Law of 2 August 2002 on the supervision of the financial sector and financial services

Title

2002003392

2 AUGUST 2002. - Law on the supervision of the financial sector and financial services. (NOTE: Consultation of versions prior to 04-09-2002 and update as of 24-12-2025)

Source: Finances

Publication: 4 September 2002

Number: 2002003392

page: 39121

File number: 2002-08-02/64

Entry into force:
4 September 2002 (ART. 131 - ART. 2) (ART. 133) (ART. 141,§1 - ART. 141,§3) (ART. 141,§8 - ART. 141,§10) (ART. 145) (ART. 31) A141 1 December 2002 (ART. 100 - ART. 116(1)) (ART. 80 - ART. 83(1)) (ART. 85 - ART. 87(1)) (ART. 89(1)) (ART. 91 - ART. 94(1)) (ART. 96(1)) (ART. 98(1)) 1 June 2003 (Art.129) (Art.130,§1) (Art.132,3°-Art.132,4°) (Art.134) (Art.136) (Art.137,§1) (Art.137,§3) (Art.138) (Art.139,§1) (Art.139,§2) (Art.140,§1) (Art.140,§2) (Art.140,§3) (Art.140,§4) (Art.140,§5) (Art.140,§7) (Art.141,§4-Art.141,§6) (Art.142) (Art.143,§1) (Art.143,§3-Art.143,§5) (Art.144) (Art.147) (Art.28-Art.30) (Art.3-Art.25) (Art.32-Art.43) (Art.36,§1) (Art.36,§3) (Art.37-Art.38) (Art.52) A139 A140 A141 A142 A143 1 July 2003 (Art.141,§7) (Art.47-Art.48) (Art.54) (Art.59) (Art.64) (Art.69) A141 1 January 2004 (Art.143,§2) (Art.146,L1) (Art.146,L2) (Art.63) A143 27 March 2006 (Art.132,1°-Art.132,2°) undetermined (ART. (149)) A127 A140

This text modifies the following texts:

1989011067 1998003441 1967111021 1995011169 1939113051 1935070950 1975070904 1995003337 1945051806 1990003737 1999A09646 1993003235 1967111019 1991003038 1934102450 1998003158

122 archived versions

252 execution decrees

CHAPTER I. - General provisions.
Art. 1-2, 2/1
CHAPTER II. - [Financial instrument markets and transactions on financial instruments] [1 , and conduct rules]1 <AR 2007-04-27/85, art. 5, 028; In force: 01-11-2007> Section 1. - Regulated markets.
Art. 3-6, 6bis, 7-13
Section 2.
Art. 14
Section 3.
Art. 15
Section 4.
Art. 16-17, 17bis, 18-20
Section 5. - Stockbrokers.
Art. 21
Section 5bis. [1 Codification of financial instruments issued in Belgium]1 Art. 21bis Section 6. [1 Central securities depositories and central counterparties - Provisions relating to the supervision of financial and non-financial counterparties under Regulations 648/2012 and 2015/2365 and provisions relating to securities settlement under Regulation 909/2014"]1 Art. 22, 22bis, 22ter, 22quater, 23, 23bis, 23ter, 23quater Section 7. - Transactions on financial instruments and conduct rules [1 ...]1. Sub-section 1st. [1 - Use of a qualified intermediary]1 Art. 24 Sub-section 2. [1 - Market abuse]1 Art. 25, 25bis Sub-section 3. [1 - Conduct rules]1 Art. 26-27, 27bis, 27ter, 27quater, 28, 28bis, 28ter, 28quater, 29, 29bis, 30, 30bis, 30ter, 30quater Sub-section 4. - [1 Privilege of qualified intermediaries and [2 central securities depositories]2, and gaming exception.]1 Art. 31-32 Section 8. - Supervision by the [1 FSMA]1. <AR 2003-03-25/34, art. 1, 002; In force: 01-01-2004> Art. 33-36, 36bis, 37, 37bis, 37ter, 37quater, 37quinquies, 37sexies, 37septies, 37octies, 37nonies, 37decies, 37undecies Section 9. - Criminal sanctions. Art. 38-40, 40bis, 41-43 Section 10. - International cooperation in the fight against market abuse. <Inserted by AR 2005-08-24/42, art. 9; In force: 19-09-2005> Art. 43bis CHAPTER III. - (Banking, Financial and Insurance Commission). <AR 2003-03-25/34, art. 1, 002; In force: 01-01-2004> Section 1. - General provisions. Art. 44-45, 45bis, 45ter, 46, 46bis, 46ter Section 2. - Bodies. Art. 47-48, 48bis, 49-53 Section 3. - Organisation. Art. 54-58 Section 4. - Operation. Art. 59-69, 69bis, 69ter Section 5. [1 - Procedural rules for the imposition of administrative fines by the FSMA in the matters referred to in Article 45 and for the imposition of measures and administrative fines referred to in Article 59 of the law on the organisation of the profession and public supervision of auditors.]1 Art. 70-73 Section 5bis. [1 - Publication of periodic penalty payments]1 Art. 73bis Section 6. - Professional secrecy, exchange of information and cooperation with other authorities. Art. 74-77, 77bis, 77ter, 77quater, 77quinquies Section 7. - [1 Investigative powers, administrative fines and measures in case of unlawful offer or provision of financial products or services and criminal provisions]1 Art. 78, 78bis, 79-85, 85bis, 86, 86bis, 86ter, 87 Section 8. [1 Compliance officers]1 Art. 87bis Section 9. [1 Assistance of auditors]1 Art. 87ter Section 10. [1 Communication of information]1 [2 and access to websites]2 Art. 87quater Section 11. [1 - Mystery shopping]1 Art. 87quinquies CHAPTER IV. - [1 Committee on risks and systemic financial
institutions.]1 [2 repealed]2 Art. 88-106 Section 6. - Professional secrecy, exchange of information and cooperation with other authorities. <Repealed by AR 2003-03-25/34, art. 17, 003; In force: 01-01-2004> Art. 109-114 Section 7. - Investigative powers and criminal provisions. <Repealed by AR 2003-03-25/34, art. 17, 003; In force: 01-01-2004> Art. 115-116 CHAPTER IV. <Repealed by L 2010-07-02/17, art. 23, 042; In force: 26-10-2010> Art. 117, 117bis, 117ter, 118-119 CHAPTER V. - Recourse against decisions taken by the Minister, by the [1 FSMA]1 and by [2 market operators]2 [, intervention of the FSMA before criminal courts and action for cessation]. <L 2013-07-31/03, art. 4, 052; In force: 09-09-2013> <Chapter renumbered by L 2007-05-02/31, art. 49, 028; In force: 22-06-2007> Art. 120-128 CHAPTER VI. [1 - Out-of-court settlement of financial disputes]1 Art. 128/1, 128/2, 128/3, 128/4, 128/5, 128/6 CHAPTER VII. - Modifying, repealing and miscellaneous provisions. <Chapter renumbered by L 2007-05-02/31, art. 49, 028; In force: 22-06-2007> Art. 129-149

Text

CHAPTER I. - General provisions.

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

Art. 2. For the purposes of this Law, the following terms shall be understood as:

1° [financial instrument: [26] any instrument belonging to one of the following categories, including when such instruments are issued using distributed ledger technology as referred to in Article 2, 1), of Regulation (EU) 2022/858]26 :

a) securities, as defined in 31°; b) money market instruments, as defined in 32°; c) units in collective investment undertakings; d) options, [14] futures contracts]14] , swaps, forward rate agreements and all other derivative contracts relating to securities, currencies, interest rates or yields [14] , emission quotas]14] or other derivatives, financial indices or financial measures which can be settled physically or in cash; e) options, [14] futures contracts]14] , swaps, [14] forward contracts]14] and all other derivative contracts relating to commodities which are to be settled in cash or may be settled in cash at the request of one of the parties (otherwise than in the event of default or other event causing termination); f) options, [14] futures contracts]14] , swaps and any other derivative contract relating to commodities which can be settled physically, provided that they are traded on [14] a regulated market, an MTF or an OTF, with the exception of wholesale energy products which are traded on an OTF and which are to be settled physically]14] ; g) options, [14] futures contracts]14] , swaps, forward contracts and all other derivative contracts relating to commodities which can be settled physically, not mentioned elsewhere in point f) and not intended for commercial purposes, which have the characteristics of other financial derivative instruments [14] ...]14] ; h) derivative instruments used for the transfer of credit risk; i) financial contracts for differences; j) options, [14] futures contracts]14] , swaps, forward rate agreements and all other derivative
contracts relating to climatic variables, freight rates, [14] ...]14] or to inflation rates or other official economic statistics which are to be settled in cash or may be settled in cash at the request of one of the parties (otherwise than in the event of default or other event causing termination), as well as all other derivative contracts concerning assets, rights, obligations, indices and measures not mentioned elsewhere in 1°, which have the characteristics of other financial derivative instruments [14] taking into account that, in particular, they are traded on a regulated market, an MTF or an OTF]14] ;] <AR 2007-04-27/85, art. 2, 1°, 028; En vigueur : 01-11-2007>

k) [14] emission quotas;]14

[14] l) other assets or rights designated by the King on the advice of the FSMA and the Bank, where applicable for the application of the provisions which He indicates;]14

2° [11] "admitted market practice": a specific market practice which is admitted by the competent authority of a Member State in accordance with Article 13 of Regulation 596/2014;]11

[16] 2°/1 "trading venue": a trading venue, as defined in Article 3, 5°, of the Law of 21 November 2017;]16

3° [16] "regulated market": a regulated market as defined in Article 3, 7°, of the Law of 21 November 2017;]16

4° [16] "multilateral trading facility (MTF)": an MTF as defined in Article 3, 10°, of the Law of 21 November 2017;]16

5° [16] "Belgian regulated market": a Belgian regulated market as defined in Article 3, 8°, of the Law of 21 November 2017;]16

6° [16] "regulated market of another Member State": a regulated market of another Member State, as defined in Article 3, 9°, of the Law of 21 November 2017;]16

[16] 6°/1 "organised trading facility" or "OTF" (organised trading facility): an OTF, as defined in Article 3, 13°, of the Law of 21 November 2017;]16

7° [16] "market operator": a market operator as defined in Article 3, 3°, of the Law of 21 November 2017;]16

8° [16] "systematic internaliser": a systematic internaliser as defined in Article 3, 29°, of the Law of 21 November 2017;]16

9° "financial intermediary": any person whose regular occupation or business is the provision of investment services on a professional basis;

10° "qualified intermediary": any financial intermediary belonging to one of the following categories:

a) credit institutions under Belgian law registered on the list referred to [8] in Article 14 of the [12] Law of 25 April 2014 on the status and supervision of credit institutions and securities companies]12;]8

b) credit institutions whose home State is another Member State of the European Economic Area and which are authorised to provide investment services in Belgium in accordance [8] with Article 312 or 313]8] of the same Law;

c) credit institutions whose home State is a third State and which are authorised to provide investment services in Belgium in accordance [8] with Article 333]8] of the same Law;

d) [investment firms under Belgian law authorised as securities companies or portfolio management and investment advice companies;] <AR 2007-04-27/85, art. 2, 7°, 028; En vigueur : 01-11-2007>

e) investment firms whose home State is another Member State of the European Economic Area and which are authorised to provide investment services in Belgium under Article 110 of the same Law, including natural persons whose home State admits the provision of investment services as a natural person;

f) investment firms whose home State is a third State and which are authorised to provide investment services in Belgium under Article 111 of the same Law;

g) [...]; <AR 2007-04-27/85, art. 2, 8°, 028; En vigueur : 01-11-2007>

h) the European Central Bank, the [2] Bank]2] and the other central banks of the Member States of the European Economic Area, without prejudice to the application of Article 108 of the Treaty on the Functioning of the [7] European Union]7;

i) other financial intermediaries designated by the King on the advice of the [[4] FSMA]4], where applicable for the application of the provisions which He indicates; <AR 2003-03-25/34 art. 1, 002; En vigueur : 01-01-2004>

[22] 10°/1 "Member State": a State party to the Agreement on the European Economic Area (EEA)]22

11° ["home Member State":

a) in the case of an investment firm:

i) if it is a natural person, the Member State where its central administration is located;

ii) if it is a legal person, the Member State where its registered office is located;

iii) if, in accordance with its national law, it has no registered office, the Member State where its central administration is located;

b) [16] ...]16

12° "third State": any State which is not a member of the European Economic Area;

13° ["host Member State": the Member State, other than the home Member State, in which an investment firm has a branch or provides services and/or carries out activities [16] ...]16;] <AR 2007-04-27/85, art. 2, 10°, 028; En vigueur : 01-11-2007>

14° [15] "inside information": any information within the meaning of Article 7, paragraphs 1 to 4, of Regulation 596/2014;]15

15° ["limit order": the order to buy or sell a financial instrument at the specified price limit or better and for a specified quantity;] <AR 2007-04-27/85, art. 2, 11°, 028; En vigueur : 01-11-2007>

16° [9] "central counterparty": a central counterparty as defined in Article 2, 1), of 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;]9

17° [18] ...]18

18° "open consultation": the procedure by which the content of a decree or regulation which the King, the Minister, [or the [4] FSMA]4] intends to adopt is previously exposed by the competent authority in a consultative note which is published on the website of the Ministry of Finance [or of the [4] FSMA]4], as the case may be, with an invitation to interested parties to submit their comments within the time limit defined in the note; <AR 2003-03-25/34, art. 2, 002; En vigueur : 01-01-2004>

19° "Minister": subject to specific provisions, the Minister of Finance [...]; <AR 2003-03-25/34, art. 2, 002; En vigueur : 01-01-2004>

20° ["2] Bank]2]: the National Bank of Belgium;

[3] 20°bis "organic law of the Bank": the Law of 22 February 1998 laying down the organic statute of the National Bank of Belgium;]3

21° [6] 21° "FSMA": the Financial Services and Markets Authority, in German "Autorität Finanzielle Dienste und Märkte" and in English "Financial Services and Markets Authority";]6

[22° [15] 22° "issuer": an issuer within the meaning of Article 3, paragraph 1, point 21), of Regulation 596/2014;]15

23° [15] 23° "commodity spot contract": a commodity spot contract within the meaning of Article 3, paragraph 1, point 15), of Regulation 596/2014;]15

24° [15] 24° "wholesale energy product": a wholesale energy product referred to in Article 2, point 4), of Regulation (EU) No 1227/2011 of the European Parliament and of the Council of 25 October 2011 on integrity and transparency of the European wholesale energy market;]15

25° [14] "emission quota": an emission quota composed of all units recognised as complying with the requirements of Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a scheme for greenhouse gas emission allowance trading within the Community and amending Council Directive 96/61/EC (emission trading scheme);]14

26° "distribution channels": the channels by which information is made public or is likely to be made public, and "information likely to be made public": any information to which a large number of persons have access.] <AR 2005-08-24/42, art. 2, 3°, 016; En vigueur : 19-09-2005>

[27° "client": any natural or legal person to whom an investment firm or a credit institution provides investment services and/or ancillary services [6] , as well as any natural or legal person who uses other financial services or financial products referred to in the relevant provision]6];

28° "professional client": any client meeting the criteria defined by the King [3] on the advice of the FSMA and the Bank]3];

29° "retail client": a client who is not treated as a professional client;

30° "eligible counterparties": persons determined by the King on the advice of the [4] FSMA]4];

31° "securities": the categories of transferable securities on the capital market (excluding payment instruments), such as:

a) shares in companies and other securities equivalent to shares in companies, partnership-type companies or other entities, as well as certificates representing shares;

b) bonds and other forms of securitised debt, including certificates relating to such securities;

c) any other value giving the right to acquire or sell such values or giving rise to cash settlement, fixed with reference to securities, a currency, an interest rate or yield, commodities or other indices or measures;

32° "money market instruments": the categories of instruments usually traded on the money market, such as Treasury bills, certificates of deposit and commercial paper (excluding payment instruments);

[16] 32/1° "depositary receipts": depositary receipts as defined in Article 3, 18° of the Law of 21 November 2017;]16

33° [16] "competent authority": the FSMA or the authority designated by each Member State in application of Article 67 of Directive 2014/65/EU, unless otherwise provided in the Directive;]16

34° "credit institution": any establishment [8] referred to in Book II and Titles I and II of Book III of [12] the Law of 25 April 2014 on the status and supervision of credit institutions and securities companies]12;]8

35° "collective investment undertaking management company [10]": a management company within the meaning [5] [10] of Article 3, 12°]10] of the Law of 3 August 2012 on certain forms of collective management of investment portfolios]5];

[10] 35°/1 "AIFM": a management company within the meaning of Article 3, 12° of the Law of 19 April 2014 on alternative investment funds and their managers;]10

[14] 36° "Directive 2014/65/EU": Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU;

37° "Regulation 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;]14

38° [16] "Delegated Regulation 2017/565": Commission Delegated Regulation (EU) 2017/565 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 applicable to investment firms and the definition of certain terms for the purposes of that Directive;]16

38/1° "Delegated Directive 2017/593": Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive;

39° "financial products": savings, investment or insurance products;

40° "financial services": services relating to one or more financial products;

40°/1 "crypto-asset": a digital representation of a value or a right which may be transferred and stored electronically, using distributed ledger technology or a similar technology;

41° "the Law of 25 April 2014": the Law of 25 April 2014 on the status and supervision of credit institutions;

41°/1 "the Law of 21 November 2017": the Law of 21 November 2017 on financial instrument market infrastructures and transposing Directive 2014/65/EU;

41°/2 "the Law of 20 July 2022": the Law of 20 July 2022 on the status and supervision of stockbroking companies and containing various provisions;

42° "savings account": an account evidencing the receipt of money deposits by credit institutions referred to in Article 28, first paragraph, 1°, of the Law of 11 July 2018 on public offers of investment instruments and the admission of investment instruments to trading on regulated markets, excluding payment accounts within the meaning of Article 2, 8°, of the Law of 10 December 2009 on payment services;

43° "ESMA": the European Securities and Markets Authority as established by European Parliament and Council Regulation (EU) No 1095/2010 of 24 November 2010;

44° "EBA": the European Banking Authority as established by European Parliament and Council Regulation (EU) No 1093/2010 of 24 November 2010;

45° "EIOPA": the European Insurance and Occupational Pensions Authority as established by European Parliament and Council Regulation (EU) No 1094/2010 of 24 November 2010;

46° "Regulation 648/2012": European Parliament and Council Regulation (EU) No 648/2012 of 4 July 2012 on OTC derivatives, central counterparties and trade repositories;

47° "financial counterparty": an undertaking as defined in Article 2(8) of Regulation 648/2012 or in Article 3(3) of Regulation 2015/2365;

48° "non-financial counterparty": an undertaking as defined in Article 2(9) of Regulation 648/2012 or in Article 3(4) of Regulation 2015/2365;

49° "Regulation 596/2014": European Parliament and Council Regulation (EU) No 596/2014 of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC;

50° Law of 25 October 2016: the Law of 25 October 2016 on access to the activity of providing investment services and on the status and supervision of portfolio management companies and investment advice companies;

51° "Regulation 1286/2014": European Parliament and Council Regulation (EU) No 1286/2014 of 26 November 2014 on key information documents for packaged retail and insurance-based investment products;

52° "PRIIP": a product as defined in Article 4(3) of Regulation 1286/2014;

53° "Directive 2014/57/EU": Directive 2014/57/EU of the European Parliament and of the Council of 16 April 2014 on criminal sanctions for market abuse (market abuse directive);

54° "Directive (EU) 2015/2392": Commission Implementing Directive (EU) 2015/2392 of 17 December 2015 on Regulation (EU) No 596/2014 of the European Parliament and of the Council as regards regulatory technical standards with regard to the reporting to competent authorities of actual or potential infringements of that Regulation;

55° "Regulation 1031/2010": Commission Regulation (EU) No 1031/2010 of 12 November 2010 on the timing, administration and other aspects of auctioning of greenhouse gas emission allowances pursuant to Directive 2003/87/EC of the European Parliament and of the Council establishing a scheme for greenhouse gas emission allowance trading within the Community;

55°/1 "Regulation 2017/2402": European Parliament and Council Regulation (EU) 2017/2402 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;

56° "buy-back programme": a buy-back programme within the meaning of Article 3(1)(17) of Regulation 596/2014;

57° "stabilisation": stabilisation within the meaning of Article 3(2)(d) of Regulation 596/2014;

58° "cross-selling": the act of offering an investment service together with another service or product as part of a bundled offer or as a condition for obtaining the agreement or the bundled offer;

59° "agricultural commodity derivatives": derivative contracts relating to products listed in Article 1 and Annex I, Parts I to XX and XXIV/1, of European Parliament and Council Regulation (EU) No 1308/2013 of 17 December 2013 establishing a common organisation of the markets in agricultural products, as well as to products listed in Annex I to European Parliament and Council Regulation (EU) No 1379/2013 of 11 December 2013 on the common organisation of the markets in fishery and aquaculture products;

60° "durable medium": an instrument:
a) enabling a client to store information addressed personally to that client in a way accessible for future reference for a period of time adequate for the purposes of the information; and b) allowing the unchanged reproduction of the information stored;

61° "central securities depository" ("CSD"): a central securities depository as defined in Article 2(1)(1) of European Parliament and Council Regulation (EU) No 909/2014 of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012;

62° "Regulation 909/2014": European Parliament and Council Regulation (EU) No 909/2014 of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012;

63° "settlement": the settlement of a securities transaction, as defined in Article 2(1)(7) of Regulation 909/2014;

64° "settlement system": a securities settlement system as defined in Article 2(1)(10) of Regulation 909/2014;

65° "Regulation 2015/2365": European Parliament and Council Regulation (EU) 2015/2365 of 25 November 2015 on the transparency of securities financing transactions and of the reuse and amending Regulation (EU) No 648/2012;

66° "CSD service providers": the entities referred to in Article 36/26/1, §§ 4 and 5 of the Organic Law of the Bank;

67° "custodian banks": credit institutions referred to in Article 36/26/1, § 6, of the Organic Law of the Bank;

68° "Regulation 2016/679": European Parliament and Council Regulation (EU) 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);

69° "Regulation 2016/1011": European Parliament and Council Regulation (EU) 2016/1011 of 8 June 2016 on indices used as reference values in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014;

70° "reference index": a reference index within the meaning of Article 3(1)(3) of Regulation 2016/1011;

71° "reference index administrator": an administrator within the meaning of Article 3(1)(6) of Regulation 2016/1011;

72° "trade repository": a trade repository within the meaning of Article 2(2) of Regulation 648/2012.

For the application of this Law, the following terms are to be understood in the sense of the definition given in the Law of 25 October 2016:

1° investment firm;
2° investment services and activities;
3° ancillary services;
4° investment advice;
5° execution of orders for clients;
6° dealing on own account;
7° market making;
8° portfolio management;
9° tied agent;
10° branch;
11° qualifying holding;
12° parent undertaking;
13° subsidiary;
14° control;
15° close links;

16° structured deposit.

(3) AR 2011-03-03/01, art. 199 and 331, 045; In force: 01-04-2011> (4) AR 2011-03-03/01, art. 331, 045; In force: 01-04-2011> (5) AR 2012-11-12/05, art. 226, 049; In force: 10-12-2012> (6) L 2013-07-30/16, art. 12, 051; In force: 09-09-2013> (7) AR 2013-11-12/02, art. 38, 2°, 053; In force: 29-11-2013> (8) L 2014-04-25/09, art. 80, 056; In force: 07-05-2014> (9) L 2014-04-25/64, art. 15, 059; In force: 07-06-2014> (10) L 2014-04-19/62, art. 395, 061; In force: 27-06-2014> (11) L 2016-06-27/04, art. 3, 070; In force: 03-07-2016> (12) L 2016-10-25/04, art. 126, 072; In force: 28-11-2016> (13) L 2017-04-18/03, art. 38, 078; In force: 31-12-2016> (14) L 2017-07-31/10, art. 3,a,b,c,d,e,f,g, 080; In force: 03-01-2017> (15) L 2017-07-31/10, art. 3,h,i,j,k, 080; In force: 21-08-2017> (16) L 2017-11-21/08, art. 101, 082; In force: 03-01-2018> (17) L 2018-07-30/10, art. 42,2°-42,4°, 088; In force: 20-08-2018> (18) L 2018-07-30/10, art. 42,1°, 088; In force: undetermined and no later than 01-10-2020> (19) L 2019-05-02/25, art. 122, 099; In force: 31-05-2019> (20) L 2018-07-11/06, art. 37, 087; In force: 21-07-2019> (21) L 2021-07-04/04, art. 54, 104; In force: 23-07-2021> (22) L 2021-07-11/08, art. 13, 105; In force: 23-07-2021> (23) L 2022-02-23/09, art. 31, 107; In force: 28-02-2022> (24) L 2022-07-05/06, art. 4, 110; In force: 29-07-2022> (25) L 2023-12-20/08, art. 19, 116; In force: 25-01-2024> (26) L 2023-12-20/08, art.
114, 116; In force: 25-01-2024> (27) L 2024-12-02/07, art. 69, 118; In force: 30-12-2024> (28) L 2025-03-25/05, art. 11, 120; In force: 08-05-2025> (29) L 2025-12-11/13, art. 63, 123; In force: 03-01-2026>

Art. 2/1. [1 Any reference to this law, the decrees and regulations adopted for its implementation, or to any of their provisions, as well as any reference to European directives or regulations referred to in this law, or to any of their provisions, also include, where applicable, a reference to the provisions of delegated acts and regulatory or implementing technical standards adopted by the Commission in implementation of the European directives or regulations transposed or implemented by this law or by the decrees and regulations adopted for its implementation, or referred to by the reference in question.]1 ---------- (1) Inserted by L 2021-06-27/09, art. 339, 103; In force: 19-07-2021>

CHAPTER II. - [Financial instrument markets and transactions on financial instruments] [1 , and conduct rules]1 <AR 2007-04-27/85, art. 5, 028; In force: 01-11-2007> ---------- (1) AR 2011-03-03/01, art. 200, 045; In force: 01-04-2011>

Section 1. - Regulated markets.

Art. 3.
<Repealed by L 2017-11-21/08, art. 102, 082; In force: 03-01-2018>

Art. 4.
<Repealed by L 2017-11-21/08, art. 102, 082; In force: 03-01-2018>

Art. 5.
<Repealed by L 2017-11-21/08, art. 102, 082; In force: 03-01-2018>

Art. 6.
<Repealed by L 2017-11-21/08, art. 102, 082; In force: 03-01-2018>

Art. 6bis.
<Repealed by L 2017-11-21/08, art. 102, 082; In force: 03-01-2018>

Art. 7.
<Repealed by L 2017-11-21/08, art. 102, 082; In force: 03-01-2018>

Art. 8.
<Repealed by L 2017-11-21/08, art. 102, 082; In force: 03-01-2018>

Art. 9.
<Repealed by L 2017-11-21/08, art. 102, 082; In force: 03-01-2018>

§ 1. [5] ...[5]

§ 2. The King, upon advice from the FSMA, defines:

1° the obligations incumbent on issuers of securities admitted to trading on a regulated market referred to in § 3, as well as, where applicable, on any other person who, without the issuer's authorization, has requested admission to trading on a regulated market, regarding information to be provided to the public:
a) periodically regarding their activities and results; b) without delay, regarding direct and indirect changes in rights linked to securities or financial instruments derived therefrom;

2° the other obligations of the issuers or other persons referred to in 1°, towards holders of securities, specifically due to the admission of these securities to trading on a regulated market, notably to ensure equal treatment of holders in identical conditions and to enable them to exercise the rights conferred by the securities in question;

3° the possibilities for issuers referred to in 1° regarding holders of securities in terms of sending information by electronic means and, in specific cases, determining the place of meeting of the general meeting;

4° the specific obligations incumbent on issuers referred to in 1° regarding financial information to be provided to the public, as well as regarding information similar to financial information to be provided to the public;

4° bis the specific obligations incumbent on issuers referred to in 1° regarding sustainability information to be provided to the public;

5° the procedures and deadlines for publication, transmission to the FSMA, and storage of the information referred to in 1° and 2°, including the minimum standards to which the storage mechanism(s) must comply;

6° without prejudice to Articles 33 et seq., the rules regarding control by the FSMA - including possible powers and measures - of compliance with paragraphs 3, 4, and 6, rules established under this paragraph, 1° to 5°, as well as information obligations established in accordance with Article 8 of Regulation 2020/852, and notably the specifications provided in Delegated Regulation 2021/2178, and notably the conditions under which, in the event of a failure by an issuer or other person referred to in 1°, the FSMA may:
a) itself proceed, at the expense of the issuer or such other person, to the publication of certain information; or b) itself make public that the issuer or such other person does not fulfill its obligations;

7° the procedures for the transfer, by the FSMA to the ESMA, of the information it determines, with a view to making them accessible on the Single Access Point (ESAP).

The provisions established in execution of paragraph 1, 4°, do not prejudice the regulatory powers granted to the ministers responsible for the Economy, Justice, and Small and Medium-sized Enterprises, nor to the advisory competence of the Accounting Standards Commission.

If their securities are admitted to trading on a Belgian regulated market, the issuers referred to in § 3 publish the information referred to in paragraph 1 and inside information in French or Dutch, respecting any applicable Belgian legal rules, or, if these rules are not applicable, in French, Dutch, or a language usual in the international financial sphere.

If their securities are not admitted to trading on a Belgian regulated market, or if only debt securities with a unit nominal value of at least 100,000 euros are admitted to trading on a regulated market, the issuers referred to in § 3 publish, by way of derogation from the preceding paragraph, the information referred to in paragraph 1 and inside information, in French, Dutch, or a language usual in the international financial sphere.

The derogation referred to in the preceding paragraph also applies to debt securities with a unit nominal value of at least 50,000 euros that were already admitted to trading on a regulated market before 31 December 2010, and this for the duration of these debt securities.

When securities are admitted to trading on a regulated market without the issuer's authorization, the obligations provided for in paragraphs 3 and 4 do not fall on the issuer, but on the person who requested this admission without the issuer's authorization.

§ 3. The issuers referred to in § 2, paragraph 1, 1°, are:

1° if they are issuers of shares or issuers of debt securities with a unit nominal value less than 1,000 euros:
a) issuers having their statutory seat in Belgium; or b) issuers who have their statutory seat in a non-EEA State and who have chosen Belgium as their home Member State among the Member States in which their securities are admitted to trading on a regulated market;

2° for issuers not falling under 1°, issuers who have chosen Belgium as their home Member State between the EEA Member State where they have, where applicable, their statutory seat and the Member States in which their securities are admitted to trading on a regulated market, it being understood that the issuer can choose only one of these Member States as its home Member State;

3° issuers for whom Belgium is the home Member State in accordance with § 3bis.

For an issuer referred to in paragraph 1, 1°, b), who has chosen Belgium as its home Member State, Belgium remains the home Member State, unless its securities are no longer admitted to trading on a Belgian regulated market and it has chosen another home Member State among the other Member States in which its securities are admitted to trading on a regulated market, has made this choice public, and communicated it electronically to the FSMA.

For an issuer referred to in paragraph 1, 2°, who has chosen Belgium as its home Member State, this choice remains valid for at least three years, except:

1° if its securities are no longer admitted to trading on a regulated market; or 2° if, during this three-year period, its securities are no longer admitted to trading on a Belgian regulated market and it has chosen another home Member State among the other Member States in which its securities are admitted to trading on a regulated market and, where applicable, the Member State in which it has its statutory seat, has made this choice public, and communicated it to the FSMA; or 3° if, during this three-year period, the issuer has come within the scope of paragraph 1, 1°, and, following this change, has been assigned or has chosen another home Member State, has made this information public, and communicated it electronically to the FSMA.

§ 3bis. For issuers whose securities are, exclusively or not, admitted to trading on a Belgian regulated market and who do not make public their choice of home Member State within three months from the date their securities were first admitted to trading on a regulated market, Belgium will be, until they have chosen a single home Member State and made this choice public:
(i) the home Member State if the securities are exclusively admitted to trading on a Belgian regulated market; (ii) one of the home Member States if the securities are not exclusively admitted to trading on a Belgian regulated market.

§ 4. For the application of § 2, paragraph 4, and § 3, paragraph 1, 1°, "debt securities" means bonds and other negotiable securitized forms of debt, excluding securities equivalent to shares or which, following their conversion or the exercise of the rights they confer, give the right to acquire shares or securities equivalent to shares.

For the application of § 2, paragraph 4, debt securities denominated in a currency other than the euro are assimilated to debt securities with a unit nominal value of at least 100,000 euros when the counter-value of the unit nominal value at the date of issue is equivalent to at least 100,000 euros.

For the application of § 2, paragraph 5, debt securities denominated in a currency other than the euro are assimilated to debt securities with a unit nominal value of at least 50,000 euros when the counter-value of the unit nominal value at the date of issue is equivalent to at least 50,000 euros.

For the application of § 3, paragraph 1, 1°, debt securities denominated in a currency other than the euro are assimilated to debt securities with a unit nominal value less than 1,000 euros when the counter-value of the unit nominal value at the date of issue is less than or almost equivalent to 1,000 euros.

For the application of § 3, the King may, upon advice from the FSMA, define the procedure by which an issuer makes public the identity of its home Member State and communicates it to the supervisory authorities of the concerned Member States.

For the purpose of controlling compliance with this Article and the decrees and regulations taken for its execution, including the taking of measures and sanctions in case of infringement, references made in the provisions of this law to persons or legal entities are understood to also cover unincorporated registered companies and trusts.

§ 5. The King, upon advice from the FSMA, may, for other issuers than those referred to in § 3 whose securities are, exclusively or not, admitted to trading on a Belgian regulated market:

1° establish rules concerning the communication to the FSMA of the identity of the home Member State within the meaning of Directive 2004/109/EC; 2° establish rules regarding the cooperation of the FSMA with the competent authority of the home Member State; 3° specify the conditions under which the FSMA may take precautionary measures; 4° determine the precautionary measures that the FSMA may specifically take.

Information regarding issuers referred to in paragraph 1 is published in French, Dutch, or a language usual in the international financial sphere.

The King, upon advice from the FSMA, may make the rules regarding publication and transmission to the FSMA established for information relating to issuers referred to in § 3, applicable in whole or in part to information concerning other issuers than those referred to in § 3 whose securities are exclusively admitted to trading on a Belgian regulated market and which must be published pursuant to national legislation adopted for the transposition of Directive 2004/109/EC.

§ 5bis. The King, upon advice from the FSMA, may, for other issuers than those referred to in § 3 whose statutory seat is established in Belgium but whose securities are exclusively admitted to trading on one or more foreign regulated markets, establish rules concerning the communication to the FSMA of the identity of the home Member State within the meaning of Directive 2004/109/EC.

§ 6. Upon advice from the FSMA, the King may, where applicable under the conditions he defines, extend in whole or in part the application of this Article and make certain provisions of the decrees taken in execution of this Article applicable in whole or in part to issuers whose financial instruments are admitted to trading on an MTF or are traded there. The King may, in this framework, adapt the rules of this Article or the decrees taken for its execution, according to the specificities of the concerned MTF.

Where applicable, the King may, in the exercise of this authorization, define rules for certain types of issuers, for certain types of MTFs, or for the MTFs he designates.

§ 7. The King may, upon advice from the FSMA, provide that a Belgian law issuer whose part of at least the voting securities are admitted to trading on a regulated market is required to make public certain information, notably concerning defense mechanisms put in place against a public takeover bid, in its annual report referred to in Articles 3:5 and 3:32 of the Code of Companies and Associations, and that the administrative body of the concerned company presents an explanatory report on this subject to the annual general meeting of shareholders.

§ 8. The public prosecutor informs the FSMA of any summons he issues, with a view to a declaration of bankruptcy or within the framework of a judicial reorganization procedure, against an issuer whose financial instruments are admitted to trading on a Belgian or foreign regulated market.

The clerk of the Enterprise Court informs the FSMA, as soon as possible and no later than twenty-four hours, of any petition seeking the opening of a judicial reorganization procedure filed by an issuer referred to in paragraph 1, of any decision declaring bankruptcy taken by the court against such an issuer, of any decision taken by the court president against such an issuer within the framework of Article XX.32, § 1, of the Code of Economic Law, and of any decision taken by the court on the report of the delegated judge or upon petition or summons of the public prosecutor against such an issuer within the framework of a judicial reorganization procedure.

Paragraphs 1 and 2 do not prejudice the obligations of issuers regarding information to be provided to the public.

(1)AR [2010-12-19/15], art. 35, 044; En vigueur : 03-02-2011 (2)AR [2011-03-03/01], art. 331, 045; En vigueur : 01-04-2011 (3)L [2013-07-17/24], art. 49, 050; En vigueur : 16-08-2013 (4)L [2013-07-30/16], art. 15, 051; En vigueur : 09-09-2013 (5)L [2016-06-27/04], art. 6,a, 070; En vigueur : 03-07-2016 (6)L [2016-06-27/04], art. 6,b-6,r, 070; En vigueur : 01-10-2016 (AR [2016-09-11/07], art. 27) (7)L [2017-07-31/10], art. 5, 080; En vigueur : 21-08-2017 (8)L [2018-04-15/14], art. 252, 100; En vigueur : 01-11-2018 (9)AR [2022-04-18/12], art. 17, 109; En vigueur : 11-06-2022 (10)L [2024-12-02/07], art. 70, 118; En vigueur : 30-12-2024

Art. 11. (Abrogé) <AR [2007-04-27/85], art. 13, 028; En vigueur : 01-11-2007>

Art. 12.
<Abrogé par L [2017-11-21/08], art. 102, 082; En vigueur : 03-01-2018>

Art. 13.
[Abrogated by Law 2017-11-21/08, art. 102, 082; Effective: 03-01-2018]

Section 2.
[Abrogated by Law 2017-11-21/08, art. 102, 082; Effective: 03-01-2018]

Art. 14.
[Abrogated by Law 2017-11-21/08, art. 102, 082; Effective: 03-01-2018]

Section 3.
[Abrogated by Law 2017-11-21/08, art. 102, 082; Effective: 03-01-2018]

Art. 15.
[Abrogated by Law 2017-11-21/08, art. 102, 082; Effective: 03-01-2018]

Section 4.
[Abrogated by Law 2017-11-21/08, art. 102, 082; Effective: 03-01-2018]

Art. 16.
[Abrogated by Law 2017-11-21/08, art. 102, 082; Effective: 03-01-2018]

Art. 17.
[Abrogated by Law 2017-11-21/08, art. 102, 082; Effective: 03-01-2018]

Art. 17bis.
[Abrogated by Law 2017-11-21/08, art. 102, 082; Effective: 03-01-2018]

Art. 18.
[Abrogated by Law 2017-11-21/08, art. 102, 082; Effective: 03-01-2018]

Art. 19.
[Abrogated by Law 2017-11-21/08, art. 102, 082; Effective: 03-01-2018]

Art. 20.
[Abrogated by Law 2017-11-21/08, art. 102, 082; Effective: 03-01-2018]

Section 5. - Stockbrokers.
[Abrogated by Law 2017-12-05/04, art. 83, 083; Effective: 01-03-2018]

Art. 21.
[Abrogated by Law 2017-12-05/04, art. 83, 083; Effective: 01-03-2018]

Section 5bis. [1] Codification of financial instruments issued in Belgium [1]

(1)Inserted by Law 2009-12-22/16, art. 86, 035; Effective: 10-01-2010

Art. 21bis.[1] The Minister of Finance designates the body responsible for ensuring the activity of codification of financial instruments issued in Belgium.
Any legal or regulatory provision making direct or indirect reference to the body responsible for ensuring the activity of codification of financial instruments issued in Belgium must be understood as referring to the body referred to in the preceding paragraph. It succeeds by operation of law to any other body to which it is possibly referred.
[1]Inserted by Law 2009-12-22/16, art. 86, 035; Effective: 10-01-2010

Section 6. [1] Central securities depositories and central counterparties - Provisions relating to the control of financial and non-financial counterparties under Regulations 648/2012 and 2015/2365 and provisions relating to the settlement of securities under Regulation 909/2014 [1]

(1)Law 2018-07-30/10, art. 43, 088; Effective: 20-08-2018

Art. 22.[1] § 1. When it approves a central counterparty in accordance with Article 36/25, § 3, of the Organic Law of the Bank, the latter makes available to the FSMA the information referred to in Article 17, paragraph 2 of Regulation 648/2012 that is useful for the exercise of its powers, as well as any modification made to this information that is subsequently communicated to it. § 2. The opinion of the FSMA referred to in Article 36/25, § 3, of the Organic Law of the Bank concerns:
a) the adequacy of the organization of the central counterparty, with regard to compliance with the rules referred to in Article 45, § 1, first paragraph, 1° and 3°, and § 2; b) the adequacy of the integrity policy of the central counterparty, with regard to compliance with the rules referred to in Article 45, § 1, first paragraph, 1° and 3°, and § 2; c) the professional honorability of natural persons called upon to be members of the legal administrative body of the central counterparty, the management committee, or, in the absence of a management committee, the natural persons called upon to be responsible for effective management, if these persons are proposed for the first time for such a function in a financial company controlled by the Bank under Article 36/2 of the Law of 22 February 1998. The FSMA delivers its opinion no later than one month after receipt of the request for an opinion based on the information referred to in paragraph 1. The absence of an opinion within this period is considered a positive opinion. If the Bank does not take into account the opinion of the FSMA on the aforementioned questions in the first paragraph, it states this and mentions the reasons in the reasoning of the decision regarding the authorization request. The opinion of the FSMA regarding points a) and b) of the first paragraph is attached to the notification of the decision regarding the authorization request referred to in Article 17, paragraph 2 of Regulation 648/2012. § 3. The FSMA participates in the college referred to in Article 18 of Regulation 648/2012. The opinion rendered within the college does not prejudice the FSMA's opinion competence under Article 36/25, § 3, of the Organic Law of the Bank. § 4. The FSMA is associated, regarding its competencies, with the review and evaluation referred to in Article 21 of Regulation 648/2012. § 5. The FSMA controls and monitors, regarding its competencies, central counterparties established in Belgium. In particular, without prejudice to the competencies of the Bank under Article 36/25, § 4 of the Organic Law of the Bank, the FSMA ensures that central counterparties established in Belgium comply with Article 33 of Chapter I of Title IV of Regulation 648/2012, Chapter II of Title IV of Regulation 648/2012, as well as Article 48 of Regulation 648/2012 to the extent that the protection of the assets and positions of clearing members and clients is concerned. § 6. In accordance with Article 29, paragraph 3, of Regulation 648/2012, a central counterparty makes available to the FSMA, upon request, the information referred to in paragraphs 1 and 2 of the aforementioned Article 29. § 7. When a central counterparty informs the Bank of a change in its management bodies in accordance with Article 31, paragraph 1, of Regulation 648/2012, the Bank consults the FSMA to allow it to assess the professional honorability of the members of the legal administrative body of the central counterparty and the members of the
management committee, or, in the absence of a management committee, the persons responsible for effective management, if these persons are proposed for the first time for such a function in a financial company controlled by the Bank under Article 36/2 of the Law of 22 February 1998. [1]Restored by Law 2014-04-25/64, art. 17, 059; Effective: 07-06-2014 ---------- (1)Inserted by Law 2009-12-22/16, art. 86, 035; Effective: 10-01-2010

Art. 22.[1] § 1. The FSMA is competent to ensure compliance with Title II of Regulation 648/2012 [3] and Articles 4 and 15 of Regulation 2015/2365 [3] by financial and non-financial counterparties that do not fall under the control of the Bank under Article 36/25bis of the Organic Law of the Bank [5] nor under that of the OCM in accordance with the Law of 6 August 1990 relating to mutual funds and national unions of mutual funds [5].[1]Inserted by Law 2014-04-25/64, art. 18, 059; Effective: 07-06-2014 [2]Without prejudice to paragraphs 2 and 3, the FSMA may, for the exercise of its mission referred to in the first paragraph [3] regarding compliance with Title II of Regulation 648/2012 [3], request the assistance of auditors registered in the public register of the Institute of Auditors, including to identify non-financial counterparties subject to the provisions of Regulation 648/2012.[2]Law 2016-12-25/11, art. 96, 076; Effective: 30-12-2016 [2]§ 2. [4]Without prejudice to Article 34, § 1, 1°, c), the auditors responsible for controlling the financial statements of non-financial counterparties that meet the criteria referred to in the second paragraph, submit to it, at the expense of these companies, special reports on compliance with obligations arising from Regulation 648/2012. The FSMA defines, by regulation:
1° the cases in which the obligation to submit the aforementioned special reports applies; 2° the frequency of these special reports; and 3° the cases in which the frequency of the reports may, if applicable, be reduced or increased, in accordance with a risk-based approach. In this regard, the regulation takes into account, in particular, the importance of the derivatives activity of the non-financial counterparty, the risk profile of this activity, the existence of breaches observed or remarks made by the auditor or the FSMA during a previous exercise, the appointment of a new auditor, or the fact that it is a non-financial counterparty that is subject for the first time to the provisions of Regulation 648/2012 or whose organization has undergone a significant change.[4]Law 2021-07-04/04, art. 66, 104; Effective: 23-07-2021 The auditors communicate to the management of non-financial counterparties the reports they submit to the FSMA in accordance with this paragraph. The regulations referred to in this article are adopted in accordance with Article 64.[2]Law 2016-12-25/11, art. 96, 076; Effective: 30-12-2016 [2]§ 3. The auditors who, in the exercise of their functions as auditors of non-financial counterparties subject to the control of the FSMA [6] in accordance with Articles 3:58 et seq. of the Code of Companies and Associations [6], observe decisions or facts that may constitute a violation of the provisions of Regulation 648/2012, inform the management of the non-financial counterparty in a detailed manner. If, within a period of three months from this information, the non-financial counterparty does not take the necessary measures to comply with the relevant rules, the auditors inform the FSMA, on their own initiative, in writing. No civil, criminal, or disciplinary action may be brought, nor any disciplinary sanction imposed, against auditors who have in good faith transmitted information referred to in the preceding paragraph to the FSMA.[2]Law 2016-12-25/11, art. 96, 076; Effective: 30-12-2016 [3]§ 4. For the purpose of fulfilling the missions referred to in paragraph 1, the FSMA may:
1° exercise the powers referred to in Articles 34 and 35 with regard to all natural or legal persons; 2° exercise the powers referred to in Articles 79 to 85 according to the modalities provided by these articles; The provisions of Articles 36, 36bis, and 37 of this Law are applicable in case of non-compliance with obligations and prohibitions arising from Regulation 648/2012 and Regulation 2015/2365 and provisions adopted on the basis of or in execution of them, as well as in case of infringement of measures taken by the FSMA under these regulations by financial and non-financial counterparties subject to the control of the FSMA under paragraph 1.[3]Law 2018-07-30/10, art. 44, 088; Effective: 20-08-2018 ---------- (1)Inserted by Law 2014-04-25/64, art. 18, 059; Effective: 07-06-2014 (2)Law 2016-12-25/11, art. 96, 076; Effective: 30-12-2016 (3)Law 2018-07-30/10, art. 44, 088; Effective: 20-08-2018 (4)Law 2021-07-04/04, art. 66, 104; Effective: 23-07-2021 (5)Law 2022-07-05/06, art. 5, 110; Effective: 29-07-2022 (6)Law 2024-12-02/07, art. 71, 118; Effective: 30-12-2024

Art. 22bis.
[Abrogated by Law 2018-07-30/10, art. 45, 088; Effective: 20-08-2018]

Art. 22ter.[1] The FSMA is competent to execute the specific supervisory tasks that the ESMA may delegate in accordance with Article 74 of Regulation 648/2012 [2] and Article 9, § 1, of Regulation 2015/2365 [2].-1 ---------- (1)Inserted by Law 2014-04-25/64, art. 20, 059; Effective: 07-06-2014 (2)Law 2018-07-30/10, art. 46, 088; Effective: 20-08-2018

Art. 22quater.
[Abrogated by Law 2018-07-30/10, art. 47, 088; Effective: Indeterminate and no later than 01-10-2020]

Art. 23.[1] § 1. Without prejudice to the competencies of the Bank under Articles 8 and 36/26/1 of the Organic Law of the Bank and the decrees adopted for its implementation, the FSMA controls and monitors central securities depositories established in Belgium, with regard to compliance with the rules referred to in Article 45, § 1, 1°, and with regard to compliance with rules intended to ensure fair, equitable, and professional treatment of participants and their clients. In this regard, the FSMA ensures that central securities depositories established in Belgium comply with Articles 26, paragraph 3, 29, 32 to 35, 38, 49, and 53 of Regulation 909/2014. § 2. The Bank makes available to the FSMA the information referred to in Article 17, paragraph 2 of Regulation 909/2014, in order to allow it to exercise its competencies referred to in paragraph 1, as well as any modifications made to this information. § 3. When it approves a central securities depository in accordance with Articles 16 and 17 of Regulation 909/2014, the Bank collects the opinion of the FSMA. The Bank also collects the opinion of the FSMA when it is informed of modifications having an impact on compliance with the conditions governing approval in accordance with Article 16, paragraph 4 of Regulation 909/2014 and when it proceeds to the review and evaluation referred to in Article 22 of Regulation 909/2014. The opinion of the FSMA concerns the aspects falling within its competencies as defined in paragraph 1 and, in particular, in this regard, the adequacy of the organization of the central securities depository, and the policies and procedures adopted by the central securities depository to comply with Regulation 909/2014. The opinion of the FSMA also concerns the professional honorability of natural persons called upon to be members of the legal administrative body of the central securities depository, the management committee, or, in the absence of a management committee, the natural persons called upon to be responsible for effective management, if these persons are proposed for the first time for such a function in a financial company controlled by the Bank under Article 36/2 of the Law of 22 February 1998. § 4. The Bank also consults the FSMA in accordance with paragraph 3 when it is seized with a request for approval of an extension of activities or outsourcing of a core service to a third party in accordance with Article 19 of Regulation 909/2014. When the request for extension of activities aims at establishing an interoperable link, including with central securities depositories of third countries, the opinion of the FSMA concerns the threat that such a link might represent for the smooth and orderly functioning of financial markets within the meaning of Article 19, paragraph 4 of Regulation 909/2014. § 5. The FSMA delivers its opinion no later than within the same period as that prescribed in Article 17, paragraph 4 of Regulation 909/2014 for the concerned authorities.
The absence of an opinion within this period is considered a positive opinion. If the Bank does not take into account the opinion of the FSMA, it states this and mentions the reasons in the reasoning of the decision regarding the authorization request. Except for the opinion referred to in paragraph 3, fourth paragraph, the opinion of the FSMA is attached to the notification of the decision regarding the authorization request referred to in Article 17, paragraph 8 or Article 19, paragraph 2 of Regulation 909/2014. § 6. The Bank also collects the opinion of the FSMA, according to the same modalities described in the preceding paragraphs, when it intends to withdraw the approval of a central securities depository in accordance with Article 20 of Regulation 909/2014. § 7. When a central securities depository subject to the law of another EEA Member State envisages establishing a branch in Belgium, or providing the services referred to in Section A, points 1 and 2 of the Annex to Regulation 909/2014, relating to financial instruments constituted under Belgian law, the Bank makes available to the FSMA the information referred to in Article 23, paragraph 3 of Regulation 909/2014, in order to allow it to exercise its competencies described in the preceding paragraphs, as well as any modification made to this information. In accordance with Article 23, paragraph 6, point a) of Regulation 909/2014, the Bank collects the opinion of the FSMA for the approval of the evaluation referred to in Article 23, paragraph 3, point e) of this same regulation. § 8. When a central securities depository subject to the law of a third country envisages establishing a branch in Belgium, or providing the services referred to in Section A, points 1 and 2 of the Annex to Regulation 909/2014, relating to financial instruments constituted under Belgian law, the Bank makes available to the FSMA the information referred to in Article 25, paragraph 6 of Regulation 909/2014, in order to allow it to exercise its competencies described in the preceding paragraphs, as well as any modification made to this information. In accordance with Article 25, paragraph 6, third paragraph of Regulation 909/2014, the Bank collects the opinion of the FSMA for the evaluation of compliance with the provisions referred to in Article 25, paragraph 4, point d) of this same regulation. § 9. The FSMA is competent to ensure compliance with Articles 3, §§ 1 and 2, first paragraph, 5, §§ 2 and 6, §§ 1 and 2 of Title II of Regulation 909/2014. Without prejudice to the competencies of the Bank, the FSMA is also competent to ensure compliance with Articles 6, §§ 3 and 4, and 7 of Title II of Regulation 909/2014. § 10. For the purpose of fulfilling the missions referred to in this article, the FSMA may:
1° exercise the powers referred to in Articles 34 and 35 with regard to all natural or legal persons; 2° exercise the powers referred to in Articles 79 to 85 according to the modalities provided by these articles; The provisions of Articles 36, 36bis, and 37 of this Law are applicable in case of non-compliance with obligations and prohibitions arising from Regulation 909/2014, provisions adopted on the basis of or in execution of it, as well as in case of infringement of measures taken by the FSMA under this regulation. [1]Law 2018-07-30/10, art. 48, 088; Effective: 20-08-2018 ---------- (1)Law 2018-07-30/10, art. 48, 088; Effective: 20-08-2018

Art. 23ter. Without prejudice to the powers of the National Bank under Article 36/26/1, §§ 5 and 6 of the organic law of the National Bank and the decrees issued for its implementation, the FSMA supervises and monitors the support entities of central securities depositories and depositary banks established in Belgium, from the perspective of its powers referred to in Article 45, § 1, 1°, and from the perspective of compliance with rules intended to ensure fair, equitable, and professional treatment of participants and their clients.

The National Bank rules on applications for approval of support entities of central securities depositories and depositary banks on the opinion of the FSMA.

On the opinion of the National Bank and the FSMA, the King specifies the conditions for approval and the conditions for exercising the activity of support entities of central securities depositories and depositary banks that fall within the competence of the FSMA, as well as the scope of the opinion of the FSMA as referred to in the preceding paragraph.

(1) Law [2018-07-30/10], art. 49, 088; Effective: 20-08-2018

Art. 23quater. (former art. 23bis. Inserted by Royal Decree [2007-04-27/85], art. 20; Effective: 01-11-2007)

§ 1. Without prejudice to Titles III, IV or V of Regulation 648/2012, investment firms and credit institutions from other Member States have the right to access in Belgium, directly and indirectly, the [5] settlement[5] and clearing systems, including central counterparty systems, for the purpose of settling or organizing the settlement of transactions in financial instruments. The direct and indirect access of said investment firms and said credit institutions to these [5] settlement[[5]](t "<L 2018-07-30/10, art. 50, 088; En vigueur : 20-08-2018>"] is subject to the same non-discriminatory, transparent and objective criteria as those applicable to Belgian members or participants and covers all transactions, whether they are executed or not on a trading venue established in Belgium.[4]

§ 2. Every Belgian regulated market offers all its members or all its participants the right to designate the settlement system for transactions in financial instruments carried out on said market, subject to the establishment of arrangements and links between the designated settlement system and any other system or facility necessary to ensure the efficient and economic settlement of the transactions in question.

The [2] FSMA[2] may not prohibit the use of such a system unless it has clear and demonstrable reasons to believe that the technical conditions for settling transactions concluded on this regulated market via another settlement system than the one designated by the regulated market are likely to compromise the smooth and orderly functioning of financial markets.

This assessment by the [2] FSMA[2] is without prejudice to the competences of national central banks in their role of supervision of settlement systems or those of other authorities responsible for the surveillance of these systems. In exercising its aforementioned competences, the [2] FSMA[2] takes adequate account of the supervision and/or surveillance already exercised by other authorities.

[4] ...

§ 3. [5]. Without prejudice to Titles III, IV and V of Regulation 648/2012, Belgian investment firms, credit institutions and market operators operating an MTF or a regulated market are authorized to agree with settlement systems or clearing organizations, including central counterparty systems, from another Member State on appropriate mechanisms to organize the settlement and/or clearing of all or part of the transactions concluded by their members or participants within the framework of their systems.

Without prejudice to Titles III, IV and V of Regulation 648/2012, the FSMA may not prohibit the use of settlement systems or clearing organizations, including central counterparty systems, from another Member State, unless it has clear and demonstrable reasons to believe that such prohibition is necessary to preserve the orderly functioning of the MTF or the regulated market and taking into account the conditions imposed on settlement systems set out in paragraph 2.

In exercising this competence, the FSMA takes adequate account of the supervision and/or surveillance of these systems already exercised by national central banks as supervisors of settlement and clearing systems or by other competent surveillance authorities regarding these systems.[5]

§ 4. [5] § 4. Belgian regulated markets are authorized to agree with settlement systems or clearing organizations, including central counterparty systems, from another Member State on appropriate mechanisms to organize the clearing and/or settlement of all or part of the transactions concluded by their participants within the framework of their systems.

The FSMA may not prohibit the use of settlement systems or clearing organizations, including central counterparty systems, from another Member State, unless it has clear and demonstrable reasons to believe that such prohibition is necessary to preserve the orderly functioning of the regulated market and taking into account the conditions imposed on settlement systems in paragraph 2.

In exercising this competence, the FSMA takes adequate account of the supervision and/or surveillance of these systems already exercised by national central banks as supervisors of these settlement and clearing systems or by other competent surveillance authorities regarding these systems.

This article is not applicable to members of the European System of Central Banks, other bodies with similar national objectives, nor to other public bodies responsible for managing public debt or intervening in such management.[5].

(1) Law [2010-06-02/10], art. 6, 040; Effective: 24-06-2010 (2) Royal Decree [2011-03-03/01], art. 331, 045; Effective: 01-04-2011 (3) Law [2014-04-25/64], art. 21, 059; Effective: 07-06-2014 (4) Law [2017-11-21/08], art. 103, 082; Effective: 03-01-2018 (5) Law [2018-07-30/10], art. 50, 088; Effective: 20-08-2018

Section 7. - Transactions in financial instruments and conduct rules [1] ...[1].

(1) Law [2013-07-30/16], art. 17, 051; Effective: 09-09-2013

Sub-section 1. [1] - Use of a qualified intermediary[1]

(1) Inserted by Royal Decree [2011-03-03/01], art. 207, 045; Effective: 01-04-2011

Art. 24. Investors established in Belgium are required to carry out their transactions in financial instruments issued by companies and bodies governed by Belgian law and admitted to trading on a Belgian regulated market through the intervention of a qualified intermediary.

Paragraph 1 does not apply:
1° to occasional operations between individuals; 2° to transfers of financial instruments conferring at least 10 percent of the voting rights of the company or body concerned; 3° to transfers of financial instruments conferring voting rights between companies among which there are close links; 4° to operations between compartments of the same collective investment undertaking referred to in Book III of the Law of 4 December 1990 on financial operations and financial markets.

The King, on the opinion of the [1] FSMA[1], may exclude professional investors from the scope of application of Paragraph 1, where applicable under the conditions and within the limits He defines. Royal Decree [2003-03-25/34], art. 1, 002; Effective: 01-01-2004

(1) Royal Decree [2011-03-03/01], art. 331, 045; Effective: 01-04-2011

Sub-section 2. [1] - Market abuse[1]

(1) Inserted by Royal Decree [2011-03-03/01], art. 208, 045; Effective: 01-04-2011

Art. 25. § 1. [7] The FSMA assumes the missions assigned to any competent authority by Regulation 596/2014 and ensures compliance with this Regulation and the provisions adopted on the basis of or in execution of this Regulation.

For the purpose of fulfilling these missions, the FSMA may:
1° exercise the powers provided for in Articles 34 and 35; 2° take the measures and sanctions provided for in Articles 36 and 36bis; 3° exercise the powers provided for in the [8] Articles 79 to 85bis[8] according to the procedures laid down by these articles; 4° impose on any natural person whose responsibility is engaged in an offense committed under Articles 14 to 20 of Regulation 596/2014, a temporary prohibition on trading for own account.[7]

[10] The provisions of Articles 36 and 37 are applicable in case of non-compliance with obligations or measures imposed pursuant to Paragraph 2, 3°.[10]

§ 2. [7] By way of derogation from Article 19, paragraph 3, first and second paragraphs, of Regulation 596/2012, transactions notified in accordance with paragraph 1 of said Article are made public by the FSMA on its website. If issuers, participants in the emission allowance market or other entities referred to in Article 19, paragraph 10, of Regulation 596/2014 choose nevertheless to proceed themselves to the publication of the transactions notified to them, they are required to comply with the requirements provided for in Article 19, paragraph 3, first and second paragraphs, of Regulation 596/2014.[7]

[11] § 2/1. When an issuer or a participant in the emission allowance market defers the publication of inside information pursuant to Article 17, paragraph 4, of Regulation 596/2014, it informs the FSMA, immediately after the publication of the information, of the fact that the publication has been deferred and of the date on which the decision to defer was taken. The FSMA may request the issuer or the participant in the emission allowance market to justify how the conditions set out in Article 17, paragraph 4, of Regulation 596/2014 were respected.[11]

[7] ...[7]

[2] [7] § 3.[7] [7] Without prejudice to the application of Regulation 596/2014, it is[7] prohibited for any person to disseminate information or rumors, through the media, via the Internet or by any other means, which give or are likely to give false or misleading indications on the situation, notably financial, of a credit institution, an insurance undertaking, an investment firm or a [9] central securities depository, a support entity of such a depository or a depositary bank[9], likely to harm its financial stability, while knowing or ought to have known that the information was false or misleading.

In the case of journalists acting within the framework of their profession, the assessment of a possible breach, notably regarding the verification of information, is carried out with regard to the regulations or ethical obligations applicable to this profession.[2]

[7] ...[7]

(1) Law [2009-12-22/16], art. 89, 035; Effective: 31-12-2009; Modified effective: 30-12-2005 by 2010-12-29/01, art. 46 (2) Law [2010-06-02/10], art. 10, 040; Effective: 24-06-2010 (3) Royal Decree [2011-03-03/01], art. 198, 045; Effective: 01-04-2011 (4) Royal Decree [2011-03-03/01], art. 331, 045; Effective: 01-04-2011 (5) Law [2013-07-30/16], art. 18, 051; Effective: 09-09-2013 (6) Law [2014-04-25/09], art. 168, 056; Effective: 07-05-2014 (7) Law [2016-06-27/04], art. 8, 070; Effective: 03-07-2016 (8) Law [2017-07-31/10], art. 6, 080; Effective: 21-08-2017 (9) Law [2018-07-30/10], art. 51, 088; Effective: 20-08-2018 (10) Law [2019-05-02/25], art. 124, 099; Effective: 31-05-2019 (11) Law [2025-12-11/13], art. 151, 123; Effective: 03-01-2026

Art. 25bis.

Sub-section 3. [1] - Conduct rules[1]

(1) Inserted by Royal Decree [2011-03-03/01], art. 209, 045; Effective: 01-04-2011

Art. 26. AR 2007-04-27/85, art. 21, 028; En vigueur : 01-11-2007> The following are subject to the conditions for the exercise of activity provided for by and under [articles 27 to 28bis]6:
1° credit institutions and Belgian investment firms [except as regards branches established in another EEA State]1 6. However, Article 27, § 2, second paragraph, § 3, second paragraph, and § 10 apply to such branches 6; 2° [except for Article 27, § 2, second paragraph, § 3, second paragraph, and § 10,]6 branches established in Belgium by credit institutions and investment firms subject to the law of an EEA Member State, as regards transactions carried out on Belgian territory; 3° branches established in Belgium by credit institutions and investment firms subject to the law of third countries; 4° [except for firms subject to the law of a third country registered with ESMA in accordance with Articles 46 to 49 of Regulation 600/2014,]6 credit institutions and investment firms subject to the law of third countries that are legally authorized to provide services in Belgium, as regards transactions carried out on Belgian territory; 5° management companies for collective investment undertakings established in Belgium, as regards their investment services as referred to in [Article 3, 23° of the Law of 3 August 2012 on certain forms of collective portfolio management]3; 5 6° management companies for AIFs established in Belgium, as regards their investment services as referred to in Article 3, 43° of the Law of 19 April 2014 on alternative investment funds and their managers.5 7 ...7 1 The persons mentioned in the first paragraph 7 ...7 are, in this subsection, referred to as "regulated entities".1 According to the rules specified by the King on the advice of the [FSMA]2, the aforementioned regulated entities are authorized, when they execute orders for the account of clients and/or trade for own account and/or receive and transmit orders, to initiate transactions between eligible counterparties or to conclude transactions with such counterparties without having to comply with the obligations provided 9 by and under
Articles 27, § 1, § 2, first paragraph, and § 3, first paragraph, and §§ 5 to 9, 27bis, §§ 1 to 7, 27ter, §§ 1 to 3, 5 to 8, 27quater, § 1 and 28, as regards such transactions or any ancillary service directly linked to such transactions9. 6 The King defines what is meant by "eligible counterparties". In their relationship with eligible counterparties, regulated entities act in an honest, fair, and professional manner and communicate in a correct, clear, and non-misleading way, taking into account the nature of the eligible counterparty and its activities.6 6 ...6 The rules provided for by [articles 27 to 28bis]6 do not apply to members of the European System of Central Banks, other national bodies with a similar purpose, nor to other public bodies responsible for managing public debt or intervening in such management. 6 Articles 27 to 27quater, and paragraphs 7 to 9 of this article also apply to regulated entities when they market structured deposits or provide advice on such deposits to clients.6 8 For the purposes of the first paragraph, 1° and 2°:

related agents established in another EEA Member State and used by Belgian credit institutions or investment firms are treated as a branch established in that other Member State;
Related agents established in Belgium and used by credit institutions and investment firms subject to the law of another EEA Member State are treated as a branch established in Belgium.8

(1)<AR 2011-03-03/01, art. 210, 045; En vigueur : 01-04-2011> (2)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (3)<AR 2012-11-12/05, art. 226, 049; En vigueur : 10-12-2012> (4)<L 2013-07-30/16, art. 19, 051; En vigueur : 01-01-2014> (5)<L 2014-04-19/62, art. 397, 061; En vigueur : 27-06-2014> (6)<L 2017-11-21/08, art. 104, 082; En vigueur : 03-01-2018> (7)<L 2018-12-06/11, art. 4, 093; En vigueur : 28-12-2018> (8)<L 2021-06-27/09, art. 340, 103; En vigueur : 19-07-2021> (9)<L 2022-02-23/09, art. 32, 107; En vigueur : 28-02-2022>

Art. 27.[1 § 1. When they offer or provide financial products or services, or, where applicable, ancillary services, regulated entities must act in an honest, fair, and professional manner that serves the best interests of their clients and in a manner that promotes market integrity. When offering or providing investment services, or, where applicable, ancillary services, they must in particular comply with the conduct rules set out in paragraphs 2 to 10 and Articles 27bis to 27quater. § 2. Regulated entities that design financial instruments intended for sale to clients must ensure that such financial instruments are designed to meet the needs of a defined target market of end clients within the relevant category of clients, and that the distribution strategy for the financial instruments is compatible with the defined target market, and regulated entities take reasonable measures to ensure that the financial instrument is distributed to the defined target market. Any regulated entity that designs financial instruments must make available to any distributor all useful information on the financial instrument and on the product validation process, including the defined target market of the financial instrument. § 3. Any regulated entity understands the financial instruments it offers or recommends, assesses the compatibility of the financial instruments with the needs of clients to whom it provides investment services, taking into account, in particular, the defined target market of end clients referred to in Article 26/1 of the Law of 25 October 2016 and Article 65/2 of the Law of 25 April 2014, and ensures that financial instruments are only offered or recommended when this serves the client's interests. Regulated entities also regularly review the financial instruments they offer or market, taking into account any event that could significantly affect the potential risk facing the defined target market, in order to evaluate at least whether the financial instrument continues to meet the needs of the defined target market and whether the planned distribution strategy remains appropriate. [2 § 3/1. Regulated entities are exempt from the obligations set out in paragraphs 2 and 3 when the investment service they provide relates to bonds that do not incorporate a derivative instrument other than a "make-whole redemption clause" or when financial instruments are marketed exclusively for eligible counterparties, as defined in implementation of Article 26, paragraph 8, or distributed exclusively to eligible counterparties.2 § 4. Regulated entities take all appropriate reasonable measures to identify and avoid or manage conflicts of interest arising between themselves, including their directors, senior managers, employees, and related
agents, or any person directly or indirectly linked to them by a control relationship, and their clients, or between their clients, when providing any investment service and any ancillary service or a combination of these services, including those arising from the receipt of incentives from third parties or from the remuneration structure and other incentive structures specific to the regulated entity. When the organizational or administrative measures taken by a regulated entity to prevent conflicts of interest from harming its clients' interests are insufficient to guarantee, with reasonable certainty, that the risk of harming clients' interests will be avoided, the entity clearly informs them, before acting on their behalf, of the general nature and/or source of these conflicts of interest, as well as of the measures taken to mitigate these risks. This information to clients must be provided on a durable medium. This information must contain sufficient details, taking into account the nature of the client, to enable the latter to make an informed decision regarding the service in the context of which the conflict of interest arises. § 5. When a regulated entity informs the client that investment advice is provided independently:
1° it evaluates a sufficient range of financial instruments available on the market, which must be sufficiently diversified in terms of their type and issuers, or providers, to ensure that the client's investment objectives can be achieved appropriately, and must not be limited to financial instruments issued or provided by:
a) the regulated entity itself or by entities having close links with it; or b) other entities with which the regulated entity has legal or economic relations, such as contractual relations, so close that they present a risk of harming the independence of the advice provided; 2° it does not accept, by keeping them, fees, commissions, or other monetary or non-monetary benefits related to the provision of the service to clients, paid or provided by a third party or by a person acting on behalf of a third party. Minor non-monetary benefits that are likely to improve the quality of the service provided to a client and whose size and nature are such that they cannot be considered as preventing the regulated entity from complying with its duty to act in the best interests of the client may be accepted, provided they are clearly signaled to the client. § 6. When providing portfolio management services, the regulated entity does not accept, by keeping them, fees, commissions, or other monetary or non-monetary benefits related to the provision of the service to clients, paid or provided by a third party or by a person acting on behalf of a third party. Minor non-monetary benefits that are likely to improve the quality of the service provided to a client and whose size and nature are such that they cannot be considered as preventing the regulated entity from complying with its duty to act in the best interests of the client may be accepted, provided they are clearly signaled to the client. § 7. Regulated entities do not fulfill their obligations under paragraphs 1 and 4 when they pay or receive remuneration or a commission, or provide or receive a non-pecuniary benefit in connection with the provision of an investment service or an ancillary service, to or by any party, excluding the client or the person acting on behalf of the client, unless the payment or benefit:
1° is intended to improve the quality of the service concerned to the client; and 2° does not harm compliance with the regulated entity's obligation to act in an honest, fair, and professional manner in the best interests of its clients.
The client is clearly informed of the existence, nature, and amount of the payment or benefit referred to in the first paragraph, or, when this amount cannot be established, of its calculation method in a complete, accurate, and understandable manner before the relevant investment service or ancillary service is provided. Where applicable, the regulated entity also informs the client about the mechanisms for passing on to the client the remuneration, commission, and pecuniary or non-pecuniary benefit received in connection with the provision of the investment service or ancillary service. The payment or benefit that enables the provision of investment services or is necessary for such provision, such as custody fees, exchange and settlement commissions, regulatory taxes, and procedural fees, and which by nature cannot cause a conflict with the obligation incumbent on the regulated entity to act in an honest, fair, and professional manner in the best interests of its clients, is not subject to the requirements set out in the first paragraph. The King, on the advice of the FSMA and after open consultation, specifies the implementation details of the rule referred to in this paragraph, in particular to satisfy the obligations arising from Directive 2014/65/EU and Delegated Directive 2017/593. The King may in particular define which minor non-pecuniary benefits can improve the quality of the service provided to a client and, given the overall level of benefits provided by an entity or a group of entities, are of such size and nature that they are unlikely to prevent the regulated entity from complying with its obligation to act in the best interest of the client. § 8. A regulated entity providing investment services to clients must ensure that it does not remunerate or evaluate the performance of its employees in a manner contrary to its obligation to act in the best interests of its clients. In particular, it does not make any provision in the form of remuneration, sales targets, or otherwise that could encourage employees to recommend a particular financial instrument to a retail client when the regulated entity could offer another financial instrument that better meets the needs of that client. § 9. When an investment service is offered with another service or product as part of a bundled offer or as a condition for obtaining the agreement or bundled offer, the regulated entity indicates to the client whether it is possible to purchase the different elements separately and provides separate justifications of the costs and fees inherent in each element. When the risks resulting from such an agreement or bundled offer proposed to a retail client are likely to be different from those associated with the different elements taken separately, the regulated entity provides an appropriate description of the different elements of the agreement or bundled offer and explains how the interaction modifies the risk. The King may establish, on the advice of
the FSMA, a non-exhaustive list of cross-selling practices that are likely to constitute an infringement of legal obligations arising from European law, in particular Directive 2005/29/EC on unfair commercial practices. § 10. A regulated entity does not conclude title transfer financial collateral contracts with retail clients to secure their present or future obligations, actual, conditional, or potential, or to cover them in any other way.1 [2 § 11. The provision of research by third parties to regulated entities providing portfolio management services or other investment services or ancillary services to clients is considered to fulfill the obligations set out in paragraph 1 if:
a) before the provision of execution services or research, an agreement has been concluded between the regulated entity and the research provider, specifying which part of the combined fees or joint payments for execution services and research is attributable to the research; b) the regulated entity informs its clients of joint payments for execution services and research performed by third-party research providers; and c) the research for which combined fees or joint payment are made concerns issuers whose market capitalization, for the thirty-six-month period preceding the provision of the research, did not exceed 1 billion euros, based on end-of-year quotations for the years in which they are or were listed or based on equity for the years in which they are or were not listed. For the purposes of this paragraph, "research" means material or research services concerning one or more financial instruments or other assets or the issuers or potential issuers of financial instruments, or material or research services closely related to a specific sector or market in such a way that they allow forming an opinion on the financial instruments, assets, or issuers of that sector or market. Research also covers material or services that explicitly or implicitly recommend or suggest an investment strategy and formulate a reasoned opinion on the current or future value or price of financial instruments or assets, or otherwise contain original analysis and insights and draw conclusions based on existing or new information that can be used to guide an investment strategy and, by their relevance, can add value to decisions made by the regulated entity on behalf of clients to whom these research services are billed.2 ---------- (1)<L 2017-11-21/08, art. 105, 082; En vigueur : 03-01-2018> (2)<L 2022-02-23/09, art. 33, 107; En vigueur : 28-02-2022>

Art. 27bis.[1] § 1. When offering or providing financial products or services, all information, including advertising, addressed by the regulated entity to clients or potential clients, shall be correct, clear, and not misleading. Advertising information shall be clearly identifiable as such.

§ 2. Appropriate information shall be communicated in good time to clients or potential clients regarding the regulated entity and its services, the financial instruments and investment strategies offered, execution platforms, and all associated costs and fees.

§ 3. Where investment advice is provided, the regulated entity must indicate to the client, in good time before the provision of investment advice:
1° whether the advice is provided independently; 2° whether it is based on a broad or more restricted analysis of different types of financial instruments and, in particular, whether the range is limited to financial instruments issued or offered by entities having close links with the regulated entity or any other legal or economic relationship, such as a contractual relationship, so close that it poses a risk to the independence of the advice provided; 3° whether the regulated entity provides the client with a periodic assessment of the suitability of the financial instruments recommended to him.

§ 4. Information on the financial instruments and investment strategies offered must include appropriate guidance and warnings on the risks inherent in investing in these instruments or certain investment strategies, specifying whether the financial instrument is intended for retail clients or professional clients, taking into account the target market defined in accordance with Article 27, § 2.

§ 5. Information on all associated costs and fees must include information relating to investment services and ancillary services, including the cost of advice, if applicable, the cost of financial instruments recommended to the client or marketed to the client, and how the client can pay for them, which also includes any third-party payments.

Information relating to all costs and fees, including costs and fees related to the investment service and the financial instrument, which are not caused by the occurrence of a risk of the underlying market, shall be aggregated to enable the client to grasp the total cost, as well as the cumulative effect on the return on investment, and, if the client requests, a breakdown by item is provided. Where applicable, this information is provided to the client regularly, at least annually, during the life of the investment.

[2] When the purchase or sale agreement of a financial instrument is concluded using a distance communication means preventing prior communication of information on costs and fees, the regulated entity may provide the information on costs and fees either in electronic format or on paper, when the retail client requests it, without unjustified delay after the conclusion of the transaction, provided that both of the following conditions are met:
a) the client has consented to receive this information without unjustified delay after the conclusion of the transaction; b) the regulated entity has given the client the opportunity to delay the conclusion of the transaction until he has received this information.

In addition to the requirements set out in the preceding paragraph, the regulated entity is required to give the client the opportunity to receive information on costs and fees by telephone before the conclusion of the transaction.

The requirements set out in this paragraph do not apply to services provided to professional clients unless they concern investment advice and portfolio management.[2]

§ 6. The information referred to in paragraphs 2 to 5 and in Article 27, § 7, shall be provided in a comprehensible form so that clients or potential clients can reasonably understand the nature of the investment service and the specific type of financial instrument proposed, as well as the risks associated therewith, and consequently make informed investment decisions. This information may be provided in a standardized form.

§ 7. In cases where an investment service is offered as part of a financial product that is already subject to other provisions of European Union law concerning credit institutions and consumer credit regarding information requirements, this service is not additionally subject to the obligations set out in paragraphs 1 to 6.

§ 8. A regulated entity notifies new clients and existing clients that electronic communications or telephone conversations between the regulated entity and its clients that result or are likely to result in transactions, will be recorded in accordance with Article 26, § 5, of the Law of 25 October 2016 and Article 64 of the Law of 25 April 2014.

This notification may be made only once, before the provision of investment services to new clients or existing clients.

A regulated entity does not provide investment services and activities by telephone to clients who have not been informed in advance that their electronic communications or telephone conversations are recorded, when these services and activities concern the reception, transmission, and execution of client orders.

Records kept in accordance with Article 26, § 5, of the Law of 25 October 2016 and Article 64 of the Law of 25 April 2014 are transmitted to the concerned clients, upon their request.[1]

[2] § 9. Regulated entities provide [3] all information that the provisions of Subsection 3 of Section 7 of Chapter II of this Law require to be provided [3] to clients or potential clients in electronic format, unless the client or potential client is an existing or potential retail client who has requested to receive this information on paper, in which case this information is provided to him on paper, free of charge.

Regulated entities inform existing or potential retail clients that they have the possibility to receive information on paper.

Regulated entities inform their existing retail clients who receive on paper the information that this article requires to be provided, of the fact that they will receive this information in electronic format, at least eight weeks before sending this information in electronic format. Regulated entities inform existing retail clients that they have the choice either to continue to receive information on paper or to receive it in electronic format. Regulated entities also inform their existing retail clients that this information will be automatically sent to them in electronic format if, within this eight-week period, they do not request to continue receiving it on paper. There is no need to inform existing retail clients who already receive in electronic format the information that this article requires to be provided.[2]

(1)<Inséré par L 2017-11-21/08, art. 106, 082; En vigueur : 03-01-2018> (2)<L 2022-02-23/09, art. 34, 107; En vigueur : 28-02-2022> (3)<L 2022-07-20/31, art. 93, 113; En vigueur : 15-09-2022>

Art. 27ter.[1] § 1. Regulated entities ensure and demonstrate to the FSMA upon request, that natural persons providing investment advice or information on financial instruments, investment services, or ancillary services to clients on behalf of the entity possess the necessary knowledge and skills to comply with their obligations under this article, Articles 27 and 27bis, and the decrees and regulations adopted for their implementation. The King fixes the criteria used to evaluate this knowledge and these skills.

§ 2. When providing investment advice or portfolio management services, the regulated entity obtains from the client or potential client the necessary information regarding his knowledge and experience in investment matters related to the specific type of product or service, his financial situation, including his ability to sustain losses, and his investment objectives, including his risk tolerance, in order to be able to recommend adequate investment services and financial instruments or to provide adequate portfolio management services, notably with regard to his risk tolerance and ability to sustain losses.

When a regulated entity provides investment advice recommending a bundled offer of services or products within the meaning of Article 27 § 9, it ensures that the bundled offer as a whole is appropriate.

[4] When providing investment advice or portfolio management services involving a change of financial instruments, regulated entities obtain the necessary information on the client's investment and analyze the costs and benefits of the change of financial instruments. When providing investment advice, regulated entities indicate to the client whether the benefits related to a change of financial instruments are or are not superior to the costs related to such a change.

The requirements set out in the preceding paragraph do not apply to services provided to professional clients, unless these clients inform the regulated entity, either in electronic format or on paper, that they wish to benefit from the rights provided therein. Regulated entities keep a record of such communications with their clients.[4]

§ 3. The regulated entity providing investment services other than those referred to in paragraph 2, asks the client or potential client to provide information on his knowledge and experience in investment matters related to the specific type of product or service offered or requested, in order to be able to determine whether the envisaged investment service or product is appropriate for the client.

When a bundled offer of services or products is envisaged in accordance with Article 27, § 9, the assessment covers the appropriateness of the bundled offer as a whole.

If the regulated entity considers, based on the information received in accordance with paragraph 1, that the product or service is not appropriate for the client or potential client, it warns him. This warning may be transmitted in a standardized form.

If the client or potential client does not provide the information on his knowledge and experience referred to in paragraph 1, or if the information provided is insufficient, the regulated entity warns the client or potential client that it cannot determine, for this reason, whether the envisaged service or product is appropriate for him. This warning may be transmitted in a standardized form.

§ 4. Any regulated entity receiving, through another regulated entity, the instruction to provide investment services or ancillary services on behalf of a client, may rely on the information regarding this client communicated by that latter entity. The regulated entity transmitting the instruction remains responsible for the completeness and accuracy of the information transmitted.

The regulated entity that receives the instruction in this manner to provide services on behalf of a client may also rely on any recommendation relating to the service or transaction in question given to the client by another regulated entity. The regulated entity that transmitted the instruction remains responsible for the adequacy of the recommendations or advice provided to the concerned client.

The regulated entity that receives the instruction or order from a client through another regulated entity remains responsible for the provision of the service or the execution of the transaction in question, based on the aforementioned information or recommendations, in accordance with the relevant provisions of this Law.

§ 5. When regulated entities provide investment services that comprise solely the execution and/or reception and transmission of client orders, with or without ancillary services, excluding the granting of credits or loans referred to in Article 2, 2°, 2, of the Law of 25 October 2016, in the framework of which the existing limits concerning loans, current accounts, and overdrafts for clients do not apply, they may provide these investment services to their clients without having to request the information nor carry out the assessment referred to in paragraph 3, if all of the following conditions are met:
1° the services relate to one of the following financial instruments:
a) shares admitted to trading on a regulated market or on an equivalent market of a third country, or on an MTF, if they are shares of companies, excluding units of collective investment undertakings (OPCA) and shares incorporating a derivative instrument; b) bonds and other debt securities admitted to trading on a regulated market or on an equivalent market of a third country, or on an MTF, excluding those incorporating a derivative instrument or presenting a structure that makes understanding the risk incurred difficult for the client; c) money market instruments, excluding those incorporating a derivative instrument or presenting a structure that makes understanding the risk incurred difficult for the client; d) shares or units of UCITS meeting the conditions of Directive 2009/65/EC referred to in Article 3, 8°, of the Law of 3 August 2012 concerning collective investment undertakings meeting the conditions of Directive 2009/65/EC and asset-backed commercial paper programs, excluding structured UCITS within the meaning of Article 36, paragraph 1, second subparagraph, of Regulation (EU) No 583/2010; e) structured deposits, excluding those incorporating a structure that makes understanding the risk incurred regarding the yield or exit cost of the product before maturity difficult for the client; f) other non-complex financial instruments for the purposes of this paragraph. For the purposes of this paragraph, a market of a third country is considered equivalent to a regulated market, if the requirements and procedure [3] referred to in Article 25, § 4, a), second subparagraph of Directive 2014/65/EU [3] are respected; 2° the service is provided at the initiative of the client or potential client; 3° the client or potential client has been clearly informed that, when providing this service, the regulated entity is not required to assess whether the financial instrument or service provided or offered is appropriate and that consequently, he does not benefit from the corresponding protection of the relevant conduct rules; this warning may be transmitted in a standardized form; 4° the regulated entity complies with the conflict of interest rules, provided for in Article 27, § 4.

§ 6. The regulated entity creates a file including the document(s) concluded by the entity and the client, setting out the rights and obligations of the parties as well as the other conditions under which the entity provides services to the client.

The rights and obligations of the parties to the agreement may be incorporated by reference to other documents or legal texts.

§ 7. The regulated entity provides its clients, on a durable medium, adequate reports on the service it provides to them. These reports include periodic communications to clients, depending on the type and complexity of the financial instruments concerned as well as the nature of the service provided to clients, and include, where applicable, the costs related to transactions carried out and services provided on behalf of the client.

When providing investment advice, the regulated entity hands over to the client, before the transaction is carried out, a suitability statement on a durable medium, specifying the advice given and how it responds to the preferences, objectives, and other characteristics of the retail client.

When the purchase or sale agreement of a financial instrument is concluded using a distance communication means that does not allow prior transmission of the suitability statement, the regulated entity may provide the suitability statement [2] ... [2] on a durable medium immediately after the client is bound by an agreement, subject to the following conditions being met:
1° the client has consented to receive the suitability statement without excessive delay after the conclusion of the transaction; and 2° the regulated entity has given the client the opportunity to delay the transaction so that he can receive the suitability statement beforehand.

When a regulated entity provides portfolio management services or has informed the client that it would carry out a periodic assessment of suitability, the periodic report includes an updated statement on how the investment meets the preferences, objectives, and other characteristics of the retail client.

[4] The requirements set out in this paragraph do not apply to services provided to professional clients, unless these clients inform the regulated entity, either in electronic format or on paper, that they wish to benefit from the rights provided therein. Regulated entities keep a record of such communications with their clients.[4]

§ 8. If a mortgage loan contract that is subject to the provisions relating to the assessment of consumer solvency contained in Book VII of the Code of Economic Law provides as a prerequisite the provision to the same consumer of an investment service relating to mortgage bonds issued specifically to obtain financing for the mortgage loan contract and equipped with identical conditions to it, in order that the loan be repayable, refinanced, or amortized, this service is not subject to the obligations set out in this article.[1]

(1)<Inséré par L 2017-11-21/08, art. 107, 082; En vigueur : 03-01-2018> (2)<L 2018-09-20/14, art. 19, 092; En vigueur : 20-10-2018> (3)<L 2021-06-27/09, art. 341, 103; En vigueur : 19-07-2021> (4)<L 2022-02-23/09, art. 35, 107; En vigueur : 28-02-2022>

Art. 27quater. [1] § 1. Regulated entities authorized to execute orders on behalf of clients apply procedures and provisions ensuring the rapid, fair, and efficient execution of these orders compared to other client orders or their own trading positions.

These procedures or provisions provide for the execution of client orders, otherwise comparable, based on the date of their receipt by the regulated entity.

§ 2. In the case of a limit order placed by a client concerning shares admitted to trading on a regulated market or traded on a trading venue and which is not executed immediately under the prevailing market conditions, regulated entities take, unless the client expressly instructs otherwise, measures aimed at facilitating the fastest possible execution of this order, by making it immediately public in a form easily accessible to other market participants.

Regulated entities are exempted from the obligation set out in paragraph 1 in the case of limit orders concerning an unusually large size, in accordance with the rules provided for this purpose in Article 4 of Regulation 600/2014, unless the FSMA decides otherwise.[1]

(1)<Inséré par L 2017-11-21/08, art. 108, 082; En vigueur : 03-01-2018>

[Art. 27quater] [28].[1] § 1. Within the framework of the conditions applicable to its activities, the regulated firm takes, in accordance with the provisions of paragraphs 2 to 8, all sufficient measures to obtain, when executing orders, the best possible result for its clients, taking into account the price, cost, speed, probability of execution and settlement, size, nature of the order, or any other consideration relating to the execution of the order. Nevertheless, whenever there is a specific instruction given by the clients, the regulated firm executes the order following this instruction.

When a regulated firm executes an order on behalf of a retail client, the best possible result is determined based on the total price, representing the price of the financial instrument and the costs related to execution, which include all expenses incurred by the client directly related to the execution of the order, including fees specific to the execution venue, clearing and settlement fees, and all other fees possibly paid to third parties who participated in the execution of the order.

In order to ensure the best possible result in accordance with the first paragraph when several competing execution venues are able to execute an order concerning a financial instrument, it is necessary to evaluate and compare the results that would be obtained for the client by executing the order on each of the execution venues selected by the regulated firm's order execution policy that are able to execute this order; in this evaluation, it is necessary to take into account the regulated firm's commissions and the costs for the execution of the order on each of the eligible execution venues.

§ 2. [2] ...]2

§ 3. [2] With regard to financial instruments that are subject to the trading obligations provided for in Articles 23 and 28 of Regulation (EU) No 600/2014, following the execution of an order on behalf of a client, the regulated firm communicates to the client the place where the order was executed.]2

§ 4. The regulated firm establishes and implements effective provisions to comply with paragraph 1. It establishes and implements in particular an order execution policy enabling it to obtain, for its clients' orders, the best possible result in accordance with the aforementioned paragraph.

§ 5. The order execution policy includes, for each category of financial instruments, information on the different platforms on which the regulated firm executes its clients' orders and the factors influencing the choice of the execution platform. It includes at least the platforms that allow the regulated firm to regularly obtain the best possible result for the execution of clients' orders.

The regulated firm provides appropriate information to its clients on its order execution policy. This information clearly explains, in a sufficiently detailed and easily understandable manner for clients, how orders will be executed by the regulated firm for its client. The regulated firm must obtain the prior consent of its clients on the order execution policy in question.

When the order execution policy provides that clients' orders can be executed outside a trading platform, the regulated firm informs its clients of this possibility in particular. The regulated firm must obtain the prior express consent of its clients before proceeding to execute their orders outside a trading platform. The regulated firm may obtain this consent either in the form of a general agreement or for specific transactions.

§ 6. [2] ...]2

§ 7. The regulated firm that executes clients' orders monitors the effectiveness of its order execution provisions and its policy in this regard to identify any shortcomings and remedy them if necessary. In particular, the regulated firm regularly evaluates whether the execution platforms provided for in its order execution policy allow obtaining the best possible result for the client or whether it must make modifications to its order execution provisions [2] ...]2. The regulated firm notifies clients with whom it has an ongoing relationship of any significant modification to its order execution provisions or its policy in this regard.

§ 8. The regulated firm demonstrates to its clients, upon their request, that it has executed their orders in accordance with the firm's execution policy. It also demonstrates this to the FSMA, upon its request.]1

(1)<L 2017-11-21/08, art. 109, 082; En vigueur : 03-01-2018> (2)<L 2025-12-11/13, art. 123, 123; En vigueur : 03-01-2026>

[Art. 28] [28bis].[1] Regulated firms settle their transactions involving fungible financial instruments admitted to trading on a Belgian regulated market with each other by book entry.]1

(1)<L 2017-11-21/08, art. 110, 082; En vigueur : 03-01-2018>

[Art. 28bis] [28ter].[1] § 1. This article covers the credit institutions mentioned in Article 26, first paragraph, as well as credit institutions subject to the law of an EEA Member State, authorized to carry out their activities in Belgium under the freedom to provide services.

[2] § 1/1. [3] Articles 27, § 1, first sentence, and 27bis, § 1 apply to credit institutions subject to the law of an EEA Member State, authorized to carry out their activities in Belgium under the freedom to provide services, when they market savings accounts on Belgian territory.]3]2

§ 2. When a credit institution presents a savings account as a savings deposit benefiting from the application of Article 21, 5°, of the Income Tax Code 1992, it must respect the criteria set out in Article 2 of the Royal Decree of 27 August 1993 implementing the Income Tax Code 1992 [3] or, for savings deposits received by credit institutions established in another EEA Member State, the analogous criteria defined by the similar competent authorities of the other Member State]3.

§ 3. In order to promote fair, equitable, and professional treatment of savers, the King may enact rules aimed at promoting transparency and comparability of savings accounts marketed on Belgian territory. In this context, the King may in particular take provisions regulating the extent of the offer of savings accounts benefiting from the application of Article 21, 5°, of the Income Tax Code 1992, and the conditions under which a credit institution may submit the offer of a savings account.

§ 4. The King may also set rules concerning the content and manner of presentation of promotional communications and other documents and notices relating to a savings account opened with a financial institution.

§ 5. For the application of this article, "savers" shall mean holders of a savings account, or natural or legal persons who wish to conclude a savings account opening contract, and who are not professional clients within the meaning of Article 2, 28°.]1

(1)<L 2013-07-30/16, art. 21, 051; En vigueur : 09-09-2013> (2)<L 2017-11-21/08, art. 111, 082; En vigueur : 03-01-2018> (3)<L 2021-06-27/09, art. 342, 103; En vigueur : 19-07-2021>

[Art. 28ter] [28quater].[1] The King may, on the advice of the FSMA and the BNB, determine the obligations and prohibitions applicable to investment firms that carry out reception and transmission of orders activities for professional clients concerning one or more financial instruments when this activity involves matching these professional clients, thereby enabling transactions to be concluded between them.

This decree may in particular determine the codes of conduct and incompatibility rules applicable to these firms, as well as the rules regarding the administrative and accounting treatment of these operations.]1

(1)<Inséré par L 2016-10-25/04, art. 129, 072; En vigueur : 28-11-2016>

[Art. 28quater] [29]. The King, on the advice of the [2] FSMA]2 and after open consultation, may: <AR 2003-03-25/34, art. 1, 002; En vigueur : 01-01-2004>

1° establish codes of conduct that offerors must respect in the information and implementation of public offers for sale or subscription of financial instruments in Belgium, accompanied or not by the admission of these instruments to trading on a Belgian regulated market;

2° establish codes of conduct to be observed by financial intermediaries when they intervene in operations referred to in 1° as bookrunner or member of a firm commitment or placing syndicate;

3° [5] ...]5

(4° limit, according to the modalities he determines, the transferability of financial instruments acquired outside a public offer for sale or subscription, to conditions he determines and during a period he determines preceding their first admission to trading on a Belgian regulated market or a Belgian MTF.) <L 2007-05-02/31, art. 45, 029; En vigueur : 22-06-2007>

[1] 5° establish rules that market participants must respect when trading financial instruments [5] admitted to trading on a Belgian trading platform or subject to an application for admission to trading on such a trading platform]5], with a view to improving the transparency and proper functioning of financial markets, for which he may take into account the state of harmonization of the relevant regulation within the [4] European Union]4.]1 [3] These rules may concern the trading of the aforementioned financial instruments both on the relevant market and outside this market, as well as the trading, wherever it takes place, of financial instruments whose value depends on said financial instruments or which relate to the issuer of these financial instruments or to a company affiliated with the issuer. These rules may also concern positions relating to one or more of the aforementioned financial instruments.]3

(1)<L 2010-07-02/17, art. 4, 042; En vigueur : 26-10-2010> (2)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (3)<L 2013-07-30/16, art. 22, 051; En vigueur : 09-09-2013> (4)<AR 2013-11-12/02, art. 38, 2°, 053; En vigueur : 29-11-2013> (5)<L 2016-06-27/04, art. 10, 070; En vigueur : 03-07-2016>

[Art. 29] [29bis].[1] § 1. Under the conditions and according to modalities fixed by regulation, the FSMA determines the rules concerning position limits on financial instruments whose underlying consists of food commodities, traded on a regulated market or an MTF, that a person is authorized to hold, and sets derogations from these rules, in particular when the positions in question were established for hedging purposes, for which it may take into account the state of harmonization of the relevant regulation within the European Union.

§ 2. This regulation also determines the cases in which financial intermediaries established in Belgium and other persons designated by the FSMA's regulations declare positions in the instruments referred to in paragraph 1, including the modalities and frequency of this notification.

§ 3. [2] For the application of this article, the notion of "food commodity" refers to a raw material, which, if necessary after treatment, is intended for human consumption.]2

§ 4. The King may, by decree deliberated in the Council of Ministers, taken on the advice of the FSMA, take the necessary measures to transpose the mandatory provisions arising from Community law which concern rules regarding financial derivative instruments on commodities, in particular concerning definitions, position limits, reporting, position management, intervention on products, and FSMA control and international cooperation.

Decrees taken pursuant to this article may modify, supplement, replace, repeal, or coordinate existing legislative provisions, including the determination of measures, administrative sanctions, and penalties applicable in case of non-compliance with the rules.

Decrees taken pursuant to this article are automatically repealed if they have not been confirmed by law within twenty-four months of their entry into force. The confirmation retroacts to the date of entry into force of the Royal Decrees.]1

(1)<Inséré par L 2014-04-25/09, art. 169, 056; En vigueur : 01-01-2015> (2)<L 2016-06-27/04, art. 11, 070; En vigueur : 03-07-2016>

[Art. 29bis] [30]. The [1] FSMA]1 may: <AR 2003-03-25/34, art. 1, 002; En vigueur : 01-01-2004>

1° in individual cases, and subject to adequate, regular, and non-nominative publicity of the policy followed for derogations, grant derogations (from the provisions provided for by or pursuant to Articles 26 to 29), if it considers that the provisions in question are unsuitable for the activities or situation of the concerned financial intermediary, issuer, or offeror, and provided that this intermediary, issuer, or offeror implements adequate alternative measures that ensure an equivalent level of protection of investors' interests and market integrity; <AR 2007-04-27/85, art. 25, 1°, 028; En vigueur : 01-11-2007>

2° by regulation, define, based on best practices of international financial markets, the conditions under which common market practices, in particular regarding price stabilization, operations aimed at ensuring the liquidity of a financial instrument, communications with financial analysts, share buyback programs, and review of information for the purpose of acquiring holdings in listed companies, constitute or do not constitute an offense (to the provisions provided for by or pursuant to Articles 26 to 29); <AR 2007-04-27/85, art. 25, 2°, 028; En vigueur : 01-11-2007>

3° [2] by regulation, establish accepted market practices, in accordance with Article 13 of Regulation 596/2014 and the provisions taken on the basis of or in execution of this article.]2

(1)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (2)<L 2016-06-27/04, art. 12, 070; En vigueur : 03-07-2016>

Art. 30bis.[1] [5] Without prejudice to Articles 39 to 43 of Regulation 600/2014 and other directly applicable provisions of European law empowering the FSMA to intervene on products, on the opinion of the Supervisory Council]5 and after having solicited at least one month in advance the opinion [3] of the Special Consultative Committee on Consumption ]3 established by the [3 Royal Decree of 13 December 2017 establishing the Special Consultative Committee on Consumption within the Central Council of the Economy and abolishing the Committee for Ecological Labeling and Advertising]3], the executive committee of the FSMA may, without prejudice to the powers conferred on the Minister responsible for the Economy, adopt regulations which, taking into account the interests of users of financial products or services [4] , or [5] crypto-assets]5]4 :
1° prohibit or subject to restrictive conditions the marketing or certain forms of marketing, to retail clients, of financial products or certain categories of financial products; [4] 1° /1 [5] prohibit or subject to restrictive conditions]5] the marketing or certain forms of marketing, to retail clients, [5] of crypto-assets, or certain categories thereof]5 ;]4 2° promote, by providing for the mandatory mention of a label or in any other way, the transparency of such products, certain categories of such products, or the risks, prices, remuneration, and fees related to such products; 3° recommend a reference questionnaire to define the investor profile of users of financial products. For the application of this article, "marketing" shall be understood as the presentation of the product [5] or the crypto-asset]5], in any manner whatsoever, with a view to encouraging the client or potential client to purchase, subscribe to, join, accept, sign, or open the product [5] or the crypto-asset]5] concerned.
Article 64, paragraph 3, is applicable to these regulations.]1

(1)<Inséré par L 2013-07-30/16, art. 23, 051; En vigueur : 09-09-2013> (2)<L 2017-11-21/08, art. 112, 082; En vigueur : 03-01-2018> (3)<AR 2017-12-13/14, art. 11,5°, 085; En vigueur : 01-01-2018> (4)<L 2022-07-05/06, art. 6, 110; En vigueur : 29-07-2022> (5)<L 2025-12-11/13, art. 1, 123; En vigueur : 03-01-2026>

Art. 30ter.[1] § 1er. Without prejudice to common law and notwithstanding any contrary stipulation unfavorable to the [5] user of financial products and services, or of crypto-assets and services on crypto-assets]5], in the event that a person referred to in paragraph 2 commits, in connection with a financial transaction defined in paragraph 2, a breach of one or more provisions listed in paragraph 3 and that the [5] user of financial products and services, or of crypto-assets and services on crypto-assets]5] concerned suffers damage as a result thereof, the transaction concerned is, unless proof to the contrary, presumed to result from the breach. The persons referred to in paragraph 1 are :
1° the persons referred to in Article 26, paragraph 1, as well as the [3] intermediaries in banking services]3] and investment services; 2° credit institutions, investment firms, and management companies for collective investment schemes, in respect of their investment services falling under Article 6, paragraph 3 of Directive 2009/65/EC, falling under the law of another Member State of the European Economic Area and exercising their activities in Belgium under the freedom to provide services; 3° without prejudice to 1° and 2° and for the purposes of paragraph 3, 3° of this article only, credit institutions falling under the law of a Member State of the European Economic Area, authorized to exercise their activities in Belgium under the freedom to provide services, when they market savings accounts on Belgian territory; 4° [4] insurance product distributors]4]; [5] 5° the persons referred to in Article 59, paragraph 1 of Regulation 2023/1114.]5 § 2. For the application of paragraph 1, "transaction" is understood, as appropriate, in the broadest sense, as the purchase, sale, subscription, loan, exercise, placement, exchange, repayment, holding, provision, or provision of a given financial product or service [5] , or of a given crypto-asset or service on a crypto-asset]5]. § 3. The presumption established in paragraph 1 is applicable in the event of violation of the following legal provisions :
1° [4] Articles 27, § 3, paragraph 1, § 4, paragraphs 2 to 4, and § 9, 27bis, §§ 1 to 6, and 27ter, §§ 2, 3, 5, 6, and 7, paragraphs 2 and 3, as specified by Articles 33, 34, 44 to 52, 53, §§ 2 and 3, 54 to 58 of Delegated Regulation 2017/565;]4 2° [3] Article 28ter, § 1/1 of the Law of 2 August 2002, only insofar as this article refers to the provisions of Article 27bis, § 1, [4] as specified by Article 44 of Delegated Regulation 2017/565]4], and to the exclusion of those of Article 27, § 1;]3 3° in the case of an investment firm falling under the law of another Member State of the European Economic Area and exercising its activities in Belgium without establishing a branch there, the legal provisions of the home Member State [4] transposing Articles 23, paragraphs 2 and 3, 24, paragraph 2, paragraph 1, paragraphs 3 to 5 and 11, Article 25, paragraphs 2 to 5 and 6, paragraphs 2 and 3 of Directive 2014/65/EU, as specified by Articles 33, 34, 44 to 52, 53, paragraphs 2 and 3, 54 to 58 of Delegated Regulation 2017/565]4 [4] 3° /1 in the case of a Belgian insurance product distributor, an insurance product distributor falling under the law of a third country, or an insurance product distributor falling under the law of another Member State of the European Economic Area and exercising its activities in Belgium through a branch, Articles 258, § 2, 279, § 2, 280, 281, § 1, i), and § 2, i), 283, §§ 1 to 6 and §§ 8 to 11, 284, 286, 288, § 4, 290, 295, §§ 1 to 3, and 296 of the Law of 4 April 2014;]4 [4] 3° /2 in the case of an insurance product distributor falling under the law of another Member State of the European Economic Area and exercising its activities in Belgium without establishing a branch there, the legal provisions of the home Member State transposing Articles 1, § 4; 17, § 2; 18, a), i) and b), i); 19; 20; 24; 28, § 2; 29, § 1, and 30, excluding its paragraph 5, paragraph 1 of Directive (EU) 2016/97 of the European Parliament and of the Council regarding information requirements and conduct rules applicable to the distribution of insurance-based investment products, as well as Articles 258, § 2, (iv), 280, 283, § 6, 284, § 3, 288, § 4, and 290 of the Law of 4 April 2014; 3° /3 for all insurance product distributors exercising activities in
Belgium, Articles 6, § 2, and 9 to 17 of Commission Delegated Regulation (EU) 2017/2359 of 21 September 2017 supplementing Directive (EU) 2016/97;]4 [5] 3° /4 Article 66, paragraphs 2 to 5, Article 72, paragraphs 2 and 3, Article 75, paragraphs 1, 5, and 9, Article 77, paragraphs 2 and 3, Article 78, paragraphs 3 and 5, Article 80, Article 81, paragraphs 1 to 6, paragraphs 8 and 9, 11, 12, 13, 14, and Article 82, paragraph 1 of Regulation 2023/1114, as well as the corresponding provisions of delegated acts adopted by the Commission;]5 4° the provisions designated by the King in application of paragraph 4. § 4. By a decree deliberated in the Council of Ministers, 1° the King designates the provisions of decrees and regulations adopted in application [3] of Articles 28ter, 30bis, and 45, § 2, of this Law [4] and of Articles 286, § 7, and 290, § 2, of the Law of 4 April 2014]4]3] and of Article 14 of the Law of 22 March 2006 on intermediation in banking and investment services and on the distribution of financial instruments whose violation by the persons referred to in paragraph 1, paragraph 2, also gives rise to the application of paragraph 1; 2° the King [4] may supplement]4] the provisions referred to in paragraph 3, 2°, with all or part of the provisions [3] of Directive 2014/65/EU and Delegated Directive 2017/593]3]. § 5. This article applies insofar as the concerned act referred to in paragraph 2 occurred after the entry into force of this Law. A violation of the legal provisions referred to in paragraph 3 may be invoked for the purposes of this article only within a period of five years from the moment when [5] the user of financial products and services, or of crypto-assets and services on crypto-assets]5] concerned became aware of the damage or its aggravation, and may in no case be invoked beyond a period of twenty years from the day following that on which the concerned violation occurred.]1 ---------- (1)<Inséré par L 2013-07-30/16, art. 64, 051; En vigueur : 09-09-2013>
(2)<L 2014-04-04/23, art. 333, 055; En vigueur : 01-11-2014> (3)<L 2017-11-21/08, art. 113, 082; En vigueur : 03-01-2018> (4)<L 2018-12-06/11, art. 5, 093; En vigueur : 28-12-2018> (5)<L 2025-12-11/13, art. 65, 123; En vigueur : 03-01-2026>

Art. 30quater. [1] Without prejudice to the rules applicable on the territory of another Member State, all sales and other inter vivos transfers, whether gratuitous or for consideration, to retail clients, of eligible subordinated liabilities, additional tier 1 capital instruments, or tier 2 capital instruments with a minimum nominal amount of less than 100,000 euros are prohibited, on Belgian territory or departing from Belgium.]1 ---------- (1)<Inséré par L 2021-07-11/08, art. 14, 105; En vigueur : 23-07-2021>

Sous-section 4. - [1] Privilege of qualified intermediaries and of [2] central securities depositories]2], and exception of game.]1 ---------- (1)<L 2014-04-25/64, art. 22, 059; En vigueur : 07-06-2014> (2)<L 2018-07-30/10, art. 52, 088; En vigueur : 20-08-2018>

Art. 31.§ 1er. Qualified intermediaries have a privilege (, of the same rank as that of the secured creditor,) on financial instruments, funds, and foreign exchange: <L 2004-12-15/39, art. 30, 012; En vigueur: 01-02-2005> 1° which have been entrusted to them by their clients with a view to constituting the cover intended to guarantee the execution of transactions on financial instruments, the subscription of financial instruments, or forward foreign exchange operations; 2° which they hold as a result of the execution of transactions on financial instruments or forward foreign exchange operations or as a result [4] of settlement]4] for which they are responsible for transactions on financial instruments, subscriptions of financial instruments, or forward foreign exchange operations carried out directly by their clients. This privilege secures any claim of the qualified intermediary arising in connection with these transactions, operations, or [4] settlements]4] referred to in paragraph 1, including claims arising from loans or advances. § 2. [4] Central securities depositories have a privilege on financial instruments, funds, foreign exchange, and other rights which they hold in account as own assets of a participant in the settlement system they manage. This privilege secures any claim of the depository against the participant arising in connection with the settlement of subscriptions of financial instruments, transactions on financial instruments, or forward foreign exchange operations, including claims arising from loans or advances. The same depositories also have a privilege on financial instruments, funds, foreign exchange, and other rights which they hold in account as assets of clients of a participant in the settlement system they manage. This privilege secures exclusively the claims of the depository against the participant arising in connection with the settlement of subscriptions of financial instruments, transactions on financial instruments, or forward foreign exchange operations carried out by the participant on behalf of clients, including claims arising from loans or advances.]4 § 3. The submission of financial instruments to a fungibility regime does not prevent the exercise of the privileges referred to in §§ 1 and 2. § 4. Without prejudice to more specific provisions applicable to regulated markets provided for by or pursuant to the law, qualified intermediaries [2] and the [4] central
securities depositories]4]2] are authorized, in the event of default on the claims secured by the privilege provided for in §§ 1 and 2, to proceed ex officio, without notice and without prior judicial decision:
1° to realize financial instruments and forward foreign exchange operations subject to this privilege; 2° to set off any claim against their clients or participants with the cash or foreign exchange in accounts subject to the same privilege; 3° to exercise, in place of the holder, the other rights referred to in § 2.
The realization of the financial instruments and forward foreign exchange operations referred to in paragraph 1, 1°, must take place at the most advantageous price and in the shortest possible time, taking into account the volume of transactions or operations. The right of realization referred to in paragraph 1, 1°, also allows closing positions opened as a result of the sale or purchase of an option and a futures contract or as a result of the execution of a forward foreign exchange operation. The proceeds from the realization of the financial instruments and forward foreign exchange operations referred to in paragraph 1, 1°, and the proceeds from the exercise of the other rights referred to in paragraph 1, 3°, are applied, in accordance with Article [5] 5.210]5] of the Civil Code, to the claim in principal, interest, and fees of the qualified intermediary or [4] central securities depository]4] exercising the privilege, after exercise of the set-off referred to in paragraph 1, 2°. Any balance in favor of the client or participant will be returned to the beneficiary in the shortest possible time, subject to any other right that the qualified intermediary or [4] central securities depository]4] may assert on this balance. The exercise of the rights conferred on qualified intermediaries and [2] on[4] central securities depositories.]4]2] under this paragraph is not suspended by bankruptcy, [1] judicial reorganization]1] or collective settlement of debts of the client or participant, nor by the occurrence of any other situation of competition among creditors of the latter. § 5. (The placement by a financial intermediary of financial instruments on an account with a qualified intermediary or with an entity referred to in § 1 or § 2 having the effect of submitting these instruments to the privilege of the latter requires the client's authorization provided for by [6] Article 65, §§ 1 and 2, of the Law of 25 April 2014 and by Article 69, § 2, paragraphs 1 and 2, of the Law of 20 July 2022]6].) This provision does not prejudice the rights that third parties
have acquired in good faith on the financial instruments. <AR 2007-04-27/85, art. 26, 028; En vigueur: 01-11-2007> ---------- (1)<AR 2010-12-19/15, art. 36, 044; En vigueur : 03-02-2011> (2)<L 2014-04-25/64, art. 23, 059; En vigueur : 07-06-2014> (3)<L 2016-10-25/04, art. 130, 072; En vigueur : 28-11-2016> (4)<L 2018-07-30/10, art. 53, 088; En vigueur : 20-08-2018> (5)<L 2022-04-28/25, art. 37, 114; En vigueur : 01-01-2023> (6)<L 2023-12-20/08, art. 20, 116; En vigueur : 25-01-2024>

Art. 32. Article 1965 of the Civil Code is not applicable to transactions in financial instruments that are carried out on a regulated market or on any other market for financial instruments designated by Royal Decree on the advice of the FSMA, through a qualified intermediary or with such an intermediary as counterparty, even if these transactions are settled by the payment of the price difference. <AR 2003-03-25/34, art. 1, 002; En vigueur : 01-01-2004> ---------- (1)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011>

Section 8. - Control by the FSMA. <AR 2003-03-25/34, art. 1, 002; En vigueur : 01-01-2004>

(1)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011>

Art. 33. The FSMA controls the application of the provisions [5] referred to in this chapter or in the Royal Decrees and regulations adopted for its implementation [3], [1] without prejudice to the powers conferred on the National Bank [4] by Articles 8, 12bis, 36/25 and 36/26 of the organic law of the National Bank [4] [6] and those conferred on the OCM by the Law of 6 August 1990 relating to mutualities and national unions of mutualities [6]. <AR 2003-03-25/34, art. 1, 002; En vigueur : 01-01-2004> ---------- (1)<AR 2011-03-03/01, art. 212, 045; En vigueur : 01-04-2011> (2)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (3)<L 2013-07-30/16, art. 24, 051; En vigueur : 09-09-2013> (4)<L 2014-04-25/64, art. 24, 059; En vigueur : 07-06-2014> (5)<L 2018-07-30/10, art. 54, 088; En vigueur : 20-08-2018> (6)<L 2022-07-05/06, art. 7, 110; En vigueur : 29-07-2022>

Art. 34. <L 2007-05-02/31, art. 46, 029; En vigueur : 22-06-2007> § 1. To exercise its supervisory mission referred to in Article 33 or to respond to requests for cooperation from competent authorities within the meaning of Article 75, § 1, 3° or 4°, the FSMA has, with regard to:
1° financial intermediaries [3] or other natural or legal persons subject to the relevant rules [3], [5] members of a Belgian trading platform", and the words "market operators, MTFs" are replaced by the words [6] market operators and credit institutions and investment firms operating an MTF or an OTF [6] [5], [1] market makers referred to in Article 16 of the Royal Decree of 20 December 2007 relating to linear obligations, split securities and treasury certificates, [1] market operators, MTFs, [4] central counterparties, [7] central securities depositories, support bodies for central securities depositories, depositary banks [7] [4], bodies assimilated to clearing bodies and issuers of financial instruments, the following powers:
a) it may have communicated to it any information and any document, in whatever form, including on the relations between the intermediary and a determined client [5], as well as existing recordings of telephone conversations, electronic communications and data relating to traffic [5]; b) it may carry out on-site inspections and audits, take knowledge and copies on site of any document, file and recording and have access to any computer system; c) it may ask the auditors or persons responsible for the audit of the financial statements [8] or of sustainability information [8] of these entities to submit to it, at the expense of these entities, special reports on the subjects it determines; it may, furthermore, ask the auditors or persons responsible for the audit of the financial statements [8] or of sustainability information [8] of issuers of financial instruments to submit to it, at the expense of these issuers, periodic reports on the subjects it determines; d) it may require these entities, when they are established in Belgium, to provide it with any information and any document useful relating to companies that are part of the same group and are established abroad; 2° with regard to the directors of issuers of financial instruments, persons who are controlled by issuers of financial instruments or who control issuers of financial instruments, persons who, without the authorization of the issuer, have requested the admission of its financial instruments to trading on a regulated market [6] or on an MTF or an OTF [6] as well as with regard to the auditors or persons responsible for the audit of the financial statements [8] or of sustainability information [8] of these issuers, the power to have communicated to it any information and any document, in whatever form; 3° with regard to issuers of financial instruments, the power to order the publication of the information referred to in 1°, a), according to the modalities and within the time limits it determines. § 2. [6] ... § 3. The FSMA may have communicated to it any information and any document, in whatever form, by the remote members of a Belgian regulated market who are established in the European Economic Area, or carry out on-site inspections and audits with them. When it exercises this power, the FSMA informs the competent authority of the Member State of origin. The competent authorities of foreign regulated markets may have communicated to them any information and any document, in whatever form, by the remote members of these markets who are established in Belgium, or carry out on-site inspections and audits with them. When they exercise this power, the authorities in question inform the FSMA. § 4. Market operators, investment firms and credit institutions give the FSMA permanent access to the computer systems that allow the trading of financial instruments [5] on trading platforms [5] operating under the supervision of the FSMA. Without prejudice to § 1, the FSMA may ask [4] central
counterparties, [7] central securities depositories, support bodies for central securities depositories and depositary banks [7] to provide it periodically with information concerning transactions relating to financial instruments admitted to trading [5] on trading platforms [5] operating under the supervision of the FSMA, whether these transactions have been executed on the market or trading system concerned or outside of it. ---------- (1)<AR 2011-03-03/01, art. 213, 045; En vigueur : 01-04-2012, voir AR 2012-03-19/11, art. 10, alinéa 1, 1°) > (2)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (3)<L 2013-07-30/16, art. 25, 051; En vigueur : 09-09-2013> (4)<L 2014-04-25/64, art. 25, 059; En vigueur : 07-06-2014> (5)<L 2016-06-27/04, art. 13, 070; En vigueur : 03-07-2016> (6)<L 2017-11-21/08, art. 114, 082; En vigueur : 03-01-2018> (7)<L 2018-07-30/10, art. 55, 088; En vigueur : 20-08-2018> (8)<L 2024-12-02/07, art. 72, 118; En vigueur : 30-12-2024>

Art. 35. <L 2007-05-02/31, art. 47, 029; En vigueur : 22-06-2007> § 1. The FSMA has with regard to any natural person and any legal person the power to have communicated to it any information and any document, in whatever form, and to have access to any document, in whatever form, for the following purposes:
1° [1] exercise its supervisory mission referred to in Article 33, ensure compliance with Articles 39 and 40, and verify [3] whether there is an infringement such as referred to in Article 86bis [3]; [1] 2° respond to requests for cooperation from competent authorities within the meaning of Article 75, § 1, 3° or 4°; [3] 3° respond to information requests from ESMA, EIOPA, EBA and the European Systemic Risk Board. [3] [4] For the purpose of exercising its control of compliance with the provisions of Regulation 596/2014 and Regulation 600/2014 as well as with the provisions transposing Directive 2014/65/EU, or when the request is made to it by an authority referred to in the first paragraph, 2° or 3°, the FSMA may have communicated to it, by any natural or legal person, any information and any document concerning the volume and the purpose of a position or exposure taken by means of a derivative instrument on commodities and concerning any asset or liability on the underlying market, and ask the person in question for reports on these transactions. [4] [5] For the purpose of exercising its control of compliance with the provisions of Regulation 2016/1011 or when a request has been made to it by an authority referred to in the first paragraph, 2° or 3°, the FSMA may have communicated to it, by contributors operating on the relevant spot markets, any information concerning commodity reference indices, where applicable according to standard formats and transaction reports. The FSMA may also access directly the systems of the concerned market operators. [5] § 2. The FSMA may ask the judicial authorities to collect any information and any document deemed useful for the purposes mentioned in § 1. The judicial authorities transmit to the FSMA these information and documents, provided that information and documents relating to pending judicial proceedings cannot be communicated without the express authorization of the Prosecutor General. The competent Prosecutor General may refuse to follow up on the request referred to in the first paragraph when a judicial procedure is already initiated for the same facts and against the same persons or when they have already been finally judged for the same facts. § 3. Financial intermediaries may not execute transactions in financial instruments for the account or at the request of a person without having informed that person that their intervention is subject to the authorization to disclose the identity of this person to the FSMA as well as to the competent authorities of foreign regulated markets of which they are remote members. ---------- (1)<L 2010-07-02/17, art. 5, 042; En vigueur : 26-10-2010> (2)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (3)<L 2013-07-30/16, art. 26, 051; En vigueur : 09-09-2013> (4)<L
2016-06-27/04, art. 14, 070; En vigueur : 03-07-2016> (5)<L 2019-05-02/25, art. 125, 099; En vigueur : 31-05-2019>

Art. 36bis. § 1. [5] When the FSMA observes an infringement of the provisions referred to in this chapter or of the decrees and regulations adopted for its implementation, it may order the person responsible for the infringement to remedy the observed situation within the time limit determined by the FSMA and, where applicable, to refrain from repeating the behavior constituting an infringement. The FSMA may also order any natural or legal person who has published or disseminated false or misleading information to publish a corrective statement. [5]

Without prejudice to other measures provided for by law, if the person to whom an injunction was addressed under the first paragraph remains in default at the expiration of the time limit granted, the [2] FSMA [2], after the person has been able to present their arguments: <AR 2003-03-25/34, art. 1, 002; En vigueur: 01-01-2004>

1° [5] publish a warning indicating the identity of the person responsible for the infringement and the nature thereof, or publish a statement correcting false or misleading information that has been disclosed; [5]

2° [5] impose the payment of a penalty payment which may not, per calendar day of non-compliance with the injunction, exceed 50,000 euros, nor, in total, exceed 2,500,000 euros; [5]

3° [8] ...

In urgent cases, the [2] FSMA [2] may take the measures referred to in the second paragraph, 1° [8] ..., without prior injunction under the first paragraph, after the person has been able to present their arguments. [5] In the case where the person responsible for the infringement or the publication or dissemination of false or misleading information is not clearly identifiable, the FSMA may, without prior injunction, publish a warning indicating, where applicable, the nature of the infringement or publish a statement correcting the false or misleading information that has been disclosed. [5]

[6] The FSMA may also prohibit the person to whom it addresses an injunction under the first paragraph [12] from marketing a financial product or a crypto-asset [12] or from marketing it in certain forms on Belgian territory, or order that person to suspend the marketing or certain forms of [12] marketing of the financial product or crypto-asset concerned on Belgian territory [12] as long as the relevant legal or regulatory provisions are not respected. The prohibition or injunction to suspend marketing may extend to marketing via all or part of the persons to whom the person to whom the FSMA's injunction is addressed, calls upon for the purpose of marketing. The person to whom the injunction is addressed is obliged to immediately communicate this prohibition or suspension of marketing to all persons to whom they call upon for the purpose of [12] marketing the financial product or crypto-asset in question on Belgian territory [12] and to whom the prohibition or suspension of marketing extends. In the interest of users of financial products and services, the FSMA may make this decision public. The prohibition or suspension of marketing is lifted by the FSMA when it is established that the relevant legal or regulatory provisions are now respected; [6]

[9] 7° in case of infringement of the provisions of Regulation 909/2014 or of the provisions adopted on the basis of or in implementation of this regulation: regarding natural persons, 5,000,000 euros and, regarding legal persons, 20,000,000 euros, or, if the amount obtained by applying this percentage is higher, ten percent of the total annual turnover. When the infringement has provided a profit to the offender or has allowed the latter to avoid a loss, this maximum may be doubled the amount of this profit or loss; [9]

§ 2. [5] Without prejudice to other measures provided for by law, when, in accordance with Articles 70 to 72, it observes an infringement of the provisions referred to in this chapter or of the decrees and regulations adopted for its implementation, the FSMA may impose an administrative fine on the offender which may not exceed 2,500,000 euros for the same act or for the same set of acts. When the infringement 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.

By way of derogation from the first paragraph, the following maximum amounts apply:

1° in case of infringement of the provisions of Article 10, § 2, § 5, § 5bis, § 6 or § 7, or of the decrees and regulations adopted for its implementation: regarding natural persons, 2,000,000 euros and, regarding legal persons, 10,000,000 euros or, if the amount obtained by applying this percentage is higher, five percent of the total annual turnover. When the infringement has provided a profit to the offender or has allowed the latter to avoid a loss, this maximum may be doubled the amount of this profit or loss;

2° in case of infringement of Articles 14 or 15 of Regulation 596/2014 or of the provisions adopted on the basis of or in implementation of these articles: regarding natural persons, 5,000,000 euros and, regarding legal persons, 15,000,000 euros or, if the amount obtained by applying this percentage is higher, fifteen percent of the total annual turnover. When the infringement 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;

3° in case of infringement of Articles 16 or 17 of Regulation 596/2014 or of the provisions adopted on the basis of or in implementation of these articles: regarding natural persons, 1,000,000 euros and, regarding legal persons, 2,500,000 euros or, if the amount obtained by applying this percentage is higher, two percent of the total annual turnover. When the infringement 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 case of infringement of Articles 18, 19 or 20 of Regulation 596/2014 or of the provisions adopted on the basis of or in implementation of these articles: regarding natural persons, 500,000 euros and, regarding legal persons, 1,000,000 euros. When the infringement 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;

[6] 5° in case of infringement of Regulation 1286/2014 or of the provisions adopted on the basis of or in implementation of its articles or in case of infringement of Article 37sexies, §§ 2 and 3 or of the provisions adopted on the basis of or in implementation of these paragraphs: regarding natural persons, 700,000 euros and, regarding legal persons, 5,000,000 euros or, if the amount obtained by applying this percentage is higher, three percent of the total annual turnover. When the infringement has provided a profit to the offender or has allowed the latter to avoid a loss, this maximum may be doubled the amount of this profit or loss; [6]

[8] 6° in case of infringement of the provisions of Regulation 600/2014, of the provisions of this law adopted with a view to transposing Directive 2014/65/EU or of the provisions adopted on the basis of or in implementation of this regulation or of these provisions: regarding natural persons, 5,000,000 euros and, regarding legal persons, 5,000,000 euros or, if the amount obtained by applying this percentage is higher, ten percent of the total annual turnover. When the infringement has provided a profit to the offender or has allowed the latter to avoid a loss, this maximum may be doubled the amount of this profit or loss; [8]

[9] in case of infringement of Articles 4 and 15 of Regulation 2015/2365 or of the provisions adopted on the basis of or in implementation of these articles: regarding natural persons, 5,000,000 euros and, regarding legal persons, 5,000,000 euros in case of infringement of Article 4 of the regulation and 15,000,000 euros in case of infringement of Article 15 of the regulation, or, if the amount obtained by applying this percentage is higher, ten percent of the total annual turnover. When the infringement 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; [9]

[10] 9° in case of infringement of Articles 4 to 10, 11, § 1, points a), b), c) or e), §§ 2 or 3, 12 to 16, 21, 23 to 29 or 34 of Regulation 2016/1011 or of the provisions adopted on the basis of or in implementation of these articles: regarding natural persons, 500,000 euros and, regarding legal persons, 1,000,000 euros, or, if the amount obtained by applying this percentage is higher, ten percent of the total annual turnover. When the infringement 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 this loss;

10° in case of infringement of Article 11, § 1, point d) or § 4, of Regulation 2016/1011 or of the provisions adopted on the basis of or in implementation of this article: regarding natural persons, 100,000 euros and, regarding legal persons, 250,000 euros, or, if the amount obtained by applying this percentage is higher, two percent of the total annual turnover. When the infringement 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 this loss;

11° in case of infringement of Articles 5 to 9 or 17 to 28 of Regulation 2017/2402, or of the provisions adopted on the basis of or in implementation of said articles: regarding natural persons, 5,000,000 euros and, regarding legal persons, 5,000,000 euros or ten percent of the total net annual turnover. When the infringement has provided a profit to the offender or has allowed the latter to avoid a loss, this maximum may be doubled the amount of this profit or this loss; [10]

[11] 12° in case of infringement of the provisions of Regulation 2019/1238 for which the FSMA is designated as the competent authority in accordance with Article 37nonies, or of the provisions adopted on the basis of or in implementation of said provisions: regarding natural persons, 700,000 euros and, regarding legal persons, 5,000,000 euros or ten percent of the total net annual turnover. When the infringement has provided a profit to the offender or has allowed the latter to avoid a loss, this maximum may be doubled the amount of this profit or this loss. [11]

For the application of the second paragraph, the total annual turnover is determined on the basis of the latest annual accounts drawn up by the board of directors or the management body. If the legal person concerned does not generate turnover, the term "total annual turnover" shall mean the type of revenue corresponding to turnover, namely in accordance with relevant European accounting directives, or, if these are not applicable to the legal person concerned, in accordance with the internal law of the Member State in which the legal person has its registered office. When the legal person is a parent company or a subsidiary of a parent company that is required to draw up consolidated accounts, the term "total annual turnover" shall mean the total annual turnover as shown in the latest consolidated accounts drawn up by the board of directors or the management body of the ultimate parent company.

In case of infringement of the provisions referred to in [10] second paragraph, 1°, 6°, 7°, 8°, 9°, 10° or 11° [10], the FSMA may, if the offender is a legal person, also impose an administrative fine on one or more members of the administrative, management or supervisory body and on any other person charged with the effective management of the legal person. [5]

[6] When it has imposed one or more administrative sanctions or measures in case of infringement of the articles of Regulation 1286/2014 or of the provisions adopted on the basis of or in implementation of its articles or in case of infringement of Article 37sexies, §§ 2 and 3 or of the provisions adopted on the basis of or in implementation of these paragraphs, the FSMA may address to the retail investor concerned, or have addressed by the initiator of the PRIIP or by the person who provides advice on this product or who sells it, a direct communication containing information on the sanction or administrative measure and indicating where the investor can lodge a complaint or a claim for redress. [6]

[7] In case of infringement of the provisions referred to in the second paragraph, 2°, in the case of a legal person, the FSMA may, cumulatively, impose an administrative fine on the legal person and on the natural person who committed the infringement on behalf of the legal person as well as on any other natural person referred to in Article 8, paragraph 5, or in Article 12, paragraph 4, of Regulation 596/2014. [7]

(1)<AR 2011-03-03/01, art. 214, 045; En vigueur : 01-04-2011> (2)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (3)<L 2013-07-30/16, art. 27, 051; En vigueur : 09-09-2013> (4)<L 2014-04-04/23, art. 334, 055; En vigueur : 10-05-2014> (5)<L 2016-06-27/04, art. 15, 070; En vigueur : 03-07-2016> (6)<L 2017-04-18/03, art. 39, 078; En vigueur : 31-12-2016> (7)<L 2017-07-31/10, art. 7, 080; En vigueur : 21-08-2017> (8)<L 2017-11-21/08, art. 115, 082; En vigueur : 03-01-2018> (9)<L 2018-07-30/10, art. 56, 088; En vigueur : 20-08-2018> (10)<L 2019-05-02/25, art. 126, 099; En vigueur : 31-05-2019> (11)<L 2023-12-20/08, art. 21, 116; En vigueur : 25-01-2024> (12)<L 2025-12-11/13, art. 66, 123; En vigueur : 03-01-2026>

Art. 36bis. § 1. When the FSMA finds that a regulated entity referred to in 4 Article 26, paragraph 1, 1°, 3°, 5° and 6°)4, 3 ...3 an insurance company 7 a central securities depository, a service provider to a central securities depository, a depositary bank]7 8 , a reference index administrator]8 10 , an electronic money institution, a payment institution,]10 3 or a central counterparty]3 seriously breaches the rules referred to in Article 45, § 1, paragraph 1, 3°, or § 2, and thereby harms the interests of the parties concerned 5 or the orderly functioning of financial markets]5, or that the organization of the company presents serious shortcomings likely to compromise compliance with these rules, it may, without prejudice to Article 36, set the deadline within which the situation must be remedied.

If the entity referred to in the first paragraph is a credit institution, an insurance company 7 a central securities depository, a service provider to a central securities depository, a depositary bank]7 3 , a central counterparty]3 10 , an electronic money institution, a payment institution]10 or a stock exchange company, the FSMA informs the National Bank of the facts it has established regarding the concerned company.

§ 2. If, at the end of the aforementioned deadline, the situation has not been remedied, the FSMA may:

1° suspend for the duration it determines the direct or indirect exercise of all or part of the company's activity or prohibit this exercise. In particular, it may prohibit the company from continuing to offer certain investment services, banking services 3 , central counterparty services]3 7 central securities depository services, services of a service provider to a central securities depository or of a depositary bank]7 8 , reference index administrator services]8 10 , crypto-asset services]10 or insurance services to its clients or prohibit it from continuing to offer these services on 2 certain categories of financial products]2.

Members of the administrative and management bodies and persons in charge of management 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 FSMA has published the suspension or prohibition in the Belgian Monitor, acts and decisions taken against it are null and void.

2° order the replacement of the concerned directors or managers of the company, within the deadline it determines, regarding a credit institution, a stock exchange company 3 , a central counterparty]3 7 , a central securities depository, a service provider to a central securities depository, a depositary bank]7 10 , an electronic money institution, a payment institution]10 or an insurance company, after consulting the National Bank. The FSMA publishes its decision in the Belgian Monitor.

3° in the event of serious and systematic infringement of the rules referred to in Article 45, § 1, paragraph 1, 3°, or § 2, request the National Bank, if it concerns a credit institution, an insurance company 3 , a central counterparty]3 7 , a central securities depository, a service provider to a central securities depository]7 10 , an electronic money institution, a payment institution]10 or a stock exchange company, to revoke the authorization 5 or to request the European Central Bank to revoke the authorization, in accordance with Article 236, § 6, of the Law of 25 April 2014 on the status and supervision of credit institutions and stock exchange companies]5, or revoke the authorization itself if it concerns another entity subject to its supervision 8 , or the registration in the case of a registered reference index administrator]8.

§ 3. Before taking measures against a credit institution, a stock exchange company 3 , a central counterparty]3 7 , a central securities depository, a service provider to a central securities depository, a depositary bank]7 10 , an electronic money institution, a payment institution]10 or an insurance company under § 2, 1° and 2°, the FSMA informs the National Bank of the measures it intends to take.

From the receipt of this information, the National Bank has a period of ten days to oppose the measures envisaged. The National Bank may only oppose the measures envisaged if they are likely to compromise the stability of the financial system or if the FSMA intends to suspend or prohibit entirely the exercise of the company's activity. Upon expiration of the ten-day period, the National Bank is deemed not to oppose the measures envisaged.

The National Bank justifies its decision to oppose the measures envisaged and communicates it to the FSMA by all useful means. The National Bank determines the period during which the measures envisaged cannot be executed, provided that this period may not exceed 30 days. This period may be extended with the consent of the FSMA.

In the absence of agreement between the National Bank and the FSMA, the National Bank informs the FSMA, before the expiration of the aforementioned period, of the initiation of the arbitration procedure referred to in § 4.

If the National Bank does not use the possibility provided for in paragraph 2 or paragraph 4, or if the arbitration panel considers that the measures envisaged by the FSMA do not harm financial stability, the FSMA may take the measures envisaged under § 2.

§ 4. The National Bank opens the arbitration procedure by formally notifying the FSMA. It mentions, in this notification, the name of the person it has designated to sit on the arbitration panel.

Within a period of five working days from the receipt of this notification, the FSMA in turn informs the National Bank and the person designated by the National Bank of the name of the person it has designated to sit on the arbitration panel.

The two designated persons jointly choose, within a period of five working days, a third person to sit on the arbitration panel. They inform the National Bank and the FSMA of their choice.

The members of the arbitration panel possess the necessary knowledge and expertise, both regarding prudential supervision and regarding the rules referred to in Article 45, § 1, paragraph 1, 3°, and § 2. They cannot have a personal interest or a patrimonial interest in the concerned company.

They cannot be part of the staff or a body of the National Bank or the FSMA.

The National Bank and the FSMA may, within a period of two working days from the receipt of the information referred to in paragraph 3, challenge a member of the arbitration panel, as designated, provided there are serious indications that the person concerned does not meet the aforementioned conditions.

In this case, a new member is designated within five working days according to the aforementioned procedure.

The arbitration panel rules within a period of one month from the moment it is fully constituted.

The decisions of the arbitration panel are binding and not subject to appeal.

The costs of the arbitration procedure are part of the operating costs of the National Bank and the FSMA, to which they are charged equally.

The modalities, functioning, remuneration of the members and procedures of the arbitration panel are determined in a protocol concluded for this purpose by the National Bank and the FSMA.

Article 74 is applicable to the arbitrators regarding the information they have become aware of in the context of their functions.

§ 5. The National Bank may not refuse to comply with the request of the FSMA, made in accordance with § 2, 3°, 5 to revoke the authorization or to request the European Central Bank to revoke the authorization]5, unless the envisaged revocation is likely to compromise the stability of the financial system. The National Bank justifies its decision not to comply with the FSMA's request and notifies it to the FSMA within five days. The FSMA may appeal the National Bank's decision to the Minister within fifteen days following receipt thereof. It informs the National Bank. The Minister rules within a period of one month from the receipt of the file. He brings his reasoned decision to the knowledge of the FSMA and the National Bank within eight days.]1

[6 § 6. When these measures are adopted for violation of the obligations provided for by Regulation 600/2014, by this law for the transposition of Directive 2014/65/EU, or by provisions taken on the basis of or in execution of this regulation or these provisions, the FSMA publishes the adoption of the measures referred to in paragraph 2 in accordance with Article 72, § 3, paragraphs 4 to 7, of this law.

[8 ...]8]6

[9 § 7. This article is also applicable when an insurance intermediary referred to in Article 68 of the Law of 26 April 2010 containing various provisions on the organization of supplementary health insurance (I) seriously breaches the rules referred to in Article 45, § 1, para. 1, 3°, or § 2 whose compliance is supervised by the FSMA and thereby harms the orderly functioning of financial markets. In this case, the references to the revocation of authorization in paragraph 2, 3°, and in paragraph 5, are understood as referring to the removal of the registration.

For the application of this article to mutual societies referred to in 43bis, § 5, and 70, §§ 6 and 7, of the Law of 6 August 1990 on mutualities and national unions of mutualities as well as to insurance intermediaries referred to in the previous paragraph, "OCM" shall be read instead of "National Bank".]9

(1)<Inséré par AR 2011-03-03/01, art. 215 et 331, 045; En vigueur : 01-04-2011> (2)<L 2014-04-04/23, art. 335, 055; En vigueur : 10-05-2014> (3)<L 2014-04-25/64, art. 26, 059; En vigueur : 07-06-2014> (4)<L 2016-12-25/11, art. 93, 076; En vigueur : 09-01-2017> (5)<L 2017-07-31/10, art. 8, 080; En vigueur : 21-08-2017> (6)<L 2017-11-21/08, art. 116, 082; En vigueur : 03-01-2018> (7)<L 2018-07-30/10, art. 57, 088; En vigueur : 20-08-2018> (8)<L 2019-05-02/25, art. 127, 099; En vigueur : 31-05-2019> (9)<L 2022-07-05/06, art. 8, 110; En vigueur : 29-07-2022> (10)<L 2025-12-11/13, art. 67, 123; En vigueur : 03-01-2026>

Art. 37. The penalties and fines imposed in application of Article 36, §§ 1 or 2, are collected for the benefit of the Treasury by the Administration of the Cadastre, Registration and Domains.

Art. 37bis.[1 The FSMA assumes the missions assigned to the competent authority by Regulation 600/2014 and ensures compliance with this regulation and the provisions taken on the basis of or in execution of this regulation.

For the purpose of fulfilling these missions, the FSMA may:

1° exercise the powers referred to in Articles 34 and 35; 2° exercise the powers referred to in Articles 79 to 85bis according to the modalities provided by these articles.

The FSMA may also suspend the marketing or sale of financial instruments or structured deposits or take the measures defined in Article 42 of Regulation 600/2014 when the conditions prescribed in this provision are met.

Articles 36 and 37 are applicable in the event of infringement of the obligations and prohibitions arising from the aforementioned regulation and the provisions taken on the basis of or in execution of this regulation, as well as in the event of infringement of the measures 2 taken by the FSMA, ESMA, EIOPA or EBA under this regulation]2 or its implementing provisions.]1 [2 The provisions of Articles 36 and 37 are also applicable in the event of non-compliance with obligations or measures imposed under paragraph 2, 2°.]2

(1)<L 2017-11-21/08, art. 117, 082; En vigueur : 03-01-2018> (2)<L 2019-05-02/25, art. 128, 099; En vigueur : 31-05-2019>

Art. 37ter.[1 The FSMA assumes the missions assigned to the competent authority by Regulation (EU) No 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps, and ensures compliance with this regulation and the provisions taken on the basis of or in execution of this regulation.

The notifications to be addressed to the FSMA under Articles 5 to 8 of the regulation are carried out according to the modalities determined and made public by the FSMA on its website.

The FSMA may take the measures and exercise the powers that, under this regulation, in particular its Articles 13.3, 14.2, 17, 18 to 23 and 37, fall within the prerogatives of the competent authority. When these measures or powers relate to sovereign debt securities, the FSMA acts however on the conforming opinion of the minister who, within the concerned authority, has Finance in its portfolio, or on the conforming opinion of the Debt Agency or the other competent administration for the concerned sovereign debt securities.

For the purpose of fulfilling these missions, the FSMA may:

1° 2 exercise the powers referred to in Articles 34 and 35 with regard to any natural or legal person;]2 2° 2 exercise the powers referred to in Articles 79 to 85bis according to the modalities provided by these articles.]2

Without prejudice to paragraph 4, the FSMA is authorized to require, in certain cases, from the natural or legal person who concludes a credit default swap contract to provide it with:

1° an explanation regarding the object of the transaction, indicating whether it aims to cover a risk or pursues another objective; 2° information specifying the underlying risk, when the transaction is carried out for hedging purposes.

Articles 36 and 37 are applicable in the event of infringement of the obligations and prohibitions arising from the aforementioned regulation and the provisions taken on the basis of or in execution of this regulation, as well as in the event of infringement of the measures taken by the FSMA under this regulation.]1 [2 The provisions of Articles 36 and 37 are also applicable in the event of non-compliance with obligations or measures imposed under paragraph 4, 2°.]2

(1)<Inséré par L 2013-07-30/16, art. 28, 051; En vigueur : 01-11-2012> (2)<L 2019-05-02/25, art. 129, 099; En vigueur : 31-05-2019>

Art. 37quater. [1 The FSMA assumes the missions assigned to the competent authority by Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies.]1

(1)<Inséré par L 2013-07-30/16, art. 29, 051; En vigueur : 09-09-2013>

Art. 37quinquies.[1 The FSMA assumes the missions assigned to the competent authority by Regulation 2016/1011 and ensures compliance with this regulation and the provisions taken on the basis of or in execution of this regulation.

For the purpose of fulfilling these missions, the FSMA may:

1° exercise the powers referred to in Articles 34 and 35 with regard to any natural or legal person; 2° exercise the powers referred to in Articles 79 to 85bis according to the modalities provided by these articles; 3° temporarily prohibit any natural person held responsible for an infringement of the provisions of Regulation 2016/1011 from exercising management functions with reference index administrators or monitored contributors within the meaning of the same regulation.

The FSMA may also take all necessary measures to ensure that the public has correct information on the provision of a reference index, including by requiring the concerned reference index administrator or the person who published or disseminated the reference index, or both, to publish a correction relating to previous contributions to said index or previous values of the reference index.

Articles 36 and 37 are applicable in the event of infringement of the regulation referred to in paragraph 1, the provisions taken on the basis of or in execution of this regulation, as well as in the event of infringement of the measures taken by the FSMA under this regulation or its implementing provisions. The provisions of Articles 36 and 37 are also applicable in the event of non-compliance with obligations or measures imposed under paragraph 2, 2°.]1

(1)<L 2019-05-02/25, art. 130, 099; En vigueur : 31-05-2019>

[Art. 37quinquies] [37sexies].[1] § 1. The FSMA assumes the tasks entrusted to the competent authority by Regulation 1286/2014 and ensures compliance with this Regulation and with provisions adopted on the basis of or in implementation of this Regulation.

§ 2. Where the PRIIP is marketed in Belgium, the initiator of this product or the person who sells this product must notify the key information document to the FSMA in advance. The King may, on the advice of the FSMA, provide rules specifying who bears the notification obligation, particularly when the obligation to notify the key information document may rest on several persons, as well as the time limit and procedures for carrying out this notification. The King may, in particular, provide a specific time limit for PRIIPs whose marketing in Belgium is ongoing on the date from which Regulation 1286/2014 will apply.

The obligation provided for in the first subparagraph does not apply if the marketing concerns:

1° a financial instrument referred to in Article 2, first subparagraph, 1°, d), e), f), g), h), i) or j), which is admitted to trading on a regulated market or a multilateral trading facility;

2° [3] a placement instrument referred to in Article 3 of the Law of 11 July 2018 on public offers of placement instruments and on the admission of placement instruments to trading on regulated markets, where the offer

a) is addressed solely to qualified investors; b) is addressed to fewer than 150 natural or legal persons, other than qualified investors, in Belgium; c) concerns placement instruments with a unit nominal value of at least 100,000 euros; d) is addressed to investors who acquire these securities for a total amount of at least 100,000 euros per investor and per separate offer;]3

3° [3] a placement instrument referred to in Article 3 of the Law of 11 July 2018 on public offers of placement instruments and on the admission of placement instruments to trading on regulated markets, which is publicly offered to directors or to current or former employees either by their employer or by a related company, within the meaning of Article 4, 2°, of the same Law;]3

4° [3] a security referred to in Article 2, a) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, which is the subject, solely from its admission to trading on a regulated market or a multilateral trading facility, of a public offer in Belgium within the meaning of Article 4, 2° of the Law of 11 July 2018 on public offers of placement instruments and on the admission of placement instruments to trading on regulated markets.]3

The King may, on the advice of the FSMA, provide for additional exceptions to the compliance with the obligation provided for in the first subparagraph, taking into account the evolution of financial markets or the evolution of international regulation or the experience gained in the implementation of Regulation 1286/2014.

§ 3. In order to promote the transparency of financial products, the King may, on the advice of the FSMA, establish a regime analogous to that implemented by Regulation 1286/2014 and this Article for financial products not covered by the same Regulation, particularly regarding the nature, characteristics, risks, performance, as well as the costs and fees of the financial product.

§ 4. In order to ensure control of compliance with the provisions provided for in or referred to in paragraphs 1 to 3, the FSMA may:

1° exercise the powers referred to in Articles 34, § 1, and 35 with regard to any natural or legal person;

2° [2] exercise the powers referred to in Articles 79 to 85bis according to the procedures provided for by these Articles.]2

Articles 36 [2] ...]2 and 37 apply in the event of infringement of the Regulation referred to in paragraph 1, of the provisions adopted on the basis of or in implementation of this Regulation, or of the measures taken by the FSMA under this Regulation or its implementing provisions. They also apply in the event of infringement of paragraphs 2 and 3 as well as of measures taken on the basis of or in implementation of these paragraphs.]1 [2] The provisions of Articles 36 and 37 also apply in the event of non-compliance with the obligations or measures imposed under the first subparagraph, 2°.]2

(1) Inserted by L 2017-04-18/03, art. 40, 078; En vigueur : 31-12-2016>

(2) L 2019-05-02/25, art. 131, 099; En vigueur : 31-05-2019>

(3) L 2018-07-11/06, art. 38, 087; En vigueur : 21-07-2019>

[Art. 37sexies] [37septies].[1] § 1. The FSMA assumes the following tasks entrusted to the competent authority by Regulation 2017/2402:

1° the tasks referred to in Article 29, paragraphs 1, 2 and 3, of Regulation 2017/2402 with regard to AIFMs, collective investment undertakings, management companies of collective investment undertakings, professional pension institutions and portfolio management and investment advice companies;

2° [2] the tasks referred to in Article 29, paragraphs 4 and 5 of Regulation 2017/2402, excluding those concerning entities that also fall under the supervisory competence of the National Bank in accordance with Article 36/2 of the Organic Law of the Bank or of the European Central Bank in accordance with the SSM Regulation, or that are part of the consolidation perimeter of such entities;]2

3° the tasks referred to in Article 29, paragraph 5 of Regulation 2017/2402 to ensure compliance with Article 28 of that same Regulation;

4° the control of compliance with Article 3 of Regulation 2017/2402;

5° the control of compliance by initiators with the obligations incumbent upon them under Chapter II and Articles 18 and 19 of Regulation 2023/2631.";

§ 1/1. For the purposes of the tasks referred to in paragraph 1, the FSMA may:

1° exercise the powers referred to in Articles 34 and 35;

2° exercise the powers referred to in Articles 79 to 85bis according to the procedures provided for by these articles.";

§ 2. Articles 36 and 37 apply where an entity subject to the supervision of the FSMA, in accordance with paragraph 1, infringes the obligations and prohibitions arising from Regulation 2017/2402 or the provisions adopted on the basis of or in implementation of said articles, which are applicable to it, as well as in the event of infringement of the measures taken by the FSMA under this Regulation or its implementing provisions. The provisions of Articles 36 and 37 also apply in the event of non-compliance with the obligations or measures imposed under paragraph 1/1.]1

(1) L 2025-03-25/05, art. 12, 120; En vigueur : 08-05-2025>

(2) L 2025-12-11/13, art. 68, 123; En vigueur : 03-01-2026>

[Art. 37septies] [37octies].[1] The FSMA assumes the tasks entrusted to the competent authority by Regulation 2019/2088 and Regulation 2020/852. In this capacity, it ensures compliance with the provisions of Regulation 2019/2088 and Articles 5 to 7 of Regulation 2020/852, as well as with provisions adopted on the basis of or in implementation of these Regulations and provisions, by financial market actors and financial advisors subject to its supervision in accordance with Article 45.

[2] The FSMA is also competent to ensure compliance with Article 8 of Regulation 2020/852, by the issuers referred to in Article 10, § 2, first subparagraph, 1°.]2

For the purposes of carrying out these tasks, the FSMA may:

1° exercise the powers referred to in Articles 34 and 35;

2° exercise the powers referred to in Articles 79 to 85bis according to the procedures provided for by these articles.

Articles 36 and 37 apply in the event of infringement of the obligations and prohibitions arising from the aforementioned Regulations and provisions adopted on the basis of or in implementation of these Regulations, as well as in the event of infringement of the obligations or measures imposed under the second subparagraph, 2°.]1

(1) Inserted by L 2021-07-04/04, art. 55, 104; En vigueur : 23-07-2021>

(2) L 2024-12-02/07, art. 73, 118; En vigueur : 30-12-2024>

[Art. 37octies] [37nonies]. [1] § 1. The FSMA assumes the tasks entrusted to the competent authority by Regulation 2019/1238 and ensures compliance with this Regulation and with provisions adopted on the basis of or in implementation of this Regulation.

§ 2. For the purposes of carrying out these tasks, the FSMA may:

1° exercise the powers referred to in Articles 34 and 35;

2° exercise the powers referred to in Articles 79 to 85bis according to the procedures provided for by these articles.

Articles 36 and 37 apply in the event of infringement of the provisions of the Regulation referred to in paragraph 1, of the provisions adopted on the basis of or in implementation of this Regulation, or of the measures taken by the FSMA under this Regulation or its implementing provisions. They also apply in the event of non-compliance with the obligations or measures imposed under the first subparagraph, 2°.

§ 3. The FSMA exercises its supervisory tasks defined in paragraph 1, on the prior opinion of the National Bank.

The prior opinions of the National Bank referred to in the first subparagraph concern compliance with the provisions of Regulation 2019/1238, from the perspective of the National Bank's prudential supervision competence in accordance with Article 36/2 of the Organic Law of the Bank or of the European Central Bank in accordance with the SSM Regulation.

§ 4. The FSMA rules on the registration request of a PEPP emanating from a credit institution, an insurance undertaking or a stock exchange company referred to in Article 6, paragraph 1, a), b) or d) of Regulation 2019/1238, on the prior opinion of the National Bank.

The prior opinion of the National Bank, in this case, concerns the conformity of the registration request with the provisions of Regulation 2019/1238, from the perspective of the National Bank's prudential supervision competence in accordance with Article 36/2 of the Organic Law of the Bank or of the European Central Bank in accordance with the SSM Regulation.

The FSMA communicates to the National Bank the registration request and the elements of this request, referred to in Article 6, § 2 of Regulation 2019/1238, which fall under the National Bank's prudential supervision competence in accordance with Article 36/2 of the Organic Law of the Bank or of the European Central Bank in accordance with the SSM Regulation. The National Bank notifies the FSMA, within a maximum period of 5 days, if it finds that the registration request is incomplete.

The National Bank communicates its prior opinion to the FSMA within a period of one month from receipt of the complete registration request.

The absence of a prior opinion within the aforementioned one-month period is considered as a refusal opinion for the registration of the PEPP concerned.

Before the expiration of the aforementioned one-month period, the National Bank may inform the FSMA that it will communicate its opinion no later than 15 days after the expiration of said period.

The FSMA follows the prior opinion of the National Bank and refers to it in its decision on the registration request. The National Bank's opinion is attached to the notification of the FSMA's decision to EIOPA and to the requesting PEPP provider.

The FSMA communicates to the National Bank any subsequent modification of the elements referred to in the third subparagraph. If applicable, the National Bank communicates a new prior opinion to the FSMA on the conformity of the modifications made to these documents, with the provisions of Regulation 2019/1238, according to the procedures defined in subparagraphs 2 to 6. The FSMA follows the prior opinion of the National Bank.

§ 5. The information to national competent authorities, provided for in Article 40, §§ 1 to 5, of Regulation 2019/1238, is provided to the National Bank when the PEPP providers concerned are credit institutions, insurance undertakings or stock exchange companies referred to in Article 6, paragraph 1, a), b) or d), of Regulation 2019/1238. The National Bank verifies that all required information has been communicated to it in accordance with Article 40, §§ 1 to 5, aforementioned. The National Bank transmits to the FSMA the information referred to in Article 40, § 5 of Regulation 2019/1238. This information is transmitted by the FSMA to EIOPA in accordance with Article 40, § 5, second subparagraph, of Regulation 2019/1238. The other information provided to the National Bank is made available to the FSMA, at its request.

With the exception of the information required from credit institutions, insurance undertakings and stock exchange companies referred to in the first subparagraph, and which fall under the prudential supervision of the National Bank in accordance with Article 36/2 of the Organic Law of the Bank or of the European Central Bank in accordance with the SSM Regulation, the FSMA may define, by regulation adopted under Article 64, the nature, scope and format of the information referred to in Article 40, § 1, of Regulation 2019/1238 which it intends to require from PEPP providers at predefined intervals, when predefined events occur or during investigations concerning the situation of a PEPP provider.

For the information required from credit institutions, insurance undertakings and stock exchange companies referred to in the first subparagraph, and falling under the prudential supervision of the National Bank in accordance with Article 36/2 of the Organic Law of the Bank or of the European Central Bank in accordance with the SSM Regulation, these procedures may be specified in a regulation adopted by the National Bank, in accordance with Article 12bis, § 2 of the Organic Law of the Bank.

The FSMA and the National Bank consult each other during the preparation of the regulations referred to in the two preceding subparagraphs.

§ 6. The FSMA cancels the registration of a PEPP provided by a credit institution, an insurance undertaking or a stock exchange company referred to in Article 6, paragraph 1, a), b) or d), of Regulation 2019/1238, at the request of the National Bank, when the latter considers that the conditions of Article 8, § 1 of Regulation 2019/1238 are met regarding aspects falling under the prudential supervision of the National Bank in accordance with Article 36/2 of the Organic Law of the Bank or of the European Central Bank in accordance with the SSM Regulation.

When EIOPA requests the FSMA, in accordance with Article 8, § 6, of Regulation 2019/1238, to verify the existence of circumstances likely to justify the cancellation of a PEPP provided by a credit institution, an insurance undertaking or a stock exchange company referred to in Article 6, paragraph 1, a), b) or d), of Regulation 2019/1238, the FSMA submits its conclusions to EIOPA, on the prior opinion of the National Bank on aspects falling under the prudential supervision of the National Bank in accordance with Article 36/2 of the Organic Law of the Bank or of the European Central Bank in accordance with the SSM Regulation.

§ 7. The FSMA may exercise the powers which, under Article 63 of Regulation 2019/1238, fall under the prerogatives of the competent authorities.

The FSMA, at the request of the National Bank, prohibits or restricts the marketing or distribution of a PEPP in accordance with Article 63, paragraph 1, a), of Regulation 2019/1238, when, according to the National Bank, there are reasonable grounds to believe that the PEPP presents a risk to the stability of all or part of the Belgian financial system.]1

(1) Inserted by L 2023-12-20/08, art. 22, 116; En vigueur : 25-01-2024>

[Art. 37nonies] [37decies]. [1] § 1. The FSMA assumes the tasks entrusted to the competent authority by Regulation 2022/858, to the extent and according to the provisions of Articles 96 to 113 of the Law of ... containing various financial provisions.

In this capacity, it ensures compliance with the provisions of Regulation 2022/858 and with provisions adopted on the basis of or in implementation of this Regulation.

§ 2. For the purposes of carrying out these tasks, the FSMA may:

1° exercise the powers referred to in Articles 34 and 35;

2° exercise the powers referred to in Articles 79 to 85bis according to the procedures provided for by these articles.

Articles 36, 36bis and 37 apply in the event of infringement of the provisions of Regulation 2022/858, of the provisions adopted on the basis of or in implementation thereof, or of the measures taken by the FSMA under this Regulation or its implementing provisions.]1

(1) Inserted by L 2023-12-20/08, art. 115, 116; En vigueur : 25-01-2024>

Article 37decies. [1] § 1. In accordance with Article 46 of Regulation 2022/2554, the FSMA assumes the tasks assigned to the competent authority by that Regulation with regard to:

portfolio management companies and investment advice firms;
trading venues and their operators;
data reporting service providers in the case provided for in the delegated acts adopted by the Commission pursuant to Article 2(3) of Regulation 600/2014;
OPCA managers approved by the FSMA;
management companies for collective investment undertakings that meet the conditions of Directive 2009/65/EC and investment firms that have not designated a management company;
insurance intermediaries, reinsurance intermediaries, and ancillary insurance intermediaries subject to the obligation to be registered with the FSMA;
professional pension institutions;
crowdfunding service providers;
[2] 9. crypto-asset service providers approved pursuant to Regulation 2023/1114.[2] In this capacity, it ensures compliance with the provisions of Regulation 2022/2554, as well as with the provisions adopted on the basis of or in implementation of that Regulation.
§ 2. The provisions of paragraph 1 apply without prejudice to the powers of the National Bank where one of the concerned entities holds another status under which it is also subject to the Bank's supervision.
However, where one of the entities referred to in paragraph 1 holds another status under which it is also subject to the supervision of the National Bank, the latter is responsible for exercising the functions and tasks referred to in Article 19(1), second subparagraph, of Regulation 2022/2554.
§ 3. To carry out its tasks, the FSMA has the powers conferred upon it, with regard to the persons referred to in paragraph 1, under the specific legislation to which they are subject, as well as the powers referred to in Articles 79 to 86.
Articles 36 and 37 apply in case of infringement of the obligations or measures imposed pursuant to Articles 79 to 86.
§ 4. The FSMA shall without delay transmit to the National CSIRT referred to in Article 8, 45°, of the Law of 26 April 2024 establishing a framework for the cybersecurity of networks and systems of information of general interest for public security, the notifications and reports referred to in Article 19(4) of Regulation 2022/2554 received from entities listed in Article 3, § 1 or § 3, of that Law. Where applicable, the FSMA may also transmit to the National CSIRT other information received in the context of the implementation of Regulation 2022/2554. The FSMA may conclude a protocol with the National Bank and the National CSIRT, for the purposes of implementing Regulation 2022/2554 and in particular to determine the practical arrangements for these information exchanges. § 5. To the extent strictly necessary for the exercise of the powers referred to in paragraph 1 and subject to the agreement of the National Bank, the FSMA may request that the latter exercise on its behalf and for its account one or more of the powers referred to in paragraph 3 with regard to one of the entities referred to in paragraph 1. The FSMA retains its status as competent authority notwithstanding any use of this mechanism. The cases in which the mechanism referred to in the first subparagraph may be used, as well as the modalities thereof, including the determination of the compensation of costs and expenses incurred by the National Bank, are determined by a protocol concluded between the FSMA and the National Bank.[1] ---------- (1)Inserted by Law 2025-03-25/05, art. 13, 120; Effective: 08-05-2025 (2)[Law 2025-12-11/13, art. 69, 123; Effective: 03-01-2026]

Section 9. - Criminal sanctions.

Article 38. Those who, abusing the weakness or ignorance of others, carry out transactions on financial instruments at a price or under conditions manifestly disproportionate to the real value of those instruments, are guilty of fraud and punishable by the penalties provided for in Article 496 of the Penal Code.

Article 39. [1] § 1. Those who intentionally:

have carried out a transaction, placed an order, or adopted any other behavior that:
a) gives or is likely to give false or misleading indications regarding the offer, demand, or price of a financial instrument or a related commodity contract; or b) fixes or is likely to fix at an abnormal or artificial level the price of one or more financial instruments or a related commodity contract, unless the person who carried out the transaction, placed the order, or adopted the other behavior establishes that this transaction, order, or behavior proceeded from legitimate reasons and is in conformity with a market practice accepted on the relevant trading venue;
have carried out a transaction, placed an order, engaged in an activity, or adopted any other behavior influencing or likely to influence the price of one or more financial instruments or a related commodity contract, by resorting to fictitious means or any other form of deception or artifice;
have disseminated information, including rumors, whether through the media, the Internet, or any other means, that:
a) gives or is likely to give false or misleading indications regarding the offer, demand, or price of a financial instrument or a related commodity contract; or b) fixes or is likely to fix at an abnormal or artificial level the price of one or more financial instruments or a related commodity contract.
The offender may additionally be ordered to pay a sum corresponding to a maximum of three times the amount of the financial advantage derived directly or indirectly from the offense. This sum is recovered as a fine.
§ 2. Paragraph 1 applies to the acts referred to in the same paragraph concerning:
financial instruments admitted to trading on a regulated market or subject to a request for admission to trading on a regulated market;
financial instruments traded on a MTF, admitted to trading on a MTF, or subject to a request for admission to trading on a MTF;
financial instruments traded on an OTF;
financial instruments not covered by 1, 2, or 3, the price or value of which depends on the price or value of a financial instrument covered by 1, 2, or 3, or has an effect on that price or value, including, without limitation, credit default swaps and financial contracts for differences;
commodity contracts that are not wholesale energy products, where the transaction, order, or behavior has an effect on the price or value of a financial instrument covered by 1 to 4;
types of financial instruments, including derivative contracts or derivative instruments used to transfer credit risk, for which the transaction, order, or behavior has an effect on the price or value of a commodity contract where the price or value depends on the price or value of those financial instruments,
regardless of whether the transactions, orders, or behaviors in question take place on a trading venue.
This Article also applies to behaviors or transactions, including offers, relating to the auctioning on an auction platform approved as a regulated market for emission quotas or other products based on these, including when the products auctioned are not financial instruments, pursuant to Regulation 1031/2010. The rules provided by this Article regarding orders also apply to offers presented within the framework of these auctions. § 3. Those who intentionally transmit false or misleading information, intentionally provide false or misleading data, or intentionally adopt any other behavior constituting manipulation of the calculation of a reference index are punishable by imprisonment from one month to four years and a fine of 300 euros to 10,000 euros. The offender may additionally be ordered to pay a sum corresponding to a maximum of three times the amount of the financial advantage derived directly or indirectly from the offense. This sum is recovered as a fine. For the application of this paragraph, "reference index" means a reference index within the meaning of Article 3(1), point 29), of Regulation 596/2014. § 4. The prohibitions provided for in paragraphs 1 and 3 do not apply:
to transactions in own shares carried out within the framework of buy-back programs, if these transactions are carried out in accordance with Article 5, paragraphs 1 to 3, of Regulation 596/2014;
to the trading of securities or associated instruments referred to in Article 3(2), points a) and b), of Regulation 596/2014 for the purpose of stabilizing securities, if this trading is carried out in accordance with Article 5, paragraphs 4 and 5, of that Regulation;
to transactions, orders, or behaviors that fall within the framework of activities pursued under monetary, exchange rate, or public debt management policies in accordance with Article 6(1) of Regulation 596/2014, to transactions, orders, or behaviors carried out in accordance with Article 6(2) of that Regulation, to activities concerning the Union's climate policy in accordance with Article 6(3) of that Regulation, or to activities carried out under the Common Agricultural Policy and the Common Fisheries Policy of the European Union in accordance with Article 6(4) of that Regulation.[1]

(1)Law 2017-07-31/10, art. 9, 080; Effective: 21-08-2017

Article 40. [1] § 1. To persons who possess inside information:

by virtue of their position as members of the administrative, management, or supervisory bodies of the issuer of the financial instrument in question or of the participant in the emission quota market;
by virtue of their shareholding in the issuer or the participant in the emission quota market;
by virtue of their access to the information due to their work, profession, or functions;
by virtue of their participation in criminal activities; or
in circumstances other than those referred to in 1, 2, 3, and 4, when these persons know or ought to know that it is inside information,
it is prohibited to intentionally use this information by carrying out, for own account or for the account of others, either directly or indirectly:
a) the acquisition or disposal of financial instruments to which this information relates; b) the cancellation or modification of an order concerning the financial instrument to which this information relates, when the order had been placed before the person concerned held the information in question.
The mere fact that a person possesses inside information is not sufficient to presume that this person has used this information and thus adopted behavior prohibited by this Article, if their behavior can be considered legitimate within the meaning of Article 9 of Regulation 596/2014.
§ 2. It is prohibited to persons subject to the prohibition provided for in paragraph 1:
to intentionally disclose inside information to another person, except when this disclosure takes place in the normal course of their work, profession, or functions, including when it relates to a market survey carried out in accordance with Article 11, paragraphs 1 to 8, of Regulation 596/2014;
to intentionally recommend, based on inside information, to another person the acquisition or disposal of the financial instruments to which this information relates, or to intentionally induce, based on inside information, another person to carry out such acquisition or disposal, or to intentionally recommend, based on inside information, to another person the cancellation or modification of an order concerning a financial instrument to which this information relates, or to intentionally induce, based on inside information, another person to carry out such cancellation or modification.
§ 3. It is prohibited to any person to intentionally use a recommendation or inducement to acquire or dispose of financial instruments or to cancel or modify an order concerning financial instruments, if they know or ought to know that this recommendation or inducement is based on inside information.
It is prohibited to any person to intentionally disclose to any other person a recommendation or inducement to acquire or dispose of financial instruments or to cancel or modify an order concerning financial instruments, if they know or ought to know that this recommendation or inducement is based on inside information.
§ 4. The prohibitions provided for in paragraphs 1, 2, and 3 apply to the acts referred to in those paragraphs concerning:
financial instruments admitted to trading on a regulated market or subject to a request for admission to trading on a regulated market;
financial instruments traded on a MTF, admitted to trading on a MTF, or subject to a request for admission to trading on a MTF;
financial instruments traded on an OTF;
financial instruments not covered by 1, 2, or 3, the price or value of which depends on the price or value of a financial instrument covered by 1, 2, or 3, or has an effect on that price or value, including, without limitation, credit default swaps and financial contracts for differences,
regardless of whether the transactions, orders, or behaviors in question take place on a trading venue.
This Article also applies to behaviors or transactions, including offers, relating to the auctioning on an auction platform approved as a regulated market for emission quotas or other products based on these, including when the products auctioned are not financial instruments, pursuant to Regulation 1031/2010. The rules provided by this Article regarding orders also apply to offers presented within the framework of these auctions. § 5. The prohibitions provided for in paragraphs 1, 2, and 3 do not apply:
to transactions in own shares carried out within the framework of buy-back programs, if these transactions are carried out in accordance with Article 5, paragraphs 1 to 3, of Regulation 596/2014;
to the trading of securities or associated instruments referred to in Article 3(2), points a) and b), of Regulation 596/2014 for the purpose of stabilizing securities, if this trading is carried out in accordance with Article 5, paragraphs 4 and 5, of that Regulation;
to transactions, orders, or behaviors that fall within the framework of activities pursued under monetary, exchange rate, or public debt management policies in accordance with Article 6(1) of Regulation 596/2014, to transactions, orders, or behaviors carried out in accordance with Article 6(2) of that Regulation, to activities concerning the Union's climate policy in accordance with Article 6(3) of that Regulation, or to activities carried out under the Common Agricultural Policy and the Common Fisheries Policy of the European Union in accordance with Article 6(4) of that Regulation.
§ 6. Persons who infringe paragraphs 1, 2, 2°, or 3, first subparagraph, are punishable by imprisonment from three months to four years and a fine of 50 euros to 10,000 euros. Persons who infringe paragraphs 2, 1°, or 3, second subparagraph, are punishable by imprisonment from three months to two years and a fine of 50 euros to 10,000 euros.
The offender may additionally be ordered to pay a sum corresponding to a maximum of three times the amount of the financial advantage derived directly or indirectly from the offense. This sum is recovered as a fine.[1] ---------- (1)Law 2017-07-31/10, art. 10, 080; Effective: 21-08-2017

Article 40bis. [1] § 1. The judicial authorities may request from the FSMA any information or documents useful for the investigation or prosecution of an offense under Articles 39 or 40.
They may, at any stage of the proceedings, request the opinion of the FSMA. This opinion is given within 45 days, unless this deadline is extended by the judicial authority that made the request. The failure to provide an opinion within this deadline, possibly extended, does not invalidate the proceedings. A copy of the request for opinion and a copy of the received opinion are attached to the case file. § 2. Without prejudice to Article 25 of Regulation 596/2014, the FSMA ensures, where applicable, with the other competent authorities of the European Economic Area, designated pursuant to Article 22 of that Regulation, any cooperation necessary for the purpose of a criminal investigation or criminal proceedings regarding market manipulation or insider dealing. To this end, the FSMA communicates to these authorities all information required, including that concerning acts prohibited by the law of the requesting State, even if they are not prohibited by Belgian law. Without prejudice to Article 26 of Regulation 596/2014, the FSMA may exchange confidential information and conclude cooperation agreements with the competent authorities of third States for the purpose of a criminal investigation or criminal proceedings regarding market manipulation or insider dealing, even if these acts are not prohibited by Belgian law, provided that these authorities are subject to professional secrecy equivalent to that referred to in Article 74. When the FSMA is seized of a request for information from a foreign competent authority referred to in the first and second subparagraphs,

the interrogated judicial authorities collect and transmit to the FSMA, at its request, any information and documents deemed useful for the preparation of its response, subject to the condition that information and documents relating to judicial proceedings cannot be communicated without the express authorization of the Prosecutor General;
the Financial Information Processing Unit transmits to the FSMA, at its specially motivated request, any information and documents deemed useful for the preparation of its response, relating to information transmitted to the Unit by the organizations and persons referred to [2] in Article 5, § 1, 1° to 32°, and § 3, first subparagraph, 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, pursuant to Book II, Title 4, Chapter 2, Section 1 and Book IV, Title 3, Chapter 2, of that Law.[2]
The judicial authorities, the Financial Information Processing Unit, and the FSMA may refuse to comply with a request for information when the communication of the information could harm the security of Belgium, particularly in the field of counter-terrorism and other forms of serious crime, or harm their own investigation, their own enforcement activities, or a criminal investigation. The competent Prosecutor General and the FSMA may also refuse to comply with a request for information when judicial proceedings have already been initiated or a final judgment has already been rendered for the same facts and against the same persons in Belgium. Without prejudice to the obligations incumbent upon it in criminal proceedings, the FSMA may not use the information received from the authorities referred to in the first and second subparagraphs except for the purpose of its supervision of compliance with provisions regarding market manipulation and insider dealing and within the framework of administrative or judicial proceedings related thereto. However, when the authority that communicated information consents, the FSMA may use it for other purposes or transmit it to the competent authorities of other States.[1] ---------- (1)Inserted by Law 2017-07-31/10, art. 11, 080; Effective: 21-08-2017 (2)[Law 2017-09-18/06, art. 166, 081; Effective: 16-10-2017]

Art. 41. Persons who commit any of the following acts shall be punishable by imprisonment of one month to one year and a fine of 50 euros to 10,000 euros, or by one of these penalties only:

1° [2 ...]2

2° those who contravene the provisions adopted in application of Articles [4 ...]4 22 and 23 and designated by the King in the aforementioned decrees;

3° those who obstruct the inspections and expertise of the [3 FSMA]3 pursuant to this chapter or who knowingly provide it with inaccurate or incomplete information;

4° [4 ...]4

[1 5° those who disseminate information or rumors, through the media, via the Internet or by any other means, which give or are likely to give false or misleading indications regarding the situation, particularly financial, of a credit institution, an insurance company, an investment firm or a [5 central securities depository, a body supporting such a depository or a depositary bank]5, of a nature to harm its financial stability, when they knew or should have known that the information was false or misleading.]1

(1)<L 2010-06-02/10, art. 11, 040; En vigueur : 24-06-2010>

(2)<AR 2011-03-03/01, art. 216, 045; En vigueur : 01-04-2011>

(3)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011>

(4)<L 2017-11-21/08, art. 118, 082; En vigueur : 03-01-2018>

(5)<L 2018-07-30/10, art. 58, 088; En vigueur : 20-08-2018>

Art. 42.
<Abrogé par L 2017-11-21/08, art. 119, 082; En vigueur : 03-01-2018>

Art. 43.The provisions of Book One of the Penal Code, without exception of Chapter VII and Article 85, apply to the offenses referred to in Articles 38 to 42.
[1 The attempt to commit any of the offenses referred to in Articles 39 and 40 is punishable as the offense itself.]1

(1)<L 2017-07-31/10, art. 12, 080; En vigueur : 21-08-2017>

Section 10. - International cooperation in the fight against market abuse. <Inserted by AR 2005-08-24/42, art. 9; En vigueur : 19-09-2005>

Art. 43bis. (Repealed) <AR 2007-04-27/85, art. 28, 028; En vigueur : 01-11-2007>

CHAPITRE III. - (Banking, Financial and Insurance Commission). <AR 2003-03-25/34, art. 1, 002; En vigueur : 01-01-2004>

Section 1. - General provisions.

Art. 44.The [1 FSMA]1 is an autonomous body having legal personality and having its seat in the administrative district of Brussels-Capital. <AR 2003-03-25/34, art. 1, 002; En vigueur : 01-01-2004>

(1)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011>

Art. 45. [1 § 1. The FSMA shall have the mission, in accordance with this Law and the special laws applicable to it:

1° [33 to ensure compliance with the rules aimed at protecting the interests of investors in transactions involving financial instruments and other investment instruments or crypto-assets, as well as with the rules aimed at ensuring the proper functioning, integrity and transparency of markets for financial instruments and other investment instruments or crypto-assets, and in particular, the rules referred to in Chapter II, the provisions of the Law of 21 November 2017 on financial market infrastructures and transposing Directive 2014/65/EU and the Law of 11 December 2025, as well as the decrees and regulations adopted for the implementation of all the foregoing;]33

2° to ensure supervision:

a. [23 of portfolio management and investment advisory companies referred to in the Law of 25 October 2016, management companies for collective investment schemes, managers of alternative investment funds referred to in the Law of 19 April 2014 on alternative investment funds and their managers, and exchange offices referred to in the Law of 25 October 2016 and its implementing decrees;]23

b. of collective investment schemes [23 referred to in the Law of 3 August 2012 on collective investment schemes that meet the conditions of Directive 2009/65/EC and of loan investment schemes and under the Law of 19 April 2014 on alternative investment funds and their managers]23;

c. [14 ...]14;

d. [2 of the enterprises and operations referred to in the Law of 12 June 1991 on consumer credit;]2

[6 ...]6

e. [29 of insurance intermediaries, ancillary insurance intermediaries and reinsurance intermediaries]29 referred to in [8 the Law of 4 April 2014 on insurance [27 , with the exception of insurance intermediaries referred to in Article 68 of the Law of 26 April 2010 laying down various provisions concerning the organization of complementary health insurance (I)]27]8;

f. of intermediaries in banking and investment services referred to in the Law of 22 March 2006 on intermediation in banking and investment services and on the distribution of financial instruments;

g. [3 ...]3

[13 h. of regulated real estate companies [23 referred to in the Law of 12 May 2014 on regulated real estate companies]23;]13

[10 [18 i.]18 of independent financial planners referred to in the Law of 25 April 2014 on the status and supervision of independent financial planners and on the provision of financial planning advice by regulated companies;]10

[14 [18 j.]18 of lenders and credit intermediaries referred to in Book VII, Title 4, Chapter 4 of the Code of Economic Law.]14

[18 k. [26 of crowdfunding service providers referred to in Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for businesses, amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937 ;]26]18

[19 l. [24 ...]24]19

[23 m. of reference index administrators referred to in Regulation (EU) 2016/1011]23

[25 n. [33 of crypto-asset service providers referred to in Article 59 of Regulation 2023/1114, without prejudice to the competences of the Bank;]33]25

[31 o. of credit managers referred to in the Law of 20 December 2024 transposing Directive (EU) 2021/2167 of the European Parliament and of the Council of 24 November 2021 on credit servicers and credit purchasers, and amending Directives 2008/48/EC and 2014/17/EU;]31

3° [23 to ensure compliance by credit institutions, insurance undertakings, reinsurance undertakings, stock exchange companies, [33 electronic money institutions, payment institutions,]33 central counterparties, central securities depositories, central securities depository service providers [27 , custodian banks and insurance intermediaries referred to in Article 68 of the Law of 26 April 2010 laying down various provisions concerning the organization of complementary health insurance (I)]27 and, insofar as they are applicable to them, with the following provisions and the decrees and regulations adopted for their implementation :]23

a. [23 the rules referred to in Chapter II ;]23

b. the Law of 25 June 1992 on the non-life insurance contract;

c. [8 the Law of 4 April 2014 on insurance [23 ...]23;]8;

d. the Law of 22 March 2006 on intermediation in banking and investment services and on the distribution of financial instruments;

e. [8 ...]8;

f. [15 Article 42 of the Law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings,]15 [19 Articles 21, 41 to 42/2, 64, 65, § 3, 65/2 and 65/3, as well as Article 66 insofar as it concerns the provision of investment services and the exercise of investment activities, of the Law of 25 April 2014, [30 Articles 17, 37, 38, 39, 40, 68, 69, § 2, paragraph 3, 71, 72, as well as Article 73, insofar as it concerns the provision of investment services and the exercise of investment activities, of the Law of 20 July 2022]30]19 from the perspective of compliance with rules designed to ensure fair, equitable and professional treatment of interested parties;

g. [17 Articles 65, §§ 1 and 2, and 528, paragraph 1 of the Law of 25 April 2014, insofar as the latter article makes the aforementioned Articles 65, §§ 1 and 2 applicable to stock exchange companies;]17

[5 h) [23 the provisions referred to in Article 16, § 7,]23 of the Law of 13 November 2011 on compensation for bodily and non-pecuniary damage resulting from a technological accident;]5

[10 i. the Law of 25 April 2014 on the status and supervision of independent financial planners and on the provision of financial planning advice by regulated companies;]10

[16 j. Article 383 of the Law of 25 April 2014;]16

[18 k. Title II of the Law of 18 December 2016 organizing the recognition and regulation of crowdfunding and laying down various provisions concerning finance;]18

[33 l. Title II, Articles 27 to 29, 31, 32, 66, 71, 75, paragraph 1, 76 to 82 and Title VI of Regulation 2023/1114;]33

4° [23 to ensure compliance with the following provisions and the decrees and regulations adopted for their implementation :]23

a. Title II, Chapter 1, Section 4 of the Programme Law (I) of 24 December 2002, concerning supplementary pension for self-employed persons;

b. the Law of 28 April 2003 on supplementary pensions and the tax regime applicable to them and to certain supplementary social security benefits;

[20 c. Title 4 of the Law of 15 May 2014 laying down various provisions [23 , concerning supplementary pension for business executives]23;

d. the [23 Title II]23 of the Law of 18 February 2018 laying down various provisions concerning supplementary pensions and establishing a supplementary pension for self-employed natural persons, for assisting spouses and for independent carers;]20

[22 e. [27 ...]27]22

[23 e. [27 ...]27]23

[27 f. Article 12 of the Law of 10 May 2007 aiming to combat certain forms of discrimination, insofar as Article 32 of that Law provides for the competence of the FSMA, and Article 12 of the Law of 10 May 2007 aiming to combat discrimination between women and men, insofar as Article 38 of that Law provides for the competence of the FSMA.]27

[23 4°/1 to ensure compliance with the following provisions and the decrees and regulations adopted for their implementation :

a. the provisions referred to in Article 15, paragraph 1, of the Law of 21 December 2013 on various provisions concerning the financing of small and medium-sized enterprises ;

b. the provisions referred to in Article 17, § 1, of the Law of 26 December 2013 laying down various provisions concerning thematic citizen loans ;]23

[31 4°/2. to ensure compliance with the provisions of the Law of 20 December 2024 transposing Directive (EU) 2021/2167 of the European Parliament and of the Council of 24 November 2021 on credit servicers and credit purchasers, and amending Directives 2008/48/EC and 2014/17/EU, and the decrees and regulations adopted for its implementation.]31

5° [33 to contribute to compliance with rules aimed at protecting users of financial products or services, crypto-assets or crypto-asset services, and borrowers against the unlawful offer or provision of such products or services and against the unlawful use of designations reserved for enterprises authorized, registered or recorded with the FSMA or the Bank;]33

6° to contribute to financial education [23 ...]23;

[7 7° to contribute to compliance with the provisions of Book VI of the Code of Economic Law [23 and the decrees and regulations adopted for their implementation]23 which relate to financial services as referred to in Book I of the same Code, by enterprises subject to its supervision or whose operations or products are subject to its supervision;]7

[32 8° to contribute to compliance with the provisions of the Law of 22 April 2019 aiming to establish a banking oath and disciplinary regime and the decrees and regulations adopted for its implementation, to the extent described in Articles 5 to 7 of that Law.]32

On the advice of the Bank and the FSMA, the King may, in order to take into account, in particular, the state of European regulation in this area, for the implementation of the provisions referred to in paragraph 1, 3°, and for the supervision by the FSMA of compliance with them by the institutions or persons referred to in paragraph 1, 2° or 3°, make a distinction between professional interested parties and retail interested parties or between certain categories of professional interested parties.

[27 By way of derogation from paragraph 1, the supervision of compliance with the rules referred to in paragraph 1, 3°, and paragraph 2, by mutual societies referred to in Articles 43bis, § 5, and 70, §§ 6 and 7, of the Law of 6 August 1990 on mutual societies and national unions of mutual societies and by insurance intermediaries referred to in Article 68 of the Law of 26 April 2010 laying down various provisions concerning the organization of complementary health insurance (I), falls under the competences of the OCM, when the provisions concerned are linked to their status as mutual societies or insurance intermediaries, as the case may be.]27

[23 The FSMA also has the mission, to the extent defined by the Law of 18 September 2017 on the prevention of money laundering and terrorist financing and on the limitation of the use of cash, to supervise compliance, by the entities subject to the provisions referred to in Article 85, § 1, 4°, of that same Law, with the legal and regulatory or European provisions which aim to prevent the use of the financial system for the purposes of money laundering and terrorist financing, as well as for the financing of proliferation of weapons of mass destruction.]23

§ 2. In order to promote the fair, equitable and professional treatment of interested parties, the King may, on the advice of the FSMA and the Bank, supplement with regard to the institutions or persons referred to in § 1, paragraph 1, 2° and 3°, the rules referred to in § 1, paragraph 1, 3°, with provisions concerning:

information obligations towards interested parties;
contractual obligations and conditions;
the obligation to act in the best interests of clients (duty of care);
regimes relating to benefits linked to services provided;
the provision of services via the Internet;
advertising rules;
the handling of complaints;
[6 the transparency, by mandatory mention of a label or in any other way, of risks, prices]6 , remuneration and fees;
accessibility to the services provided.

In particular, it may provide for different rules depending on whether it concerns professional interested parties or retail interested parties, or different rules between certain categories of professional interested parties.

[27 In addition to the opinions required in paragraph 1, the provisions adopted for the implementation of paragraph 1 are also adopted by the King on the advice of the OCM insofar as they apply to the mutual societies referred to in Articles 43bis, § 5, and 70, §§ 6 and 7, of the Law of 6 August 1990 on mutual societies and national unions of mutual societies and/or to the insurance intermediaries referred to in Article 68 of the Law of 26 April 2010 laying down various provisions concerning the organization of complementary health insurance (I). In this case, the opinion of the OCM is rendered exclusively from the perspective of compliance with the provisions concerned by the aforementioned mutual societies and insurance intermediaries.]27

§ 3. For the application of this Article, the term "interested parties" shall mean the clients and potential clients of the companies concerned, as well as policyholders, insured persons and beneficiaries of insurance contracts taken out with insurance companies.

§ 4. The provisions of Articles 36 and 37 shall apply in the event of non-compliance with the rules referred to in § 1, paragraph 1, 3°, f and g, or of failure to comply with the obligations provided for under paragraph 2.]1

§ 5. In the exercise of its functions, as the competent prudential authority, the FSMA takes into account the convergence, in terms of supervisory tools and practices, in the application of legislative, regulatory and administrative obligations imposed in accordance with applicable European directives.

To this end, it must:
a) participate in the activities of the European Banking Authority; b) comply with the guidelines, recommendations, standards and other measures agreed by the European Banking Authority, and, if it does not, give reasons.

In the exercise of its general tasks, the FSMA, as the competent prudential authority, duly takes into account the potential impact of its decisions on the stability of the financial system in all other concerned Member States and, in particular, in emergency situations, based on the information available at the time considered.

§ 6. At the request of the FSMA and depending on the object of the concerned cybersecurity certification scheme, the King may, provided that it has the expertise required for these purposes, entrust to the FSMA, by deliberated order of the Council of Ministers, in whole or in part, the tasks referred to in Chapters 5 and 6, with the exception of Articles 21 and 22, of the Law of 20 July 2022 on the cybersecurity certification of information and communication technologies and designating a national cybersecurity certification authority. In this case, the King solicits the opinion and consults beforehand with the authority referred to in Article 5, § 1, of the aforementioned law and the FSMA. The FSMA exercises these control tasks only vis-à-vis entities over which it exercises control pursuant to paragraph 1, 2°, and the specific laws governing the control of financial institutions.

(1)AR 2011-03-03/01, art. 217 and 331, 045; Effective: 01-04-2011 (2)AR 2011-03-03/01, art. 217, 045; Effective: undetermined (3)AR 2011-03-03/01, art. 302, 045; Effective: undetermined, itself repealed by art. 53, 7° of L 2014-04-19/39; Effective: 29-05-2014 (4)L 2011-07-28/10, art. 27, 046; Effective: 31-08-2011 (5)L 2011-11-13/17, art. 21, 047; Effective: 01-11-2012 (6)L 2013-07-30/16, art. 32, 051; Effective: 09-09-2013 (7)L 2013-12-21/23, art. 7, 054; Effective: 31-05-2014 (8)L 2014-04-04/23, art. 336, 055; Effective: 01-11-2014 (9)L 2014-04-25/09, art. 84, 056; Effective: 07-05-2014 (10)L 2014-04-25/59, art. 45, 058; Effective: 01-11-2014 (11)L 2014-04-25/64, art. 27, 059; Effective: 07-06-2014 (12)L 2014-04-19/62, art. 399, 061; Effective: 27-06-2014 (13)L 2014-05-12/18, art. 81, 062; Effective: 16-07-2014 (AR 2014-07-13/01, art. 33) (14)L 2014-04-19/39, art. 34, 063; Effective: 01-11-2015 (AR 2014-04-19/40, art. 3; modified by AR 2015-06-28/02, art. 2) (15)L 2016-03-13/07, art. 707, 067; Effective: 23-03-2016; see also art. 756 (16)L 2016-04-22/02, art. 33, 069; Effective: 12-05-2016 (17)L 2016-10-25/04, art. 131, 072; Effective: 28-11-2016 (18)L 2016-12-18/01, art. 39, 075; Effective: 01-02-2017 (19)L 2017-11-21/08, art. 120, 082; Effective: 03-01-2018 (20)L 2018-02-18/07, art. 25, 086; Effective: 30-06-2018 (21)L 2018-07-30/10, art. 59, 088;
Effective: 20-08-2018 (22)L 2018-12-06/23, art. 27, 096; Effective: 27-03-2019 (23)L 2019-05-02/25, art. 133, 099; Effective: 31-05-2019 (24)L 2021-07-04/04, art. 44, 104; Effective: 01-01-2022 (25)L 2021-07-04/04, art. 67, 104; Effective: undetermined, on the day of entry into force of the order taken in execution of Article 5, § 1, paragraph 2, 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 (26)L 2022-02-23/09, art. 2, 107; Effective: 04-04-2022 (27)L 2022-07-05/06, art. 9, 110; Effective: 29-07-2022 (28)L 2022-07-20/11, art. 41, 111; Effective: 05-08-2022 (29)L 2022-07-20/31, art. 94, 113; Effective: 15-09-2022 (30)L 2023-12-20/08, art. 23, 116; Effective: 25-01-2024 (31)L 2024-12-20/49, art. 33, 119; Effective: 24-01-2025 (32)L 2019-04-22/07, art. 8, 122; Effective: 15-07-2026 (33)L 2025-12-11/13, art. 70, 123; Effective: 03-01-2026

Art. 45bis. [[1](#t

[Art. 48] 48. § 1. The missions of the Supervisory Board are as follows:
1° to hold exchanges of views on general questions relating to the powers conferred on the FSMA, the supervision of undertakings subject to its control, and the developments relating to the supervision of the Belgian, European and international financial markets; 2° to give opinions to the Management Committee on general priorities concerning the FSMA's supervision policy [3] and to deliberate on the annual control plan referred to in Article 49, § 2; [3] 3° to give opinions to the Management Committee on all matters relating to the preparation and implementation of its policy and on all proposals relating to the supervision areas entrusted to the FSMA; 4° on the proposal of the Management Committee and [3] after the opinion [3] of the audit committee as referred to [3] in paragraph 1bis [3], to adopt the annual budget, the annual accounts and the part of the annual report relating to the Supervisory Board; 5° to propose to the King, on the proposal of the Management Committee, the general rules on the financing of the FSMA's activities by the undertakings subject to its control and by remuneration received for the examination of files relating to operations or products subject to its control; [[3] 5° bis to give opinions on draft regulations proposed by the Management Committee in application of Article 49, § 3; [3] 6° to give an opinion to the King prior to the appointments referred to in Articles 49, § 6, 50, § 2 and 51, § 3; 7° [3] to exercise general supervision over the honest, lawful, effective and efficient functioning of the FSMA. [3] [[3] (§ 1, L2 becomes § 1bis) [3] [[3] ... [3] [[3] ... [3] [[3] ... [3] [[3] ... [3] ][1] [[3] § 1bis. (former § 1, L2) For the purpose of exercising the supervision mission referred to in paragraph 1, particularly 4° and 7°, the Board creates an audit committee within its midst; the audit committee is composed of four members, chosen from among the members who may neither hold, in an undertaking subject to the permanent supervision of the FSMA, a participation [4] within the meaning of Article 1:22 of the Code of Companies and Associations [4] nor exercise any function or mandate in an undertaking subject to the permanent supervision of the FSMA or in a professional association representing undertakings subject to the supervision of the FSMA. The committee has as many Dutch-speaking members as French-speaking members. The committee chooses a chairman from among its members. [3] [[3] § 1ter. The audit committee referred to in paragraph 1bis has the following specific competencies:
1° it approves the job profile, the choice, the engagement, the change of function and the dismissal of the head of the internal audit service and participates in the selection interviews with candidates; 2° it formulates recommendations to the Management Committee regarding the role and functioning of the internal audit service, approves the internal audit charter as well as the service's activity plan; 3° it deliberates on the reports of the internal audit service regarding the investigations carried out, the follow-up given to recommendations and the activity reports of the internal audit service; 4° it participates in the annual evaluation of internal auditors; 5° it ensures the existence of direct reporting by the internal audit service to the Management Committee; 6° it examines the draft budget and annual accounts drawn up by the Management Committee before their approval by the Board. It gives an opinion to the Board on this subject. The head of the internal audit service and the statutory auditor have direct access to the chairman of the audit committee. The audit committee reports annually to the Supervisory Board on its activities, in such a manner that individual natural or legal persons cannot be identified. Information relating to individual natural or legal persons to which the audit committee has access by virtue of the exercise of its functions is also subject to professional secrecy as referred to in Article 74 with regard to the other members of the Supervisory Board. [3] [[3] § 1quater. The Supervisory Board transmits any useful recommendation to the Management Committee, regarding the matters referred to in paragraph 1, 7°, if appropriate on the proposal of the audit committee. The Management Committee reports to the Board on the follow-up it gives to the recommendations. [3] [[2] § 2. The Board is composed of ten to fourteen members who are not part of the Management Committee or the FSMA staff. The members are appointed by the King, on the joint proposal of the Minister having Finance in his portfolio, the Minister having the Economy in his portfolio and the Minister having consumer protection in his portfolio, for a renewable term of six years. During their term of office, the chairman of the Supervisory Board and at least half of the other members may neither hold, in an undertaking subject to the permanent supervision of the FSMA, a participation [4] within the meaning of Article 1:22 of the Code of Companies and Associations [4] nor exercise any function or mandate in an undertaking subject to the permanent supervision of the FSMA or in a professional association representing undertakings subject to the supervision of the FSMA. In the event of a vacancy in a member's seat, for whatever reason, it is replaced for the remainder of the term. In the absence of renewal of the mandate of a sufficient number of members for the Board to be validly composed, the members remain in office until the first meeting of the Board in
its new composition. The Board has as many French-speaking members as Dutch-speaking members. During the five years preceding their appointment, members of the Supervisory Board may not have been part of any body of the FSMA other than the Supervisory Board, nor of its staff. [2] [[1] § 3. The Board meets whenever the chairman of the Supervisory Board or [3] at least three of its members [3] deem it necessary and at least four times a year. The chairman of the Supervisory Board establishes the agenda for the meetings. The Board can only deliberate if a majority of its members are present. Decisions are adopted by a majority of votes cast. [[3] In the event of a tie of votes on an item on the agenda, the decision proposal is deemed to be rejected. [3] [[3] Unless the chairman of the Board decides otherwise regarding a particular item on the agenda, members of the Management Committee attend the meetings of the Board, without however taking part in the deliberations. [3] § 4. The King fixes the amount of the attendance fees allocated to the members and the chairman of the Board. [1] [[2] § 5. The chairman of the Supervisory Board is elected by the members of the Supervisory Board and from among them. [2] ---------- (1)<AR 2011-03-03/01, art. 220 and 331, 045; En vigueur : 01-04-2011> (2)<AR 2011-03-03/01, art. 220 and 331, 045; En vigueur : 03-03-2011> (3)<L 2014-04-25/09, art. 179, 056; En vigueur : 01-05-2014> (4)<L 2024-12-02/07, art. 74, 118; En vigueur : 30-12-2024>

[Art. 48bis] 48bis. [1] § 1. [[4] The Sanctions Commission rules on the imposition of administrative fines by the FSMA in the matters referred to in Article 45 and on the imposition of measures and administrative fines referred to in Article 59 of the law on the organization of the profession and public supervision of statutory auditors.
This Sanctions Commission comprises 12 members designated by the King:
1° two Councillors of State or honorary Councillors of State designated on the proposal of the First President of the Council of State; 2° two Councillors at the Court of Cassation or honorary Councillors at the Court of Cassation designated on the proposal of the First President of the Court of Cassation; 3° two magistrates who are not Councillors at the Court of Cassation nor at the Court of Appeal of Brussels; 4° four other members with expertise in the field of financial services and markets, and 5° two other members with expertise in the field of statutory audit and who are non-practitioners within the meaning of Article 3, 28°, of the law on the organization of the profession and public supervision of statutory auditors. [4] [[4] § 1bis. The Sanctions Commission is organized into two chambers. The chamber competent to rule on the imposition of administrative fines by the FSMA in the matters referred to in Article 45 is composed of the members referred to in paragraph 1, 1°, 2°, 3° and 4°. The chamber competent to rule on the imposition of measures and administrative fines referred to in Article 59 of the law on the organization of the profession and public supervision of statutory auditors is composed of the members referred to in paragraph 1, 1°, 2°, 3° and 5°. The members referred to in paragraph 1, 4° may sit as alternates. [4] § 2. The chairman is elected by the members of the Sanctions Commission from among the persons mentioned in 1°, 2° and 3°. [[4] ... [4] § 3. During the five years preceding their appointment, members of the Sanctions Commission may not have been part of any body of the [[3] FSMA [3] other than the Supervisory Board, nor of its staff, nor of the CREFS. [[4] During their term of office, the members referred to in paragraph 1, 1°, 2°, 3° and 4° may not exercise any function or mandate in an undertaking subject to the permanent supervision of the FSMA or the College or in a professional association representing undertakings or persons subject to the supervision of the FSMA or the College, nor provide services for the benefit of a professional association representing undertakings subject to the supervision of the FSMA or the College. During their term of office, the members referred to in paragraph 1, 5°, may not exercise any function or mandate in a public interest entity or in an undertaking subject to the supervision of the College or in a professional association representing public interest entities or undertakings or persons subject to the supervision of the College, nor provide services for the benefit of a professional association representing public interest entities or undertakings subject to the supervision of the College. [4] The term of office of the members of the Sanctions Commission is six years, renewable. In the absence of renewal, the members remain in office until the first meeting of the Sanctions Commission in its new composition. In the event of a vacancy in a seat of a member of the Sanctions
Commission, for whatever reason, it is replaced for the remainder of the term. According to modalities defined by the King, the Sanctions Commission is renewed by half every three years. The term of office is calculated from the date of the first meeting of the Commission. [[4] The Sanctions Commission, or one of its chambers, may validly deliberate when two of its members and its chairman are present. [4] In the event of the chairman's inability to act, it may validly deliberate when three of its members are present. Members of the Sanctions Commission may not deliberate on a case in which they have a personal interest likely to influence their opinion. The King fixes the amount of the allowance allocated to the members of the Sanctions Commission based on the files on which they have deliberated. He also fixes the salary of the chairman of the Sanctions Commission. The Sanctions Commission adopts an internal regulations setting the procedural rules [[2] and ethical rules [2] applicable for the handling of sanction files, and submits it for approval to the King. [1] ---------- (1)<Inserted by L 2010-07-02/17, art. 8, 042; En vigueur : 15-07-2011> (2)<AR 2011-03-03/01, art. 221, 045; En vigueur : 01-04-2011> (3)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (4)<L 2016-12-07/02, art. 88, 074; En vigueur : 31-12-2016>

Art. 49. § 1. The Management Committee ensures the administration and management of the FSMA and determines the orientation of its policy. It appoints and dismisses staff members, sets their salaries, and determines all other benefits. It rules on all matters not expressly reserved by law to another body.

§ 2. The Management Committee sets general policy directions and priorities for supervision, establishes an annual control action plan, and adopts measures that may be taken with respect to each of the sectors subject to FSMA supervision.

[5] Unless it possesses only a bound competence, the Management Committee takes into account, when determining the type and, where applicable, the level of measures and sanctions to be taken in case of infringement of applicable rules, all relevant circumstances.[5]

§ 3. On the advice of the Supervisory Board, the Management Committee adopts the regulations referred to in Article 64. The Management Committee sets, in circulars, recommendations, or codes of conduct, all measures relating to the application of legal or regulatory provisions whose application the FSMA monitors.

[3] ...[3]

§ 4. The various authorities exercising legislative or regulatory power may request the opinion of the FSMA on any draft legislative or regulatory act concerning the supervisory missions entrusted or to be entrusted to the FSMA.

§ 5. The Management Committee takes note of developments and general questions regarding economic, systemic, or structural aspects that may have an impact on the areas of competence of the FSMA, and of all questions relating to the application of legislation or regulation in the areas of competence of the FSMA.[1]

[2] § 6. The Management Committee is composed, in addition to the President, of three members.

The members of the Management Committee together include as many Dutch-speaking members as French-speaking members.

The members of the Management Committee are appointed by the King, on the advice of the Supervisory Board, on the joint proposal of the Minister responsible for Finance and the Minister responsible for Consumer Protection, for a renewable term of six years, and receive a salary and pension at the expense of the FSMA, the amounts of which are fixed by the King.

In the event of non-renewal of their mandate, the members remain in office until the first meeting of the Management Committee in its new composition.

In the event of a vacancy in a member's mandate, for any reason whatsoever, a replacement is made for the remainder of the term.

The members of the Management Committee must be Belgian.

On the joint proposal of the Minister responsible for Finance, the Minister responsible for the Economy, and the Minister responsible for Consumer Protection, and on the advice of the Supervisory Board, the King designates, among the members of the Management Committee, a Vice-President of the Management Committee of a linguistic expression different from that of the President of the Management Committee.

The Management Committee designates from within its ranks or among the staff a representative who sits with a consultative vote [6] in the Management Committee for work accidents and in certain technical committees of Fedris[6]. Similarly, [7] the Management Committee for work accidents[7] designates a representative who sits on one of the advisory committees referred to in Article 69 and called upon to deal with files relating to work accident insurance.[2]

[1] § 7. [4] The Management Committee meets when the President of the Management Committee deems it necessary or when a member makes a reasoned request, and at least twelve times per quarter.

The Management Committee can only rule when at least two of its members are present.

The Committee decides unanimously. When unanimity cannot be reached, decisions are taken by a majority of the members present. In the event of a tie of votes regarding an item on the agenda, the decision proposal concerned is deemed rejected.

A record of the Management Committee's deliberations is drawn up. The minutes are signed by the members present. In the event of dissent, committee members have the right to have their vote recorded, if applicable with supporting reasons, or their opinion recorded in the minutes.[4]

§ 8. The Management Committee may delegate the power to take an implementing decision under Article 7, § 3, of this Law, Article 7 of the Royal Decree of 27 April 2007 on public takeover bids, and Article 7 of the Royal Decree of 27 April 2007 on public takeover offers, to one or more of its members for situations that cannot tolerate any delay.

Decisions taken on the basis of the delegations granted under this paragraph are reported to the Management Committee at the latest at its next ordinary meeting.

§ 9. The Management Committee conducts, at least once a year, an open consultation on the quality of the information provided by all or part of the establishments and companies to which all or part of the rules referred to in Article 45, § 1, first paragraph, [3] 1°, 2° or 3°[3], concerning the protection of investors' interests [3] and other users of financial products or services[3] apply. This consultation is carried out in accordance with Article 64, paragraph 2.[1]

[3] In order to draw up its action plan for the exercise of the mission referred to in Article 45, § 1, first paragraph, 6°, the Management Committee also conducts a public consultation organized in accordance with Article 64, paragraph 2, or a more targeted consultation of the representatives of the main parties concerned.[3]

(1) AR 2011-03-03/01, art. 222 and 331, 045; En vigueur : 01-04-2011> (2) AR 2011-03-03/01, art. 222 and 331, 045; En vigueur : 03-03-2011, voir détails à l'AR 2011-03-03/01, art. 351> (3) L 2013-07-30/16, art. 34, 051; En vigueur : 09-09-2013> (4) L 2014-04-25/09, art. 180, 056; En vigueur : 01-05-2014> (5) L 2016-06-27/04, art. 16, 070; En vigueur : 03-07-2016> (6) AR 2018-09-06/13, art. 24, 091; En vigueur : 01-01-2017> (7) AR 2018-09-06/13, art. 25, 091; En vigueur : 01-01-2017>

Art. 50. § 1. [The President of the Management Committee directs the [3 FSMA]3. He presides over the Management Committee. He is replaced, in case of impediment, by the Vice-President.] <L 2007-04-27/35, art. 165, 1°, 027; En vigueur : 25-04-2007>

§ 2. [2 The President of the Management Committee is appointed by the King, on the advice of the Supervisory Board, and on the joint proposal of the Minister responsible for Finance, the Minister responsible for the Economy, and the Minister responsible for Consumer Protection, for a renewable term of six years.]2

The King sets the salary of the [President of the Management Committee] as well as his pension. <L 2007-04-27/35, art. 164, 2°, 027; En vigueur : 25-04-2007>

[1 § 3. The President of the Management Committee coordinates the cooperation of the [3 FSMA]3 with other institutions and public bodies, without prejudice to Chapter IV. He reports on this regularly to the Management Committee.]1

(1) L 2010-07-02/17, art. 10, 042; En vigueur : 26-10-2010> (2) AR 2011-03-03/01, art. 223, 045; En vigueur : 01-04-2011> (3) AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011>

Art. 51.

<Abrogé par L 2014-04-25/09, art. 181, 056; En vigueur : 01-05-2014>

Art. 52. [1 The mandates [2 of the members of the Supervisory Board, the President and the members of the Management Committee]2 [3 ...]3 terminate when they have reached the age of sixty-five completed.]1

(1) L 2010-07-02/17, art. 12, 042; En vigueur : 01-08-2010> (2) AR 2011-03-03/01, art. 225, 045; En vigueur : 01-04-2011> (3) L 2014-04-25/09, art. 182, 056; En vigueur : 01-05-2014>

Art. 53. [1 Members of the Legislative Chambers, the European Parliament, the Community and Regional Parliaments, persons who hold the status of Minister or Secretary of State or member of a Community or Regional government, and members of the cabinets of a member of the Federal Government or a Community or Regional government may not hold the functions of President of the Management Committee [3 ...]3 , member of the Supervisory Board, member of the Sanctions Commission, or member of the Management Committee of the FSMA. These latter functions terminate automatically when the holder takes the oath for the exercise of the functions mentioned first or exercises such functions.

The President of the Management Committee [3 and]3 [3 ...]3 of the Management Committee [3 ...]3 may not exercise any function in a company subject to the permanent control of the FSMA or whose operations are subject to its control, either personally or through a legal entity.

The prohibitions provided [2 in paragraph 2]2 remain in force for one year after leaving office. During this period and in the absence of exercising another full-time function, the President [3 and]3 [3 ...]3 [3 ...]3 receive an annual remuneration equal to the annual salary received as part of their mandate.

The Supervisory Board, on the advice of the Management Committee, may derogate from the prohibition provided for the period concerned after leaving office when it finds that the envisaged activity has no significant influence on the independence of the person concerned.]1

(1) AR 2011-03-03/01, art. 226 et 331, 045; En vigueur : 01-04-2011> (2) L 2013-07-30/16, art. 35, 051; En vigueur : 09-09-2013> (3) L 2014-04-25/09, art. 183, 056; En vigueur : 01-05-2014>

Section 3. - Organization.

Art. 54. [1 § 1. The FSMA is organized into services, according to an organizational chart adopted by the Management Committee. The organizational chart reflects the different areas of competence referred to in Article 45, as well as cross-cutting support services.

§ 2. The President and members of the Management Committee ensure, under the collective authority of the Management Committee, the direction of one or more services of the FSMA.

Each service reports to the Management Committee member responsible for its direction. The Internal Auditor reports directly and simultaneously to the Management Committee and to the President of the Audit Committee.]1

(1) L 2014-04-25/09, art. 184, 056; En vigueur : 01-05-2014>

Art. 55. The [[2 FSMA]2] may recruit and employ its personnel under the terms of an employment contract governed by the Law of 3 July 1978 on employment contracts. <AR 2003-03-25/34, art. 1, 002; En vigueur : 01-01-2004>

[1 paragraph 2 repealed]1

[1 The Management Committee sets the administrative and pecuniary statutes of statutory personnel.]1

[To this end, it makes applicable the provisions relating to the administrative and pecuniary statutes that applied to this personnel on 31 December 2003 as well as their subsequent modifications, if applicable with the adaptations indispensable to their application, and taking into account the provisions of collective labor agreements applicable to all personnel of the [[2 FSMA]2], provided that these are not less favorable than those contained in these statutes.

It notifies the provisions taken to the Minister; the latter has a period of one month to oppose them.

The legal and regulatory provisions of the administrative and pecuniary statute applicable on 31 December 2003, as well as their subsequent modifications, remain applicable until the date of entry into force of the provisions established in accordance with paragraph 3.] <L 2005-02-14/36, art. 3, 013; En vigueur : 14-03-2005>

(1) AR 2011-03-03/01, art. 228, 045; En vigueur : 01-04-2011> (2) AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011>

Art. 56. The operating costs of the [[3 FSMA]3] are borne by the companies subject to its control or [2 whose operations or products are subject to its control]2], within the limits and according to the modalities fixed by the King. [2 These costs include costs relating to opinions, expertises, and missions entrusted to the FSMA, as well as the costs of the various advisory committees established by law in the areas of competence of the FSMA]2 [1 as well as its annual contribution and, where applicable, the increase in this contribution [4 to the SPF Economy, referred to in Article 20, § 1]4 of the Law of 5 July 1998 on collective debt settlement and the possibility of selling seized real estate]1.

The [[3 FSMA]3] may entrust the Cadastre, Registration, and Domain Administration with the collection of unpaid remuneration. <AR 2003-03-25/34, art. 1, 002; En vigueur : 01-01-2004>

[In addition to the delegation power referred to in paragraph 3, the Management Committee may also delegate the power to take an implementing decision under Article 7, § 3, of this Law and Articles 6 and 56 of the Royal Decree of 8 November 1989 on public takeover bids and the control of companies, to one or more of its members for situations that cannot tolerate any delay.] <L 2004-11-19/40, art. 14, 010; En vigueur : 07-01-2005>

(1) L 2009-12-23/04, art. 189, 036; En vigueur : 30-12-2009> (2) AR 2011-03-03/01, art. 229 et 331, 045; En vigueur : 01-04-2011> (3) AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (4) L 2015-12-26/03, art. 65, 066; En vigueur : 01-01-2016>

[Art. 57] The FSMA maintains its accounting and prepares annual accounts in accordance with the provisions of Chapter I of the Law of 17 July 1975 on business accounting, in the same manner as the public bodies referred to in Article 1, first paragraph, 3°, of that law, without prejudice to the adaptations required by the particular nature of its activities, its powers, and its status, which are determined by the King on the advice of the FSMA. <AR 2003-03-25/34, art. 1, 002 and 005; Effective: 01-01-2004> <AR 2003-03-25/34, art. 10, 002; Effective: 01-11-2002> The audit of the FSMA's accounts is ensured by one or more business auditors, appointed for a renewable term of three years by the Supervisory Council, provided that they are not registered on the list of auditors approved by the FSMA and that they are not serving in a company subject to its supervision. <AR 2003-03-25/34, art. 1, 002; Effective: 01-01-2004> The auditors verify and certify any element specified by the regulations regarding the coverage of the FSMA's operating expenses as referred to in Article 56 of this law. <AR 2003-03-25/34, art. 1, 002; Effective: 01-01-2004> The mission of these auditors vis-à-vis the works council, as well as the presentation, appointment, renewal, dismissal, and resignation of these auditors, are governed by Articles 3:83 to 3:92 of the Code of Companies and Associations and by the provisions adopted in application of Article 3:95 of the same Code. <L 2024-12-02/07, art. 75, 118; Effective: 30-12-2024> ---------- (1) <AR 2011-03-03/01, art. 331, 045; Effective: 01-04-2011> (2) <L 2024-12-02/07, art. 75, 118; Effective: 30-12-2024>

[Art. 58] The FSMA is assimilated to the State for the application of laws and regulations relating to taxes, duties, and fees of the State, the provinces, the municipalities, and the municipal agglomerations. <AR 2003-03-25/34, art. 1, 002; Effective: 01-01-2004> <AR 2003-03-25/34, art. 1, 002; Effective: 01-01-2004> ---------- (1) <AR 2011-03-03/01, art. 331, 045; Effective: 01-04-2011>

[Section 4.] - Operation.

[Art. 59] The Supervisory Council, on the proposal of the Management Committee, adopts the internal regulations of the FSMA. These regulations contain the essential rules regarding the operation of the bodies. <AR 2011-03-03/01, art. 230 and 331, 045; Effective: 01-04-2011> ---------- (1) <AR 2011-03-03/01, art. 230 and 331, 045; Effective: 01-04-2011>

[Art. 60] The Management Committee may decide by written procedure or by means of telecommunications techniques allowing for collective deliberation, according to the modalities specified in the internal regulations of the FSMA. <L 2022-07-05/06, art. 10, 110; Effective: 29-07-2022> ---------- (1) <L 2022-07-05/06, art. 10, 110; Effective: 29-07-2022>

[Art. 61] § 1. With regard to third parties and in court, the FSMA is represented by the President of the Management Committee and, in his absence, by the Vice-President or by two members of the Management Committee acting jointly.
The Management Committee may delegate specific and limited powers of representation to one or more of its members, assisted or not by a member of the FSMA staff. These delegations are published on the FSMA website or in any other appropriate manner.
§ 2. Except for the adoption of regulations, the Management Committee may, in the context of processing individual or non-individual files, delegate to one of its members the power to take any decision in matters of minor importance or detail.
Any delegation may at any time be reviewed or revoked by the Management Committee. The internal regulations of the FSMA specify the cases in which a delegation of powers may be granted and regulate the publicity to be given to these delegations. <AR 2011-03-03/01, art. 231 and 331, 045; Effective: 01-04-2011> § 3. The Management Committee may delegate to one or more of its members or to one or more staff members designated by it, the power to represent the FSMA within the colleges, committees, or other groups established by or pursuant to European legislation, to which the FSMA is required to participate, as well as, within the limits defined by the Management Committee, the power to decide on the decisions to be taken or the votes to be expressed for the FSMA within these colleges, committees, or other groups. These delegations may at any time be reviewed or revoked by the Management Committee. <L 2014-04-25/64, art. 28, 059; Effective: 07-06-2014> ---------- (1) <AR 2011-03-03/01, art. 231 and 331, 045; Effective: 01-04-2011> (2) <L 2014-04-25/64, art. 28, 059; Effective: 07-06-2014>

[Art. 62] The (President of the Management Committee) and the members of the Management Committee may not deliberate on a matter in which they have a personal interest of a patrimonial or family nature likely to influence their opinion. The scope of this prohibition is specified in the internal regulations of the FSMA. <L 2007-04-27/35, art. 171, 027; Effective: 25-04-2007> The persons referred to in the preceding paragraph, as well as the staff members of the FSMA, are required to respect the code of ethics adopted by the Supervisory Council, on the proposal of the Management Committee. <AR 2003-03-25/34, art. 1, 003; Effective: 01-01-2004> The (President of the Management Committee), in concert with the Supervisory Council, takes appropriate measures to ensure compliance with the obligations and prohibitions resulting from this article. <L 2007-04-27/35, art. 171, 027; Effective: 25-04-2007> ---------- (1) <AR 2011-03-03/01, art. 331, 045; Effective: 01-04-2011> (2) <L 2014-04-25/09, art. 185, 056; Effective: 01-05-2014>

[Art. 63] § 1. In the cases provided for by the law governing the mission in question or by the King, the FSMA may give, in writing, prior approval on the facts identified by this law or by the King. The FSMA may attach conditions it deems appropriate to its approval. <AR 2003-03-25/34, art. 1, 003; Effective: 01-01-2004> § 2. The approval referred to in § 1 binds the FSMA except:
1° when it appears that the operations it covers have been described incompletely or inaccurately in the application for approval; 2° when these operations are not carried out in the manner presented to the FSMA; 3° when the effects of these operations are modified by one or more subsequent operations, resulting in the operations covered by the approval no longer meeting the description given in the application for approval; 4° where applicable, when the conditions attached to the approval are no longer met. § 3. The King, on the advice of the FSMA, regulates the implementation modalities of this article. <AR 2003-03-25/34, art. 1, 003; Effective: 01-01-2004> ---------- (1) <AR 2011-03-03/01, art. 331, 045; Effective: 01-04-2011>

[Art. 64] In areas falling within its competencies, the FSMA may adopt regulations completing the concerned legal or regulatory provisions on points of a technical nature. The regulations are adopted in accordance with Article 49, § 3. <AR 2003-03-25/34, art. 1, 003; Effective: 01-01-2004> (Without prejudice to the consultation provided for in other laws or regulations, the FSMA may, in accordance with the open consultation procedure, expose the content of any regulation it intends to adopt in a consultative note and publish it on its website to collect any comments from interested parties.) <AR 2003-03-25/34, art. 13, 003; Effective: 01-01-2004> The regulations of the FSMA only take effect after their approval by the King and their publication in the Belgian Monitor. The King may make modifications to these regulations or supplement the FSMA's failure to establish these regulations. <AR 2003-03-25/34, art. 1, 003; Effective: 01-01-2004> ---------- (1) <AR 2011-03-03/01, art. 331, 045; Effective: 01-04-2011>

[Art. 65] The FSMA publishes an annual report on its activities and transmits it to the Presidents of the Chamber of Representatives and the Senate. <L 2013-07-30/16, art. 37, 051; Effective: 09-09-2013> Without prejudice to the second paragraph, the President of the FSMA, or where applicable the Management Committee of the FSMA as a whole, is heard each year by the competent committee of the Chamber of Representatives in the month following the publication of the report on the FSMA's activities. <AR 2003-03-25/34, art. 1, 003; Effective: 01-01-2004> The President of the FSMA, or where applicable the Management Committee of the FSMA as a whole, may be heard by the competent committees of the Chamber of Representatives and the Senate, at the request of these committees or on his own initiative. <AR 2003-03-25/34, art. 1, 003; Effective: 01-01-2004> ---------- (1) <AR 2011-03-03/01, art. 331, 045; Effective: 01-04-2011> (2) <L 2013-07-30/16, art. 37, 051; Effective: 09-09-2013>

[Art. 66] The FSMA organizes and maintains a website, which contains all regulations, acts, and decisions that must be published, as well as all other data that it appears appropriate for the FSMA to disseminate in the interest of its legal missions. <AR 2003-03-25/34, art. 1, 003; Effective: 01-01-2004> Without prejudice to the publication method prescribed by the applicable legal or regulatory provisions, the FSMA determines any other possible modes of publication of the regulations, decisions, opinions, reports, and other acts it makes public. <AR 2003-03-25/34, art. 1, 003; Effective: 01-01-2004> ---------- (1) <AR 2011-03-03/01, art. 331, 045; Effective: 01-04-2011>

[Art. 67] All notifications to be made by registered letter with acknowledgment of receipt by the FSMA or by the Minister under the laws and regulations whose application the FSMA supervises may be made by bailiff's deed or by any other procedure determined by the King. <AR 2003-03-25/34, art. 1, 003; Effective: 01-01-2004> ---------- (1) <AR 2011-03-03/01, art. 331, 045; Effective: 01-04-2011>

[Art. 68] The FSMA executes its missions exclusively in the general interest. The FSMA, its body members, and its staff members incur no civil liability for their decisions, acts, or conduct in the exercise of the FSMA's legal missions, except in cases of fraud or gross negligence. <AR 2003-03-25/34, art. 1, 003; Effective: 01-01-2004> ---------- (1) <AR 2011-03-03/01, art. 331, 045; Effective: 01-04-2011>

[Art. 69] The Management Committee may establish advisory committees, defining their missions, composition, and operation. <AR 2011-03-03/01, art. 232, 045; Effective: 01-04-2011> The opinions of the advisory committees are addressed to the FSMA. The Management Committee may proceed with their publication. <AR 2003-03-25/34, art. 1, 003; Effective: 01-01-2004> ---------- (1) <AR 2011-03-03/01, art. 232, 045; Effective: 01-04-2011> (2) <AR 2011-03-03/01, art. 331, 045; Effective: 01-04-2011>

[Art. 69bis] The FSMA ensures compliance, by the institutions and persons referred to in Article 45, § 1, first paragraph, 2°, with the provisions of Chapter 3 and Article 22 of the Law of 28 November 2022 on the protection of persons who report violations of Union law or national law observed within a legal entity of the private sector.
The articles 36, 36bis, and 37 are applicable in case of non-compliance with these provisions by the institutions and persons referred to in the first paragraph. <L 2022-11-28/02, art. 36, 115; Effective: 15-02-2023> ---------- (1) <L 2022-11-28/02, art. 36, 115; Effective: 15-02-2023>

[Art. 69ter]
<Abrogé par L 2022-11-28/02, art. 37, 115; En vigueur : 15-02-2023>

[Section 5.] - Procedural rules for the imposition of administrative fines by the FSMA in the matters referred to in Article 45 and for the imposition of measures and administrative fines referred to in Article 59 of the Law on the organization of the profession and public supervision of auditors. <L 2016-12-07/02, art. 89, 074; Effective: 31-12-2016> ---------- (1) <L 2016-12-07/02, art. 89, 074; Effective: 31-12-2016>

[Art. 70] § 1. When the FSMA finds, in the exercise of its legal missions, that there are serious indications of the existence of a practice likely to give rise to an administrative sanction, or when it is seized of such a practice by complaint, the Management Committee instructs the Auditor or, in his absence, the Deputy Auditor, to investigate the file. <L 2014-04-25/09, art. 186, 056; Effective: 01-05-2014> § 1bis. In the exercise of their function, the Auditor and the Deputy Auditor may exercise all investigative powers entrusted to the FSMA by the legal and regulatory provisions governing the concerned matter. The staff members who assist them in carrying out the investigation receive, for the performance of their tasks, instructions only from them. The Auditor and the Deputy Auditor exercise their function in respect of the rights of the defense. <L 2014-04-25/09, art. 186, 056; Effective: 01-05-2014> § 2. At the end of the investigation, an investigation report is drawn up indicating whether the facts noted are likely to constitute a breach giving rise to the imposition of an administrative fine or to constitute a criminal offense. The Auditor or, in his absence, the Deputy Auditor, sends a copy of the statement of facts to the interested parties, who have a period of one month to present their observations. The parties may request the Auditor or, in his absence, the Deputy Auditor, to carry out additional investigative acts. When the Auditor or the Deputy Auditor deem that no follow-up should be reserved for this request, they mention the reason in their investigation report. The Auditor or, in his absence, the Deputy Auditor, submits the final report to the Management Committee. <L 2010-07-02/17, art. 16, 042; Effective: 15-07-2011> <L 2014-04-25/09, art. 186, 056; Effective: 01-05-2014> § 3. The Management Committee designates the Auditor and the Deputy Auditor from among the FSMA staff members. The function of Auditor is a full-time position. <L 2014-04-25/09, art. 186, 056; Effective: 01-05-2014> ---------- (1) <L 2010-07-02/17, art. 16, 042; Effective: 15-07-2011> (2) <L 2014-04-25/09, art. 186, 056; Effective: 01-05-2014>

Art. 71.§ 1. The Management Committee decides on the follow-up it gives to the investigation report. It may ask the auditor or the deputy auditor to comment on the investigation report. It may also require additional investigative acts.

§ 2. If the Management Committee decides to initiate a procedure that may lead to imposing an administrative fine, it sends the concerned persons a statement of objections accompanied by the investigation report.

The Management Committee transmits the statement of objections to the President of the Sanctions Commission.

§ 3. The Management Committee may, before the statement of objections, accept a settlement agreement provided that the concerned parties have cooperated with the investigation and have previously agreed to this settlement agreement. Any settlement agreement is published on the FSMA website. The publication may be non-nominative. The amount of settlement agreements is collected for the benefit of the Treasury by the Administration of the Cadastre, Registration and Domains.

§ 4. If the Management Committee decides to close a file without further action, it notifies this decision to the concerned persons. It may make this decision public.

§ 5. In the cases referred to in paragraph 2, if one of the notified objections is likely to constitute a criminal offense, the Management Committee informs the King's Prosecutor. The Management Committee may decide to make its decision public.

When the King's Prosecutor decides to initiate public action on the facts concerned by the statement of objections, he informs the FSMA without delay. The King's Prosecutor may transmit to the FSMA ex officio or at the request of the latter, a copy of any document relating to the procedure regarding the facts that were the subject of the transmission.

The Management Committee's decision to inform the King's Prosecutor of a statement of objections, to make this decision public, or to accept a settlement agreement is not subject to appeal.

§ 6. ...

(1) Law of 2 July 2010, art. 18, 042; Effective: 15-07-2011 (2) Royal Decree of 3 March 2011, art. 331, 045; Effective: 01-04-2011 (3) Law of 25 April 2014, art. 187, 056; Effective: 01-05-2014

Art. 72.§ 1. The persons to whom a statement of objections has been addressed have a period of two months to submit written observations to the President of the Sanctions Commission regarding the objections. In particular circumstances, the President of the Sanctions Commission may extend this deadline.

§ 2. The persons concerned may obtain copies of the case files from the Sanctions Commission and be assisted or represented by a lawyer of their choice.

They may also request the recusal of a member of the Sanctions Commission if they have doubts about their impartiality.

§ 2bis. When it deems necessary, given the right to a fair trial, the Sanctions Commission may require the Management Committee for matters referred to in Article 45 or the College for matters referred to in Article 59 of the law on the organization and public supervision of the audit profession to carry out additional investigative acts.

§ 3. The Sanctions Commission may, after a contradictory procedure, impose an administrative fine on the persons concerned. When it determines the measures and administrative fines referred to in Article 59 of the law on the organization and public supervision of the audit profession or the amount of the administrative fine by the FSMA in matters referred to in Article 45, the Sanctions Commission takes into account all relevant circumstances and, in particular, where applicable:

1° the seriousness and duration of the offense; 2° the degree of responsibility of the responsible natural or legal person; 3° the financial solidity of this person; 4° the importance of the profit made or loss avoided, insofar as they can be determined; 5° the property damage suffered by third parties as a result of the offense, insofar as it can be determined; 6° the degree of cooperation with the FSMA demonstrated by the responsible person; 7° previous offenses committed by the responsible person; 8° measures taken, after the offense, by the responsible person to prevent recidivism; 9° the impact of the offense on the interests of retail investors; 10° in the case of an infringement of the provisions of Regulation (EU) 2016/1011, the critical nature of the benchmark for financial stability and the real economy; 11° in the case of an infringement of the provisions of the Law of 25 October 2016 transposing Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the prudential supervision of investment firms or of Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on the prudential requirements applicable to investment firms, or of the Law of 20 December 2024 transposing Directive (EU) 2021/2167 of the European Parliament and of the Council of 24 November 2021 on credit managers and credit purchasers, and amending Directives 2008/48/EC and 2014/17/EU, the actual or potential systemic consequences of the offense;

The Sanctions Commission rules by a reasoned decision. No sanction may be imposed without the person or their representative having been heard or, failing that, duly summoned. The Management Committee for matters referred to in Article 45 is represented by a person of its choice during the hearing and may present its observations. The College for matters referred to in Article 59 of the law on the organization and public supervision of the audit profession is represented by a person of its choice during the hearing and may present its observations.

The decision of the Sanctions Commission is notified by registered letter to the persons concerned. The notification letter indicates the avenues of appeal, the competent bodies to hear them, as well as the forms and deadlines to be respected; failing this, the appeal period does not start. The persons concerned are, if possible, also informed of the decision of the Sanctions Commission by fax or by electronic means or against receipt of an acknowledgment of receipt.

Immediately after the persons concerned have been informed of the decision, the Sanctions Commission makes this decision public in a nominative manner on the FSMA website. The publication may also be carried out by extract, but must include at least information on the type and nature of the offense and on the identity of the offender.

However, if the publication of the identity of legal persons or of the personal data of natural persons is deemed disproportionate by the Sanctions Commission following a case-by-case assessment of the proportionality of the publication of such data, or if such publication would compromise an ongoing investigation or the stability of the financial system or financial markets, the Sanctions Commission acts as follows:

1° it defers publication until the moment when the reasons justifying non-publication cease to exist; 2° it proceeds with an anonymous publication if such publication guarantees effective protection of the personal data in question; in this case, the publication of the relevant data may be deferred for a reasonable period, if it can be foreseen that the reasons justifying anonymous publication will cease to exist during this period; 3° it abstains from any publication if the options mentioned in 1° and 2° above are deemed insufficient:
a) to guarantee that the stability of the financial system or financial markets will not be compromised; or b) to guarantee the proportionality of the publication in the case of a decision deemed to have a minor character.

Any decision published in accordance with the two preceding paragraphs remains available on the FSMA website for a period of at least five years from its publication. Personal data appearing in such a publication is, however, maintained on this website only for the duration necessary, in accordance with the rules applicable to the protection of personal data. The decision of the Sanctions Commission determines this duration.

If the sanction decision is subject to an appeal, this information is included in the publication or, if the appeal is introduced after the initial publication, it is supplemented by this information. Any subsequent information on the result of said appeal, including any decision annulling the sanction decision, is also published.

The decisions of the Sanctions Commission are communicated to the President of the Management Committee, who reports them to the members of this committee. In the event of an appeal against the decisions of the Sanctions Commission, the FSMA is represented by the President of the Management Committee and, in his absence, by the Vice-President or by two members of the Management Committee acting jointly.

By way of derogation from the preceding paragraph, the decisions of the Sanctions Commission taken on the basis of Article 59 of the law on the organization and public supervision of the audit profession are communicated to the President of the Committee of the Audit Supervision College, who reports them to the members of this Committee. In the event of an appeal against the decisions of the Sanctions Commission taken on the basis of Article 59 of the law on the organization and public supervision of the audit profession, the FSMA is represented by the President of the Committee of the Audit Supervision College or by two members of the Committee of the Audit Supervision College.

...

(1) Law of 2 July 2010, art. 18, 042; Effective: 15-07-2011 (3) Law of 30 July 2013, art. 38, 051; Effective: 09-09-2013 (4) Law of 25 April 2014, art. 188, 056; Effective: 01-05-2014 (5) Law of 25 April 2014, art. 46, 058; Effective: 06-06-2014 (6) Law of 27 June 2016, art. 17, 070; Effective: 03-07-2016 (7) Law of 7 December 2016, art. 90, 074; Effective: 31-12-2016 (8) Law of 18 April 2017, art. 41, 078; Effective: 31-12-2016 (9) Law of 31 July 2017, art. 15, 080; Effective: 21-08-2017 (10) Law of 21 November 2017, art. 121, 082; Effective: 03-01-2018 (11) Law of 30 July 2018, art. 63, 088; Effective: 20-08-2018 (12) Law of 2 May 2019, art. 134, 099; Effective: 31-05-2019 (13) Law of 20 July 2022, art. 95, 113; Effective: 15-09-2022 (14) Law of 20 December 2024, art. 34, 119; Effective: 24-01-2025

Art. 73.The FSMA and the College of Prosecutors General may conclude a protocol governing working agreements between the FSMA and the public prosecutor's office in cases involving facts for which the legislation provides both the possibility of an administrative fine and the possibility of a criminal sanction. This protocol is published in the Belgian Monitor.

(1) Law of 31 July 2017, art. 16, 080; Effective: 21-08-2017

Section 5bis. - Publication of periodic penalty payments

(1) Inserted by Law of 30 July 2013, art. 39, 051; Effective: 09-09-2013

Art. 73bis.When a periodic penalty payment imposed by the FSMA under this law or other legal and regulatory provisions governing the missions of the FSMA is incurred, the FSMA makes public on its website its decision imposing the periodic penalty payment and the reasons for this decision, as well as the fact that the periodic penalty payment is incurred, according to the modalities and conditions referred to, mutatis mutandis, in Article 72, § 3, paragraphs 4 to 7.

(1) Law of 27 June 2016, art. 18, 070; Effective: 03-07-2016

Section 6. - Professional secrecy, exchange of information and cooperation with other authorities.

Art. 74.The FSMA, the (President of the Management Committee), the members of the Management Committee, ... the members of the Supervisory Board, the members of the Sanctions Commission ... and the staff of the FSMA as well as persons who have previously held the aforementioned functions are bound by professional secrecy and may not disclose to any person or authority whatsoever the confidential information of which they have become aware by reason of their functions.

Notwithstanding the first paragraph, and without prejudice to the application of more restrictive provisions of directly applicable European Union law, the FSMA may communicate confidential information:

1° in cases where the communication of such information is provided for or authorized by or under this law and the laws governing the missions entrusted to the FSMA; 2° during testimony in court in criminal matters; 3° to denounce criminal offenses to the judicial authorities, it being understood that Article 29 of the Code of Criminal Procedure does not apply to the persons referred to in the first paragraph; 4° in the context of administrative or judicial appeals against the acts or decisions of the FSMA and in any other proceedings in which the FSMA is a party; 5° in a summary or aggregated form so that individual natural or legal persons cannot be identified.

The FSMA may make public the decision to denounce criminal offenses to the judicial authorities.

(1) Law of 2 July 2010, art. 20, 042; Effective: 15-07-2011 (2) Royal Decree of 3 March 2011, art. 233, 045; Effective: 01-04-2011 (3) Royal Decree of 3 March 2011, art. 331, 045; Effective: 01-04-2011 (4) Law of 25 April 2014, art. 189, 056; Effective: 01-05-2014 (5) Law of 30 July 2018, art. 64, 088; Effective: 20-08-2018

Article 75

§ 1. By way of derogation from Article 74, first paragraph, 18 and within the limits of European Union law, the 9 FSMA 9 may communicate confidential information: <AR 2003-03-14/31, art. 1, 003; En vigueur : 01-03-2003>

1° to the European Central Bank, to the 6 Bank 6 and to other central banks and similar bodies in their capacity as monetary authorities, as well as to other public authorities responsible for the supervision of 1 payment and settlement systems 1;

10 to the European Central Bank, to the Bank and to other central banks and similar bodies in their capacity as monetary authorities when such information is relevant for the exercise of their respective statutory missions, in particular the conduct of monetary policy and the provision of related liquidity, the supervision of payment, clearing and settlement systems, as well as the safeguarding of the stability of the financial system, as well as to other public authorities responsible for the supervision of payment systems.

When an emergency situation arises, in particular an adverse development of financial markets, which may threaten market liquidity and the stability of the financial system in one of the Member States in which entities of a group comprising investment firms have been authorized or in which branches of significant importance within the meaning of 15 Article 59, §§ 6 and 7, of the Law of 25 October 2016 15 are established, the FSMA may transmit information to the central banks of the European System of Central Banks when such information is relevant for the exercise of their statutory missions, in particular the conduct of monetary policy and the provision of related liquidity, the supervision of payment, clearing and settlement systems, as well as the safeguarding of the stability of the financial system.

In the event of an emergency situation as referred to above, the FSMA may disclose, in all concerned Member States, information which is of interest to the departments of central administrations responsible for legislation concerning the supervision of credit institutions, financial institutions, investment services and insurance companies;]10

11 1° bis to the Bank;11 18 , to the European Central Bank concerning the missions entrusted to it by Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific tasks on the European Central Bank concerning policies relating to the prudential supervision of credit institutions and to other members of the ESCB;18

2° 16 to the Federal Debt Agency;16

3° 18 ...18 to the competent authorities of other Member States of the European Economic Area which exercise one or more competences comparable to those referred to in Article 45;

4° 18 ]18to the competent authorities of third countries which exercise one or more competences comparable to those referred to in Article 45 and with which the 9 FSMA 9 has concluded a cooperation agreement providing for the exchange of information; <AR 2003-03-25/34, art. 1, 003; En vigueur : 01-01-2004>

5° 14 18 ...18 and to the national regulatory authorities referred to in Article 2, point 10, of Regulation 1227/2011 and, as regards Regulation 596/2014, to the European Commission and to the other authorities referred to in Article 25 of that Regulation;]14

6° 4 to Belgian or other Member State of the European Economic Area bodies managing a deposit, investor or life insurance protection scheme;4

7° 18 ux central counterparties or central securities depositories which are authorized to provide clearing or settlement services for transactions on financial instruments carried out on an organized Belgian market, insofar as the FSMA considers that the communication of the information in question is necessary in order to ensure the proper functioning of these bodies in relation to failures, even potential, of participants on the relevant market;18

8° 18 ...18 to 16 market operators 16 for the proper functioning, control and supervision of the markets they organize;

9° during civil or commercial proceedings, to authorities and judicial officers involved in bankruptcy or 5 judicial reorganization 5 or analogous collective proceedings concerning companies subject to the control of the 9 FSMA [9](#t "<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011>"]) or whose operations are subject to its control, with the exception of confidential information concerning the participation of third parties in previous rescue attempts prior to these proceedings; <AR 2003-03-25/34, art. 1, 003; En vigueur : 01-01-2004>

10° to company auditors and statutory auditors and other statutory account 30 or sustainability information assurance 30 of companies subject to the control of the 9 FSMA [9](#t "<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011>"]) , other Belgian financial institutions or similar foreign companies; <AR 2003-03-25/34, art. 1, 003; En vigueur : 01-01-2004>

11° to trustees, for the exercise of their mission provided for in the laws governing the missions entrusted to the 9 FSMA [9](#t "<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011>"]); <AR 2003-03-25/34, art. 1, 003; En vigueur : 01-01-2004>

12° 19 to the College of Supervision of Company Auditors and to the authorities of Member States or third countries entrusted with the supervision of persons responsible for the statutory audit of the annual accounts of companies subject to the control of the FSMA;]19

13° to the 11 Federal Public Service Economy, SMEs, Self-Employed and Energy 11 for the control relating to consumer credit 1 11 , 13 and for the control relating to mortgage credit]13 market practices]11]1 [31 , payment services and accessibility requirements applicable to the services referred to in Book VIII, Title 5, of the Code of Economic Law, to the competent authorities of other Member States]31 of the European Economic Area which exercise a comparable competence, as well as to the competent authorities of third countries which exercise a comparable competence and with which the 9 FSMA 9 has concluded a cooperation agreement providing for the exchange of information; <AR 2003-03-25/34, art. 1, 003; En vigueur : 01-01-2004>

14° 11 to the Belgian Competition Authority;11

15° 22 23 ...23 the authorities referred to 29 Article 15 of the Law of 26 April 2024 establishing a framework for the cybersecurity of networks and information systems of general interest for public security 29 for the purposes of the implementation of the provisions of this law and the Law of 1 July 2011 relating to the security and protection of critical infrastructure;]22

16° 23 to the General Treasury Administration of the Federal Public Service Finance when such communication is provided for by European Union law or by a legal or regulatory provision concerning financial sanctions (in particular the binding provisions relating to financial embargoes as defined in Article 4, 6° of the Law of 18 September 2017 relating to the prevention of money laundering and terrorist financing and the limitation of the use of cash) or when the General Treasury Administration acts as a supervisory authority ensuring compliance with Council Regulation (EC) 2271/96 of 22 November 1996 protecting against the effects of the extraterritorial application of legislation adopted by a third country, as well as actions based on it or resulting from it;]23

[17° 18 ...18 to independent actuaries of companies exercising, by virtue of the law, a control task on these companies as well as to the bodies responsible for the supervision of these actuaries;

18° 20 to Fedris;20

2 19° 25 to the OCM, in its capacity as supervisory authority for mutual societies referred to in Articles 43bis, § 5, and 70, §§ 6 and 7, of the Law of 6 August 1990 relating to mutual societies and national unions of mutual societies and insurance intermediaries referred to in Article 68 of the Law of 26 April 2010 laying down various provisions concerning the organization of supplementary health insurance (I), as well as their activities;]25]2

7 19° ...7

20° 16 ...16

11 21°18 ...18 to the ESMA, the EIOPA and the EBA and to the European Systemic Risk Board.]11

16 22° 18 ...18 to the authorities entrusted with the supervision of persons carrying out activities on emission quota markets;

23°18 ...18to the authorities entrusted with the supervision of persons carrying out activities on agricultural commodity derivatives markets;]16

18 24° to the Belgian Data Protection Authority;18

28 24° /1 to the Financial Information Processing Unit, referred to in Article 76 of the Law of 18 September 2017 relating to the prevention of money laundering and terrorist financing and the limitation of the use of cash;"

b) in point 26 of the same law, last amended by the Law of 23 February 2022, the words "and to persons who have lodged a complaint with the FSMA, in application of Article 50 of Regulation 2019/1238, as well as to providers and distributors of PEPP within the meaning of the aforementioned Regulation" are inserted between the words "as well as to crowdfunding service providers," and the words "to the extent necessary";]28

21 25° during liquidation proceedings of a professional pension institution or a pension scheme within the meaning of the Law of 27 October 2006 relating to the supervision of professional pension institutions, to the authorities and persons involved in these proceedings, as well as to the authorities responsible for the supervision of these authorities or persons;]21

24 26° to persons who have lodged a complaint with the FSMA, in application of Article 38 of Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for entrepreneurs, and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937, as well as to crowdfunding service providers, to the extent necessary for the processing of said complaint;]24

26 27° to the authority referred to in Article 5, § 1, of the Law of 20 July 2022 relating to the certification of cybersecurity of information and communication technologies and designating a national cybersecurity certification authority or to the authorities designated by the King under Article 5, § 2, of the same law;]26

28 27° /1 to the European Commission, in the context of the supervision of portfolio management companies and investment advisers in accordance with Article 45, § 1, 2°, a), when such information is necessary for the exercise of its powers;]28

32 28° to the tax administration, under the conditions provided for in Article 100, paragraph 1, of Regulation 2023/1114, as well as in any other area of control whose European law provision expressly permits such transmission and in accordance with the conditions provided for by that provision.32

§ 2. The 9 FSMA 9 may not communicate confidential information under § 1 unless they are intended for the performance of the missions of the authorities or bodies that are their recipients and that the information is covered by a duty of professional secrecy equivalent to that provided for in Article 74. 21 In addition, the following information may only be disclosed with the explicit agreement of the authority from which it originates and, if applicable, solely for the purposes for which that authority has indicated its agreement:

1° information originating from an authority of another Member State of the European Economic Area, in the cases referred to in points 7°, 9°, 10°, 12° and 17° of paragraph 1;

2° information originating from an authority of another Member State of the European Economic Area and disclosed to the authorities or bodies of third states in the cases referred to in points 4° and 13° of paragraph 1;

3° information disclosed by the FSMA in the exercise of its powers referred to in Article 45, § 1, first paragraph, 2°, g), originating from the authorities or persons referred to in points 3°, 9°, 10°, 12° and 17°, in the cases referred to in point 1bis°, point 13° and point 19° of paragraph 1.]21 21 Likewise, information obtained by the FSMA in the course of on-site inspections in another Member State, carried out in the exercise of its powers referred to in Article 45, § 1, first paragraph, 2°, g), may only be disclosed with the explicit agreement of the competent authority of the Member State where the on-site inspection was carried out and, if applicable, solely for the purposes for which that authority has indicated its agreement.]21

§ 3. The 9 FSMA 9 may use the confidential information referred to in Article 74, first paragraph, or received from the authorities and bodies referred to in § 1 for the accomplishment 28 of all its statutory missions 28. <AR 2003-03-25/34, art. 1, 003; En vigueur : 01-01-2004>

§ 4. Without prejudice to the more severe provisions of the special laws governing them, the Belgian authorities and bodies referred to in § 1 are bound by the professional secrecy provided for in Article 74 regarding the confidential information they receive from the 9 FSMA 9 in application of § 1. <AR 2003-03-25/34, art. 1, 003; En vigueur : 01-01-2004>

18 § 5. This Article applies without prejudice to more restrictive provisions of European Union law concerning professional secrecy 23 or special laws governing the missions of the FSMA 23.]18

(1)<L 2009-12-21/18, art. 53, 037; En vigueur : 01-11-2009> (2)<L 2010-04-26/07, art. 53, 039; En vigueur : 01-03-2010> (3)<L 2010-07-02/17, art. 21, 042; En vigueur : 26-10-2010> (4)<L 2010-12-29/01, art. 63, 043; En vigueur : 01-01-2011> (5)<AR 2010-12-19/15, art. 37, 044; En vigueur : 03-02-2011> (6)<AR 2011-03-03/01, art. 198, 045; En vigueur : 01-04-2011>

(7) AR 2011-03-03/01, art. 234, 045; En vigueur : 01-04-2011> (8) AR 2011-03-03/01, art. 234, 045; En vigueur : 01-04-2012, voir AR 2012-03-19/11, art. 10, alinéa 1, 1°) (9) AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (10) L 2011-07-28/10, art. 28, 046; En vigueur : 31-08-2011> (11) L 2013-07-30/16, art. 41, 051; En vigueur : 09-09-2013> (12) L 2014-04-25/64, art. 29, 059; En vigueur : 07-06-2014> (13) L 2014-04-19/39, art. 35, 063; En vigueur : 01-04-2015 (AR 2014-04-19/40, art. 2) (14) L 2016-06-27/04, art. 19, 070; En vigueur : 03-07-2016> (15) L 2016-10-25/04, art. 132, 072; En vigueur : 28-11-2016> (16) L 2017-11-21/08, art. 122, 082; En vigueur : 03-01-2018> (17) L 2017-12-05/04, art. 84, 083; En vigueur : 01-03-2018> (18) L 2018-07-30/10, art. 65, 088; En vigueur : 20-08-2018> (19) L 2018-07-30/47, art. 63, 089; En vigueur : 15-09-2018> (20) AR 2018-09-06/13, art. 26, 091; En vigueur : 01-01-2017> (21) L 2019-01-11/05, art. 157, 094; En vigueur : 13-01-2019> (22) L 2019-04-07/15, art. 92, 097; En vigueur : 03-05-2019> (23) L 2020-07-20/12, art. 23, 101; En vigueur : 15-08-2020> (24) L 2022-02-23/09, art. 3, 107; En vigueur : 04-04-2022> (25) L 2022-07-05/06, art. 12, 110; En vigueur : 29-07-2022> (26) L 2022-07-20/11, art. 42, 111; En vigueur : 05-08-2022> (27) L 2022-07-20/31, art. 96, 113; En vigueur : 15-09-2022> (28) L 2023-12-20/08, art. 24, 116; En vigueur : 25-01-2024> (29) L
2024-04-26/19, art. 81, 117; En vigueur : 18-10-2024> (30) L 2024-12-02/07, art. 76, 118; En vigueur : 30-12-2024> (31) L 2023-11-05/06, art. 37, 121; En vigueur : 28-06-2025> (32) L 2025-12-11/13, art. 71, 123; En vigueur : 03-01-2026>

Art. 76.[5 Article 74 applies to approved auditors, company auditors, persons responsible for the audit of annual accounts or the assurance of sustainability information, and various experts regarding information they have become aware of in the course of the verifications, expertises, or reports that the FSMA, within the framework of its statutory duties, has tasked them with performing or producing, or in the course of any other mission they carry out within a company or a person subject to the control of the FSMA in accordance with the legal or regulatory provisions for which the latter ensures control.]5 [4 Within the framework of the obligation incumbent upon them to report to the supervisory authority of their own initiative as soon as they observe decisions or facts that may constitute violations of the sectoral control laws, approved auditors appointed in companies subject to the control of the FSMA are required, when they possess, in the exercise of their duties, concrete elements of specific mechanisms within the meaning of Article 46, to report them to the FSMA.]4 Paragraph 1 and [3 Article 86, § 1, first paragraph of the Law of 7 December 2016 on the organization and public supervision of the profession of company auditors]3 do not apply to communications of information to the [1 FSMA]1 which are provided for or authorized by legal or regulatory provisions governing the missions of the [1 FSMA]1. <AR 2003-03-25/34, art. 1, 003; En vigueur: 01-01-2004> <AR 2007-04-21/42, art. 103, § 4, 026; En vigueur: 31-08-2007> ---------- (1) AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (2) L 2012-08-03/47, art. 293, 048; En vigueur : 19-10-2012> (3) L 2019-01-11/05, art. 158, 094; En vigueur : 13-01-2019> (4) L 2021-06-02/03, art. 8, 102; En vigueur : 28-06-2021> (5) L 2024-12-02/07, art. 77, 118; En vigueur : 30-12-2024>

Art. 77.§ 1. [2 Without prejudice to Articles 74 to 76 and the provisions provided by specific laws [3 or European regulations]3, the FSMA cooperates with the [3 competent authorities of other Member States of the European Economic Area and third States]3 which exercise one or more competences comparable to those referred to in Article 45, as well as with the ESMA, the EBA [3 , the EIOPA and the European Systemic Risk Board, within the limits]3 of European regulations and directives. When it concludes cooperation agreements with other competent authorities, it informs the ESMA, the EBA and the EIOPA, as the case may be. [3 For the purposes of cooperation with the competent authorities of other Member States of the European Economic Area and third States and for the purposes of cooperation with the ESMA, the EBA, the EIOPA and the European Systemic Risk Board, the FSMA has the powers attributed to it by law or by virtue of a law, even if the acts or practices in question do not constitute a violation of a rule in Belgium.]3 When a competent authority of the European Economic Area does not respond within a reasonable time to a request for information, cooperation, opening of an investigation or on-site verification, including a request for authorization for the presence of members of the FSMA staff alongside the members of the staff of the foreign authority, or when a competent authority of the European Economic Area rejects such a request, the FSMA may refer this rejection or inaction to the ESMA, the EBA or the EIOPA, as the case may be, to enable them to implement the means of action provided for respectively in European Regulation No. 1095/2010, Regulation No. 1093/2010 or European Regulation No. 1094/2010. The FSMA may in particular refer to the ESMA cases of inaction or rejection of requests based on Articles 34, § 3, and 77bis with a view to applying the binding mediation procedure provided for in Article 19 of European Regulation No. 1095/2010.]2 § 2. Without prejudice to the obligations arising for Belgium from [5 Union law]5, the [1 FSMA]1 may, on the basis of reciprocity, conclude with the competent authorities referred to in § 1 agreements aimed at establishing the terms of this cooperation, including the possible distribution of control tasks, the designation of a competent authority as coordinator of the control and the terms of supervision by on-site inspections or otherwise, the applicable cooperation procedures as well as the terms of the collection and exchange of information. <AR 2003-03-25/34, art. 1, 003; En vigueur: 01-01-2004> [3 The FSMA provides information and lends its assistance to the authority making the request under an agreement referred to in the first paragraph and provides on its own initiative to the competent authority with which it has concluded an agreement referred to in the first paragraph all information it considers to be useful to that authority in the context of an investigation into possible infringements and for the purpose of control and maintaining compliance with the relevant regulation applicable in the State to which that authority belongs. Without prejudice to the obligations and grounds for refusal resulting from European regulation and without prejudice to the wider grounds for refusal that may be provided for in the agreement concerned, the FSMA may refuse to comply with a request for information or assistance under an agreement referred to in the first paragraph, if:

a judicial procedure has already been initiated or a final judgment has already been rendered for the same facts and against the same persons in Belgium;
complying with the request could harm the security of Belgium, particularly in the field of counter-terrorism and other serious crimes.
In this case, it consults with the authority that submitted the request and informs that authority in writing of the refusal, indicating the grounds for this refusal.
Information exchanged within the framework of cooperation is covered by the obligation of professional secrecy referred to in Article 74. When it communicates information within the framework of cooperation, the FSMA may specify that this information cannot be disclosed without its express consent or only for the purposes for which it has given its consent. Likewise, when it receives information within the framework of cooperation, the FSMA must, by derogation from Article 75, respect the restrictions that might be specified by the foreign authority regarding the possibility of communicating the information thus received.]3 (Within the framework of cooperation agreements with the authorities referred to in § 1, the [1 FSMA]1 is authorized, in the field of competences referred to in Article 77bis, § 1, [3 ...]3 to dispense with compliance with legal or regulatory provisions, subject to conditions it determines, particularly regarding equivalent investor protection.) <AR 2007-04-27/85, art. 29, 1°, 028; En vigueur: 01-11-2007> § 3. Without prejudice to the obligations arising for Belgium from [5 Union law]5, the [1 FSMA]1 may, within the framework of the control exercised in accordance with the provisions of Chapter II, conclude cooperation agreements with the competent authorities referred to in § 1, with a view in particular to:
1° agreeing on common minimum criteria for the access of financial intermediaries, other than those referred to in Article 2, 10°, a), b), d), e) and g), to regulated financial activities and markets; 2° defining a common approach regarding the content, form and dissemination of prospectuses or other information documents required for the admission of financial instruments to trading on regulated markets or for public offers of subscription, sale, purchase or exchange of financial instruments; 3° organizing the supervision of cross-border market abuses, as well as financial abuses committed via the Internet. (§ 4. Within the framework of its missions referred to in Article 77bis, § 1, [3 ...]3 the [1 FSMA]1 puts in place proportionate cooperation mechanisms, in particular through proportionate cooperation agreements, with the other [4 trading platform]4 authorities concerned when the activities [4 of a trading platform]4 that has established mechanisms in another Member State have acquired considerable importance, within the meaning of the [4 Article 90 of Delegated Regulation 2017/565]4 for the functioning of securities markets and investor protection, taking into account the market situation of securities in the host Member State.) <AR 2007-04-27/85, art. 29, 2°, 028; En vigueur: 01-11-2007> [3 § 5. For the purposes of Regulation 596/2014, cooperation takes place in accordance with Articles 24 to 29 of that Regulation and its implementing standards.]3 ---------- (1) AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (2) L 2013-07-30/16, art. 42, 051; En vigueur : 09-09-2013> (3) L 2017-07-31/10, art. 17, 080; En vigueur : 21-08-2017> (4) L 2017-11-21/08, art. 123, 082; En vigueur : 03-01-2018> (5) L 2020-07-20/12, art. 24, 101; En vigueur : 15-08-2020>

Article 77bis. [Inserted by Royal Decree 2007-04-27/85, art. 30; In force: 01-11-2007]

§ 1. [4 Without prejudice to the relevant provisions of Section 7 of Chapter III of this law, the following provisions apply [5 in the context of the competencies referred to in Article 45, regarding mutual cooperation between the FSMA and the other competent authorities referred to in Article 4, paragraph 1, 26), of Directive 2014/65/EU and in Article 3, § 1, 36), of 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 and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, in order to satisfy the obligations arising from said Directive 2014/65/EU or Regulation 600/2014]5:]4

1° The [2 FSMA]2 collaborates with other competent authorities whenever necessary to fulfill their mission, using the powers conferred upon it either under the aforementioned Directives or by national legislation. The [2 FSMA]2 has in particular the powers attributed to it by this law for this purpose. The [2 FSMA]2 provides assistance to the competent authorities of other Member States. In particular, it exchanges information and cooperates with other competent authorities in the context of investigations or supervisory activities, including on-site verifications, even if the practices subject to an investigation or verification do not constitute a violation of a rule in Belgium. [5 The FSMA also cooperates with other competent authorities to facilitate the recovery of fines.]5

2° The [2 FSMA]2 immediately communicates any information required for the purposes referred to in point 1°. For this purpose, in addition to appropriate organizational measures to facilitate the proper exercise of the cooperation referred to in 1°, the [2 FSMA]2 immediately takes the necessary measures to obtain the requested information.

[4 ...]4

[4 ...]4 [4 When]4 the [2 FSMA]2 receives a request concerning an on-site verification or investigation, it responds within the framework of its powers,

by conducting the verification or investigation itself;
by allowing the requesting authority or accountants or experts to conduct the verification or investigation directly.

3° The information exchanged in the context of cooperation is subject to the obligation of professional secrecy referred to in Article 74. When communicating information in the context of cooperation, the [2 FSMA]2 may specify that this information cannot be disclosed without its express consent or only for the specific purposes for which it has given its agreement. Similarly, when it receives information, the [2 FSMA]2 must, by derogation from Article 75, respect any restrictions specified by the foreign authority regarding the possibility of communicating the information thus received.

4° [3 When the FSMA [5 has serious grounds for suspecting]5 that acts infringing the provisions [5 of the aforementioned directives or regulations]5 have been or are being committed on the territory of another Member State, or that acts affect financial instruments traded on a regulated market located in another Member State, it informs the competent authority of that other Member State and the ESMA in as detailed a manner as possible. If the FSMA has been informed by an authority of another Member State that identical acts have been committed in Belgium, it takes appropriate measures and communicates to the authority that informed it and to the ESMA the results of its intervention, including, as far as possible, important elements that occurred in the interval. [4 ...]4]3

§ 2. In the execution of § 1, the [2 FSMA]2 may refuse to comply with a request for information, investigation, on-site verification, or supervision when:

[5 ...]5

a judicial procedure is already underway for the same facts and against the same persons in Belgium, or
these persons have already been definitively judged for the same facts in Belgium.

[3 In such a case, it informs the competent authority that made the request and the ESMA accordingly, providing them with as detailed information as possible regarding the procedure or judgment in question.]3

§ 3. [3 [4 For the purposes of cooperation between authorities referred to in Article 100 of the Law of 3 August 2012 concerning collective investment undertakings that meet the conditions of Directive 2009/65/EC and collective investment undertakings in loans, as well as Articles 346 to 349 of the Law of 19 April 2014 concerning alternative investment fund managers and their managers,]4

1° without prejudice to Article 226 of the EC Treaty, the FSMA may, when its request for information receives no response within a reasonable time or is rejected, bring this failure to the attention of the ESMA to enable it to implement the action means provided for in European Regulation No. 1095/2010;

2° [4 ...]4

3° the FSMA may request that an investigation be conducted by the competent authority of another Member State on the territory of the latter. It may also request that certain members of its staff be authorized to accompany those of the competent authority of that other Member State during the investigation.

A competent authority of another Member State may request that an investigation be conducted by the FSMA in Belgium. It may also request that certain members of its staff be authorized to accompany those of the FSMA during the investigation.

However, the investigation is entirely placed under the control of the Member State on whose territory it is conducted.

The FSMA may refuse to conduct an investigation under a request submitted in accordance with paragraph 2 when this investigation is likely to affect the sovereignty, security, or public order of Belgium, or when a judicial procedure is already underway for the same facts and against the same persons in Belgium, or when these persons have already been definitively judged for the same facts in Belgium. In this case, it notifies the competent authority that made the request and the ESMA, providing as detailed information as possible regarding the procedure or judgment concerned.

Without prejudice to Article 226 of the EC Treaty, the FSMA may, when its request to open an investigation or to allow members of its staff to accompany those of the competent authority of the other Member State receives no response within a reasonable time or is rejected, bring this failure to the attention of the ESMA to enable it to implement the action means provided for in European Regulation No. 1095/2010.]3

§ 4. Regarding the competencies referred to in § 1, [4 ...]4 without prejudice to the obligations incumbent upon it in the context of criminal judicial proceedings, the [2 FSMA]2 may not use the information it has received from a competent authority except for the purpose of exercising control over compliance with the conditions for access to the activity of investment firms and credit institutions and to facilitate control, on an individual or consolidated basis, of the conditions for exercising this activity, to ensure the proper functioning of trading systems, to impose sanctions, in the context of an administrative appeal or a legal action brought against a decision of the [2 FSMA]2 in the context of the out-of-court complaint resolution mechanism for investors. However, if the competent authority communicating the information consents, the [2 FSMA]2 may use this information for other purposes or transmit it to the competent authorities of other States.

§ 5. [5 Regarding the competencies referred to in § 1, [6 ...]6 concerning emission quotas, the FSMA cooperates with the competent public bodies for the surveillance of spot markets and auction markets and with the competent authorities, registry administrators, and other public bodies responsible for compliance control under Directive 2003/87/EC of the European Parliament and of the Council of 13 October 2003 establishing a system for greenhouse gas emission allowance trading within the Community and amending Council Directive 96/61/EC, in order to obtain a global view of the emission quota markets.

Regarding derivatives on agricultural commodities, the FSMA cooperates with the competent public bodies for the surveillance, management, and regulation of physical agricultural markets in accordance with Regulation (EU) No. 1308/2013 of the European Parliament and of the Council of 17 December 2013 on the common organization of agricultural product markets.]5

(1)<AR 2011-03-03/01, art. 235, 045; In force: 01-04-2011> (2)<AR 2011-03-03/01, art. 331, 045; In force: 01-04-2011> (3)<L 2013-07-30/16, art. 43, 051; In force: 09-09-2013> (4)<L 2017-07-31/10, art. 18, 080; In force: 21-08-2017> (5)<L 2017-11-21/08, art. 124, 082; In force: 03-01-2018> (6)<L 2020-07-20/12, art. 25, 101; In force: 15-08-2020>

Article 77ter. [Inserted by Royal Decree 2007-04-27/85, art. 31; In force: 01-11-2007] The Minister designates the authority that acts as the contact point responsible for receiving requests for information exchange or cooperation in execution of Article 77bis, § 1 [2 ...]2].

[1 The minister informs the European Commission, the ESMA, as well as the other Member States of the European Economic Area.]1

(1)<L 2013-07-30/16, art. 44, 051; In force: 09-09-2013> (2)<L 2017-07-31/10, art. 19, 080; In force: 21-08-2017>

Article 77quater. [1 [4 Without prejudice to Articles 74 to 76 and the provisions provided by specific laws, the FSMA and the OCM may agree on cooperation modalities in the fields they determine.]4 [2 Cooperation agreements govern]2 among others the exchange of information and the uniform application of the relevant legislation.]1

(1)<Inserted by L 2010-04-26/07, art. 54, 039; In force: 01-01-2010> (2)<AR 2011-03-03/01, art. 236 and 331, 045; In force: 01-04-2011> (3)<L 2020-07-20/12, art. 26, 101; In force: 15-08-2020> (4)<L 2022-07-05/06, art. 13, 110; In force: 29-07-2022>

Article 77quinquies. [1 § 1. The FSMA informs the ESMA of the following decisions concerning an infringement of the provisions adopted to transpose Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 coordinating the laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS), of the provisions adopted to transpose Directive 2014/65/EU, of the provisions of Regulation 600/2014, or of the provisions adopted on the basis of or in execution of these provisions or this regulation, including any appeal against these decisions and the result of said appeal:

the measures it makes public;
the settlement agreements it accepts;
the decisions of the sanctions commission establishing an infringement.

Each year, the FSMA also provides the ESMA with aggregated information on the decisions referred to in the previous paragraph and on the non-public measures it has adopted in case of infringement referred to in the previous paragraph, as well as on such decisions concerning an infringement of the provisions adopted to transpose 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 as well as Regulations (EC) No. 1060/2009 and (EU) No. 1095/2010 or of the provisions adopted on the basis of or in execution of these provisions.

§ 2. The FSMA informs the EIOPA of the following decisions concerning an infringement of the provisions adopted to transpose Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 on insurance distribution (recast) or of the provisions adopted on the basis of or in execution of these provisions, including any appeal against these decisions and the result of said appeal:

the measures it takes;
the settlement agreements it accepts;
the decisions of the sanctions commission establishing an infringement.

Each year, the FSMA also provides the EIOPA with aggregated information on the decisions referred to in the previous paragraph.

§ 3. The FSMA also respects the obligations mentioned in European regulations incumbent upon it, in its capacity as the competent authority designated to ensure compliance with these regulations, to inform the ESMA, the EIOPA, or the EBA of decisions concerning an infringement of the provisions of these regulations or of the provisions adopted on the basis of or in execution of these regulations.]1

(1)<Inserted by L 2019-05-02/25, art. 135, 099; In force: 31-05-2019>

Section 7. - [1 Investigative powers, administrative fines, and measures in case of illegal offer or provision of financial products or services and criminal provisions]1

(1)<L 2013-07-30/16, art. 45, 051; In force: 09-09-2013>

Article 78. Without prejudice to the investigative powers conferred upon it by the legal and regulatory provisions governing its missions, the [1 FSMA]1 may, in order to verify whether an operation or activity is covered by the laws and regulations of which it is responsible for controlling application, request all necessary information from those who carry out the operation or exercise the activity in question and from all third parties who enable its realization or exercise. <AR 2003-03-25/34, art. 1, 003; In force: 01-01-2004>

The [1 FSMA]1 has the same investigative power in order to verify, within the framework of a cooperation agreement concluded with a foreign authority and regarding the specific points indicated in the written request of this authority, whether an operation or activity carried out or exercised in Belgium is covered by the laws and regulations of which this foreign authority is responsible for controlling application. <AR 2003-03-25/34, art. 1, 003; In force: 01-01-2004>

[3 The FSMA has, with regard to any natural person and any legal entity, the power to have all information necessary for the exercise of its legal missions communicated to it, to follow developments at the Belgian, European, and international levels in the relevant fields, and to determine the orientation of its control policies in this matter.]3

[2 ...]2

The [1 FSMA]1 may conduct or have conducted, in the books and documents of the interested parties, verifications of the accuracy of the information communicated to it. <AR 2003-03-25/34, art. 1, 003; In force: 01-01-2004>

[2 ...]2

(1)<AR 2011-03-03/01, art. 331, 045; In force: 01-04-2011> (2)<L 2013-07-30/16, art. 46, 051; In force: 09-09-2013> (3)<L 2018-07-30/10, art. 66, 088; In force: 20-08-2018>

Art. 78bis. [1] When this law or other legal or regulatory provisions governing the missions of the FSMA confer upon the FSMA the power to have information or documents communicated, the persons or companies concerned are required to transmit this information or documents to the FSMA within the time limit and in the form determined by the latter. Without prejudice to the application of specific provisions of the relevant legislation, Articles 36 and 37 apply in case of failure to comply with this obligation.]1 ---------- (1)<Inserted by L 2013-07-30/16, art. 47, 051; Effective: 09-09-2013>

Art. 79.<New article 79 inserted by L 2007-05-02/31, art. 48; Effective: 22-06-2007> For the purposes referred to in [2 Article 35, § 1, first paragraph]2, the [1 FSMA]1 has the power to summon and hear any person, according to the rules defined below. The summons to a hearing held by the [1 FSMA]1 is effected either by simple notification, by registered letter, or by citation. Any person summoned in application of the first paragraph is required to appear. During the hearing of persons, heard in any capacity whatsoever, the [1 FSMA]1 shall respect at least the following rules:
1° at the beginning of any hearing, it is communicated to the person questioned:
a) that they may request that all questions put to them and the answers they give be recorded in the terms used; b) that they may request that such information acts or such hearings be carried out; c) that their statements may be used as evidence in court; 2° any person questioned may use the documents in their possession, without this leading to a postponement of the interrogation. They may, during the interrogation or subsequently, require that these documents be attached to the hearing record; 3° at the end of the hearing, the record is read to the person questioned, unless the latter requests that it be read to them. They are asked if their statements should not be corrected or completed; 4° if the person questioned wishes to express themselves in a language other than that of the procedure, either their statements are noted in their language, or they are asked to note their statement themselves; 5° the person questioned is informed that they may obtain a free copy of the text of their hearing, which, if applicable, is handed over or sent immediately or within one month. ---------- (1)<AR 2011-03-03/01, art. 331, 045; Effective: 01-04-2011> (2)<L 2017-07-31/10, art. 20, 080; Effective: 21-08-2017>

Art. 80.<restored by L 2007-05-02/31, art. 50, 029; Effective: 22-06-2007> [3 For the purposes referred to in Article 35, § 1, first paragraph, the auditor or, in their absence, the deputy auditor may, in case of urgency, order by reasoned decision, except in a dwelling, the provisional seizure of:
1°) documents and data that may serve to establish the truth; 2°) funds, securities, titles or rights that either constitute the object of the offence under examination or were intended for or have served to commit the offence in question, provided that they are the property of the person subject to an investigation, or that they constitute a patrimonial advantage derived directly from the offence or constitute its equivalent.]3 The measure referred to in the preceding paragraph may be ordered for a duration not exceeding 48 hours. This period may not be renewed. To execute this order, [2 the auditor or, in their absence, the deputy auditor and the members of staff designated by them may]2 , if necessary, request the assistance of the public authorities. [3 When the auditor or, in their absence, the deputy auditor discovers stored data in a computer system that are useful for the same purposes as those provided for seizure, but that seizure of the medium is not nevertheless desirable, these data, as well as the data necessary to understand them, may be copied onto media belonging to the FSMA. In case of urgency or for technical reasons, media that are available to persons authorized to use the computer system may be used.]3 The execution of the seizure is the subject of a record to which is attached an inventory of all seized assets. These assets are, as far as possible, individualized. The record is submitted to the signature of the seized party or the third party seized, who receive a copy free of charge. ---------- (1)<AR 2011-03-03/01, art. 331, 045; Effective: 01-04-2011> (2)<L 2014-04-25/09, art. 190, 056; Effective: 01-05-2014> (3)<L 2017-07-31/10, art. 21, 080; Effective: 21-08-2017>

Art. 81.<restored by L 2007-05-02/31, art. 51, 029; Effective: 22-06-2007> § 1. For the purposes referred to in [2 Article 35, § 1, first paragraph]2, [3 and subject to prior authorization from an investigating judge,]3 [1 the auditor or, in their absence, the deputy auditor, may,]1 by written and reasoned decision, require [2 the actors referred to in the second paragraph]2 :
1° to identify [2 the subscriber or habitual user [3 of a service referred to in the second paragraph, 2°, or of the electronic communications means used]3]2 [2 , notably by communicating their name and address]2; 2° to communicate identification data relating to the [3 services referred to in the second paragraph, 2°,]3 to which a specific person is subscribed or which are habitually used by a specific person [2 , including the type of service and its duration]2. [2 To this end, they may require the collaboration:
1° of the operator of an electronic communications network; 2° of any person who makes available or offers, in any manner whatsoever, on Belgian territory, a service consisting of transmitting signals via electronic communications networks or of authorizing users to obtain, receive or disseminate information via an electronic communications network. The provider of an electronic communications service is also included.]2 [1 The auditor or, in their absence, the deputy auditor,]1 indicates in their decision [4 referred to in the first paragraph]4 the factual circumstances justifying the measure taken and takes into account, to motivate their decision, the principles of proportionality and subsidiarity. [4 To proceed with the identification of the subscriber or habitual user of a service referred to in the second paragraph, 2°, the auditor or, in their absence, the deputy auditor may also require the collaboration:

of the persons and institutions referred to in Article 5, § 1, first paragraph, 3° to 22°, 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, on the basis of the reference of an electronic banking transaction that has previously been communicated by one of the actors referred to in the second paragraph, in application of the first paragraph;
of closed centres or places of accommodation referred to in Articles 74/8 and 74/9 of the Law of 15 December 1980 on access to the territory, stay, establishment and removal of foreigners, on the basis of the coordinates of the centre or place of accommodation where the subscriber's subscription to a mobile electronic communications service was made, and which have previously been communicated by one of the actors referred to in the second paragraph, in application of the first paragraph;
of other legal persons who are subscribers of one of the actors referred to in the second paragraph, or who subscribe to an electronic communications service in the name and for the account of natural persons, on the basis of data that have previously been communicated by one of the actors referred to in the second paragraph, in application of the first paragraph.]4
[3 § 1bis. In the case of infringements of Articles 14 or 15 of Regulation 596/2014 or of provisions adopted on the basis of or in execution of these articles, the auditor or, in their absence, the deputy auditor may order the actors referred to in paragraph 1, second paragraph, to retain the data referred to in paragraph 1, first paragraph, which risk being deleted or anonymized, until they have obtained from an investigating judge the authorization to request the communication of these data. The paragraphs 1, second paragraph, and 3 apply by analogy to the order referred to in the first paragraph. The actors referred to in paragraph 1, second paragraph, ensure that the integrity, quality and availability of the data are guaranteed and that the data are stored securely. The auditor or, in their absence, the deputy auditor requests without delay the prior authorization of an investigating judge to request the communication of the data referred to in paragraph 1, first paragraph, which are the subject of a retention order referred to in the first paragraph and informs the investigating judge of this order. If the investigating judge refuses to grant authorization to request the communication of the data on which the retention order bears, or considers that this order was not legitimate or justified, this order becomes void. In this case, the auditor or, in their absence, the deputy auditor informs the recipient of the retention order without delay that it has become void.]3 § 2. After receipt of the request referred to in § 1, first paragraph, [2 the actors referred to in § 1, second paragraph, communicate]2 without delay to [1 the auditor or, in their absence, the deputy auditor,]1 an estimate of the cost of the information requested and the time necessary to gather this information. After receipt of the confirmation of the request of [1 the auditor or, in their absence, the deputy auditor,]1 , [4 the actors referred to in paragraph 1, second paragraph, as well as the persons and institutions referred to in paragraph 1, fourth paragraph,]4 communicate the requested data within the time limit fixed by the auditor. § 3. Any person who, by virtue of their position, has knowledge of a request referred to in § 1 or lends their assistance to it, is bound to keep secret. Any violation of secrecy is punished in accordance with
Article 458 of the Penal Code. ---------- (1)<L 2014-04-25/09, art. 191, 056; Effective: 01-05-2014> (2)<L 2017-07-31/10, art. 22, 080; Effective: 21-08-2017> (3)<L 2022-07-05/06, art. 14, 110; Effective: 29-07-2022> (4)<L 2022-07-20/14, art. 40, 112; Effective: 18-08-2022>

Art. 82.<restored by L 2007-05-02/31, art. 52, 029; Effective: 22-06-2007> For the purposes referred to in [3 Article 35, § 1, first paragraph]3, [2 the auditor or, in their absence, the deputy auditor, may,]2 subject to prior authorization from an investigating judge:
1° [3 order, according to the rules provided for in Article 83, except in a dwelling, the seizure of:
a) documents and data that may serve to establish the truth; b) funds, securities, titles or rights that either constitute the object of the offence under examination or were intended for or have served to commit the offence in question, provided that they are the property of the person subject to an investigation, or that they constitute a patrimonial advantage derived directly from the offence or constitute its equivalent;]3 2° require, according to the rules provided for in Article 84, the communication of the [3 traffic data of electronic communications means]3 , as well as the origin or destination of [3 electronic communications]3; 3° impose, according to the rules provided for in Article 85, a temporary prohibition on the exercise of professional activity. ---------- (1)<AR 2011-03-03/01, art. 331, 045; Effective: 01-04-2011> (2)<L 2014-04-25/09, art. 192, 056; Effective: 01-05-2014> (3)<L 2017-07-31/10, art. 23, 080; Effective: 21-08-2017>

Art. 83.<restored by L 2007-05-02/31, art. 53, 029; Effective: 22-06-2007> § 1. For the purposes referred to in Article 82, 1°, and subject to prior authorization from an investigating judge, [2 the auditor or, in their absence, the deputy auditor,]2 may, by reasoned decision, order, except in [4 a dwelling]4, the seizure of the assets referred to in Article 82, 1°. [2 The auditor or, in their absence, the deputy auditor,]2 indicates in their decision the factual circumstances justifying the measure taken and takes into account, to motivate their decision, the principles of proportionality and subsidiarity. To execute this order, [2 the auditor or, in their absence, the deputy auditor and the members of staff designated by them]2 may, if necessary, request the assistance of the public authorities. The provisions of Article 80, [1 paragraphs 5 to [4 8]4]1 , apply to this investigative act. § 2. The seizure measure taken by [2 the auditor or, in their absence, the deputy auditor,]2 expires by operation of law, either on the date of expiration of the time limit for appeal against the decision [1 of the sanctions commission]1 , referred to in Article 121, § 2, second paragraph, or the day following the day on which the judgment of the [3 Market Court]3 was pronounced in application of Article 121, § 1, first paragraph, 4°. By way of derogation from the first paragraph, the seizure, insofar as the assets considered in the decision [1 of the sanctions commission]1 or, if applicable, of the [3 Market Court]3 as a patrimonial advantage derived directly from the offence or as the equivalent of such an advantage, expires only at the moment when the fine imposed [1 ...]1 has been paid in full ---------- (1)<L 2013-07-30/16, art. 48, 051; Effective: 09-09-2013> (2)<L 2014-04-25/09, art. 193, 056; Effective: 01-05-2014> (3)<L 2016-12-25/14, art. 111, 077; Effective: 09-01-2017> (4)<L 2017-07-31/10, art. 24, 080; Effective: 21-08-2017>

Art. 84. [Restored by Law of 2 May 2007/31, art. 54, 029; In force: 22-06-2007]

§ 1. For the purposes referred to in Article 82, 2°, and with the prior authorization of an investigating judge, the auditor or, in their absence, the deputy auditor, may, when they consider that circumstances exist which make it necessary to identify electronic communications or to locate the origin or destination of electronic communications for the manifestation of the truth, have the following carried out:

1° the identification of traffic data of electronic communications means from which or to which electronic communications have been made; 2° the location of the origin or destination of electronic communications, including telephone numbers and network addresses; 3° the request for payment details of electronic communications services.

To this end, the auditor may request the collaboration of:
1° the operator of an electronic communications network; 2° any person who makes available or offers, in any manner whatsoever, on Belgian territory, a service consisting of transmitting signals via electronic communications networks or authorizing users to obtain, receive or disseminate information via an electronic communications network. This also includes the provider of an electronic communications service.

In the cases referred to in the first paragraph, for each electronic communications means whose traffic data are identified or whose origin or destination of the electronic communication is located, the day, time, duration and, if necessary, the location of the telecommunication are indicated and recorded in a report.

The auditor or, in their absence, the deputy auditor, indicates in their decision the factual circumstances justifying the measure taken and takes into account, to motivate their decision, the principles of proportionality and subsidiarity.

They also mention the period in the past to which the request for data relates in accordance with paragraph 1er bis.

§ 1er bis. The data referred to in paragraph 1, first paragraph, may be requested for a period of twelve months prior to the decision of the auditor or, in their absence, the deputy auditor, in the case of infringements of Articles 14 or 15 of Regulation 596/2014 or of the provisions adopted on the basis of or in implementation of these Articles, and for a period of six months in the case of other infringements for which the auditor may request these data.

§ 1er bis/1. In the case of infringements of Articles 14 or 15 of Regulation 596/2014 or of the provisions adopted on the basis of or in implementation of these Articles, the auditor or, in their absence, the deputy auditor may order the actors referred to in paragraph 1, second paragraph, to retain the data referred to in paragraph 1, first paragraph, which risk being deleted or rendered anonymous, until they have obtained authorization from an investigating judge to request the communication of these data.

Paragraphs 1, paragraphs 4 and 5, and 3, apply by analogy to the order referred to in the first paragraph.

The actors referred to in paragraph 1, second paragraph, ensure that the integrity, quality and availability of the data are guaranteed and that the data are retained securely.

The auditor or, in their absence, the deputy auditor, without delay requests the prior authorization of an investigating judge to request the communication of the data referred to in paragraph 1, first paragraph, which are subject to a retention order referred to in the first paragraph, and informs the investigating judge of this order. If the investigating judge refuses to authorize the request for communication of the data subject to the retention order or considers that this order was not legitimate or justified, this order becomes null and void. In this case, the auditor or, in their absence, the deputy auditor, without delay informs the recipient of the retention order that it has become null and void.

§ 1er ter. The measure may not apply to the electronic communications means of a lawyer or a doctor unless that person is themselves suspected of having committed an offence for which the auditor may request the data referred to in paragraph 1, first paragraph, or unless specific facts lead to the presumption that third parties suspected of having committed such an offence are using their electronic communications means.

The measure may not be executed without the bâtonnier or the representative of the provincial order of doctors, as the case may be, being notified. These same persons will be informed by the auditor or, in their absence, by the deputy auditor of the elements which they consider to be covered by professional secrecy. These elements are not used.

§ 2. After receipt of the request referred to in § 1, the actors referred to in § 1, second paragraph, without delay communicate to the auditor or, in their absence, the deputy auditor, an estimate of the cost of the information requested and the time necessary to gather this information.

After receipt of the confirmation of the request from the auditor or, in their absence, the deputy auditor, the actors referred to in the first paragraph communicate the requested data within the time limit fixed by the auditor.

§ 3. Any person who, by virtue of their function, has knowledge of the measure or lends their assistance to it, is bound to keep secret. Any violation of secrecy is punished in accordance with Article 458 of the Penal Code.

(1) Law of 25 April 2014/09, art. 194, 056; In force: 01-05-2014 (2) Law of 31 July 2017/10, art. 25, 080; In force: 21-08-2017 (3) Law of 20 July 2022/14, art. 41, 112; In force: 18-08-2022

Art. 85. [Restored by Law of 2 May 2007/31, art. 55, 029; In force: 22-06-2007] [Deleted by Law of 25 April 2014/09, art. 195, 056; In force: 01-05-2014] For the purposes referred to in Article 82, 3°, and with the prior authorization of an investigating judge, the auditor or, in their absence, the deputy auditor, may, by reasoned decision, impose a temporary prohibition on exercising professional activities that involve a risk of new infringement of one of these provisions and which are specified in the decision, on a natural or legal person in respect of whom there are clear indications of an infringement of the provisions of Regulation 596/2014 or of the European regulations referred to in Articles 37bis, 37ter, 37quinquies to 37septies, of the provisions transposing Directive 2014/65/EU or of Articles 39 or 40.

The prohibition may only apply to the natural and legal persons mentioned in the decision of the auditor or, in their absence, the deputy auditor, as well as to the professional activities described in detail therein.

The prohibition is valid for a period of three months, renewable once according to the same procedure.

The prohibition only takes effect from the moment the decision has been notified to the person concerned by the auditor or, in their absence, the deputy auditor.

(1) Law of 25 April 2014/09, art. 195, 056; In force: 01-05-2014 (2) Law of 31 July 2017/10, art. 26, 080; In force: 21-08-2017 (3) Law of 2 May 2019/25, art. 136, 099; In force: 31-05-2019

Art. 85bis. [Inserted by Law of 31 July 2017/10, art. 27, 080; In force: 21-08-2017] For the purposes referred to in Article 35, § 1, first paragraph, the auditor or, in their absence, the deputy auditor may request the investigating judge to conduct a search in a residence and to seize the documents, data, funds, assets, securities and rights referred to in Article 82, 1°, between 5 a.m. and 9 p.m., in application of the rules provided by the Code of Criminal Instruction.

The investigating judge may conduct the search in the presence of the auditor or, in their absence, the deputy auditor and the FSMA staff members who assist the auditor in carrying out the investigation.

If the investigating judge proceeds to the seizure of the items referred to in Article 82, 1°, Article 83, § 2, applies by analogy. Any person harmed by this investigative act may, according to the rules provided by Article 61quater of the Code of Criminal Instruction, request its lifting from the investigating judge and appeal the investigating judge's order. The FSMA auditor is informed by the registry of the fact that a request for lifting the investigative act has been lodged, of the investigating judge's order, of the fact that an appeal has been lodged against the investigating judge's order, as well as of the decision of the chamber of indictment.

(1) Inserted by Law of 31 July 2017/10, art. 27, 080; In force: 21-08-2017

Art. 86. [Restored by Law of 2 May 2007/31, art. 56, 029; In force: 22-06-2007] The provisions of Articles 36 and 37 apply in the event of non-compliance with the obligations or measures imposed under Articles 79 to 85.

Art. 86bis.[1 § 1. Within the framework of the supervision referred to in Article 45, § 1, first paragraph, 5°, the FSMA may impose an administrative fine, which may not exceed, for the same act or for the same set of acts, 2,500,000 euros, on any person who:
1° exercises in Belgium or from Belgian territory the activity of an insurance undertaking or reinsurance undertaking, credit institution, investment firm, collective investment scheme management company [2 , of OPCA manager]2, of professional pension institution, [3 of lender, credit intermediary]3 , money exchange office, [8 insurance intermediary, ancillary insurance intermediary not exempted pursuant to Article 258 of the Law of 4 April 2014 on insurance, or reinsurance intermediary]8, intermediary in banking and investment services, independent wealth management advisor [11 , crypto-asset service provider]11 or any other regulated activity referred to in Article 45, § 1, first paragraph, 2° or 3°, without having been authorized, registered or recorded for that purpose in accordance with the applicable legal or regulatory provisions, or after having renounced such authorization, registration or recording or having had such authorization, registration or recording withdrawn, removed, revoked or suspended; 2° does not comply with [4 Article 102 or Article 103 of the Law of 25 October 2016]4; 3° [9 provides payment services or exercises the activity of electronic money issuance in Belgium without satisfying the provisions of Articles 5, 120, 124, 127, 144, 163, 218 (insofar as it refers to Article 120), 219 (insofar as it refers to Article 124) or 220 (insofar as it refers to Article 127) 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 provider, and on access to payment systems;]9 4° [2 publicly offers shares of a Belgian or foreign collective investment scheme, while the latter is not registered or authorized in accordance with, as the case may be, the Law of 3 August 2012 on collective investment schemes meeting the conditions of Directive 2009/65/EC and on collective investment in loan schemes or the Law of 19 April 2014 on alternative collective investment schemes and
their managers or while the registration or authorization has been removed or revoked, or in disregard of a suspension or prohibition measure referred to in the aforementioned laws;]2 [2 4° /1 markets [5 ...]5 shares of Belgian or foreign OPCA, while the scheme concerned is not managed by an authorized or registered manager in accordance with the Law of 19 April 2014 on alternative collective investment schemes and their managers or the law applicable in its home Member State;]2 [5 4° /2 markets OPCA shares to the public in violation of Article 180/1 of the Law of 19 April 2014;]5 5° does not comply with the [6 Article 28 of the Law of 11 July 2018]6 on public offers of investment instruments and the admission of investment instruments for trading on regulated markets. [4 6° makes public use in Belgium of denominations or bears titles reserved by legal or regulatory provisions to authorized, registered or recorded enterprises with the FSMA or the Bank, without having been authorized, registered or recorded in accordance with the applicable legal or regulatory provisions, or after having renounced such authorization, registration or recording or having had such authorization, registration or recording withdrawn, removed or revoked;]4 [10 7° [11 offers to the public tokens referring to one or more assets within the meaning of Article 3, paragraph 1, 6) of Regulation 2023/1114 without complying with Article 16 of that Regulation or offers electronic money tokens within the meaning of Article 3, paragraph 1, 7) of Regulation 2023/1114 without complying with Article 48, paragraph 1, a) of that Regulation.]11]10 If the same acts or behaviors can lead to the imposition of a fine by the FSMA or by the Bank both under the first paragraph and under the relevant legislation, only the first paragraph may be applied. § 2. The FSMA may order the persons referred to in paragraph 1 to cease, immediately or within the period it determines, the concerned activity or to comply, within the period it
determines, with the provisions of the relevant legislation. [7 The FSMA may make public in a named manner on its website its decision to issue the injunction pursuant to the first paragraph, as well as the reasons for this decision.]7 To any person who has been able to present their arguments and who, upon expiration of the period set by the FSMA, remains in default of complying with an injunction addressed to them pursuant to the first paragraph, the FSMA may impose a penalty payment which may not exceed 50,000 euros per calendar day, nor, in total, exceed 2,500,000 euros. § 3. Article 37 is applicable to fines and penalty payments imposed under paragraphs 1 and 2. § 4. If it finds the existence of activities referred to in paragraph 1 or if it has reasonable grounds to consider that such activities exist, the FSMA may publish a warning. In the interest of users of financial products or services [11 or crypto-assets]11, the FSMA may also mention the facts or circumstances that gave rise to this warning. The FSMA may also publish warnings issued by foreign supervisory authorities in similar matters. § 5. If the FSMA acts, pursuant to this article, against a person exercising the activity of a professional pension institution in the circumstances described in § 1, first paragraph, 1°, it may bring the decisions taken under the preceding paragraphs that it has the faculty or obligation to make public to the knowledge of the persons and organizations referred to in Article 149, § 2, of the Law of 27 October 2006 on the supervision of professional pension institutions.]1 [11 § 6. Within the framework of the supervision referred to in Article 45, § 1, first paragraph, 5°, the FSMA may implement the powers provided for in Article 94 of Regulation 2023/1114 against a person exercising the activity of a crypto-asset service provider in the circumstances described in paragraph 1, first paragraph, 1° or against a person offering to the public tokens referring to one or more assets within the meaning of Article 3, paragraph 1, 6) of Regulation 2023/1114 or offering electronic money tokens within the meaning of Article 3, paragraph 1, 7) of Regulation 2023/1114 in the circumstances described in paragraph 1, first paragraph, 7°.]11 ---------- (1)<Inséré par L 2013-07-30/16, art. 49, 051; En vigueur : 09-09-2013> (2)<L 2014-04-19/62, art. 400, 061; En vigueur : 27-06-2014>
(3)<L 2014-04-19/39, art. 36, 063; En vigueur : 01-11-2015 (AR 2014-04-19/40, art. 3; modifié par AR 2015-06-28/02, art. 2)> (4)<L 2016-10-25/04, art. 133, 072; En vigueur : 28-11-2016> (5)<L 2016-12-25/11, art. 94, 076; En vigueur : 09-01-2017> (6)<L 2018-07-11/06, art. 39, 087; En vigueur : 30-07-2018> (7)<L 2018-07-30/47, art. 64, 089; En vigueur : 15-09-2018> (8)<L 2018-12-06/11, art. 6, 093; En vigueur : 28-12-2018> (9)<L 2019-05-02/25, art. 137, 099; En vigueur : 31-05-2019> (10)<L 2022-07-20/31, art. 97, 113; En vigueur : 15-09-2022> (11)<L 2025-12-11/13, art. 72, 123; En vigueur : 03-01-2026>

Art. 86ter.[1 [1 § 1. Without prejudice to common law civil liability and notwithstanding any contrary stipulation unfavorable to the investor, depositor or insured, the judge annuls, 1° the subscription of [3 shares]3 of Belgian or foreign public collective investment schemes, when the collective investment scheme concerned does not have the authorization or registration required by the applicable legal or regulatory provisions, or has renounced such authorization or registration or has had such authorization or registration withdrawn, removed, revoked or suspended; 2° the subscription of [3 shares]3 of Belgian or foreign public collective investment schemes, when the collective investment scheme management company concerned does not have the authorization required by the applicable legal or regulatory provisions, or has renounced such authorization or has had such authorization withdrawn, removed, revoked or suspended; [3 2° /1 the subscription of shares of Belgian or foreign OPCA, when the OPCA manager concerned does not have the authorization required by the applicable legal or regulatory provisions, or has renounced such authorization or has had such authorization withdrawn, removed, revoked or suspended;]3 3° any agreement concluded in violation of the [6 Article 28 of the Law of 11 July 2018]6 on public offers of investment instruments and the admission of investment instruments for trading on a regulated market; 4° any agreement aimed at the offer or provision of [7 investment services and activities or financial products]7 [8 or crypto-asset services]8, concluded while the provider concerned does not have the authorization required by the applicable legal or regulatory provisions, or has renounced such authorization or has had such authorization withdrawn, removed, revoked or suspended; 5° [2 ...]2 6° any life insurance contract belonging to
Branches 21, 23 and 26 concluded while [5 the insurance intermediary, ancillary insurance intermediary or reinsurance intermediary]5 concerned does not have the authorization required by the applicable legal or regulatory provisions, or has renounced such authorization or has had such authorization withdrawn, removed or revoked or suspended or even after such authorization has expired by operation of law; 7° any agreement aimed at the offer or provision of financial products or services, concluded with the intervention of a person engaged in banking and investment services intermediation while they do not have the authorization required by the applicable legal or regulatory provisions, or have renounced such authorization or have had such authorization withdrawn, removed, revoked or suspended or even after such authorization has expired by operation of law. Notwithstanding any contrary stipulation unfavorable to the investor, depositor or insured and without prejudice to paragraph 3, the damage caused by the purchase or subscription of the concerned financial product or by the conclusion of the concerned agreement is presumed to result from the violation referred to in the first paragraph. The presumption established by the preceding paragraph may also be invoked against the regulated enterprise operating in Belgium and having used a banking and investment services intermediary or [5 an insurance intermediary, an ancillary insurance intermediary or a reinsurance intermediary]5 found in the cases referred to in the first paragraph, 6° or 7°. § 2. [4 ...]4. § 3. The provisions [4 of paragraph 1]4 are not applicable when the enterprise or person concerned has the authorization, registration or permission required by the law in their home Member State and exercises their activities in Belgium through the establishment of a branch or the free provision of services without the formalities imposed for that purpose by the applicable European directives having been respected. § 4. By a decree deliberated in the Council of Ministers, the King extends the application of all or part of this article to violations of the provisions of the decrees taken pursuant to Articles 28ter, 30bis and 45, § 2, if and to the extent that these decrees establish a regime providing for prior approval of information documents intended for users of financial
products and services.]1 ---------- (1)<Inséré par L 2013-07-30/16, art. 65, 051; En vigueur : 09-09-2013> (2)<Inséré par L 2014-04-04/23, art. 347, 055; En vigueur : 01-11-2014> (3)<L 2014-04-19/62, art. 401, 061; En vigueur : 27-06-2014> (4)<L 2014-04-19/39, art. 37, 063; En vigueur : 01-04-2015 (AR 2014-04-19/40, art. 2)> (5)<L 2018-12-06/11, art. 7, 093; En vigueur : 28-12-2018> (6)<L 2018-07-11/06, art. 40, 087; En vigueur : 21-07-2019> (7)<L 2022-02-23/09, art. 4, 107; En vigueur : 04-04-2022> (8)<L 2025-12-11/13, art. 73, 123; En vigueur : 03-01-2026>

Art. 87.(anc. art. 79) <L 2007-05-02/31, art. 48, 029; En vigueur: 22-06-2007> § 1. Shall be punished with imprisonment from one month to one year and a fine of 250 EUR to 2,500,000 EUR or one of these penalties only:
1° those who obstruct the inspections and expertises of the [1 FSMA]1 pursuant to this chapter or who knowingly give them inaccurate or incomplete information; <AR 2003-03-25/34, art. 1, 003; En vigueur: 01-01-2004> 2° those who knowingly, by statement or otherwise, make believe or let believe that the operation or operations they perform or intend to perform are carried out under the conditions provided for by the laws and regulations whose application is controlled by the [1 FSMA]1 , while these laws and regulations are not applicable to them or have not been respected; <AR 2003-03-25/34, art. 1, 003; En vigueur: 01-01-2004> [2 3° those who do not follow up on an injunction addressed to them pursuant to Article 36 or Article 86bis; 4° those who do not comply with the prescriptions of a judgment or ruling rendered following an action for cessation based on Article 125.]2 § 2. Violations of Articles 74, 75, § 4, and 76, first paragraph, are punishable by the penalties provided for in Article 458 of the Penal Code. [2 § 2bis. Any use, by the party subject to the auditor's investigation referred to in Article 70, of information obtained regarding the investigation or elements subject to the investigation, which has had the purpose and effect of hindering the course of the investigation or harming the privacy, physical or moral integrity or property of a person cited in the file, is punishable by the penalties provided for in Article 460ter of the Penal Code. Any other person called upon to lend or lending their assistance to the auditor's investigation referred to in Article 70 is bound by secrecy. Whoever violates this secrecy is punishable by the penalties provided for in Article 458 of the Penal Code.]2 § 3. The provisions of Book One of the Penal Code, without exception of Chapter VII and Article 85, are applicable to the offenses referred to in [2 § 1, 2 and 2bis]2. [3 § 4. When the facts submitted to the court are subject to an action for cessation based on Article 125, no decision may be made on the criminal action until a final judgment has been rendered regarding the action for cessation.]3 ---------- (1)<AR
2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (2)<L 2013-07-30/16, art. 50, 051; En vigueur : 09-09-2013> (3)<L 2013-07-31/03, art. 3, 052; En vigueur : 09-09-2013>

Section 8. [1 Compliance officers]1 ---------- (1)<Inséré par AR 2011-03-03/01, art. 237, 045; En vigueur : 01-04-2011>

Art. 87bis.[1] § 1er. [6] Investment firms, collective investment scheme management companies, public collective investment scheme management companies, credit institutions, and Belgian insurance companies, as well as branches established in Belgium by such institutions subject to the law of third countries, shall designate one or more compliance officers who possess adequate knowledge and experience, with a view to ensuring compliance with the following provisions applicable to them:
a) Article 45, § 1er, paragraph 1, 3°, and § 2; b) Articles 218, 219, and 220 of the Law of 3 August 2012 concerning collective investment schemes meeting the conditions of Directive 2009/65/EC and credit claim investment schemes, and, from the perspective of ensuring fair, equitable, and professional treatment of interested parties, Article 201 of the same Law; c) Articles 37, 38, 39, 44 to 46, and 330 of the Law of 19 April 2014 concerning alternative investment funds and their managers, and, from the perspective of ensuring fair, equitable, and professional treatment of interested parties, Articles 26 to 28, 36, 47, and 319 of the same Law.[6]

These persons shall, under the responsibility of senior management, perform the following tasks:
a) [4] monitor and evaluate the adequacy and effectiveness of the policy, procedures, and measures aimed at ensuring that the concerned enterprise and persons comply with the provisions referred to in paragraph 1.[4] b) advise and assist the concerned persons so that they comply with their aforementioned obligations. The concerned enterprises shall inform the FSMA without delay of any appointment made in accordance with paragraph 1, as well as of any modification to the function of a compliance officer.

§ 2. The compliance officers who, within the concerned enterprises, are responsible for the tasks referred to in § 1er must be approved by the FSMA. The concerned enterprises shall submit an application for approval to the FSMA for this purpose.
By means of a regulation adopted pursuant to Article 64, the FSMA shall determine:

the requirements regarding knowledge, experience [6] and training[6];
the procedures for the approval process.
The FSMA shall publish on its website the list of compliance officers it has approved within the concerned enterprises.

§ 3. If a compliance officer no longer meets the approval conditions, the FSMA may revoke the approval, by a reasoned decision, and after having heard the interested party.
The FSMA may decide to make this revocation public by announcing it on its website.

§ 4. The provisions of Articles 36 and 37 shall apply in case of failure to comply with the obligations provided for in this Article.[1]

[3] § 5. By way of derogation from paragraphs 1er, paragraph 3, 2, paragraphs 1er and 3, 3, and 4, the application and monitoring of compliance with this Article by mutual societies [5] referred to in Articles 43bis, § 5, and 70, §§ 6 and 7, of the Law of 6 August 1990[5]] concerning mutual societies and national unions of mutual societies, fall within the competence of the [5] OCM[5].

For the exercise of these competences, the [5] OCM[5]] shall apply the provisions of the FSMA regulation adopted pursuant to paragraph 2, paragraph 2. The provisions of this regulation applicable to mutual societies are adopted on the advice of the [5] OCM[5]]. When the [5] OCM[5]] applies the provisions of this regulation, the term "[5] OCM[5]]" shall be read instead of "FSMA".[3]

(1)<Inséré par AR 2011-03-03/01, art. 238 et 331, 045; En vigueur : 01-04-2011> (2)<L 2012-08-03/47, art. 294, 048; En vigueur : 19-10-2012> (3)<L 2013-07-30/16, art. 51, 051; En vigueur : 09-09-2013> (4)<L 2014-04-19/62, art. 402, 061; En vigueur : 27-06-2014> (5)<L 2022-07-05/06, art. 15, 110; En vigueur : 29-07-2022> (6)<L 2025-12-11/13, art. 152, 123; En vigueur : 03-01-2026>

Section 9. [1] Assistance of auditors[1]

(1)<Inséré par AR 2011-03-03/01, art. 239, 045; En vigueur : 01-04-2011>

Art. 87ter.[1] § 1er. The FSMA may, within the framework of the tasks entrusted to it by Article 45, appoint an auditor approved by it for this purpose to establish, in areas falling within the competence of the FSMA, a report on:

the adequacy of the organization of the enterprises and persons referred to in Article 45, §1er, 2° and 3° with regard to the rules referred to in Article 45, § 1er, paragraph 1, 3°, and § 2;
the compliance by the concerned enterprises and persons with the rules referred to in Article 45, § 1er, paragraph 1, 3°, and § 2.
The approved auditor shall have the following powers for this purpose:
a) it may be communicated any information and any document, in whatever form, including regarding the relationship between the enterprise and a specific client; b) it may conduct on-site inspections and appraisals, take knowledge and copies on-site of any document, file, and recording, and have access to any computer system.

[2] ...[2]

§ 2. The FSMA shall, by means of a regulation adopted pursuant to Article 64, determine the approval rules for auditors as well as the cooperation procedures.
The approval regulation is adopted after consultation of the approved auditors, represented by their professional organization.
The Institute of Auditors shall inform the FSMA of the opening of any disciplinary proceedings against an approved auditor for misconduct committed in the exercise of their functions within an enterprise, as well as of any disciplinary measure taken against an approved auditor and the reasons thereof.
The FSMA may, at any time, revoke the approval of the concerned auditor, by a reasoned decision based on reasons related to their status or the exercise of their functions as an approved auditor, as provided for by or pursuant to this Law. This revocation shall terminate the functions of the approved auditor.[1]

(1)<Inséré par AR 2011-03-03/01, art. 240 et 331, 045; En vigueur : 01-04-2011> (2)<L 2013-07-30/16, art. 52, 051; En vigueur : 09-09-2013>

Section 10. [1] Communication of information[1] [2] and access to websites[2]

(1)<Inséré par AR 2011-03-03/01, art. 241, 045; En vigueur : 01-04-2011> (2)<L 2013-07-30/16, art. 53, 051; En vigueur : 09-09-2013>

Art. 87quater.[2] § 1er.[2] [1] By means of a regulation adopted in accordance with Article 64, the FSMA may, with regard to the establishments referred to in Article 45, § 1er, paragraph 1, 2° and 3°, determine the rules regarding the information that must be communicated periodically to the FSMA concerning the activities and services subject to its supervision. The FSMA may, for this purpose, make a distinction between categories of establishments. These regulations are adopted after consultation of the concerned establishments, represented by their professional associations.[1]

[2] § 2. The establishments referred to in Article 45, § 1er, paragraph 1, 2° and 3°, shall provide the FSMA, at the latest within ten banking business days following its request, with permanent access to the parts of their websites reserved for their clients, without however giving access to their clients' individual data.

§ 3. The provisions of Articles 36 and 37 shall apply in case of failure to comply with the obligations provided for by or pursuant to this Article.[2]

(1)<Inséré par AR 2011-03-03/01, art. 242 et 331, 045; En vigueur : 01-04-2011> (2)<L 2013-07-30/16, art. 54, 051; En vigueur : 09-09-2013>

Section 11. [1] - Mystery shopping[1]

(1)<Insérée par L 2013-07-30/16, art. 55, 051; En vigueur : 09-09-2013>

Art. 87quinquies. [1] To exercise its supervision of compliance with the rules referred to in Article 45, § 1er, paragraph 1, 3°, and § 2, the FSMA may entrust members of its staff or third parties mandated by it to visit the enterprises or persons referred to in Article 45, § 1er, paragraph 1, 2° and 3°, as well as their senior management and employees, independent agents acting on their behalf, and the collaborators of the latter, presenting themselves as clients or potential clients, without having to disclose their status as members of the FSMA staff or third parties mandated by the FSMA, and without having to specify that the information obtained during this visit may be used by the FSMA for the purpose of exercising its supervision.

Within the framework of the mission entrusted to it by Article 45, § 1er, paragraph 1, 5°, the FSMA may also exercise the power referred to in paragraph 1 with regard to persons who carry out the concerned operations or exercise the concerned activities, or who are suspected of carrying out these operations or exercising these activities, as well as with regard to their collaborators.

The King, on the advice of the FSMA, may extend the exercise of the FSMA's power referred to in paragraph 1 to the supervision of compliance with other rules that He indicates for this purpose, provided that they are rules that must be applied in direct relations with clients or potential clients and of whose compliance the FSMA is charged with ensuring.[1]

(1)<Inséré par L 2013-07-30/16, art. 56, 051; En vigueur : 09-09-2013>

CHAPITRE IV. - [1] Risk Committee and Systemic Financial Institutions.[1] [2] repealed[2]

(1)<rétabli par L 2010-07-02/17, art. 22, 042; En vigueur : 26-10-2010> (2)<AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 88.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 89.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 90.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 91.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 92.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 93.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 94.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 95.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 96.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 97.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 98.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 99.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 100.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 101.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 102.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 103.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 104.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 105.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Art. 106.
<Abrogé par AR 2011-03-03/01, art. 243, 045; En vigueur : 01-04-2011>

Section 6. - Professional secrecy, exchange of information and cooperation with other authorities. <Abrogé par AR 2003-03-25/34, art. 17, 003; En vigueur : 01-01-2004>

Art. 109. (Abrogé) <AR 2003-03-25/34, art. 17, 003; En vigueur : 01-01-2004>

Art. 110. (Abrogé) <AR 2003-03-25/34, art. 17, 003; En vigueur : 01-01-2004>

Art. 111. (Abrogé) <AR 2003-03-25/34, art. 17, 003; En vigueur : 01-01-2004>

Art. 112. (Abrogé) <AR 2003-03-25/34, art. 17, 003; En vigueur : 01-01-2004>

Art. 113. (Abrogé) <AR 2003-03-25/34, art. 17, 003; En vigueur : 01-01-2004>

Art. 114. (Abrogé) <AR 2003-03-25/34, art. 17, 003; En vigueur : 01-01-2004>

Section 7. - Investigation powers and criminal provisions. <Abrogé par AR 2003-03-25/34, art. 17, 003; En vigueur : 01-01-2004>

Art. 115. (Abrogé) <AR 2003-03-25/34, art. 17, 003; En vigueur : 01-01-2004>

Art. 116. (Abrogé) <AR 2003-03-25/34, art. 17, 003; En vigueur : 01-01-2004>

CHAPITRE IV. <Abrogé par L 2010-07-02/17, art. 23, 042; En vigueur : 26-10-2010>

Art. 117.<Abrogé par L 2010-07-02/17, art. 23, 042; En vigueur : 26-10-2010>

Art. 117bis.
<Abrogé par L 2010-07-02/17, art. 23, 042; En vigueur : 26-10-2010>

Art. 117ter.
<Abrogé par L 2010-07-02/17, art. 23, 042; En vigueur : 26-10-2010>

Art. 118.
<Abrogé par L 2010-07-02/17, art. 23, 042; En vigueur : 26-10-2010>

Art. 119.
<Abrogé par L 2010-07-02/17, art. 23, 042; En vigueur : 26-10-2010>

CHAPITRE V. - Remedies against decisions taken by the Minister, by the [1] FSMA[1]] and by the [2] market operators[2]] [, intervention of the FSMA before criminal courts and action for cessation]. <L 2013-07-31/03, art. 4, 052; En vigueur : 09-09-2013> <Chapitre renuméroté par L 2007-05-02/31, art. 49, 028; En vigueur : 22-06-2007>

(1)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (2)<L 2017-11-21/08, art. 125, 082; En vigueur : 03-01-2018>

Art. 120. [Inserted by L 2002-08-02/65, art. 2; In force: indefinite] § 1. An appeal may be lodged with the [2 Cour des marchés]2 by companies seeking recognition or maintenance of the status of Belgian regulated market, as well as by the [1 FSMA]1, against decisions taken by the Minister under [3 Article 7, § 1 and Articles 80 and 81, § 1, 4° of the Law of 21 November 2017] or when the Minister has not ruled within the time limits set under Article 7, § 1, paragraph 5. <AR 2003-03-25/34, art. 1, 004 In force: 01-01-2004> [3 An appeal is also open before the Cour des marchés to market operators, against decisions of the FSMA taken under Article 81, § 1, 2° and 3° of the Law of 21 November 2017.]3 § 2. The appeals referred to in § 1 must be filed under penalty of forfeiture within 30 days of the notification of the decision or the expiry of the set time limit. § 3. The appeals referred to in § 1 must be filed, under penalty of inadmissibility pronounced ex officio, by a petition signed and filed with the registry of the Brussels Court of Appeal in as many copies as there are parties to the case. Under penalty of inadmissibility, the petition must contain:
1° the indication of the day, month, and year; 2° if the petitioner is a natural person, their name, first name, and domicile; if the petitioner is a legal entity, its name, form, registered office, and the body representing it; 3° the reference to the decision subject to the appeal; 4° the statement of grounds; 5° the indication of the place, day, and time for the hearing fixed by the registry of the Brussels Court of Appeal; 6° the inventory of supporting documents and papers submitted to the registry together with the petition. The petition is notified by the registry of the Brussels Court of Appeal to all parties called to the case by the petitioner. At any time, the [2 Cour des marchés]2 may ex officio call any other persons whose situation may be affected by the decision to be made on the appeal. [2 Cour des marchés]2 sets the time limit within which the parties must communicate their written observations and file a copy with the registry. It also sets the date of the hearings. The parties may each file their written observations with the registry of the Brussels Court of Appeal and consult the file at the registry without appearing in person. The [2 Cour des marchés]2 sets the time limits for submitting these observations. They are brought to the attention of the parties by the registry. § 4. The registry of the Brussels Court of Appeal requests the Minister's secretariat, within 5 days of the case being entered on the roll, to send the case file. The transmission is carried out within 5 days of receipt of the request. § 5. Unless circumstances are duly justified, the [2 Cour des marchés]2 rules within a period of 60 days from the filing of the petition referred to in § 3. § 6. The appeals referred to in § 1 are not suspensive. However, the [2 Cour des marchés]2, seized of such an appeal, may before ruling on the merits, order the suspension of the execution of the Minister's decision when the applicant invokes serious grounds likely to justify the reform of the decision and when the immediate execution thereof risks causing serious and difficult-to-repair damage. The court rules on the suspension request as a matter of urgency.

(NOTE: Entry into force of Article 120 set at 01-06-2003 by Royal Decree 2003-04-04/53, art. 1, as regards appeal routes against decisions taken by the Minister, by the [1 FSMA]1, by the OCA and by market companies and as regards the intervention of the [1 FSMA]1 and the OCA before criminal courts) <AR 2003-03-25/34, art. 1, 002; In force: 01-01-2004>) ---------- (1)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011> (2)<L 2016-12-25/14, art. 111, 077; En vigueur : 09-01-2017> (3)<L 2017-11-21/08, art. 126, 082; En vigueur : 03-01-2018>

Art. 121. [Inserted by L 2002-08-02/65, art. 2; In force: indefinite] § 1. An appeal may be lodged with the [16 Cour des marchés]16 against decisions of the [[5 FSMA]5] in the following cases: <AR 2003-03-25/34, art. 1, 003; In force: 01-01-2004> 1° [25 against any decision subject to appeal taken under the provisions of the Law of 11 July 2018 on public offers of investment instruments and admissions of investment instruments to trading on regulated markets and its implementing decrees or Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, and the delegated acts adopted pursuant thereto [28 or of Regulation (EU) 2023/2631 of the European Parliament and of the Council of 22 November 2023 on European green bonds and on optional disclosure of sustainability information for bonds marketed as environmentally sustainable bonds and for bonds linked to sustainability, and the delegated acts adopted pursuant thereto]28;]25 2° [against any decision, subject to appeal, taken under the provisions of the Law of 1 April 2007 on public takeover bids and its implementing decrees;] <L 2007-04-01/46, art. 3, 2°, 025; In force: 06-05-2007> 3° [against any decision taken under Article 10 of this Law and its implementing measures, and against any decision taken under Article 34, § 2 of this Law or under Article 23, § 2, 7° and 8° of the Law of 2 May 2007 on the disclosure of major shareholdings;] <L 2007-05-23/32, art. 4, 1°, 030; In force: 22-06-2007> 4° against any decision imposing a periodic penalty payment or an administrative fine, taken under Article 36, § 1, paragraph 2, 2°, or § 2 of this Law, (Articles 36, § 4, or 37 of the Law of 1 April 2007 on public takeover bids), [17 Book IV, Title 3, Chapter 1, and Article 79, §§ 1 to 3 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]17, [4 Article 58quater, § 2 of the Programme Law (I) of 24 December 2002]4 of [13 Article 69, § 1, paragraph 2, or § 2 of the Law of 25 October 2016]13, [20 Articles 314, § 1, 1°, 315, § 1, 1°, and 319, §§ 1 and 2 of the Law of 4 April 2014 on insurance]20, [4 Article 49quater, § 2 of the Law of 28 April 2003 on supplementary pensions and the tax regime thereof and certain supplementary benefits in social security,]4 [21 Article 150 of the Law of 27 October 2006 on the supervision of professional retirement institutions,]21 [12 ...]12 [6 [9 Articles 110, 115, 151, 155, § 3, 165, § 1, paragraph 1 and § 2, 166, § 3 and 255 of the Law of 3 August 2012 on collective investment undertakings meeting the conditions of Directive 2009/65/EC and on loan securitisation undertakings]9]6 [9 , Articles 362 and 365 of the Law of 19 April 2014 on alternative investment funds and their managers]9 [2 , Article 22, § 1, or Article 23, § 1 of the Law of 22 March 2006 on the intermediation in banking and investment services and the distribution of financial instruments,]2 [4 ...]4 [7 Article 38 or Article 39 of the Law of 25 April 2014 on the status and supervision of independent financial planners and the provision of financial planning advice by regulated companies]7 [10 Articles XV.
31/3 or XV.66 of Book XV of the Code of Economic Law]10 [18 , Article 79 of the Law of 21 November 2017,]18 [15 , [26 Article 8, §§ 2 and 3 of the Law of 18 December 2016 organising the recognition and supervision of crowdfunding and laying down various provisions in the field of finance]26]15 [19 , [23 Article 46, §§ 2 and 3 of the Law of 15 May 2014]23 laying down various provisions, [23 Article 14, §§ 2 and 3 of the Law of 18 February 2018]23 laying down various provisions on supplementary pensions and establishing a supplementary pension for self-employed natural persons, for assisting spouses and for assisting self-employed persons]19 [22 , Article 18, §§ 2 and 3 of the Law of 6 December 2018 establishing a supplementary free pension for employed workers and laying down various provisions on supplementary pensions]22 [27 , Article 30 of the Law of 20 December 2024 transposing Directive (EU) 2021/2167 of the European Parliament and of the Council of 24 November 2021 on credit servicers and credit purchasers, and amending Directives 2008/48/EC and 2014/17/EU]27 as well as under any other legal provision that would give the [[5 FSMA]5] the competence to impose a periodic penalty payment or an administrative fine. <AR 2003-03-25/34, art. 1 et 20, 004; In force: 01-01-2004> <L 2004-07-22/40, art. 3, 014; In force: 09-03-2005> <L 2006-02-22/38, art. 3, 018; In force: 15-03-2006> <L 2007-04-01/46, art.
3, 3°, 025; In force: 06-05-2007> [14 4bis°. against any decision of the FSMA taken under Article 59, § 1, 8° of the Law on the organisation and supervision of the audit profession and against any decision of the FSMA taken under Article 59, § 1, 1° to 7° of [24 the Law of 7 December 2016 on the organisation]24 of the profession and public supervision of the audit profession when these measures are pronounced simultaneously, for the same facts and against the same persons as an administrative fine referred to in Article 59, § 1, 8° of the Law on the organisation of the profession and public supervision of the audit profession;]14 (5° against any decision subject to appeal taken under [6 Articles 68, 69, paragraph 2, 155, § 1, paragraph 3, 165, § 1, paragraph 1 and [9 166, § 1 of the Law of 3 August 2012 on collective investment undertakings meeting the conditions of Directive 2009/65/EC and on loan securitisation undertakings]9]6 [9 and Articles 232, 233, paragraph 2 and 267, paragraph 1 of the Law of 19 April 2014 on alternative investment funds and their managers]9.) <L 2004-07-22/40, art. 4, 014; In force: 09-03-2005> When the [5 FSMA]5 is required to rule and, upon expiry of a period of 45 days, starting from the notice to rule notified to it by an interested party, no decision has been made, the silence of the [5 FSMA]5 is deemed to constitute a decision of rejection subject to appeal. This provision does not prejudice special provisions that establish a different time limit or attach different effects to the silence of the [5 FSMA]5. <AR 2003-03-25/34, art. 1, 004; In force: 01-01-2004> (6° against any decision taken under Article 82, 1° and 3° of this Law.) <L 2007-05-23/32, art. 4, 2°, 030; In force: 22-06-2007> § 2. Without prejudice to more restrictive special provisions provided for by or under the law, the appeals
referred to in § 1 are open to the parties involved before the [5 FSMA]5 as well as to any person justifying an interest. [14 Without prejudice to special provisions provided for by or under the law, the time limit for appeal, prescribed under penalty of nullity, is 15 days for the appeals referred to in § 1, 1° to 3°. It is 30 days for the appeals referred to in § 1, 4° and 4bis°.]14 The time limit for appeal runs from the notification of the decision challenged for persons who have received this notification and from the date on which this decision was published or became known to them, for other interested persons. When the [5 FSMA]5 has not ruled within the time limit fixed by or under the law, the time limit runs from the expiry of this time limit. <AR 2003-03-25/34, art. 1, 004; In force: 01-01-2004> [3 Paragraphs 4 and 5 repealed.]3 § 3. Article 120, § 3, is applicable to the appeals referred to in § 1. § 4. The registry of the Brussels Court of Appeal requests the [5 FSMA]5 to send the case file, within 5 days of the case being entered on the roll. The transmission is carried out within 5 days of receipt of the request. <AR 2003-03-25/34, art. 1, 004; In force: 01-01-2004> § 5. Unless circumstances are duly justified, the [16 Cour des marchés]16 rules, on the appeals referred to in § 1, 1° to 3°, within a period of 60 days from the filing of the request. § 6. [14 The appeals referred to in § 1, 4° and 4bis° are suspensive of the decision subject to the appeal. The suspensive effect of the appeal is limited to the recovery of the periodic penalty payment or the administrative fine. The suspensive effect does not prevent the periodic penalty payment from being incurred and does not prevent publication from taking place in accordance with the applicable legal provisions. The appeals referred to in § 1, 1°, 2°, 3° and 6°, are not suspensive of the decision subject to the appeal, except for the exceptions provided for by or under the law. However, the [16 Cour des marchés]16 may, before ruling on the merits, order the suspension of the execution of the decision subject to the appeal when the applicant invokes serious grounds likely to justify the reform of the decision and when the immediate execution thereof risks causing serious and difficult-to-repair damage. The court rules on the suspension request as a matter of urgency.]14

(NOTE : Entry into force of Article 121 set at 01-06-2003 by Royal Decree 2003-04-04/53, art. 1, as regards the remedies against decisions taken by the Minister, by the [[5 FSMA]5], by the OCA and by the market operators and as regards the intervention of the [[5 FSMA]5] and the OCA before the criminal courts) <AR 2003-03-25/34, art. 1, 002; Entry into force: 01-01-2004>) ---------- (1)<L 2009-02-16/37, art. 2, 031; Entry into force: 26-03-2009> (2)<L 2009-12-22/27, art. 2, 038; Entry into force: 01-11-2009> (3)<L 2010-07-02/17, art. 24, 042; Entry into force: 26-10-2010> (4)<AR 2011-03-03/01, art. 244, 045; Entry into force: 01-04-2011> (5)<AR 2011-03-03/01, art. 331, 045; Entry into force: 01-04-2011> (6)<AR 2012-11-12/05, art. 226, 049; Entry into force: 10-12-2012> (7)<L 2014-04-24/51, art. 2, 057; Entry into force: 01-11-2014> (8)<L 2014-04-25/59, art. 48, 058; Entry into force: 06-06-2014> (9)<L 2014-04-10/79, art. 6, 060; Entry into force: 27-06-2014> (10)<L 2014-04-19/38, art. 2, 064; Entry into force: 01-11-2015 (AR 2014-04-19/40, art. 4; modified by AR 2015-06-28/02, art. 3)> (11)<L 2016-03-13/07, art. 708, 067; Entry into force: 23-03-2016; see also art. 756> (12)<L 2016-06-29/01, art. 58, 071; Entry into force: 16-07-2016> (13)<L 2016-10-25/04, art. 134, 072; Entry into force: 28-11-2016> (14)<L 2016-12-07/02, art. 91, 074; Entry into force: 31-12-2016> (15)<L 2016-12-18/01, art. 40, 075; Entry into force: 01-02-2017> (16)<L
2016-12-25/14, art. 111, 077; Entry into force: 09-01-2017> (17)<L 2017-09-18/06, art. 167, 081; Entry into force: 16-10-2017> (18)<L 2017-11-21/08, art. 127, 082; Entry into force: 03-01-2018> (19)<L 2018-02-18/07, art. 26, 086; Entry into force: 30-06-2018> (20)<L 2018-12-06/11, art. 8, 093; Entry into force: 28-12-2018> (21)<L 2019-01-11/05, art. 159, 094; Entry into force: 13-01-2019> (22)<L 2018-12-06/23, art. 28, 096; Entry into force: 27-03-2019> (23)<L 2018-12-06/23, art. 42, 096; Entry into force: 27-03-2019> (24)<L 2019-05-02/25, art. 138, 099; Entry into force: 31-05-2019> (25)<L 2018-07-11/06, art. 41, 087; Entry into force: 21-07-2019> (26)<L 2022-02-23/09, art. 5, 107; Entry into force: 04-04-2022> (27)<L 2024-12-20/49, art. 35, 119; Entry into force: 24-01-2025> (28)<L 2025-03-25/05, art. 14, 120; Entry into force: 08-05-2025>

Art. 122. Inserted by L 2002-08-02/65, art. 2; In force: indefinite > An appeal to the Council of State is available, according to an expedited procedure determined by the King:

1° [4 ...]4

2° by the investment undertaking, against refusals of approval or acceptance decided by the [6 FSMA]6 pursuant to Article 120, § 2, 1°, 2° and 3°, of the aforementioned Law of 4 December 1990; <AR 2003-03-25/34, art. 1, 004; In force: 01-01-2004>

3° by the investment undertaking, against decisions taken by the [[6 FSMA]6] pursuant to Article 134, paragraph 2, 2° and 5°, Article 139 and Article 141, § 3, of the aforementioned Law of 4 December 1990. The appeal suspends the execution of the decision unless the [[6 FSMA]6] decides otherwise in case of serious peril to creditors or participants; <AR 2003-03-25/34, art. 1, 004; In force: 01-01-2004>

4° [4 ...]4

5° [4 ...]4

6° [4 ...]4

7° by the applicant, against decisions taken by the [[6 FSMA]6] regarding approval [14 pursuant to Articles 18 and 19 of the Law of 25 October 2016. A same appeal is available to the applicant when the FSMA has not ruled within the time limits set in the first paragraph of Article 18 aforementioned]14. In this latter case, the appeal is treated as if the application had been rejected; <AR 2003-03-25/34, art. 1, 004; In force: 01-01-2004>

8° [4 to the investment undertaking, against decisions of the FSMA taken [14 pursuant to Article 64, § 1, first paragraph, 1° to 6° of the Law of 25 October 2016]14 or decrees referring to it. The appeal suspends the decision and its publication unless, due to serious peril to investors, the FSMA has declared its decision enforceable despite the appeal;]4

9° [4 ...]4

10° by the applicant for registration and the company concerned, against decisions of the [6 FSMA]6 refusing registration and suspending or revoking registration, taken pursuant to [14 Article 103 of the Law of 25 October 2016]14 and its implementing measures. The appeal suspends the decision unless the [6 FSMA]6 has, for serious reasons, declared that its decision is enforceable despite the appeal; <AR 2003-03-25/34, art. 1, 004; In force: 01-01-2004>

[4 11° ...]4

12° [12 to the insurance undertaking against decisions requesting extension of information taken by the FSMA pursuant to the [22 Article 304, § 3, of the Law of 4 April 2014 on insurance]22;]12

[13 12°/1 to the insurance undertaking, against decisions of the FSMA taken pursuant to the [22 Article 307, § 2, of the aforementioned Law of 4 April 2014]22;]13

13° [4 ...]4

14° [4 ...]4

15° [4 ...]4

16° [4 ...]4

17° [11 ...]11

18° [11 ...]11

19° [22 to the insurance intermediary, the ancillary insurance intermediary or the reinsurance intermediary]22, against decisions of inscription or refusal of inscription in a category of the [22 registers of insurance intermediaries and ancillary insurance intermediaries or the register of reinsurance intermediaries]22 (deletion, prohibition of activities, suspension, modification of inscription, and warning, as well as against decisions resulting in the automatic loss of inscription), taken by the [6 FSMA]6 pursuant to the [22 Articles 259, 268 and 311 of the aforementioned Law of 4 April 2014]22]. <AR 2003-03-25/34, art. 23, 004; In force: 01-01-2004> <L 2006-02-22/38, art. 4, 1° 4°, 018; In force: 15-03-2006>

[4 20° ...]4

[7 21° by the applicant, against the refusal of inscription decided by the FSMA pursuant to Article 32 of [9 the Law of 3 August 2012 on collective investment undertakings meeting the conditions of Directive 2009/65/CE and on loan collective investment undertakings]9 or when the FSMA has not ruled within a period of three months from the submission of a complete file. In this latter case, the application for inscription is deemed rejected. A same appeal is available to the investment undertaking against the refusal of inscription decided by the FSMA pursuant to Article 162, § 2, second paragraph, of the aforementioned Law of 3 August 2012;

22° to the collective investment undertaking, against refusals of approval, refusals of endorsement or refusals of acceptance decided by the FSMA pursuant to Articles 34, 36, first paragraph, 45, first paragraph, 47, second paragraph, or 51, fourth paragraph, of the aforementioned Law of 3 August 2012, or when the FSMA has not ruled within a period of three months from the submission of a complete file. In this latter case, the application for approval, endorsement or acceptance is deemed rejected;

23° to the collective investment undertaking, against decisions of the FSMA taken pursuant to Article 111, § 1, second paragraph, 3° and 6°, Article 157 and Article 164 of the aforementioned Law of 3 August 2012. The appeal suspends the execution of the decision unless the FSMA decides otherwise in case of serious peril to creditors or participants;

24° by the applicant, against decisions taken by the FSMA regarding approval pursuant to Articles 191 and 192 of the aforementioned Law of 3 August 2012. A same appeal is available to the applicant when the FSMA has not ruled within the time limits set in the first paragraph of Article 191 aforementioned. In this latter case, the appeal is treated as if the application had been rejected;

25° to the management company of collective investment undertakings, against decisions of the FSMA taken pursuant to the third paragraph of Article 227 of the aforementioned Law of 3 August 2012;]7

[9 26° [9 to the management company of collective investment undertakings, against decisions of the FSMA taken pursuant to Article 250, § 1, second paragraph, 1°, 2°, 3°, 4° and 5° of the aforementioned Law of 3 August 2012 or decrees referring to it. A same appeal is available against decisions of the FSMA taken pursuant to § 1, 1°, of Article 250 aforementioned, or decrees referring to it, when the FSMA has notified the management company that it will publish these decisions. The appeal suspends the decision and its publication unless, due to serious peril to investors, the FSMA has declared its decision enforceable despite the appeal;]9]4

[9 26°/1 by the applicant, against the refusal of inscription decided by the FSMA pursuant to Article 199 of the Law of 19 April 2014 on alternative investment funds and their managers, or when the FSMA has not ruled within the time limits referred to in said Article 199. In this latter case, the application for inscription is deemed rejected. A same appeal is available to the investment undertaking against the refusal of inscription decided by the FSMA pursuant to Article 259, § 2, second paragraph, of the aforementioned Law of 19 April 2014;

26°/2 to the AIF, against refusals of approval, refusals of endorsement or refusals of acceptance decided by the FSMA pursuant to Articles 201, 203, first paragraph, 211, first paragraph or 213, second paragraph of the Law of 19 April 2014, or when the FSMA has not ruled within a period of three months from the submission of a complete file. In this latter case, the application for approval, endorsement or acceptance is deemed rejected;

26°/3 to the AIF, against decisions of the FSMA taken pursuant to Article 360, § 1, second paragraph, 1°, iii) and vi) of the aforementioned Law of 19 April 2014. The appeal suspends the execution of the decision unless the FSMA decides otherwise in case of serious peril to creditors or participants;

26°/4 by the applicant, against decisions taken by the FSMA regarding approval pursuant to Articles 16, 137, § 2, second paragraph, 139, § 1 and 140, §§ 1 and 2 of the aforementioned Law of 19 April 2014. A same appeal is available to the applicant when the FSMA has not ruled within the time limit set in Article 16, § 1, first paragraph. In this latter case, the appeal is treated as if the application had been rejected;

26°/5 by the applicant, against decisions taken by the FSMA regarding approval pursuant to Article 310 or 334 of the aforementioned Law of 19 April 2014. A same appeal is available to the applicant when the FSMA has not ruled within the time limits set in the first paragraph of Article 310 aforementioned. In this latter case, the appeal is treated as if the application had been rejected;

26°/6 to the management company of AIFs, against decisions of the FSMA taken pursuant to Article 360, § 1, second paragraph, 2°, ii), iii), iv), v) of the aforementioned Law of 19 April 2014 or decrees referring to it. A same appeal is available against decisions of the FSMA taken pursuant to Article 360, § 1, second paragraph, 1° aforementioned, or decrees referring to it when the FSMA has notified the management company that it will publish these decisions. The appeal suspends the decision and its publication unless, due to serious peril to investors, the FSMA has declared its decision enforceable despite the appeal;]9

[27° to the undertaking and legal entity referred to in Article [4 58quater, § 1]4 of the Programme Law (I) of 24 December 2002, against measures taken by the [6 FSMA]6 pursuant to this same article;

28° to the undertaking, the organizer and the legal entity referred to in Article [4 49quater, § 1]4 of the Law of 28 April 2003 on supplementary pensions and the tax regime thereof and on certain social security benefits, against measures taken by the [6 FSMA]6 pursuant to this same article;

29° by the applicant for approval, against refusals of approval taken by the [6 FSMA]6 pursuant to Article 56 of the Law of 27 October 2006 on the control of professional pension institutions. [19 A same appeal is available when the FSMA has not ruled within the time limits set in the second paragraph of Article 56 aforementioned. In this latter case, the appeal is treated as if the application had been rejected]19

30° [19 to the professional pension institution, against decisions taken by the FSMA pursuant to Article 65, second paragraph, of the aforementioned Law of 27 October 2006. A same appeal is available when the FSMA has not ruled within the time limit set in the second paragraph of Article 65 aforementioned. In this latter case, the appeal is treated as if the application had been rejected;]19

[19 30/1° to the professional pension institution, against refusals of authorization for transfer taken by the FSMA pursuant to Article 69/4, fifth paragraph, of the aforementioned Law of 27 October 2006. A same appeal is available when the FSMA has not ruled within the time limit set in the fifth paragraph of Article 69/4 aforementioned. In this latter case, the appeal is treated as if the application for authorization had been rejected;]19

31° [19 to the professional pension institution, against measures taken by the FSMA pursuant to Articles 110 to 120, 123, second paragraph, 1° to 6°, and 124 to 127 of the aforementioned Law of 27 October 2006;]19

32° to the professional pension institution, against measures of revocation of approval taken by the [6 FSMA]6 pursuant to [19 Articles 123, second paragraph, 7°, and 130]19 of the aforementioned Law of 27 October 2006;

[19 32/1° to the professional pension institution, against refusals of agreement for a transfer taken by the FSMA pursuant to Article 146, § 1, fourth paragraph, of the aforementioned Law of 27 October 2006. A same appeal is available when the FSMA has not ruled within the time limit set in the fourth paragraph of Article 146, § 1, aforementioned. In this latter case, the appeal is treated as if the application for agreement had been rejected;]19

33° to the professional pension institution, against measures taken by the [6 FSMA]6 pursuant to [19 Articles 148 and 149, § 2]19 of the aforementioned Law of 27 October 2006.) <L 2006-10-27/37, art. 186, 2°, 023; In force: 01-01-2007>

[4 34° ...]4

[4 35° ...]4

[4 36° ...]4

[4 37° ...]4

[4 38° ...]4

[2 39° to the intermediary in banking services and investment services, against decisions of inscription or refusal of inscription in a category of the register of intermediaries in banking services and investment services, deletion, prohibition of exercise of activities, suspension, modification of inscription and formal notice, as well as against decisions resulting in the automatic deletion of the inscription, taken by the [6 FSMA]6 pursuant to Articles 7, § 2, and 18 of the Law of 22 March 2006 on intermediation in banking services and investment services and on the distribution of financial instruments;]2

[4 40° ...]4

[4 41° ...]4

[4 42° ...]4

[4 43° ...]4

[4 44° to the regulated undertaking [18 , the central securities depository, the entity supporting a central securities depository, the depositary bank, the central counterparty]18 or the insurance undertaking, against decisions taken by the FSMA pursuant to Article 36bis, § 2;]4

[8 45° by the applicant against the refusal of approval as an independent financial planner, knowing that the absence of a decision by the FSMA within the prescribed period is assimilated to a refusal of approval, as well as against any decision taken by the FSMA pursuant to Articles 16, 17, 21, 34, 36 or 37 of the Law of 25 April 2014 on the status and control of independent financial planners and on the provision of financial planning advice by regulated undertakings; the appeal against decisions taken pursuant to these articles is suspensive, unless the FSMA has, for serious reasons, declared that its decision is enforceable despite the appeal;]8

45° to the applicant, against refusals of approval or refusals of authorization decided by the FSMA under Article 9, § 3, or 12, § 2, of the Law of 12 May 2014 on regulated real estate companies, or when the FSMA has not ruled within a period of three months or two months respectively from the submission of a complete file. In the latter case, the request for approval or authorization is deemed rejected; 46° to the regulated real estate company, against decisions taken by the FSMA under Article 64, § 1, paragraph 2, 3° and 6°, of the aforementioned Law of 12 May 2014. The appeal suspends the execution of the decision unless the FSMA decides otherwise in case of serious peril to creditors or shareholders. 46° to the applicant for approval, against decisions taken by the FSMA regarding approval under Article VII.160, § 6, paragraph 1, of Book VII of the Code of Economic Law. An appeal is also available when the FSMA has not ruled within the time limits set in paragraph 1 of the aforementioned Article VII.160, § 6; in the latter case, the appeal is treated as if the request had been rejected; 47° to the lender, against decisions taken by the FSMA under Articles XV.67, XV.67/1, § 1, paragraph 2, 1° to 4°, and XV.67/3, § 1, paragraph 2, of Book XV, and VII.174, § 6, paragraph 2, of Book VII of the Code of Economic Law; 48° to the lender, against decisions taken by the FSMA, based on a notification from the SPF Economy, under Articles XV.67/1, § 5, paragraph 1, and XV.67/3, § 2, paragraph 2, of Book XV of the Code of Economic Law; this appeal is directed jointly against the FSMA and the SPF Economy; 49° to the applicant for registration, against decisions of the FSMA taken under Articles VII.182, § 3, and VII.188, § 3, of Book VII of the Code of Economic Law. An appeal is also available when the FSMA has not ruled within the time limits set in these provisions; in the latter case, the appeal is treated as if the request had been rejected; 50° to the credit intermediary, against decisions of the FSMA taken under Articles XV.67, and XV.67/2, § 1, paragraphs 2 and 3, and XV.68, § 1, paragraph 2, of Book XV of the Code of Economic Law; 51° to the credit intermediary, against decisions of the FSMA taken, based on a notification from the SPF Economy, under Article XV.67/2, § 3 and XV.68, § 3, 1°, of Book XV of the Code of Economic Law; this appeal is directed jointly against the FSMA and the SPF Economy; 52° to the applicant against the refusal of approval as a crowdfunding service provider, knowing that the absence of a decision by the FSMA within six months of the submission of a complete file is assimilated to a refusal of approval, as well as against any decision taken by the FSMA under Article 17, paragraph 1 of Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for businesses, and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937; the appeal against
decisions taken under these articles is suspensive, unless the FSMA has, for serious reasons, declared that its decision is enforceable notwithstanding the appeal; 53° ... 54° ... 55° to the body and the organizer referred to in Article 46, § 1, of the Law of 15 May 2014 laying down various provisions, against measures taken by the FSMA under this same article; 56° to the pension fund and the persons referred to in Article 13, paragraph 3, of the Law of 18 February 2018 laying down various provisions in the field of supplementary pensions and establishing a supplementary pension for self-employed workers, natural persons, for assisting spouses and for independent assistants, against measures taken by the FSMA under Article 14 of the aforementioned Law; 57° to the pension fund, the employer and the persons referred to in Article 17, paragraph 3, of the Law of 6 December 2018 establishing a free supplementary pension for salaried workers and laying down various provisions in the field of supplementary pensions, against measures taken by the FSMA under Article 18 of the aforementioned Law.

(NOTE: Entry into force of Article 122 set at 01-06-2003 by Royal Decree 2003-04-04/53%, art. 1, as regards appeal routes against decisions taken by the Minister, by the FSMA, by the OCA and by market operators and as regards the intervention of the FSMA and the OCA before criminal courts) <Royal Decree 2003-03-25/34, art. 1, 002; Enforced: 01-01-2004> ---------- (1) Law 2009-02-16/37, art. 3, 031; Enforced: 26-03-2009 (2) Law 2009-12-22/27, art. 3, 038; Enforced: 01-11-2009 (3) Law 2010-07-02/17, art. 25, 042; Enforced: 26-10-2010 (4) Royal Decree 2011-03-03/01, art. 245 and 331, 045; Enforced: 01-04-2011 (6) Royal Decree 2011-03-03/01, art. 331, 045; Enforced: 01-04-2011 (7) Law 2013-07-31/03, art. 5, 052; Enforced: 09-09-2013 (8) Law 2014-04-24/51, art. 3, 057; Enforced: 01-11-2014 (9) Law 2014-04-10/79, art. 7, 060; Enforced: 27-06-2014 (10) Law 2014-05-12/18, art. 82, 062; Enforced: 16-07-2014 (Royal Decree 2014-07-13/01, art. 33) (11) Law 2014-04-19/38, art. 3, 064; Enforced: 01-11-2015 (Royal Decree 2014-04-19/40, art. 4; modified by Royal Decree 2015-06-28/02, art. 3) (12) Law 2016-03-25/08, art. 4, 068; Enforced: 06-04-2016 (13) Law 2016-06-29/01, art. 59, 071; Enforced: 16-07-2016 (14) Law 2016-11-21/04, art. 2, 073; Enforced: 28-11-2016 (15) Law 2017-04-18/04, art. 2, 079; Enforced: 30-12-2016 (16) Law 2017-12-17/15, art. 3, 084; Enforced: 07-01-2018 (17) Law 2018-02-18/07, art. 27, 086; Enforced: 30-06-2018 (18) Law 2018-09-05/03, art. 3, 090; Enforced: 22-09-2018 (19) Law 2019-01-11/05, art. 160, 094; Enforced: 13-01-2019 (20) Law 2018-12-06/23, art. 43, 096; Enforced: 30-06-2018 (21) Law 2018-12-06/23, art. 29, 096; Enforced: 27-03-2019 (22) Law 2019-05-05/06, art. 3, 098; Enforced: 27-05-2019 (23) Law 2021-07-21/05, art. 3, 106; Enforced: 13-08-2021 (24) Law 2022-03-09/10, art. 2, 108; Enforced: 04-04-2022

Art. 123. An appeal to the Market Court is open to the issuer, to the person who requested the admission of the financial instrument, as well as to the FSMA, against decisions taken by the market operator, under Articles 25 and 26 of the Law of 21 November 2017, regarding the admission, suspension or delisting of financial instruments, to the listing or to trading on a regulated Belgian market. <Royal Decree 2003-03-25/34, art. 1, 004; Enforced: 01-01-2004> § 2. ... § 3. The appeals referred to in §§ 1 and 2 must be lodged under penalty of forfeiture within 30 days of the notification of the decision. § 4. Article 120, § 3, is applicable to the appeals referred to in §§ 1 and 2. § 5. The registry of the Court of Appeal of Brussels requests the market operator ..., within 5 days of the registration of the case on the roll, the sending of the file of the procedure. The transmission is carried out within 5 days of the receipt of the request. § 6. Unless duly motivated circumstances and unless it concerns an appeal against a decision imposing a penalty payment or an administrative fine, the Market Court rules within a period of 60 days from the introduction of the request. § 7. The appeals referred to in §§ 1 and 2 are not suspensive .... However, the Market Court, seized of such an appeal, may before ruling on the merits, order the suspension of the execution of the decision of the market operator when the applicant invokes serious grounds likely to justify the reform of the decision and when the immediate execution of the latter risks causing serious and difficult-to-repair damage. The court rules on the request for suspension in all circumstances.

(NOTE: Entry into force of Article 123 set at 01-06-2003 by Royal Decree 2003-04-04/53, art. 1, as regards appeal routes against decisions taken by the Minister, by the FSMA, by the OCA and by market operators and as regards the intervention of the FSMA and the OCA before criminal courts) <Royal Decree 2003-03-25/34, art. 1, 002; Enforced: 01-01-2004> ---------- (1) Royal Decree 2011-03-03/01, art. 246, 045; Enforced: 01-04-2012, see Royal Decree 2012-03-19/11, art. 10, paragraph 1, 1°) (2) Royal Decree 2011-03-03/01, art. 331, 045; Enforced: 01-04-2011 (3) Law 2016-12-25/14, art. 111, 077; Enforced: 09-01-2017 (4) Law 2017-11-21/08, art. 128, 082; Enforced: 03-01-2018

Art. 124. For the purpose of requesting the application of criminal law, the FSMA is authorized to intervene in any state of the case before the criminal court seized of an offense punishable by this law or by a law that entrusts the FSMA with the control of compliance with its provisions, without the FSMA having to justify damage. The intervention follows the rules applicable to the civil party.<Royal Decree 2003-03-14/31, art. 1, 004; Enforced: 01-03-2003>

(NOTE: Entry into force of Article 124 set at 01-06-2003 by Royal Decree 2003-04-04/53, art. 1, as regards appeal routes against decisions taken by the Minister, by the FSMA, by the OCA and by market operators and as regards the intervention of the FSMA and the OCA before criminal courts) <Royal Decree 2003-03-25/34, art. 1, 002; Enforced: 01-01-2004> ---------- (1) Royal Decree 2011-03-03/01, art. 331, 045; Enforced: 01-04-2011

Art. 125. The President of the Enterprise Court establishes the existence and orders the cessation of an act or activity, even if criminally punishable, which:
1° is referred to in Article 86bis;
2° constitutes an offense under the Law of 3 August 2012 on certain forms of collective management of investment portfolios, the Law of 19 April 2014 on alternative investment funds and their managers, the Law of 11 July 2018 on public offers of investment instruments and the admission of investment instruments to trading on regulated markets, Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 concerning the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/CE, or the Law of 1 April 2007 on public takeover bids, or to the provisions taken in implementation of these laws, or disregards decisions of the FSMA taken on the basis of the aforementioned laws; 3° constitutes an offense, by companies or persons referred to in Article 45, § 1, paragraph 1, 2° or 3°, of the rules referred to in Article 45, § 1, paragraph 1, 3°, or § 2; 4° is, for the purpose of protecting public savings or users of financial products or services, reserved for specific persons or subject to specific conditions, and is qualified by the King, on the advice of the FSMA, as an act or activity whose cessation may be ordered under this article. He may order the prohibition of these acts or activities when they have not yet begun, but are imminent. He may grant the offender a period to end the infringement, when the nature of the infringement requires it. He may grant the lifting of the cessation when the infringement has been ended. The President of the Enterprise Court is not competent when the Market Court is exclusively competent by application of Article 41 of the Law of 1 April 2007 on public takeover bids. ---------- (1) Inserted by Law 2013-07-31/03, art. 7, 052; Enforced: 09-09-2013 (2) Law 2016-12-25/14, art. 111, 077; Enforced: 09-01-2017 (3) Law 2018-07-11/06, art. 42,1°, 087; Enforced: 30-07-2018 (4) Law 2018-07-11/06, art. 42,2°-42,3°, 087; Enforced: 21-07-2019 (5) Law 2018-04-15/14, art. 252, 100; Enforced: 01-11-2018 (6) Law 2025-12-11/13, art. 74, 123; Enforced: 03-01-2026

Art. 126. When the infringement concerns an advertisement or publication, the action for cessation may be brought against the person who took the initiative of the advertisement or publication in question.
However, when the person who took the initiative is not domiciled in Belgium and has not designated a responsible person domiciled in Belgium, the action for cessation may also be brought against:

the publisher of the written advertisement or publication or the producer of the audiovisual advertisement or publication;
the printer or the director, if the publisher or producer do not have their domicile in Belgium and have not designated a responsible person domiciled in Belgium;
the distributor and any person who knowingly contributes to the advertisement or publication producing its effect, if the printer or director do not have their domicile in Belgium and have not designated a responsible person domiciled in Belgium.

(1) Inserted by Law 2013-07-31/03, art. 8, 052; Enforced: 09-09-2013

Art. 127.[1 § 1st. The action based on Article 125, first paragraph, 1°, is brought at the request of:
1° the FSMA;
2° the Minister responsible for Finance, the Minister responsible for the Economy, the Minister responsible for Pensions, or the Minister responsible for Consumer Protection; 3° the interested parties; 4° an association whose purpose is the defense of consumer interests and which has legal personality, provided that it is represented [2 on the Special Consultative Commission for Consumption ]2; 5° a professional or interprofessional group having legal personality. [3 ...]3 The associations and groups referred to in 4° and 5° may take legal action to defend their collectively defined statutory interests. § 2. The action based on Article 125, first paragraph, 2°, 3° or 4°, is brought exclusively at the request of the FSMA. § 3. The action based on Article 125 can no longer be brought one year after the facts on which the claim is based have ended.]1 ---------- (1)<Inséré par L 2013-07-31/03, art. 9, 052; En vigueur : 09-09-2013> (2)<AR 2017-12-13/14, art. 11,5°, 085; En vigueur : 01-01-2018> (3)<L 2018-12-21/09, art. 147, 095; En vigueur : 10-01-2019>

Art. 128. [1 § 1st. The presiding judge may, at any stage of the proceedings, request the opinion of the FSMA, unless the action has been brought by the FSMA.
The presiding judge may, at any stage of the proceedings, request the opinion of the Bank, if the following conditions are met:
1° the injunction action has been brought against an institution referred to in Article 36/2 of the Bank's organic law or the injunction action concerns the exercise of activities reserved for institutions referred to in that provision; and 2° the injunction action has been brought by the FSMA or the presiding judge also requests the opinion of the FSMA.
These opinions must be rendered within fifteen days, unless this deadline is extended by the presiding judge. If the opinion is not rendered within this possibly extended deadline, the proceedings continue. A copy of the request and the opinions received is added to the case file.
§ 2. The action based on Article 125 is brought and processed according to the forms of summary proceedings.
A decision is made on the action, notwithstanding any proceedings brought regarding the same facts before a criminal court.
The judgment is provisionally enforceable, notwithstanding any appeal and without bail.
§ 3. Any decision rendered on an action based on Article 125 is, within eight days, and at the urging of the clerk, communicated to the FSMA, unless the decision was rendered at its request.
Furthermore, the clerk is required to inform the FSMA without delay of any appeal lodged against any decision rendered under Article 125.
§ 4. The presiding judge may authorize the posting of his decision or a summary he drafts, for the period he determines, both outside and inside the premises of the offender, and authorize the publication of his judgment or summary by press or any other means, all at the expense of the offender.
These publicity measures may, however, only be authorized if they are likely to contribute to the cessation of the act or activity in question or its effects.
The presiding judge sets the amount that the party to whom a publicity measure was granted in accordance with the first paragraph and who executed the measure despite an appeal lodged in time against the judgment, must pay to the party against whom the publicity measure was executed, if the latter is annulled on appeal.]1 ---------- (1)<Inséré par L 2013-07-31/03, art. 10, 052; En vigueur : 09-09-2013>

CHAPITRE VI. [1 - Out-of-court settlement of financial disputes]1 ---------- (1)<L 2025-12-11/13, art. 136, 123; En vigueur : 03-01-2026>

Art. 128/1. [1 § 1st. A Financial Mediation Service is established.
The Financial Mediation Service is an out-of-court system for handling disputes between a financial institution and its clients or potential clients, arising from the exercise of the financial institution's activities related to its regulated status as referred to in paragraph 2.
§ 2. For the purposes of this chapter, "financial institution" means one of the following persons or entities, provided that it is Belgian law or established in Belgium:
1° a credit institution as defined in Article 1, § 3, first paragraph, of the Act of 25 April 2014 on the status and supervision of credit institutions; 2° an investment firm as defined in Article 3, § 1st, of the Act of 25 October 2016; 3° an electronic money institution as defined in Article 2, 73°, of the Act 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 access to payment systems; 4° a payment institution as defined in Article 2, 8°, of the Act of 11 March 2018; 5° a lender as defined in Article I.9, 34°, of the Code of Economic Law; 6° an intermediary in banking and investment services as defined in Article 4, 2°, of the Act of 22 March 2006 on intermediary services in banking and investment services and on the distribution of financial instruments; 7° a credit intermediary as defined in Article I.9, 35°, of the Code of Economic Law; 8° a credit manager as defined in Article 5, 8°, of the Act of 20 December 2025 transposing Directive (EU) 2021/2167 of the European Parliament and of the Council of 24 November 2021 on credit managers and credit purchasers, and amending Directives 2008/48/EC and 2014/17/EU; 9° any other person or entity active in the financial sector and whose disputes, under current legislation or regulation, must be capable of out-of-court settlement. § 3. The Financial Mediation Service is in particular responsible for the out-of-court settlement of complaints regarding financial services referred to in Article VII.216 of the Code of Economic Law.]1 ---------- (1)<Inséré par L 2025-12-11/13, art. 137, 123; En vigueur : 03-01-2026>

Art. 128/2. [1 The Financial Mediation Service has the following missions:
1° to handle complaints regarding a dispute between the complainant and a financial institution, through mediation or by issuing an opinion aimed at resolving the dispute.
Complaints may be lodged by any consumer, any non-profit legal entity, or any company having an interest in resolving a dispute with a financial institution, arising from the exercise of its activities related to its regulated status as referred to in Article 128/1, § 2.
With the exception of complaints relating to the basic banking service for companies, the Act of 21 December 2013 on various provisions concerning the financing of small and medium-sized enterprises, on the execution of credit, on costs related to cross-border payments made within the European Union, on interchange fees applied to card payments, a complaint lodged by a company is admissible by the Financial Mediation Service only if the company meets the definition of small company as defined in Article 1:24 of the Companies and Associations Code or micro-company as defined in Article 1:25 of the same Code; 2° to exercise the specific competences, provided for by this chapter, devolved to it by the Code of Economic Law or by any other legal or regulatory provision conferring competences on it; 3° to issue opinions and recommendations of general scope addressed to public authorities, consumers, businesses, and financial institutions; 4° to provide the FSMA with the information necessary for the exercise of its legal missions, on its own initiative or at the request of the FSMA, as referred to in Article 128/6.]1 ---------- (1)<Inséré par L 2025-12-11/13, art. 138, 123; En vigueur : 03-01-2026>

Art. 128/3. [1 § 1st. The Financial Mediation Service takes the form of a legal entity.
§ 2. The Financial Mediation Service includes among its bodies the Ombudsman, a Board of Directors, a General Assembly, and a Supervisory Council.
§ 3. The Ombudsman is the natural person responsible for the daily management and representation of the Financial Mediation Service.
The Ombudsman is appointed by the Board of Directors on the advice of the Supervisory Council of the Financial Mediation Service.
§ 4. The Supervisory Council consists of a representative of financial institutions, a consumer law expert, a representative of the FSMA, a representative of the SPF Economy, and an independent expert.
The representatives and experts are appointed for a renewable term of six years by the Minister responsible for Consumer Protection. A substitute may be designated by the Minister for each representative and expert.
In the event of a vacancy in the mandate of a member of the Supervisory Council, for any reason whatsoever, a replacement is made for the remainder of the term.
The Supervisory Council validly sits as soon as the representatives are designated.
The Supervisory Council adopts its internal regulations.
§ 5. The Supervisory Council's mission is to:
1° issue opinions to the Board of Directors of the Financial Mediation Service regarding its organization and functioning; 2° exercise general supervision over the independence and impartiality of the Financial Mediation Service; 3° issue an opinion to the Board of Directors regarding the appointment of the Ombudsman and the members of the College of Experts.
§ 6. The Financial Mediation Service includes a College of Experts.
The College of Experts is composed of experts in matters falling within the competences of the Financial Mediation Service. They are designated by the Board of Directors, on the proposal of the Ombudsman.
The College of Experts may be seized by the Ombudsman.
The College of Experts adopts its internal regulations.]1 ---------- (1)<Inséré par L 2025-12-11/13, art. 139, 123; En vigueur : 03-01-2026>

Art. 128/4. [1 Financial institutions are required to join the Financial Mediation Service.
The Financial Mediation Service is financed by contributions from the financial institutions affiliated with it.
The King may, on the advice of the FSMA, define the financing arrangements for the Financial Mediation Service.
The King may regulate the payment arrangements for contributions from all financial institutions or only some of them. The King may entrust the FSMA with the collection of contributions from entities registered, recorded, or approved by the FSMA.]1 ---------- (1)<Inséré par L 2025-12-11/13, art. 140, 123; En vigueur : 03-01-2026>

Art. 128/5. [1 The Financial Mediation Service determines its procedural rules in accordance with the provisions of Title 4 of Book XVI of the Code of Economic Law.
Only the grounds for refusal of processing referred to in Article XVI.25, § 1st, 7°, b) to h), of the Code of Economic Law may be established by the Financial Mediation Service in its procedural rules.]1 ---------- (1)<Inséré par L 2025-12-11/13, art. 141, 123; En vigueur : 03-01-2026>

Art. 128/6. [1 The FSMA may request information from the Financial Mediation Service necessary for the performance of its legal missions.
The FSMA determines the content of the information requested as well as the method and form according to which this information must be provided.]1 ---------- (1)<Inséré par L 2025-12-11/13, art. 142, 123; En vigueur : 03-01-2026>

CHAPITRE VII. - Modifying, repealing, and miscellaneous provisions. <Chapitre renuméroté par L 2007-05-02/31, art. 49, 028; En vigueur: 22-06-2007>

Art. 129. Article 1, h), of Royal Decree No. 22 of 24 October 1934 on the judicial prohibition on certain convicts and bankrupts from exercising certain functions, professions, or activities, replaced by the Act of 4 December 1990, is replaced by the following text:
" h) contravention to the prohibitions provided for in Article 40, §§ 1st, 2 and 3, of the Act of 2 August 2002 on the supervision of the financial sector and financial services".

Art. 130. § 1st. Article 29ter, § 3, of Royal Decree No. 185 of 9 July 1935 on the control of banks and the regime for the issuance of securities and instruments, inserted by the Act of 9 March 1989, is replaced by the following provision:
" § 3. Persons who have given the opinion provided for in Article 26 may appeal against the refusals of the (Banking, Finance and Insurance Commission). Approval decisions are not subject to appeal. <AR 2003-03-25/34, art. 1, 004 En vigueur: 01-01-2004> " § 2. Title III of the same Royal Decree, replaced by the Act of 4 December 1990, is repealed.

Art. 131. Royal Decree No. 72 of 30 November 1939 regulating stock exchanges and commodity and goods futures markets, the profession of brokers and intermediaries dealing with these markets, and the gambling exception regime is repealed.

Art. 132. The following modifications are made to Article 2 of the Law of 18 May 1945 establishing a Rentes Fund, modified by the Acts of 19 June 1959, 22 July 1991, and 23 December 1994:
1° in the first paragraph, 4° is repealed;
2° in the fifth paragraph, the words "and 4°" are removed; 3° in the fifth paragraph, the last sentence is replaced by the following sentence:
" The Fund may also conduct on-site inspections at institutions subject to its supervision or request the authorities mentioned above to conduct on-site inquiries. "; 4° the following paragraph is inserted between paragraphs 5 and 6:
" Within the framework of the missions referred to in the first paragraph, 3°, the Fund may issue a warning or a reprimand, and/or impose an administrative fine on institutions subject to its supervision, and/or suspend them, in whole or in part, from their activities on the market, for a period not exceeding six months, or exclude them, in whole or in part, from their activities on the market, when they violate the regulations that the Fund is tasked with supervising. The administrative fine imposed is unique or is expressed per calendar day. In the latter case, it cannot be less than 2,500 euros nor more than 50,000 euros. In total, for the same fact or set of facts, fines cannot exceed 2,500,000 euros. By exception to the foregoing, when the offense has provided the offender with a patrimonial advantage, the fine cannot additionally be less than the amount of this patrimonial advantage, nor more than double this amount or, in case of recidivism, triple this amount. The fines are collected for the benefit of the Treasury by the Cadastre, Registration, and Domain Administration. "."

Art. 133.§ 1. Article 1 of Royal Decree No. 62 of 10 November 1967 promoting the circulation of securities, amended by the laws of 7 April 1995 and 10 March 1999, is replaced by the following provision:

" For the application of this Royal Decree, and without prejudice to Article 23 of the Law of 2 August 2002 on the supervision of the financial sector and financial services, the following terms shall be understood as:
1° "clearing organization": the organization or organizations authorized by the King as central securities depository for financial instruments, as defined in Article 1ter, and the [1 Bank]1; 2° "affiliates": organizations authorized under the rules governing the clearing organization's clearing system to hold securities accounts with the latter. "

§ 2. Article 1ter of the same Royal Decree, inserted by the Law of 15 July 1998, is renumbered Article 1bis and is replaced by the following provision:

" Art. 1bis. The [1 Bank]1], the central securities depository, and its affiliates may receive in deposit, under the benefit of the provisions of this Royal Decree, all financial instruments referred to in Article 2, 1°, of the aforementioned Law of 2 August 2002, whether tangible or dematerialized securities, bearer, order, or registered securities, regardless of the form in which these securities are issued under the law governing them.

The provisions of this Royal Decree, except Article 9bis, paragraphs 2 to 4, do not apply nevertheless:
1° to dematerialized securities referred to in the Law of 2 January 1991 on the market for public debt securities and monetary policy instruments; 2° to treasury bills and certificates of deposit, issued in dematerialized form, referred to in the Law of 22 July 1991 on treasury bills and certificates of deposit; 3° to dematerialized securities referred to in the Companies Code.

In the remainder of this Royal Decree, the term "financial instruments" includes securities, as defined in paragraphs 1 and 2, deposited on a fungible basis in accordance with this Royal Decree with the clearing organization or its affiliates, including the right of co-ownership, of an intangible nature, that this fungible deposit confers on all depositors regarding the universality of securities of the same species deposited with the clearing organization or its affiliates. "

§ 3. Paragraphs 2 and 3 of Article 2 of the same Royal Decree, amended by the laws of 7 April 1995 and 15 July 1998, are repealed.

§ 4. At Article 5 of the same Royal Decree, replaced by the Law of 7 April 1995 and amended by the Law of 15 July 1998, the following modifications are made:
1° paragraph 1 is supplemented by the following paragraph:

" The pledgor is presumed to be the owner of the financial instruments pledged. The validity of the pledge is not affected by the pledgor's lack of ownership rights over the financial instruments pledged, without prejudice to the pledgor's liability towards the true owner of the financial instruments pledged. If the pledgor has notified the secured creditor, beforehand and in writing, that he is not the owner of the financial instruments pledged, the validity of the pledge is subject to the authorization of the owner of these financial instruments to pledge them. "; 2° paragraph 2 is replaced by the following provision:

" § 2. Without prejudice to other realization methods provided by law and unless otherwise stipulated by the parties, the secured creditor is, in case of non-payment, entitled, notwithstanding bankruptcy, a court-approved composition, or any other situation of competition among the debtor's creditors, to realize the pledge constituted on financial instruments subject to this Royal Decree by realizing the financial instruments in the shortest possible time. The proceeds from the realization of these financial instruments are applied to the principal, interest, and costs of the secured creditor's claim. Any balance returns to the pledgor-debtor. "

§ 5. At Article 7 of the same Royal Decree, amended by the Law of 15 July 1998, the following modifications are made:
1° in paragraph 2, the words "or to an affiliate" are added after the words "to the clearing organization"; 2° in paragraph 3, the words "or the affiliate" are added after the words "the clearing organization" in both the first and second sentences.

§ 6. In paragraph 1 of Article 9bis of the same Royal Decree, inserted by the Law of 15 July 1998, the words "real rights, of an intangible nature," are replaced by the words "rights of co-ownership referred to in Article 1bis".

§ 7. At Article 10 of the same Royal Decree, replaced by the Law of 7 April 1995 and amended by the Law of 15 July 1998, the following modifications are made:
1° in paragraph 1, the words "real rights, of an intangible nature," are replaced by the words "rights of co-ownership referred to in Article 1bis"; 2° paragraph 5 is replaced by the following provision:

" When an intermediary has registered financial instruments in his name or in the name of a third party on behalf of others, the owner on whose behalf this registration was made may only bring an action for recovery against the intermediary or the third party in whose name the fungible financial instruments were registered, except in cases of bankruptcy, judicial composition, or any other situation of competition among the creditors of this intermediary or third party. In such cases, the action for recovery may be brought directly by the owner against the affiliate or the clearing organization regarding the account registered in the name of the intermediary or the third party designated as the account holder. This recovery is exercised according to the rules defined in the preceding paragraphs. "

§ 8. Article 10bis, paragraph 1, of the same Royal Decree, inserted by the Law of 7 April 1995 and amended by the Law of 15 July 1998, is supplemented as follows:

" The sums thus paid are immune from seizure by the creditors of the clearing organization. "

§ 9. By Royal Decree deliberated in the Council of Ministers, the King may, on the advice of the CBFA, coordinate the provisions of the same Royal Decree and the provisions that have expressly or implicitly modified them at the time the coordination is established.<AR 2003-03-14/31, art. 1, 004; In force: 01-03-2003>

To this end, he may notably:
1° modify the order, numbering, and generally the presentation of the provisions to be coordinated; 2° modify the references contained in the provisions to be coordinated to align them with the new numbering; 3° modify the wording of the provisions to be coordinated to ensure their consistency and unify terminology, provided that the principles inscribed in these provisions are not violated.

The coordinations shall bear the title determined by the King.

(1)<AR 2011-03-03/01, art. 198, 045; In force: 01-04-2011> (2)<AR 2011-03-03/01, art. 331, 045; In force: 01-04-2011>

Art. 134. Royal Decree No. 64 of 10 November 1967 organizing the status of holding companies is repealed.

Art. 135. § 1. Article 2, § 6, of the Law of 9 July 1975 on the control of insurance companies, inserted by the Royal Decree of 12 August 1994 and amended by the Royal Decrees of 6 May 1997 and 14 March 2001, is supplemented as follows:

" 13° "the Insurance Control Office", the public body referred to in Article 80 of the Law of 2 August 2002 on the supervision of the financial sector and financial services".

§ 2. At Article 3, § 1, of the same Law, replaced by the Royal Decree of 8 January 1993 and amended by the Royal Decree of 12 August 1994, the words "by the King" are replaced by the words "by the Insurance Control Office".

§ 3. Article 4, paragraph 8, of the same Law, replaced by the Royal Decree of 22 February 1991, is replaced by the following provision:

" Decisions granting authorization are published by extract in the Belgian Monitor. "

§ 4. Article 5, paragraph 1, of the same Law, is replaced by the following provision:

" Any application for authorization is addressed in the forms and conditions fixed by the King to the Insurance Control Office. "

§ 5. Articles 21bis to 21septies and 21nonies of the same Law, inserted by the Royal Decree of 12 August 1994, are repealed.

§ 6. Articles 29 to 35 and 37 of the same Law are repealed.

§ 7. Articles 42, paragraphs 3 and 4, of the same Law, are replaced by the following provisions:

" The Insurance Control Office notes the renunciation and sets the date of its effects.
The renunciation is published in the Belgian Monitor. "

§ 8. At Article 43, § 1, 1°, and § 2, 1° and 2°, of the same Law, the words "by motivated Royal Decree, on the proposal of the Insurance Control Office" are each time replaced by the words "by motivated decision of the Insurance Control Office".

§ 9. Article 43, § 3, paragraph 1, of the same Law is replaced by the following provision:

" Any decision revoking authorization is notified to the company and published by extract in the Belgian Monitor. "

§ 10. Article 82, § 1, paragraph 3, of the same Law, replaced by the Law of 19 July 1991 and amended by the Royal Decree of 12 August 1994, is replaced by the following provision:

" Without prejudice to the right to cite before the competent judge, the recovery of administrative fines may take place by way of enforcement at the diligence of the Administration of the Cadastre, Registration, and Domains and according to the procedure organized by the Code on Registration, Mortgage, and Land Registry Fees. ".

§ 11. In Article 83 of the same Law, replaced by the Royal Decree of 12 August 1994, the words "the representatives of an insurance company" are replaced by the words "the representatives of a company".

Art. 136. § 1. At Article 1 of the Law of 2 March 1989 on the disclosure of major shareholdings in listed companies and regulating public takeover bids, amended by the Law of 18 July 1991, the following modifications are made:
1° paragraph 2 is replaced by the following provision:

" § 2. Belgian companies whose voting rights securities are in whole or in part admitted to trading on a regulated market within the meaning of Article 2, 3°, of the Law of 2 August 2002 on the (Banking, Financial and Insurance Commission) <AR 2003-03-25/34, art. 1, 002; In force: 01-01-2004>;" 2° in paragraph 5, the words "to the official listing of a stock exchange located in a Member State of the European Economic Community" are replaced by the words "to trading on a regulated market referred to in paragraph 2".

§ 2. At Article 15, § 3, of the same Law, the word "only" is inserted between the words "is" and "charged".

§ 3. Article 16 of the same Law is replaced by the following provision:

" Art. 16. § 1. The (Banking, Financial and Insurance Commission) may take any measure and issue any injunction of a nature to ensure the correct application of the Royal Decrees taken pursuant to Article 15, §§ 1 and 2. <AR 2003-03-25/34, art. 1, 002; In force: 01-01-2004> It may notably:
1° when it observes an operation, practice, or omission contrary to the provisions provided pursuant to Article 15, order any person responsible to comply with these provisions, to cease the observed irregularity, or to eliminate its effects; 2° prohibit the person responsible from exercising rights or benefiting from advantages derived from the irregularity.

§ 2. The (Banking, Financial and Insurance Commission) notifies its decision in the most appropriate manner to the responsible person. <AR 2003-03-25/34, art. 1, 002; In force: 01-01-2004> Any decision taken in execution of this provision is enforceable as soon as it has been notified.

§ 3. The (Banking, Financial and Insurance Commission) may make its decision public. <AR 2003-03-25/34, art. 1, 002; In force: 01-01-2004>

§ 4. To any person who, at the expiration of the deadline set by the (Banking, Financial and Insurance Commission), remains in default of complying with the injunction addressed to them in accordance with § 1, the (Banking, Financial and Insurance Commission) may impose a penalty payment which may not exceed 50,000 euros per calendar day, nor, for each infringement, exceed 2,500,000 euros. Furthermore, without prejudice to other measures taken in execution of the law, the (Banking, Financial and Insurance Commission) may, when it observes an infringement of the provisions of the Royal Decrees taken pursuant to Article 15, §§ 1 and 2, impose an administrative fine on the responsible person, which may not be less than 2,500 euros nor exceed, for the same act or the same set of acts, 2,500,000 euros. The fine or penalty payment is collected for the benefit of the Treasury by the Administration of the Cadastre, Registration, and Domains. ".

§ 4. Article 17 of the same Law is repealed.

§ 5. At Article 18, paragraph 1, of the same Law, the words "or of Article 17" are removed.

Art. 137. § 1. The following are repealed in the Law of 4 December 1990 on financial operations and financial markets:
1° Article 34, amended by the Law of 14 May 1992; 2° § 2 of Article 121, of which § 1 becomes the sole paragraph; 3° paragraph 4 of Article 138; 4° § 2 of Article 139, of which § 1 becomes the sole paragraph; 5° paragraph 2 of Article 141, § 2; 6° paragraph 2 of Article 141, § 3; 7° Articles 142ter to 142nonies, inserted by the Law of 9 March 1999; 8° Articles 181 to 185; 9° Article 186, replaced by the Law of 30 January 1996; 10° Article 187, amended by the Law of 10 March 1999; 11° Article 188, replaced by the Law of 10 March 1999; 12° Article 189; 13° Article 190, amended by the Law of 10 March 1999; 14° Article 191, amended by the Law of 30 October 1998.

§ 2. At Article 134 of the same Law, the following modifications are made:
1° paragraph 2 is repealed, so that paragraph 1 becomes the sole paragraph; 2° in paragraph 3 of the text thus modified, the words "provided for in § 2" are replaced by the words "against this decision".

§ 3. Article 225, § 1, of the same Law, amended by the Law of 6 April 1995, is supplemented as follows:

" 11° the Law of 2 March 1989 on the disclosure of major shareholdings in listed companies and regulating public takeover bids; 12° Article 26 of the Law of 9 March 1999 aiming to transpose Directive 95/26/EC of the European Parliament and of the Council of 29 June 1995 on financial institutions; 13° the Law of 28 April 1999 aiming to transpose Directive 98/26/EC of 19 May 1998 concerning the finality of settlement in payment and securities settlement systems; 14° the Law of 2 August 2002 on the supervision of the financial sector and financial services".

Art. 138. In Article 4, paragraph 1, of the Law of 2 January 1991 on the market for public debt securities and monetary policy instruments, the words "held, on the one hand for the account of investors, on the other hand for own account, on separate accounts" are replaced by the words "held for the account of investors or for own account on accounts".

Art. 139.
<Repealed by L 2014-04-25/09, art. 85, 056; In force: 07-05-2014>

Art. 140. § 1. In the title of the Law of 6 April 1995 on secondary markets, the status of investment firms and their control, financial intermediaries, and investment advisors, the words "on secondary markets" are removed.

§ 2. Article 1 of the same Law, amended by the Law of 10 March 1999, is replaced by the following provision:

" Article 1. For the application of this Law, the terms "financial instruments", "regulated market", and "Belgian regulated market" have the meanings defined in Article 2 of the Law of 2 August 2002 on the supervision of the financial sector and financial services. "

§ 3. The following are repealed in the same Law:
1° Book One except Article 1, amended by this Law; 2° Article 52; 3° paragraph 5 of Article 83; 4° paragraphs 2, 3, and 4 of Article 104, § 2; 5° Article 130; 6° Articles 140 to 143; 7° Article 144, replaced by the Law of 9 March 1999; 8° Article 145, amended by the Law of 9 March 1999; 9° Article 146, amended by the Royal Decree of 22 December 1995; 10° Article 173.

§ 4. An Article 45bis, drafted as follows, is inserted in the same Law:

" Art. 45bis. The King may, on the advice of the (Banking, Financial and Insurance Commission), establish rules regarding the status and control of the companies referred to in Article 45, 10° <AR 2003-03-25/34, art. 1, 004; In force: 01-01-2004> ".

§ 5. At Article 109 of the same Law, the following modifications are made:
1° paragraph 2 is replaced by the following provision:

" If the investment firm remains in default at the expiration of the deadline, the Banking and Financial Commission may, after hearing the company or at least duly summoned, impose a penalty payment at a maximum amount of 2,500,000 euros per infringement or 50,000 euros per day of delay. "; 2° paragraph 3 is repealed; 3° to the text thus modified forming § 1, a § 2 is added, drafted as follows:

" § 2. Without prejudice to other measures provided by this Law and without prejudice to measures defined by other laws or regulations, the Banking and Financial Commission may, when it observes an infringement of the provisions of this Law or measures taken in execution thereof, impose an administrative fine on a Belgian or foreign investment firm established in Belgium, which may not be less than 5,000 euros nor exceed, for the same act or for the same set of acts, 2,500,000 euros"; 4° a § 3 is added, drafted as follows:

" § 3. The penalty payments and fines imposed in application of §§ 1 or 2 are collected for the benefit of the Treasury by the Administration of the Cadastre, Registration, and Domains. "

§ 6. Article 139, paragraph 6, of the same Law is replaced by the following provision:

" The King regulates the registration procedure as well as that of the suspension and revocation of the registration. "

§ 7. At Article 148 of the same Law, amended by the Laws of 12 December 1996 and 10 August 1998, the following modifications are made:
1° §§ 1 and 2 are repealed;
2° in § 3, the words "referred to in Article 2" are replaced by the words "financial referred to in Article 2, 9°, of the aforementioned Law of 2 August 2002"; 3° in § 4, 10°bis, inserted by the Law of 12 December 1996, is repealed.

Art. 141.§ 1. The words "and, supplementarily, by the provisions on public limited companies" in Article 2, paragraph 2, of the Law of 22 February 1998 establishing the organic statute of the National Bank of Belgium are interpreted to mean that the provisions on public limited companies apply to the National Bank of Belgium only:
1° for matters not regulated by the provisions of Title VII of Part Three of the Treaty establishing [1 the European Union]1 and the Protocol on the Statutes of the European System of Central Banks and of the European Central Bank, nor by the aforementioned Law of 22 February 1998 or the Statutes of the National Bank of Belgium; and 2° insofar as they do not conflict with the provisions referred to in 1°. § 2. An Article 9bis, drafted as follows, is inserted into the same law:
" Art. 9bis. Within the framework established by Article 105(2) of the Treaty establishing [1 the European Union]1 and Articles 30 and 31 of the Protocol on the Statutes of the European System of Central Banks and of the European Central Bank, the Bank holds and manages the official foreign exchange reserves of the Belgian State. These assets constitute an estate allocated to the missions and operations under this chapter and to other public interest missions entrusted to the Bank by the State. The Bank records these assets and the related income and expenses in its accounts according to the rules referred to in Article 33. " § 3. In Article 12 of the same law, the following paragraph is inserted before the current single paragraph:
" The Bank contributes to the stability of the financial system. " § 4. In Article 14, paragraph 1, of the same law, the words "and controlled by the Bank; management is ensured by one or more members of the Executive Committee" are replaced by the words "in which the Bank holds a significant interest and in the management of which one or more members of its Executive Committee participate". § 5. In Article 16 of the same law, the words "of which the Bank holds exclusive control" are inserted between the words "referred to in Article 14" and "are subject to". § 6. Article 19 of the same law is supplemented by the following provision:
" 6. In accordance with Article 49, § 6, paragraph 3, and Article 85, § 6, paragraph 3, of the Law of 2 August 2002 on the supervision of the financial sector and financial services, as applicable, two or three members of the Executive Committee sit, in a personal capacity, on the Executive Committee of the Banking and Financial Commission, and one or two members on that of the Insurance Control Office. ". § 7. Article 20 of the same law is supplemented by the following provision:
" 5. In a personal capacity, three Regents sit on the Supervisory Board of the (Banking, Financial and Insurance Commission) and on that of the Insurance Control Office. " <AR 2003-03-25/34, art. 1, 002; En vigueur: 01-01-2004> § 8. The following modifications are made to Article 26 of the same law:
1° § 1 is supplemented by the following paragraph:
" The Board of Regents sets the conditions relating to the end of tenure. It may, on the advice of the Executive Committee, derogate from the prohibition provided for during the relevant period after the end of tenure when it finds that there is no significant influence of the envisaged activity on the independence of the person concerned. "; 2° the article is supplemented by § 3, drafted as follows:
" § 3. Members of the Executive Committee and Bank staff are required to respect the code of ethics adopted by the Board of Regents on the proposal of the Executive Committee. Persons responsible for monitoring compliance with this code are subject to professional secrecy as provided for in Article 458 of the Penal Code. " § 9. Article 31, paragraph 2, of the same law is interpreted to mean that the issuance right referred to therein includes the right that the Bank may exercise pursuant to Article 106(1) of the Treaty establishing [1 the European Union]1. § 10. Article 33 of the same law, repealed by the Law of 3 May 1999, is restored in the following wording:
" Art. 33. The accounts and, where applicable, the consolidated accounts of the Bank are prepared:
1° in accordance with this law and the mandatory rules adopted pursuant to Article 26.4 of the Protocol on the Statutes of the European System of Central Banks and of the European Central Bank; 2° for the remainder, according to the rules established by the Board of Regents.
Articles 2 to 4, 6 to 9 and 16 of the Law of 17 July 1975 on the accounting of companies and their implementing decrees apply to the Bank, except for decrees taken in execution of Article 4, paragraph 6, and Article 9, § 2.

(1)<AR 2013-11-12/02, art. 38, 2°, 053; En vigueur : 29-11-2013>

Art. 142. Articles 5 and 6 of the Law of 15 July 1998 modifying various legal provisions regarding financial instruments and securities clearing systems, are repealed.

Art. 143.§ 1. Article 4 of the Companies Code is replaced by the following provision:
" Art. 4. Listed companies are companies whose securities are admitted to trading on a regulated market within the meaning of Article 2, 3°, of the Law of 2 August 2002 on the supervision of the financial sector and financial services. " § 2. In Article 469, paragraph 1, of the same Code, the word "distinct" is deleted.
§ 3. The following modifications are made to Article 620, § 2, of the same Code:
1° in paragraph 1, replaced by the Law of 23 January 2001, the words "to the market authority or, as regards regulated markets, to the market authorities designated by the King" are replaced by the words "to the (Banking, Financial and Insurance Commission)"; <AR 2003-03-25/34, art. 1, 004; En vigueur: 01-01-2004> 2° paragraph 2 is replaced by the following provision:
" The (Banking, Financial and Insurance Commission) verifies the conformity of buyback operations with the decision of the general meeting or, where applicable, the board of directors; it makes its opinion public if it considers that these operations are not in conformity. " <AR 2003-03-25/34, art. 1, 004; En vigueur: 01-01-2004> § 4. Article 653 of the same Code is repealed. § 5. On the advice of the CBFA, the King may, under the conditions he defines, make certain provisions of the same Code that apply to companies whose securities are admitted to trading on a Belgian regulated market applicable to Belgian law companies whose securities are admitted to trading on a foreign financial instruments market without being admitted to trading on a Belgian regulated market. <AR 2003-03-25/34, art. 1, 004; En vigueur: 01-01-2004> ---------- (1)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011>

Art. 144.§ 1. [1 The anonymous company Euronext Brussels is automatically approved as a market undertaking whose home state is Belgium. It is required, within six months of the entry into force of Article 140, § 3, 1°, to adapt its statutes and the rules of the markets it organizes to bring them into conformity with the provisions of Chapter II of this law and its implementing decrees.]1 § 2. [2 ...]2 ---------- (1)<L 2009-12-22/16, art. 90, 035; En vigueur : 30-12-2005; En vigueur modifié : 28-11-2003 par 2010-12-29/01, art. 46> (2)<AR 2011-03-03/01, art. 248, 045; En vigueur : 01-04-2012, voir AR 2012-03-19/11, art. 10, alinéa 1, 1°)>

Art. 145.[1 The obligation of periodic information to the public, provided for in Article 28, § 3, applies as of 28 February 2023.]1 ---------- (1)<L 2022-02-23/09, art. 36, 107; En vigueur : 28-02-2022>

Art. 146.<L 2005-02-14/36, art. 5, 013; En vigueur: 14-03-2005> By decree deliberated in the Council of Ministers, the King may, on the advice of the [2 FSMA]2 and, as regards Articles 22 and 23, of the [1 Bank]1 take the necessary measures to ensure the transposition of mandatory provisions resulting from international treaties or international acts adopted pursuant thereto, in matters regulated by the provisions of this law. The King may, under the same procedure, determine behaviors that constitute an offense against the mandatory provisions resulting from Directive 2003/6/EC of the European Parliament and of the Council of 28 January 2003 on insider dealing and market manipulation (market abuse) and against the mandatory provisions resulting from the implementing Community acts of that directive. Decrees adopted pursuant to this article may modify, supplement, replace or repeal the legal provisions in force. Articles 36 and 37 apply to offenses determined by the King in execution of paragraph 1. Royal decrees referred to in this article are automatically repealed if they have not been confirmed by law within twenty-four months following their publication in the Belgian Monitor. ---------- (1)<AR 2011-03-03/01, art. 198, 045; En vigueur : 01-04-2011> (2)<AR 2011-03-03/01, art. 331, 045; En vigueur : 01-04-2011>

Art. 147. § 1. The King may modify the terminology of the legal provisions in force as well as the references contained in those provisions to ensure their conformity with this law.
§ 2. The King may coordinate the provisions of Chapters IV and VII and the provisions referred to in Article 81, § 1, as well as the provisions that may have expressly or implicitly modified them at the time the coordination is established.
To this end, he may in particular:
1° modify the order, numbering and, generally, the presentation of the provisions to be coordinated; 2° modify the references contained in the provisions to be coordinated to bring them into conformity with the new numbering; 3° modify the wording of the provisions to be coordinated to ensure their conformity and unify the terminology without prejudice to the principles inscribed in those provisions. Coordination will bear the title determined by the King.

Art. 148.[1 Unless this law provides otherwise, the King takes the decrees he is called upon to take in execution of this law, on the proposal:

of the Minister having Finance in his responsibilities, the Minister having Economy in his responsibilities, the Minister having Pensions in his responsibilities, and the Minister having Consumer Protection in his responsibilities, insofar as the provisions concern the matters referred to in Article 45, § 1, 6°;
of the Minister having Finance in his responsibilities, the Minister having Economy in his responsibilities, and the Minister having Consumer Protection in his responsibilities, insofar as the provisions concern the matters referred to in Article 45, § 1, 3°, 5°, and § 2;
of the Minister having Finance in his responsibilities and the Minister having Economy in his responsibilities, insofar as the provisions concern the matters referred to in Article 45, § 1, 2°, c), d) and e);
of the Minister having Finance in his responsibilities and the Minister having Pensions in his responsibilities, insofar as the provisions concern the matters referred to in Article 45, § 1, 2°, g), and 4°;
of the Minister having Finance in his responsibilities, insofar as the provisions concern the matters referred to in Article 45, §1, 1° and 2°, a), b) and f);
of the Minister having Finance in his responsibilities and the Minister having Consumer Protection in his responsibilities, for all other provisions.]1

(1)<AR 2011-03-03/01, art. 249, 045; En vigueur : 01-04-2011>

Art. 149.The King sets the entry into force date of each of the provisions of this law.

(NOTE: Entry into force of Articles 31, 131, 133, 141 §§ 1 to 3 and 8 to 10, and 145 fixed at 04-09-2002 by Royal Decree 2002-08-22/35, art. 1) (NOTE: Entry into force of Articles 80 to 83, 85 to 87, 89, 91 to 94, 96, 98, 100 to 116, 135, 147, § 2 fixed at 01-12-2002 by Royal Decree 2002-12-03/32, art. 1) (NOTE: Entry into force of Articles 2, 44 to 46, 49 to 51, 53, 55 to 58, 60 to 62, 65 to 68, 70 to 79 and 130, § 2 fixed at 01-11-2002 by Royal Decree 2002-10-29/31, art. 1) (NOTE: Entry into force of Articles 84, 90 and 95 fixed at 01-07-2003 by Royal Decree 2003-03-04/50, art. 1) (NOTE: Entry into force of Articles 3 to 25, 28 to 30, 32 to 43, 52, 129, 130, § 1, 132, 3° to 4°, 134, 136, 137, § 1, 1°, 7° to 14°, and § 3, 138, 139, § 1, 3°, 6° to 10°, and § 2, and 140, §§ 1 and 2, 140, § 3, 6° to 10°, and §§ 4, 5 and 7, 141, §§ 4 to 6, 142, 143, § 1 and §§ 3 to 5, 144 and 147, § 1 fixed at 01-06-2003 by Royal Decree 2003-04-03/42, art. 1) (NOTE: Entry into force of Article 140, § 3, 1°, fixed at 01-06-2003 by Royal Decree 2003-04-03/42, art. 1, with the exception of the repeal, in the Law of 6 April 1995 regarding secondary markets, the status of investment firms and their control, intermediaries and placement advisors, of Articles 36, §§ 1 and 3, 37 and 38, as well as of Article 2, § 1, insofar as necessary for the application of said Articles 36, §§ 1 and 3, 37 and 38, it being understood that the (Banking, Financial and Insurance Commission) is responsible for ensuring compliance with these provisions pursuant to Articles 33 to 37 of the aforementioned Law of 2 August 2002) <AR 2003-03-25/34, art. 1; En vigueur: 01-01-2004> (NOTE: Entry into force of Articles 63, 143, § 2 and 146, L1, first and third sentences, and L2 fixed at 01-01-2004 by Royal Decree 2003-04-03/42, art. 1) (NOTE: Entry into force of Articles 47, 48, 54, 59, 69 and 141, § 7 fixed at 01-07-2003 by Royal Decree 2003-03-04/51, art. 1) (NOTE: Entry into force of Article 117 fixed at 01-07-2003 by Royal Decree 2003-04-04/52, art. 1) (NOTE: Entry into force of Article 118 fixed at 01-05-2003 by Royal Decree 2003-04-04/52, art. 2) (NOTE: Entry into force of Article 137, § 1, 2° to 6°, and § 2, 139,§ 1, 1°, 2°, 4° and 5° and 140, § 3, 2° to 5°, and § 6 fixed at 01-06-2003 by Royal Decree 2003-04-04/53, art. 1) (NOTE: Entry into force of Articles 120 to 124 fixed at 01-06-2003 by Royal Decree 2003-04-04/53, art. 1, as regards appeals against decisions taken by the Minister, by the CBFA, by the OCA and by market undertakings and as regards the intervention of the CBFA and the OCA before the criminal courts) <AR 2003-03-25/34, art. 1; En vigueur: 01-01-2004> (NOTE: Entry into force of Article 132, 1° and 2° fixed on 27-03-2006 by Royal Decree 2006-03-05/44, art. 10, 2°)

Parliamentary proceedings

Documents of the Chamber of Representatives: 50-1842 - 2001/2002: No. 1: Bill. No. 2: Annex. No. 3: Amendments. No. 4: Report. No. 5: Text adopted by the committee. No. 6: Text adopted in plenary session and transmitted to the Senate. Full record: 10 July 2002. Senate Documents: 2-1241 - 2001-2002: No. 1: Bill discussed by the Senate. No. 2: Report. No. 3: Amendments submitted after approval of the report. No. 4: Decision not to amend. Senate Annals: 18 July 2002.

Signatures

Promulgate this law, order that it be sealed with the Seal of the State and published by the Belgian Monitor.
Given at Punat, 2 August 2002.
ALBERT
By the King:
The Minister of Justice,
M. WERWILGHEN
The Minister of Finance,
D. REYNDERS
The Minister of the Economy,
Ch. PICQUE
Sealed with the Seal of the State:
The Minister of Justice,
M. VERWILGHEN

Preamble

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

Law of 2 August 2002 on the supervision of the financial sector and financial services

Title

Table of Contents

Text

Section 5bis. [1] Codification of financial instruments issued in Belgium [1]

Section 6. [1] Central securities depositories and central counterparties - Provisions relating to the control of financial and non-financial counterparties under Regulations 648/2012 and 2015/2365 and provisions relating to the settlement of securities under Regulation 909/2014 [1]

Section 8. - Control by the FSMA. <AR 2003-03-25/34, art. 1, 002; En vigueur : 01-01-2004>

The coordinations shall bear the title determined by the King.

Parliamentary proceedings

Signatures

Preamble

Lineage: Amended

Timeline