to the branch's activities; 2° information on the liquid assets available to the branch, including the availability of liquid assets in currencies of Member States; 3° the amount of equity endowment available to the branch; 4° information on the deposit protection enjoyed by depositors in said branch; 5° information on risk management; 6° the governance arrangements, including the identity of senior management, the compliance function, and, where applicable, persons performing other independent control functions for the branch's activities; 7° recovery plans concerning the branch; 8° any other information that the Bank deems necessary to enable comprehensive monitoring of the branch's activities.

§ 4. When authorized branches under this Title exercise investment activities and/or provide investment services or ancillary services in Belgium, they communicate the following information to the Bank at least once a year, insofar as this information is not already transmitted annually in the context of compliance with the obligations set out in paragraph 1:
1° the scale and extent of services provided and activities exercised by the branch located in Belgium; 2° for credit institutions from third countries exercising the activity mentioned in Article 2, 1°, 3 of the Law of 25 October 2016, their minimum, average, and maximum monthly exposure to Union counterparties; 3° for credit institutions from third countries providing one of the services listed in Article 2, 1°, 6 of the Law of 25 October 2016, or both, the total value of financial instruments from Union counterparties subscribed or placed with firm commitment over the last twelve months; 4° the trading volume and total value of assets corresponding to the services and activities referred to in 1°; 5° a detailed description of measures taken to protect investors who may be invoked by the branch's clients, including the rights conferred on these clients by the investor compensation system referred to in Article 333, § 1, 6°; 6° the risk management policy and arrangements applied by the branch in the context of the services and activities referred to in 1°; 7° corporate governance arrangements, including persons whose professional activities have a substantial impact on the branch's risk profile; 8° any other information that the Bank deems necessary to ensure effective monitoring of the branch's activities."

[Art. 351] In Article 345 of the same law, last amended by the Law of 2 May 2019, the first paragraph is replaced by the following:
"Art. 345. Without prejudice to other measures provided for by this law, the supervisory authority or resolution authority, as the case may be, may publish that a credit institution, a financial company, a mixed financial company, or a mixed company of Belgian or foreign law has not complied with the injunctions issued to it to comply, within the time limit it determines:
1° the provisions of this law or decrees or regulations adopted for its implementation; 2° the provisions of Regulation No 575/2013, Regulation No 600/2014, Regulation 2017/565, or Title II of Regulation No 648/2012; 3° Articles 5 to 9 of Regulation 2017/2402 or Articles 4 and 15 of Regulation 2015/2365; 4° the provisions of delegated acts adopted pursuant to the provisions referred to in 2° or 3° or pursuant to European directives transposed by this law; or 5° the provisions of implementing acts adopted pursuant to the provisions referred to in 2° or 3°, pursuant to European directives transposed by this law, or pursuant to delegated acts referred to in 4°."

[Art. 352] In Article 346 of the same law, last amended by the Law of 20 July 2020, paragraph 1 is replaced by the following:
"Art. 346. § 1. Without prejudice to other measures provided for by this law, the supervisory authority may set a time limit for a credit institution, a financial company, a mixed financial company, or a mixed company of Belgian or foreign law within which:
1° it must comply with specific provisions:
a) of this law or decrees or regulations adopted for its implementation; b) of Regulation No 575/2013, Regulation No 600/2014, Regulation 2017/565, or Title II of Regulation No 648/2012; c) of Articles 5 to 9 of Regulation 2017/2402 or Articles 4 and 15 of Regulation 2015/2365; d) of delegated acts adopted pursuant to the provisions referred to in b) or c) or pursuant to European directives transposed by this law; e) of implementing acts adopted pursuant to the provisions referred to in b) or c), pursuant to European directives transposed by this law, or pursuant to delegated acts referred to in d); 2° it must make the necessary adaptations to its corporate organization or its policy regarding its capital needs and liquidity management. This injunction applies to branches of credit institutions subject to another Member State only regarding a breach of one of the obligations referred to in Article 315; 3° it must comply with a requirement imposed by the supervisory authority pursuant to provisions referred to in 1°; 4° it must comply with requirements set by the supervisory authority as conditions for a decision taken pursuant to provisions referred to in 1°, including the granting of an authorization or exemption. 5° it must comply with specific provisions of the Law of 27 March 2020 empowering the King to grant a State guarantee for certain credits in combating the consequences of the coronavirus and amending the Law of 25 April 2014 on the status and supervision of credit institutions and stockbroking firms and measures to implement them, or of Article 27 of the Law of 20 July 2020 granting a State guarantee for certain credits to SMEs in combating the consequences of the coronavirus and amending the Law of 25 April 2014 on the status and supervision of credit institutions and stockbroking firms and its implementing measures."

[Art. 353] In Article 347 of the same law, last amended by the Law of 11 July 2021, the following amendments are made:

1° paragraph 1 is replaced by the following:
"§ 1. Without prejudice to other measures provided for by this law and without prejudice to measures provided for by other laws, decrees, or regulations, the Bank, if requested by the European Central Bank, may, when it finds:
1° a breach of the provisions of this law or decrees or regulations adopted for its implementation; 2° a breach of the provisions of Regulation No 575/2013, Regulation No 600/2014, Regulation 2017/565, or Title II of Regulation No 648/2012; 3° a breach of Articles 4 and 15 of Regulation No 2015/2365 or Articles 5 to 9 of Regulation 2017/2402; 4° a breach of the provisions of delegated acts adopted pursuant to the provisions referred to in 2° or 3° or pursuant to European directives transposed by this law; 5° a breach of the provisions of implementing acts adopted pursuant to the provisions referred to in 2° or 3°, pursuant to European directives transposed by this law, or pursuant to delegated acts referred to in 4°; 6° non-compliance with a requirement imposed by the supervisory authority pursuant to provisions referred to in 1°, 2°, 3°, 4°, or 5°; 7° non-compliance with requirements set by the supervisory authority as conditions for a decision taken pursuant to provisions referred to in 1°, 2°, 3°, 4°, or 5°, including the granting of an authorization or exemption; 8° a breach of the provisions of the Law of 27 March 2020 empowering the King to grant a State guarantee for certain credits in combating the consequences of the coronavirus and amending the Law of 25 April 2014 on the status and supervision of credit institutions and stockbroking firms and measures to implement them, or of Article 27 of the Law of 20 July 2020 granting a State guarantee for certain credits to SMEs in combating the consequences of the coronavirus and amending the Law of 25 April 2014 on the status and supervision of credit institutions and stockbroking firms and its implementing measures, impose an administrative fine on a credit institution, a financial company, a mixed financial company, a mixed company, of Belgian or foreign law, on one or more members of the statutory administrative body of these entities, on persons who, in the absence of a management committee, participate in their effective management, responsible for the identified breach."

2° in paragraph 2, first paragraph, the words "of at least 10,000 euros and" are repealed;

3° in paragraph 2, second paragraph, the words "of at least 5,000 euros and" are repealed;

4° in paragraph 2/1, the first paragraph is replaced by the following:
"§ 2/1. In the event of a breach of Articles 4 and 15 of Regulation 2015/2365, a delegated act adopted pursuant to said Articles, or an implementing act adopted pursuant to said Articles or such a delegated act, the amount of the administrative fine imposed on the institution or company referred to in paragraph 1 is:
a) in the case of a natural person, a maximum of 5,000,000 euros; b) in the case of a legal person, a maximum:

5,000,000 euros in the event of a breach of Article 4 of Regulation 2015/2365, a delegated act adopted pursuant to said Article, or an implementing act adopted pursuant to said Article or such a delegated act; and
15,000,000 euros in the event of a breach of Article 15 of Regulation 2015/2365, a delegated act adopted pursuant to said Article, or an implementing act adopted pursuant to said Article or such a delegated act,
or, if the amount obtained by applying this percentage is higher, 10% of the total annual turnover achieved by this entity during the previous financial year."

5° in paragraph 2/2, the first paragraph is replaced by the following:
"§ 2/2. In the event of a breach of Articles 5 to 9 of Regulation 2017/2402, a delegated act adopted pursuant to said Articles, or an implementing act adopted pursuant to said Articles or such a delegated act, the amount of the administrative fine referred to in paragraph 2, first paragraph, in the case of a legal person, is a maximum of 5,000,000 euros or 10% of the total annual turnover achieved by this company during the previous financial year."

[Art. 354] In Article 5, § 3, third paragraph of Annex I of the same law, last amended by the Law of 11 July 2021, in the Dutch text, the words "gebruik maken" are replaced by the words "gebruikmaken".

[Art. 355] Article 7 of Annex II of the same law, last amended by the Law of 11 July 2021, is supplemented by a new paragraph as follows:
"Variable remuneration due in accordance with deferral arrangements is not acquired faster than pro rata."

[Art. 356] In Article 13/1, § 1, 3° of Annex III of the same law, inserted by the Law of 26 November 2021, the words "and this, unless the Bank expressly authorizes an extension exceeding one year if circumstances justify it" are repealed.

[CHAPTER IV. - Amendments to the Law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings]

[Art. 357] In Article 2, 3° of the Law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings, the words "and investment firms" are repealed.

[Art. 358] In Article 15 of the same law, last amended by the Law of 27 June 2021, the following amendments are made:

1° in point 8, the words "and investment firms" are repealed;

2° in point 49, b), the words "and investment firms" are repealed;

3° in point 94, point e) is replaced by the following:
"e) i) not hold any equity rights representing one-tenth or more of the capital, own funds, shares, or a class of shares, or voting rights of the insurance or reinsurance undertaking; ii) if they hold equity rights representing a fraction less than 10%:

by adding the equity rights with those held in the same insurance or reinsurance undertaking by companies controlled by the concerned administrator, these equity rights cannot reach one-tenth of the capital, own funds, voting rights, shares, or a class of shares of the insurance or reinsurance undertaking; or
the disposal acts relating to these shares or the exercise of the rights attached thereto cannot be subject to contractual stipulations or unilateral commitments to which the concerned member of the statutory administrative body has subscribed;
iii) not in any way represent a shareholder falling within the conditions of this point."

[Art. 359] In Article 26, third paragraph of the same law, the last sentence is replaced by the following:
"The Bank consults with these authorities to ensure mutual communication of any useful information for the assessment of the required qualities of shareholders and persons participating in management as well as responsible for independent control functions referred to in this paragraph."

[Art. 360] In Article 42, § 1 of the same law, point 8 is replaced by the following:
"8° an adequate internal alert system, in compliance with legislation adopted to transpose Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report breaches of Union law, providing in particular a specific, independent, and autonomous transmission mode for breaches of standards and codes of conduct of the undertaking;"

[Art. 361] Article 48 of the same law, replaced by the Law of 27 June 2021, is replaced by the following:
"Art. 48. Without prejudice to the missions of the statutory administrative body, insurance or reinsurance undertakings establish within this body the following committees:
1° an audit committee;
2° a risk committee;
3° a remuneration committee; exclusively composed of members of the statutory administrative body who are not executive members.
The audit committee includes a majority of independent members as defined in Article 15, 94°, and its president is designated by its members.
The risk and remuneration committees include at least one independent member as defined in Article 15, 94°."

[Art. 362] In Article 58, § 1, second paragraph of the same law, the words ", its unlimited information access prerogatives" are inserted between the words "internal audit" and the words "and the extent of its missions".

[Art. 363] In Article 83, § 6, 1° of the same law, the words "and investment firms" are repealed.

[Art. 364] At Article 106 of the same law, the following amendments are made:

1° in the first paragraph, the second sentence starting with the words "Without prejudice to Articles 17 and 18" and ending with the words "from the publication in the Belgian Monitor of the Bank's authorization." is replaced by the following sentence:
"Without prejudice to Articles 17 and 18 of the Insurance Law, from the publication in the Belgian Monitor of the Bank's authorization, any total or partial transfer of rights and obligations resulting from these operations is enforceable against third parties, including policyholders, insured persons, and beneficiaries, including any third party holding a preemption right or beneficiary of an approval clause regarding an asset subject to such transfer, and this, regardless of whether this right or clause derives from a contract, statutes, or the law."

2° in the third paragraph, the words ", including" are inserted between the words "of a nullity or unenforceability" and the words "pursuant to Article 1167 of the Civil Code";

3° the article is supplemented by a paragraph drafted as follows:
"Notwithstanding any contrary contractual provision, the total or partial transfers referred to in the first paragraph cannot have the effect of justifying a modification of the terms of a convention concluded between the insurance or reinsurance undertaking and one or more third parties, or of terminating such a convention, nor give any party the right to unilaterally terminate it, or to make a debt of the insurance or reinsurance undertaking due."

[Art. 365] In Article 325 of the same law, last amended by the Law of 27 June 2021, in the French text, the following amendments are made:

1° in paragraph 1, the first paragraph is replaced by the following:
"Without prejudice to Article 87ter of the Law of 2 August 2002, the mission of auditor provided for by the Code of Companies and Associations cannot be entrusted, in insurance or reinsurance undertakings, to one or more auditors or one or more audit firms authorized by the Bank in accordance with Article 327."

2° in paragraph 1, third paragraph, the words "the functions" are replaced by the words "the mission" and the words "to the functions of auditor exercised" are replaced by the words "to the mission of auditor exercised";

3° in paragraph 2, the words "the functions" are replaced by the words "the mission".

[Art. 366] In Article 326, first paragraph of the same law, in the French text, the words "the functions of auditor provided" are replaced by the words "the mission of auditor provided" and the words "to the functions" are replaced by the words "to the mission".

[Art. 367] In Article 327, third paragraph of the same law, last amended by the Law of 2 May 2019, in the French text, the words "his functions" are replaced by the words "his mission".

[Art. 368] In Article 329, first paragraph of the same law in the French text, the words "their functions" are replaced by the words "their mission" and the words "to the functions" are replaced by the words "to the mission".

[Art. 369] In Articles 430, 431, § 1, and 488 of the same law, the words "the functions" are replaced by the words "the mission".

[Art. 370] In Articles 431, § 1 and 489, § 1 of the same law, last amended by the Law of 27 June 2021, in the French text, the words "the functions of auditor referred to in the Code of Companies and Associations are entrusted" are replaced by the words "the mission of auditor referred to in the Code of Companies and Associations is entrusted".

[Art. 371] Article 508, § 1 of the same law, last amended by the Law of 2 May 2019, is replaced by the following:
"§ 1. When the Bank finds that an insurance or reinsurance undertaking is not operating in compliance with the following provisions or has elements indicating that this undertaking risks no longer operating in compliance with these provisions over the next twelve months:
1° the provisions of this law or decrees and regulations adopted for its implementation; 2° the provisions of Title II of Regulation No 648/2012; 3° Articles 5 to 9 of Regulation No 2017/2402 or Articles 4 and 15 of Regulation No 2015/2365; 4° the provisions of delegated acts adopted pursuant to the provisions referred to in 2° or 3° or pursuant to European directives transposed by this law, including Regulation 2015/35; or 5° the provisions of implementing acts adopted pursuant to the provisions referred to in 2° or 3°, pursuant to European directives transposed by this law, or pursuant to delegated acts referred to in 4°, the Bank sets the time limit within which this situation must be remedied."

Art. 372. At Article 517, § 1, item 2° of the same law, the following provision replaces item 2°:

"2° order the replacement of all or part of the members of the legal administrative body, the management committee and/or, where applicable, the persons responsible for the effective management of the insurance or reinsurance undertaking, within a timeframe set by it and, in the event of failure to replace them within that timeframe, dismiss one or more members of the legal administrative body or the management committee and/or, where applicable, one or more persons responsible for the effective management of the insurance or reinsurance undertaking or substitute the entire administrative and management bodies of the undertaking with one or more provisional administrators who have, alone or collectively depending on the case, the powers of the replaced persons. The Bank publishes its decision in the Belgian Monitor.

When circumstances justify it, the Bank may appoint one or more provisional administrators without first issuing an order to replace all or part of the undertaking's management.

With the Bank's authorization, the provisional administrator(s) may convene a general meeting and establish its agenda.

The functions, including the term of office as a member of the legal administrative body or the management committee, of the replaced persons cease upon notification of the Bank's decision substituting one or more provisional administrators. The insurance or reinsurance undertaking completes the publicity formalities required by the end of the relevant terms of office.

The Bank may, in compliance with European Union law, derogate from the reporting obligations provided for by or under this law with regard to the insurance or reinsurance undertaking subject to a measure appointing one or more provisional administrators.

The remuneration of the provisional administrator(s) is fixed by the Bank and borne by the undertaking concerned.

The Bank may, at any time, replace the provisional administrator(s), either ex officio or at the request of a majority of shareholders or partners, provided they justify that the management of the interested parties no longer offers the necessary guarantees;".

Art. 373. In Book II, Title VI, Chapter II, Section V of the same law, Article 517/1 is inserted as follows:

"Art. 517/1. § 1. The special commissioner and the provisional administrator(s) referred to in Article 517, § 1, contribute to the exercise of the Bank's statutory mission, on its behalf. Within the framework of this mission:

they act exclusively within the framework of the purpose provided for in Article 3;
they follow the Bank's instructions regarding how to carry out the particular mission entrusted to them;
they are subject to the same professional secrecy obligations as those applicable to the Bank concerning the supervisory mission provided for by this law, the use of legal exceptions being subject to prior authorization by the Bank;
they provide, at the Bank's request, according to the procedures determined by it, a report on the financial situation of the undertaking and on the measures taken within the framework of their mission, as well as on the financial situation at the beginning and end of this mission.

§ 2. Their status as an auxiliary of the Bank specified in paragraph 1 implies that they cannot, as such, be considered as an administrative authority.

The substitution of the entire administrative and management bodies of the insurance or reinsurance undertaking by the provisional administrators carried out under Article 517, § 1, 2° does not imply that the latter must be considered as administrators or members of the legal administrative body within the meaning of the Companies Code but only that they benefit from the powers of the replaced persons, notably for the purpose of carrying out acts enabling the insurance or reinsurance undertaking to comply with its legal and regulatory obligations, in particular those provided for by or under the Companies Code. In this regard, they are not subject to a decision or vote on discharge as provided for by the Companies Code but answer for their mission exclusively to the Bank, which grants them discharge if appropriate.".

Art. 374. At Article 522, first paragraph, of the same law, the words "of opposability" are replaced by the words "of nullity or unenforceability, in particular".

Art. 375. Article 602 of the same law, last amended by the law of 2 May 2019, is replaced by the following:

"Art. 602. Without prejudice to other measures provided for by this law, the Bank may publish that an insurance or reinsurance undertaking, an insurance holding company, a mixed financial holding company or a mixed insurance holding company of Belgian or foreign law has not complied with the injunctions to comply within the timeframe determined by it:

1° provisions of this law or decrees or regulations adopted for its implementation; 2° provisions of Title II of Regulation No 648/2012; 3° Articles 5 to 9 of Regulation No 2017/2402 or Articles 4 and 15 of Regulation No 2015/2365; 4° provisions of delegated acts adopted under the provisions referred to in 2° or 3° or under European directives transposed by this law, including Regulation 2015/35; or 5° provisions of implementing acts adopted under the provisions referred to in 2° or 3°, under European directives transposed by this law or under delegated acts referred to in 4°.".

Art. 376. In Article 603, § 1, of the same law, last amended by the law of 2 May 2019, the following amendments are made:

1° item 1° is replaced by the following:

"1° it must comply with specific provisions:
a) of this law or decrees or regulations adopted for its implementation; b) of Title II of Regulation No 648/2012; c) Articles 4 and 15 of Regulation No 2015/2365 or Articles 5 to 9 of Regulation No 2017/2402; d) delegated acts adopted under the provisions referred to in b) or c) or under European directives transposed by this law, including Regulation 2015/35; or e) implementing acts adopted under the provisions referred to in b) or c), under European directives transposed by this law or under delegated acts referred to in d);";

2° item 3° is replaced by the following:

"3° it must comply with a requirement imposed by the Bank under the provisions referred to in 1°;";

3° item 4° is replaced by the following:

"4° it must comply with the requirements set by the Bank as conditions for a decision taken under the provisions referred to in 1°, notably the granting of an authorization or a derogation.".

Art. 377. In Article 604 of the same law, last amended by the law of 2 May 2019, the following amendments are made:

1° paragraph 1 is replaced by the following:

"§ 1. Without prejudice to other measures provided for by this law and without prejudice to measures provided for by other laws, decrees or regulations, the Bank may, when it finds:

1° a violation of the provisions of this law or measures taken for its implementation; 2° a violation of the provisions of Title II of Regulation No 648/2012; 3° a violation of Articles 4 and 15 of Regulation No 2015/2365 or Articles 5 to 9 of Regulation No 2017/2402; 4° a violation of the provisions of delegated acts adopted under the provisions referred to in 2° or 3° or under European directives transposed by this law, including Regulation 2015/35; or 5° a violation of the provisions of implementing acts adopted under the provisions referred to in 2° or 3°, under European directives transposed by this law or under delegated acts referred to in 4°; 6° non-compliance with a requirement imposed by the Bank under the provisions referred to in 1° to 5°; 7° non-compliance with requirements set by the Bank as conditions for a decision taken under the provisions referred to in 1° to 5°, notably the granting of an authorization or a derogation,

impose an administrative fine on an insurance or reinsurance undertaking, an insurance holding company, a mixed financial holding company, a mixed insurance holding company, of Belgian or foreign law, on one or more members of the legal administrative body or the management committee of these entities, on persons who, in the absence of a management committee, participate in their effective management, responsible for the violation found.";

2° in paragraph 2, first paragraph, the words "of minimum 10,000 euros and" are repealed;

3° in paragraph 2, second paragraph, the words "of minimum 10,000 euros and" are repealed;

4° in paragraph 2, third paragraph, the words "of minimum 5,000 euros and" are repealed;

5° in paragraph 2/1, the first paragraph is replaced by the following:

"§ 2/1. In the event of a violation of Articles 4 and 15 of Regulation No 2015/2365, a delegated act adopted under said Articles or an implementing act adopted under said Articles or such a delegated act, the amount of the administrative fine imposed on the undertaking referred to in paragraph 1 is:
a) in the case of a natural person, of a maximum of 5,000,000 euros; and b) in the case of a legal person, of a maximum:

5,000,000 euros in the event of a violation of Article 4 of Regulation No 2015/2365, a delegated act adopted under said Article or an implementing act adopted under said Article or such a delegated act; and
15,000,000 euros in the event of a violation of Article 15 of Regulation No 2015/2365, a delegated act adopted under said Article or an implementing act adopted under said Article or such a delegated act,
or, if the amount obtained by applying this percentage is higher, 10% of the total annual turnover realized by this undertaking during the previous financial year.";

6° in paragraph 2/2, first paragraph, the words ", a delegated act adopted under said Articles or an implementing act adopted under said Articles or such a delegated act" are inserted between "Regulation No 2017/2402" and ", the amount of the fine".

CHAPITRE V. - Amendments to the Law of 18 September 2017 on the prevention of money laundering and terrorist financing and on the limitation of the use of cash

Art. 378. In Article 4 of the Law of 18 September 2017 on the prevention of money laundering and terrorist financing and on the limitation of the use of cash, last amended by the law of 15 May 2022, the following amendments are made:

1° item 4° is replaced by the following:

"4° implementing measures of Directive 2015/849:
a) provisions of delegated acts adopted under Directive 2015/849; b) provisions of implementing acts adopted under Directive 2015/849 or under the delegated acts referred to in a);";

2° in item 5°, b) is completed by the words "as well as implementing acts adopted under Regulation (EU) 2015/847;";

3° item 6° is completed by the following words: ", in Title VIII of the Law of 2 May 2019 containing various financial provisions";

4° in item 37°, the words "and investment firms" are repealed.

Art. 379. In Article 5 of the same law, last amended by the law of 23 February 2022, the following amendments are made:

1° in paragraph 1, paragraphs 1, item 4°, a) and 22° and 5, the words "and stockbroking firms" are repealed each time;

2° in paragraph 1, first paragraph, item 10° is replaced by the following:

"10° a) stockbroking firms, referred to in Article 2 of the Law of 20 July 2022 on the legal status and supervision of stockbroking firms and containing various other provisions, which fall under Belgian law; b) branches in Belgium of stockbroking firms, referred to in Article 2 of the same law, which fall under the law of another Member State or a third country; c) stockbroking firms, referred to in Article 2 of the same law, which fall under the law of another Member State and which use a linked agent established in Belgium to provide investment services and/or exercise investment activities within the meaning of Article 2, 1°, of the Law of 25 October 2016 on access to the activity of providing investment services and on the legal status and supervision of portfolio management companies and investment advice firms, and provide auxiliary services within the meaning of Article 2, 2°, of the same law;";

3° in paragraph 3, first paragraph, the words "and stockbroking firms" are repealed.

Art. 380. In Article 93, § 2, of the same law, last amended by the law of 20 July 2020, item 1° is replaced by the following:

"1° make public the fact that the supervised entity has not complied with the injunction to comply within the timeframe determined by it with provisions of this law or decrees or regulations adopted for its implementation, implementing measures of Directive 2015/849, the European Regulation on fund transfers or the due diligence duties provided for by binding provisions relating to embargoes, which fall within its competence;".

Art. 381. At Article 94, first paragraph, of the same law, item 2° is replaced by the following:

"2° order the replacement of all or part of the members of the legal administrative body, the management committee and/or, where applicable, the persons responsible for the effective management of the supervised entity, within a timeframe set by it and, in the event of failure to replace them within that timeframe, dismiss one or more members of the legal administrative body or the management committee and/or, where applicable, one or more persons responsible for the effective management of the supervised entity or substitute the entire administrative and management bodies of the supervised entity with one or more provisional administrators who have, alone or collectively depending on the case, the powers of the replaced persons. The Bank publishes its decision in the Belgian Monitor.

When circumstances justify it, the Bank may appoint one or more provisional administrators without first issuing an order to replace all or part of the supervised entity's management.

With the Bank's authorization, the provisional administrator(s) may convene a general meeting and establish its agenda.

The functions, including the term of office as a member of the legal administrative body or the management committee, of the replaced persons cease upon notification of the Bank's decision substituting one or more provisional administrators. The supervised entity completes the publicity formalities required by the end of the relevant terms of office.

The Bank may, in compliance with European Union law, derogate from the reporting obligations provided for by or under this law with regard to the supervised entity subject to a measure appointing one or more provisional administrators.

The remuneration of the provisional administrator(s) is fixed by the Bank and borne by the supervised entity concerned.

Art. 382. In Book IV, Title 4, Chapter 2 of the same law, Article 94/1 is inserted as follows:

"Art. 94/1. § 1. The special commissioner and the provisional administrator(s) referred to in Article 94, first paragraph, contribute to the exercise of the Bank's statutory mission, on its behalf. Within the framework of this mission,

they act exclusively within the framework of the purpose provided for in Article 1, § 2 of this law and that defined by the legislation providing the statutory status of the supervised entity;
they follow the Bank's instructions regarding how to carry out the particular mission entrusted to them;
they are subject to the same professional secrecy obligations as those applicable to the Bank concerning the supervisory mission provided for by this law, the use of legal exceptions being subject to prior authorization by the Bank;
they provide, at the Bank's request, according to the procedures determined by it, a report on the financial situation of the supervised entity and on the measures taken within the framework of their mission, as well as on the financial situation at the beginning and end of this mission.

§ 2. Their status as an auxiliary of the Bank specified in paragraph 1 implies that they cannot, as such, be considered as an administrative authority.

The substitution of the entire administrative and management bodies of the supervised entity by the provisional administrators carried out under Article 94, first paragraph, 2° does not imply that the latter must be considered as administrators or members of the legal administrative body within the meaning of the Companies Code but only that they benefit from the powers of the replaced persons, notably for the purpose of carrying out acts enabling the supervised entity to comply with its legal and regulatory obligations, in particular those provided for by or under the Companies Code. In this regard, they are not subject to a decision or vote on discharge as provided for by the Companies Code but answer for their mission exclusively to the Bank, which grants them discharge if appropriate.".

Art. 383. At Article 97 of the same law, last amended by the law of 11 July 2021, the words "Articles 93, 94, 2° and 4°, and 95" are replaced by the words "Articles 93 to 95".

Art. 384. At Article 98/1 of the same law, inserted by the law of 20 July 2020, the words "Articles 93 to 95" are replaced by the words "Articles 93, §§ 1 and 2, 2°, 94 and 95".

CHAPITRE VI. - Amendments to the Law of 11 March 2018 on the legal status and supervision of payment institutions and electronic money institutions, on access to the activity of payment service providers, and on the activity of electronic money issuance, and on access to payment systems

Art. 385. At Article 1 of the Law of 11 March 2018 on the legal status and supervision of payment institutions and electronic money institutions, on access to the activity of payment service providers and on the activity of electronic money issuance, and on access to payment systems, paragraph 2 is completed by the words "and this, with the aim of ensuring the security of payment services and adequate protection of their users and therefore, not only to contribute to the proper functioning of the payment services market but also to strengthen the efficiency of the payment system as a whole and the protection of the financial system".

Art. 386. In Article 2 of the same law, last amended by the law of 11 July 2021, the following amendments are made:

1° in item 56°, the words "and investment firms" are repealed;

2° in item 57°, the words "and investment firms" are repealed.

Art. [387]. In Article 5, § 1, of the same law, item 1° is replaced by the following:

"1° credit institutions of Belgian law within the meaning of Article 1, § 3, first paragraph, 1° of the Banking Law, credit institutions falling under the law of another Member State, authorized to provide payment services in their home State, and operating in Belgium under Articles 312 or 313 of the Banking Law, as well as branches of credit institutions falling under the law of a third country which are established in Belgium in accordance with Article 333 of the Banking Law and which are authorized to provide payment services under the law of that third country;".

Art. [388]. In Article 17 of the same law, last amended by the law of 27 June 2021, the third paragraph is replaced by the following:

"By way of derogation from Article 6:4 and the provisions of Book 6 of the Code of Companies and Associations, payment institutions constituted as a cooperative society must be endowed with capital whose fixed part, provided for in the statutes, cannot be less than the amount referred to in the first paragraph, and which must be fully paid up to that amount, Article 7:6 of said Code being applicable by analogy.".

Art. [389]. Article 21, § 1, of the same law, is completed by item 10°, drafted as follows:

"10° an adequate internal alert system, in compliance with legislation adopted to transpose Directive (EU) 2019/1937 of the European Parliament and of the Council of 23 October 2019 on the protection of persons who report violations of Union law, providing in particular for a specific, independent and autonomous transmission mode for violations of standards and codes of conduct applicable to the institution.".

Art. 390. In Article 33, § 1 of the same law, the following modifications are made:
1° paragraph 2 is completed by the following sentence:
"If it is a cooperative company, Articles 7:208, 7:209 and 7:210 of the Code of Companies and Associations apply, by analogy, to any reduction of the fixed part of the capital referred to in Article 17, paragraph 3, which requires the prior agreement of the Bank."; 2° the paragraph is completed by a paragraph drafted as follows:
"Any increase in the fixed part of the capital referred to in Article 17, paragraph 3 must be fully subscribed and paid up and must be attested by authentic deed. Articles 7:179 and 7:195 of the Code of Companies and Associations apply by analogy."

Art. 391. In Book II, Title II, Chapter I, Section III, Sub-section 4 of the same law, Article 37/1 is inserted, drafted as follows:
"Art. 37/1. The members of the statutory administrative body and, where applicable, the members of the supervisory board and the members of the management board, may not hold a position as an employee within the payment institution or a company in which the payment institution holds a participation.
The Bank may, on a case-by-case basis, authorize a payment institution to derogate from the obligation referred to in paragraph 1 as it concerns the members of its statutory administrative body, when that institution intends to proceed with the appointment within its statutory administrative body of persons who are employees and employee representatives at branches located in a State in which the participation of worker representatives in the supervisory body is legally established or of entities in which the payment institution holds a participation, due to its international dimension or its membership in a group whose entities fall under another legal order in which the participation of worker representatives in the supervisory body is legally established, if, in the Bank's opinion, such a derogation does not prejudice the adequacy of the payment institution's governance system, in particular the adequacy of the supervision of effective management. The Bank may attach conditions to a derogation granted under this paragraph to ensure the adequacy of the institution's governance."

Art. 392. In Article 110 of the same law, last modified by the law of 27 June 2021, in the French text, the following modifications are made:
1° paragraph 1 is replaced by the following:
"The mission of auditor provided for by the Code of Companies and Associations may only be entrusted, in a payment institution, to one or more approved auditors or to one or more approved audit firms approved by the Bank in accordance with Article 110/1 or in accordance with Article 222 of the Banking Law."; 2° in paragraph 2, the words "the functions" are replaced by the words "the mission"; 3° in paragraph 4, the words "the functions" are replaced by the words "the mission" and the words "to the functions of auditor exercised" are replaced by the words "to the mission of auditor exercised"; 4° in paragraph 5, the words "the functions" are replaced by the words "the mission".

Art. 393. In Article 110/1, paragraph 3 of the same law, last modified by the law of 2 May 2019, in the French text, the words "his functions" are replaced by the words "his mission".

Art. 394. In Article 111, paragraph 1 of the same law, last modified by the law of 27 June 2021, in the French text, the words "the functions of auditor referred to" are replaced by the words "the mission of auditor referred to" and the words "to the functions" are replaced by the words "to the mission".

Art. 395. In Article 112 of the same law in the French text, the words "his auditing functions" are replaced by the words "his auditing mission".

Art. 396. In Article 114, paragraph 1 of the same law, in the French text, the words "their functions" are replaced by the words "their mission" and the words "to the auditing functions" are replaced by the words "to his auditing mission".

Art. 397. In Article 115, § 9 of the same law in the French text, the words "their functions" are replaced by the words "their mission".

Art. 398. Article 116, § 1 of the same law is replaced by the following:
"§ 1. When the Bank finds that a payment institution is not operating in conformity with the following provisions or when it has elements indicating that this institution risks no longer operating in conformity with these provisions during the next twelve months:
1° the provisions of this law or the decrees and regulations taken for its implementation; 2° the provisions of Title II of Regulation (EU) No 648/2012; 3° Articles 4 and 15 of Regulation (EU) No 2015/2365; 4° the provisions of delegated acts adopted under the provisions referred to in 2° or 3° or under European directives transposed by this law; 5° the provisions of implementing acts adopted under the provisions referred to in 2° or 3°, under the European directives transposed by this law or under the delegated acts referred to in 4°, the Bank sets the deadline within which this situation must be remedied."

Art. 399. At Article 117, § 1 of the same law, 4° is replaced by the following provision:
"4° order the replacement of all or part of the members of the statutory administrative body, the management committee and/or, where applicable, the persons responsible for the effective management of the payment institution, within a deadline it sets and, in the absence of such replacement within this deadline, dismiss one or more members of the statutory administrative body or the management committee and/or, where applicable, one or more persons responsible for the effective management of the payment institution or substitute for all the administrative and management bodies of the institution one or more provisional administrators who have, alone or collectively depending on the case, the powers of the persons replaced. The Bank publishes its decision in the Belgian Monitor. When circumstances justify it, the Bank may proceed with the designation of one or more provisional administrators without previously ordering the replacement of all or part of the management of the payment institution. With the authorization of the Bank, the provisional administrator(s) may convene a general meeting and establish its agenda. The functions, in particular the mandate of member of the statutory administrative body or the management committee, of the replaced persons end upon notification of the Bank's decision substituting one or more provisional administrators. The payment institution carries out the publicity formalities required by the end of the mandates concerned. The Bank may, while respecting the provisions of European Union law, derogate from the reporting obligations provided for by or under this law regarding the payment institution subject to a measure appointing one or more provisional administrators. The remuneration of the provisional administrator(s) is fixed by the Bank and borne by the payment institution concerned. The Bank may, at any time, replace the provisional administrator(s), either ex officio or at the request of a majority of shareholders or partners when they justify that the management of the interested parties no longer offers the necessary guarantees;"

Art. 400. In Book II, Title II, Chapter III, Section II, Sub-section 2 of the same law, Article 117/1 is inserted, drafted as follows:
"Art. 117/1. § 1. The special auditor and the provisional administrator(s) referred to in Article 117, § 1 contribute to the exercise of the Bank's statutory mission, on its behalf. Within the framework of this mission,

they act exclusively within the framework of the purpose provided for in Article 1, § 2 of this law;
they follow the Bank's instructions regarding how to carry out the particular mission entrusted to them;
they are subject to the same obligations regarding professional secrecy as those applicable to the Bank concerning the control mission provided for by this law, the use of legal exceptions being subject to prior authorization by the Bank;
they make, at the request of the Bank, according to the modalities it determines, a report on the financial situation of the institution and on the measures taken within the framework of their mission, as well as on the financial situation at the beginning and at the end of this mission.
§ 2. Their status as auxiliary of the Bank specified in paragraph 1 implies that they cannot, as such, be considered as an administrative authority.
The substitution of all the administrative and management bodies of the payment institution by the provisional administrators carried out under Article 117, § 1, 4° does not imply that the latter must be considered as administrators or members of the statutory administrative body within the meaning of the Code of Companies and Associations but only that they benefit from the powers of the persons replaced, in particular for the purpose of carrying out the acts allowing the payment institution to satisfy its legal and regulatory obligations, in particular those provided for by or under the Code of Companies and Associations. In this capacity, they are not subject to a decision or a vote on discharge as provided for by the Code of Companies and Associations but answer for their mission exclusively to the Bank which grants them discharge if appropriate."

Art. 401. In Book II, Title II, Chapter III, Section III of the same law, Article 119/1 is inserted, drafted as follows:
"Art. 119/1. When the Bank considers that the conditions set out in Article XX.99 of the Code of Economic Law are met by a payment institution, the Bank may, by derogation from Article XX.100 of the Code of Economic Law, of its own motion seize the insolvency court by way of citation."

Art. 402. In Article 147 of the same law, last modified by the law of 27 June 2021, the following modifications are made:
1° paragraph 1 is replaced by the following:
"§ 1. Without prejudice to other measures provided for by this law, the Bank may publish that a payment institution of Belgian law or foreign law has not complied with the injunctions to respect within the deadline it determines the provisions:
1° of Book II of this law or the decrees or regulations taken for its implementation; 2° of Title II of Regulation (EU) No 648/2012; 3° of Articles 4 and 15 of Regulation (EU) No 2015/2365; 4° of delegated acts adopted under the provisions referred to in 2° or 3° or under European directives transposed by this law; 5° of implementing acts adopted under the provisions referred to in 2° or 3°, under the European directives transposed by this law or under the delegated acts referred to in 4°." 2° paragraph 2, paragraph 1 is replaced by the following:
"§ 2. Without prejudice to other measures provided for by this law, the Bank may set a deadline for a payment institution of Belgian law or foreign law within which:
1° it must comply with determined provisions:
a) of this law or the decrees or regulations taken for its implementation; b) of Title II of Regulation (EU) No 648/2012; c) of Articles 4 and 15 of Regulation (EU) No 2015/2365; d) of delegated acts adopted under the provisions referred to in b) or c) or under European directives transposed by this law; e) of implementing acts adopted under the provisions referred to in b) or c), under the European directives transposed by this law or under the delegated acts referred to in d); 2° it must make the necessary adaptations to its management structure, its administrative and accounting organization or its internal control; 3° it must comply with a requirement imposed by the Bank under the provisions referred to in 1°; 4° it must comply with the requirements set by the Bank as conditions for a decision taken under the provisions referred to in 1°, in particular the granting of an authorization or a derogation."

Art. 403. In Article 148 of the same law, last modified by the law of 2 May 2019, the following modifications are made:
1° paragraph 1 is replaced by the following:
"§ 1. Without prejudice to other measures provided for by this law and without prejudice to measures provided for by other laws, decrees or regulations, the Bank may, when it finds:
a) an infringement of the provisions of Book II of this law or the decrees or regulations taken for its implementation; b) an infringement of the provisions of Title II of Regulation (EU) No 648/2012; c) an infringement of Articles 4 and 15 of Regulation (EU) No 2015/2365; d) an infringement of the provisions of delegated acts adopted under the provisions referred to in b) or c) or under European directives transposed by this law; or e) an infringement of the provisions of implementing acts adopted under the provisions referred to in b) or c), under the European directives transposed by this law or under the delegated acts referred to in d); f) non-compliance with a requirement imposed by the Bank under the provisions referred to in a) to e); g) non-compliance with requirements set by the Bank as conditions for a decision taken under the provisions referred to in a) to e), in particular the granting of an authorization or a derogation, impose an administrative fine on a payment institution of Belgian law or foreign law, on a payment service provider referred to in Article 5, § 1, 1° and 2° not complying with Article 145, on one or more members of the statutory administrative body of these entities and/or on the persons who participate in their effective management, responsible for the established breach."; 2° in paragraph 2, paragraph 1, 1°, the words "at least 10,000 euros and" are repealed; 3° in paragraph 2, paragraph 1, 2°, the words "at least 5,000 euros and" are repealed; 4° in paragraph 2, paragraph 2, the following modifications are made:
a) the words ", to a delegated act adopted under said articles or to an implementing act adopted under said articles or of such a delegated act" are inserted between the words "Regulation (EU) No 2015/2365" and the words ", the Bank may impose"; b) b) is replaced by the following:
"b) in the case of a legal person, of a maximum:

5,000,000 euros in case of infringement of Article 4 of Regulation (EU) No 2015/2365, to a delegated act adopted under said article or to an implementing act adopted under said article or of such a delegated act; and
15,000,000 euros in case of infringement of Article 15 of Regulation (EU) No 2015/2365, to a delegated act adopted under said article or to an implementing act adopted under said article or of such a delegated act;
or, if the amount obtained by the application of this percentage is higher, 10% of the total annual turnover realized by this institution during the previous financial year."

Art. 404. In Article 149, § 1, 6° of the same law, last modified by the law of 2 June 2021, the words "Articles 33, 76 to 78 and 133" are replaced by the words "Articles 76 to 78 and 133".

Art. [405]. In Article 163, 1° of the same law, the words "Belgian credit institutions" are replaced by "Belgian credit institutions within the meaning of Article 1, § 3, paragraph 1, 1° of the Banking Law".

Art. 406. In Article 173 of the same law, last modified by the law of 27 June 2021, paragraph 3 is replaced by the following:
"By derogation from Article 6:4 and the provisions of Book 6 of the Code of Companies and Associations, electronic money institutions constituted as a cooperative company must be endowed with a capital whose fixed part, provided for in the statutes, may not be less than the amount referred to in paragraph 1, and which must be fully paid up to the extent of said amount, Article 7:6 of said Code applying by analogy."

Art. 407. In Article 176, § 1 of the same law, the words "to 9°" are replaced by the words "to 10°".

Art. 408. In Book IV, Title II, Chapter I, Section III, Sub-section 2 of the same law, Article 181/1 is inserted, drafted as follows:
"Art. 181/1. The members of the statutory administrative body and, where applicable, the members of the supervisory board and the members of the management board, may not hold a position as an employee within the electronic money institution or a company in which the electronic money institution holds a participation. The Bank may, on a case-by-case basis, authorize an electronic money institution to derogate from the obligation referred to in paragraph 1 as it concerns the members of its statutory administrative body, when that institution intends to proceed with the appointment within its statutory administrative body of persons who are employees and employee representatives at branches located in a State in which the participation of worker representatives in the supervisory body is legally established or of entities in which the electronic money institution holds a participation, due to its international dimension or its membership in a group whose entities fall under another legal order in which the participation of worker representatives in the supervisory body is legally established, if, in the Bank's opinion, such a derogation does not prejudice the adequacy of the electronic money institution's governance system, in particular the adequacy of the supervision of effective management. The Bank may attach conditions to a derogation granted under this paragraph to ensure the adequacy of the institution's governance."

Art. 409. In Article 182, § 1 of the same law, the following modifications are made:
1° paragraph 2 is completed by the following sentence:
"If it is a cooperative company, Articles 7:208, 7:209 and 7:210 of the Code of Companies and Associations apply, by analogy, to any reduction of the fixed part of the capital referred to in Article 173, paragraph 3, which requires the prior agreement of the Bank."; 2° the paragraph is completed by a paragraph drafted as follows:
"Any increase in the fixed part of the capital referred to in Article 173, paragraph 3 must be fully subscribed and paid up and must be attested by authentic deed. Articles 7:179 and 7:195 of the Code of Companies and Associations apply by analogy."

Art. 410. In Article 214 of the same law, 1° is repealed.

Art. 411. At Article 215, § 1 of the same law, 4° is replaced by the following provision:
"4° order the replacement of all or part of the members of the statutory administrative body, the management committee and/or, where applicable, the persons responsible for the effective management of the electronic money institution, within a deadline it sets and, in the absence of such replacement within this deadline, dismiss one or more members of the statutory administrative body or the management committee and/or, where applicable, one or more persons responsible for the effective management of the electronic money institution or substitute for all the administrative and management bodies of the institution one or more provisional administrators who have, alone or collectively depending on the case, the powers of the persons replaced. The Bank publishes its decision in the Belgian Monitor. When circumstances justify it, the Bank may proceed with the designation of one or more provisional administrators without previously ordering the replacement of all or part of the management of the institution. With the authorization of the Bank, the provisional administrator(s) may convene a general meeting and establish its agenda. The functions, in particular the mandate of member of the statutory administrative body or the management committee, of the replaced persons end upon notification of the Bank's decision substituting one or more provisional administrators. The electronic money institution carries out the publicity formalities required by the end of the mandates concerned. The Bank may, while respecting the provisions of European Union law, derogate from the reporting obligations provided for by or under this law regarding the electronic money institution subject to a measure appointing one or more provisional administrators. The remuneration of the provisional administrator(s) is fixed by the Bank and borne by the electronic money institution concerned. The Bank may, at any time, replace the provisional administrator(s), either ex officio or at the request of a majority of shareholders or partners when they justify that the management of the interested parties no longer offers the necessary guarantees;".

Art. 412. In Book IV, Title II, Chapter III, Section II, Sub-section 2 of the same law, an article 215/1 is inserted, drafted as follows:

"Art. 215/1. § 1st. The special commissioner and the provisional administrator or administrators referred to in Article 215, § 1st contribute to the exercise of the legal mission of the Bank, on behalf of the latter. Within the framework of this mission,

they act exclusively within the framework of the purpose provided for in Article 1st, § 2 of this law;
they follow the instructions of the Bank regarding how to carry out the particular mission entrusted to them;
they are subject to the same obligations regarding professional secrecy as those applicable to the Bank concerning the supervisory mission provided for by this law, the use of legal exceptions being subject to prior authorization by the Bank;
they provide, at the request of the Bank, according to the procedures determined by it, a report on the financial situation of the establishment and on the measures taken within the framework of their mission, as well as on the financial situation at the beginning and at the end of this mission.
§ 2. Their quality as auxiliary of the Bank specified in paragraph 1st implies that they cannot, as such, be considered as an administrative authority.
The substitution of all the administration and management bodies of the electronic money establishment by the provisional administrators carried out in application of Article 215, § 1st, 4° does not imply that the latter must be considered as administrators or members of the legal administration body within the meaning of the Code of Companies and Associations but only that they benefit from the powers of the replaced persons, in particular for the purpose of carrying out the acts allowing the electronic money establishment to satisfy its legal and regulatory obligations, in particular those provided for by or pursuant to the Code of Companies and Associations. In this capacity, they are not subject to a decision or a vote on discharge as provided by the Code of Companies and Associations but answer for their mission exclusively to the Bank which grants them discharge if appropriate."

Art. 413. In Book IV, Title II, Chapter III, Section III, an article 217/1 is inserted, drafted as follows:

"Art. 217/1. When the Bank considers that the conditions laid down in Article XX.99 of the Code of Economic Law are met in the case of an electronic money establishment, the Bank may, by way of derogation from Article XX.100 of the Code of Economic Law, of its own initiative seize the insolvency court by way of citation."

Art. 414. In Article 229 of the same law, last amended by the Law of 2 May 2019, the following amendments are made:
1° paragraph 1st is replaced by the following:

"§ 1st. Without prejudice to other measures provided for by this law, the Bank may publish that an electronic money establishment of Belgian or foreign law has not complied with the injunctions to comply within the time limit it determines with the provisions:
1° of Book IV of this law or of decrees or regulations adopted for its implementation; 2° of Title II of Regulation (EU) No 648/2012; 3° of Articles 4 and 15 of Regulation (EU) No 2015/2365; 4° of delegated acts adopted pursuant to the provisions referred to in 2° or 3° or pursuant to European directives transposed by this law; 5° of implementing acts adopted pursuant to the provisions referred to in 2° or 3°, pursuant to European directives transposed by this law or pursuant to delegated acts referred to in 4°."; 2° paragraph 2, first paragraph is replaced by the following:

"§ 2. Without prejudice to other measures provided for by this law, the Bank may set a time limit for an electronic money establishment of Belgian or foreign law within which:
1° it must comply with specific provisions:
a) of this law or of decrees or regulations adopted for its implementation; b) of Title II of Regulation (EU) No 648/2012; c) of Articles 4 and 15 of Regulation (EU) No 2015/2365; d) of delegated acts adopted pursuant to the provisions referred to in b) or c) or pursuant to European directives transposed by this law; e) of implementing acts adopted pursuant to the provisions referred to in b) or c), pursuant to European directives transposed by this law or pursuant to delegated acts referred to in d); 2° it must make the necessary adaptations to its management structure, its administrative and accounting organization or its internal control; 3° it must comply with a requirement imposed by the Bank in application of provisions referred to in 1°; 4° it must comply with the requirements set by the Bank as conditions for a decision taken in application of provisions referred to in 1°, in particular the granting of an authorization or a derogation."

Art. 415. In Article 230 of the same law, last amended by the Law of 2 May 2019, the following amendments are made:
1° paragraph 1st is replaced by the following:

"§ 1st Without prejudice to other measures provided for by this law and without prejudice to measures provided for by other laws, decrees or regulations, the Bank may, when it finds:
a) an infringement of the provisions of Book IV of this law or of decrees or regulations adopted for its implementation; b) an infringement of the provisions of Title II of Regulation (EU) No 648/2012; c) an infringement of Articles 4 and 15 of Regulation (EU) No 2015/2365; d) an infringement of the provisions of delegated acts adopted pursuant to the provisions referred to in b) or c) or pursuant to European directives transposed by this law; or e) an infringement of the provisions of implementing acts adopted pursuant to the provisions referred to in b) or c), pursuant to European directives transposed by this law or pursuant to delegated acts referred to in d); f) non-compliance with a requirement imposed by the Bank in application of provisions referred to in a) to e); g) non-compliance with requirements set by the Bank as conditions for a decision taken in application of provisions referred to in a) to e), in particular the granting of an authorization or a derogation, impose an administrative fine on an electronic money establishment of Belgian or foreign law, on one or more members of the legal administration body of these entities and/or on persons who participate in their effective management, responsible for the established breach."; 2° in paragraph 2, first paragraph, 1°, the words "at least 10,000 euros and" are repealed; 3° in paragraph 2, first paragraph, 2°, the words "at least 5,000 euros and" are repealed; 4° in paragraph 2, second paragraph, the following amendments are made:
a) the words ", to a delegated act adopted pursuant to said articles or to an implementing act adopted pursuant to said articles or such a delegated act" are inserted between the words "Regulation (EU) No 2015/2365" and the words ", the Bank may impose"; b) the words "payment establishment" are replaced by the words "electronic money establishment"; c) b) is replaced by the following:

"b) in the case of a legal person, of a maximum:

5,000,000 euros in case of infringement of Article 4 of Regulation (EU) No 2015/2365, a delegated act adopted pursuant to said article or an implementing act adopted pursuant to said article or such a delegated act; and
15,000,000 euros in case of infringement of Article 15 of Regulation (EU) No 2015/2365, a delegated act adopted pursuant to said article or an implementing act adopted pursuant to said article or such a delegated act;
or, if the amount obtained by applying this percentage is higher, 10% of the total annual turnover realized by this establishment during the previous financial year."

Art. 416. In the same law, Book IV/1 entitled "Specific rules in case of collective proceedings" is inserted.

Art. 417. In the same Book IV/1, inserted by Article 416, an article 236/1 is inserted, drafted as follows:

"Art. 236/1. § 1st. Except in the case of citation made in application of Article 119/1 or 217/1, the opening of bankruptcy proceedings against a payment establishment or an electronic money establishment may only be pronounced with the conforming opinion of the Bank.
§ 2. The referral to the Bank is in writing. It is accompanied by the documents necessary for its information.
The Bank gives its opinion within a period of fifteen days from receipt of the request for opinion. The Bank may, in the case of proceedings concerning a payment establishment or an electronic money establishment that may, in its opinion, have significant systemic implications or that requires prior coordination with foreign authorities, give its opinion within a longer period, provided that the total period may not exceed thirty days. When it considers it necessary to use this exceptional period, the Bank notifies the court called upon to rule. The period available to the Bank to give its opinion suspends the period within which the court must rule. In the absence of a response from the Bank within the time limit, the insolvency court may rule. The opinion of the Bank is in writing. It is transmitted by any means to the clerk, who hands it over to the president of the insolvency court and the King's prosecutor. The opinion is filed in the case file."

Art. 418. In the same Book IV/1, inserted by Article 416, an article 236/2 is inserted, drafted as follows:

"Art. 236/2. The curator or curators referred to in Article XX.122, § 1st of the Code of Economic Law, as well as the persons appointed in application of said Article XX.122, § 2 are designated on the opinion of the Bank."

Art. 419. In the same Book IV/1, inserted by Article 416, an article 236/3 is inserted, drafted as follows:

"Art. 236/3. § 1st. Any dissolution of a payment establishment or an electronic money establishment, whether voluntary or judicial, and the ensuing liquidation within the meaning of the Code of Companies and Associations, requires the conforming opinion of the Bank.
Before a decision is made on a cause of judicial dissolution provided for by the Code of Companies and Associations regarding a payment establishment or an electronic money establishment, the business court seizes the Bank with a request for opinion according to the procedure provided for in Article 236/1, § 2.
§ 2. In the event of voluntary or judicial dissolution of the payment establishment or the electronic money establishment, the liquidator, who is designated in accordance with statutory or legal rules, may only be appointed with the approval of the Bank.
Without prejudice to the legal provisions applicable to companies and Articles 119 and 217, the King may determine, on the opinion of the Bank, the powers and obligations of the liquidator, especially regarding the liquidation of commitments towards holders of electronic money and, where applicable, users of payment services. In any case, the liquidator is required to respond to information requests addressed to him by the Bank and must, in addition, inform the Bank proactively of the progress of his mission. § 3. The Bank informs without delay the supervisory authorities of all other concerned Member States and the Federal Public Service Economy of any dissolution as well as its possible concrete effects."

CHAPITRE VII. - Modifications of the Law of 11 July 2018 concerning public offers of placement instruments and admissions of placement instruments to trading on regulated markets

Art. 420. In Article 21, § 1st of the Law of 11 July 2018 concerning public offers of placement instruments and admissions of placement instruments to trading on regulated markets, the following amendments are made:
1° in point b), the words "and stockbroking firms" are repealed; 2° point e) is replaced by the following:

"e) the stockbroking firms referred to in Book II of the Law of 20 July 2022 concerning the status and supervision of stockbroking firms and containing various other provisions;".

Art. 421. In Article 28, first paragraph of the same law, last amended by the Law of 11 July 2021, the following amendments are made to the first paragraph:
1° 1° /1 is repealed;
2° 4° is repealed;
3° in 5°, the words "and stockbroking firms" are repealed.

CHAPITRE VIII. - Modifications of the Code of Companies and Associations

Art. 422. In the Code of Companies and Associations, Article 12:99, the current text of which will form paragraph 1st, is completed by a paragraph 2 drafted as follows:

"§ 2. Paragraph 1st is not applicable to contributions of universality or branch of activity when a company participating in the operation is a financial institution subject to the supervision of the National Bank of Belgium or the European Central Bank."

TITRE IV. - Transitional Provision

Art. 423. For the purposes of Articles 274 to 278, the words "Guarantee Fund" must be understood as the Deposit and Financial Instruments Protection Fund acting pursuant to the Law of 17 December 1998 creating a deposit and financial instruments protection fund and reorganizing deposit and financial instruments protection systems, until the date on which its missions are transferred to the Guarantee Fund.

Art. 424. During the period from the entry into force date referred to in Article 426, § 1st to the entry into force date provided for in Article 65, first paragraph of the Law of 20 July 2022 carrying Book 5 "The Obligations" of the Civil Code:
1° in Article 96 of this law, paragraph 2 must be read as follows:

"Transfers authorized in accordance with Article 95 may not be subject to nullity or unenforceability, in particular pursuant to Article 1167 of the old Civil Code or Articles XX.111, XX.112 or XX.114 of the Code of Economic Law."; 2° in Article 265 of this law, paragraph 2 must be read as follows:

"§ 2. Article 1167 of the old Civil Code and Articles XX.111 to XX.114 of the Code of Economic Law are not applicable when the beneficiary of an act referred to in said provisions provides proof that the act is subject to the law of a Member State other than Belgian law and that this law does not provide, in this case, any means to challenge this act."

TITRE V. - Repeal Provision

Art. 425. In the Law of 25 April 2014, Book XII is repealed.

LIVRE X. - ENTRY INTO FORCE

Art. 426.§ 1st. This law enters into force in accordance with common law.
§ 2. [1 By way of derogation from paragraph 1st, Article 24 enters into force 18 months after the day of the publication of this law in the Belgian Monitor, regarding stockbroking firms meeting the following conditions:
a) the total of financial instruments received in deposit is less than or equal to 5 billion euros during two consecutive financial years; and b) the company meets at least two of the following criteria:

the average number of employees is less than 250 persons over the entire financial year concerned;
the total balance sheet is less than or equal to 43 million euros;
the net annual turnover is less than or equal to 50 million euros.
The Bank may decide that this paragraph is not applicable to a stockbroking firm meeting the two conditions referred to in the first paragraph due to its internal organization as well as the nature, scale, internal or external interdependence, complexity or cross-border nature of its activities.
The King may, on the opinion of the Bank, shorten the period referred to in the first paragraph.]1 ----------

(1)<L 2023-12-20/08, art. 88, 002; En vigueur : 25-01-2024>

Art. 427. § 1st. For the application of Article 310, third paragraph of the Law of 11 July 2021 aiming to ensure the transposition of Directive 2019/878 of the European Parliament and of the Council of 20 May 2019, Directive 2019/879 of the European Parliament and of the Council of 20 May 2019, Directive 2019/2034 of the European Parliament and of the Council of 27 November 2019, Directive 2019/2177 of the European Parliament and of the Council of 19 December 2019, Directive 2021/338 of the European Parliament and of the Council of 16 February 2021 and containing various other provisions, the reference in this article to the provisions of Book XII of the Law of 25 April 2014 must be read as a reference to these provisions as they were applicable before their repeal by Article 425 of this law. § 2. In application of Article 315, second paragraph of the aforementioned Law of 11 July 2021, Articles 16, 17, 18, 1°, 3°, 4°, 7°, 10° to 18°, 20° to 23°, 20, 21, 22, 27, 30, 1° and 3°, 31, 32, 34, 36 to 41, 43, 66, 67, 162, 165, 166, 218, 219, 220, 224, 228, 230 to 232, 259, 263, 266, 2° and 302 of the aforementioned Law of 11 July 2021 enter into force on the date referred to in Article 426, § 1st.

ANNEXE.

Art. N.
(Image not included for technical reasons, see M.B. of 26-09-2022, p. 70083)

Parliamentary Work

Chamber of Representatives (www.lachambre.be) Documents: K55-2763 Verbatim Record 13 and 14 July 2022.

Signatures

We hereby promulgate this law, order that it be sealed with the Seal of the State and published by the Belgian Monitor.
Given in Brussels, on 20 July 2022.
PHILIPPE
By the King:
The Minister of Finance,
V. VAN PETEGHEM
Sealed with the Seal of the State:
The Minister of Justice,
V. VAN QUICKENBORNE

Preamble

PHILIPPE, King of the Belgians,
To all, present and future, Greeting.
The Chamber of Representatives has adopted and We sanction what follows:
BOOK I - SCOPE OF APPLICATION - DEFINITIONS - GENERALITIES

List of Amendments

Law of 22-07-2026 published on 07-08-2026

Articles modified:
2; 3; 7; 14; 15; 17; 20; 22; 22/1; 22/2; 27; 29; 31; 32; 33; 33/1; 34; 35; 46; 48; 54; 60/1; 60/2; 61; 63; 66; 86; 89/1; 95; 96; 98; 101; 120; 120/1; 125/1; 133; 166/1; 171; 182; 183; 184; 193; 196; 202; 204; 205; 205/1; 207; 235; 236; 238; 242; 260; 271; N