Law of 22 July 2026 to ensure the transposition of EU directives on supervisory powers, sanctions, third-country branches, ESG risks, the European Single Access Point, and concentration risk, and containing various provisions

Title

2026005882

22 JULY 2026. - Law to ensure the transposition of Directive (EU) 2024/1619 of the European Parliament and of the Council of 31 May 2024 amending Directive 2013/36/EU as regards supervisory powers, sanctions, third-country branches, and environmental, social and governance risks, Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 2023 amending certain Directives as regards the establishment and functioning of the European Single Access Point, Directive (EU) 2024/2994 of the European Parliament and of the Council of 27 November 2024 amending Directives 2009/65/EC, 2013/36/EU and (EU) 2019/2034 as regards the treatment of concentration risk arising from exposures to central counterparties and counterparty risk of centrally cleared derivative transactions, and containing various provisions

Source: Economy, SMEs, Middle Classes and Energy - Finance - Justice

Publication: 7 August 2026

Number: 2026005882

page: 41971

File number: 2026-07-22/09

Entry into force: 17 August 2026

This text amends the following texts:

1998003158 2006023149 2007000937 2014011239 2016011092 2016003373 2017014203 2018040307 2014003194 2016011493 2018030643 2022015582 2025009586 2012003296 2014003229 2007003184 2002003392 2006003247 2019A40586

CHAPTER I. - General Provisions
Art. 1-2
CHAPTER II. - Amendments to the Law of 22 February 1998 fixing the organic status of the National Bank of Belgium Art. 3-19 CHAPTER III. - Amendments to the Law of 2 August 2002 on the supervision of the financial sector and financial services Art. 20-26 CHAPTER IV. - Amendments to the Law of 22 March 2006 on the intermediation in banking and investment services and the distribution of financial instruments Art. 27-28 CHAPTER V. - Amendments to the Law of 27 October 2006 on the control of professional retirement institutions Art. 29-35 CHAPTER VI. - Amendments to the Law of 1 April 2007 on public takeover bids Art. 36-37 CHAPTER VII. - Amendments to the Law of 3 August 2012 on collective investment undertakings meeting the conditions of Directive 2009/65/EC and on collective investment undertakings in debt Art. 38-45 CHAPTER VIII. - Amendments to the Law of 4 April 2014 on insurance Art. 46-47 CHAPTER IX. - Amendments to the Law of 19 April 2014 on alternative investment funds and their managers Art. 48-50 CHAPTER X. - Amendments to the Law of 25 April 2014 on the status and control of credit institutions Art. 51-241 CHAPTER XI. - Amendments to the Law of 13 March 2016 on the status and control of insurance or reinsurance undertakings Art. 242-249 CHAPTER XII. - Amendments to the Law of 25 October 2016 on access to the activity of investment service provision and on the status and control of portfolio management companies and investment advice firms Art. 250-256 CHAPTER XIII. - Amendments to the Law of 7 December 2016 on the organization of the profession and public supervision of statutory auditors Art. 257-258 CHAPTER XIV. - Amendments to the Law of 21 November 2017 on financial market infrastructures and transposing Directive 2014/65/EU Art. 259-265 CHAPTER XV. - Amendments to the Law of 11 March 2018 on the status and control of payment institutions and electronic money institutions, on access to the activity of payment service providers, and on the activity of electronic money issuance, and on access to payment systems Art. 266-275 CHAPTER XVI. - Amendments to the Law of 11 July 2018 on public offers of investment instruments and on the admission of investment instruments to trading on regulated markets Art. 276 CHAPTER XVII. - Amendments to the Law of 20 July 2022 on the status and control of stockbroking companies Art. 277-335 CHAPTER XVIII. - Amendments to the Law of 11 December 2025 implementing Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, and amending Regulations (EU) 1093/2010 and (EU) 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937, and Regulation (EU) 2023/1113 of the European Parliament and of the Council of 31 May 2023 on information accompanying
transfers of funds and certain crypto-assets, and amending Directive (EU) 2015/849 and containing various financial provisions Art. 336 CHAPTER XIX. - Amendments to the Code of Companies and Associations Art. 337-348 CHAPTER XX. - Repeal Provision Art. 349 CHAPTER XXI. - Transitional Provisions Art. 350-357 CHAPTER XXII. - Entry into force Art. 358

Text

CHAPTER I. - General Provisions

Article 1st. This Law regulates a matter referred to in Article 74 of the Constitution.

Art. 2. § 1st. This Law ensures partial transposition of Directive (EU) 2024/1619 of the European Parliament and of the Council of 31 May 2024 amending Directive 2013/36/EU as regards supervisory powers, sanctions, third-country branches, and environmental, social and governance risks. § 2. This Law ensures partial transposition of Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 2023 amending certain Directives as regards the establishment and functioning of the European Single Access Point. § 3. This Law ensures partial transposition of Directive (EU) 2024/2994 of the European Parliament and of the Council of 27 November 2024 amending Directives 2009/65/EC, 2013/36/EU and (EU) 2019/2034 as regards the treatment of concentration risk arising from exposures to central counterparties and counterparty risk of centrally cleared derivative transactions. § 4. This Law ensures the implementation of Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralized access to information published useful for financial services, capital markets and sustainability. § 5. This Law ensures the implementation of Regulation (EU) 2023/2869 of the European Parliament and of the Council of 13 December 2023 amending certain Regulations as regards the establishment and functioning of the European Single Access Point. § 6. This Law ensures partial transposition of Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the prudential supervision of investment firms and amending Directives 2002/87/EC, 2009/65/EC, 2011/61/EU, 2013/36/EU, 2014/59/EU and 2014/65/EU. § 7. This Law ensures partial transposition of Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II).

CHAPTER II. - Amendments to the Law of 22 February 1998 fixing the organic status of the National Bank of Belgium

Art. 3. In Chapter I of the Law of 22 February 1998 fixing the organic status of the National Bank of Belgium, Article 4/1 is inserted, drafted as follows:
"Art. 4/1. In pursuing its objectives and in exercising its missions, the Bank is independent and responsible in accordance with the provisions of this Law and of the Treaty on the Functioning of the European Union, in particular its Article 130 and of Protocol No 4 on the Statutes of the European System of Central Banks and of the European Central Bank, in particular its Article 7. Without prejudice to Article 14.3 of the aforementioned Protocol No 4 and to the rights and obligations incumbent upon it under international or European financial supervisory systems, in particular:
a) the European System of Financial Supervision established by Regulation (EU) No 1093/2010 of the European Parliament and of the Council of 24 November 2010 establishing a European Supervisory Authority (European Banking Authority), amending Decision No 716/2009/EC and repealing Commission Decision 2009/78/EC; b) the Single Supervisory Mechanism, established 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; c) the Single Resolution Mechanism established by Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund, and amending Regulation (EU) No 1093/2010; d) the European framework established by Regulation (EU) 2024/1620 of the European Parliament and of the Council of 31 May 2024 establishing the Anti-Money Laundering and Counter-Terrorist Financing Authority and amending Regulations (EU) No 1093/2010, (EU) No 1094/2010 and (EU) No 1095/2010, and without prejudice to instructions of the State inherent to:
a) the implementation of measures for the control of transfers of goods and values between Belgium and abroad adopted under the Law Decree of 6 October 1944 organizing the control of any transfers of goods and values between Belgium and abroad; b) the execution of international monetary cooperation agreements binding Belgium referred to in Article 9, paragraph 1, in particular the payment of Belgium's shares in the International Monetary Fund; c) public interest missions referred to in Article 10; d) the proper exercise of the mission referred to in Article 11, paragraph 1, the Bank, its bodies, the members of its bodies and the members of its staff may not solicit or accept instructions from the Federal State or the federated entities, the institutions and bodies of the European Union, any foreign governmental bodies, or any other public body or organism and more generally from any other person or public or private entity, in particular those with respect to which the Bank exercises or participates in a supervisory mission. The Federal Government, the Governments of the federated entities, public law institutions or bodies and private entities respect the principle referred to in paragraph 2 and may not seek to influence the Bank, the members of its bodies or the members of its staff in the performance of the Bank's missions."

Art. 4. In Article 9bis of the same Law, amended by the Royal Decree of 12 November 2013, the words "Within the framework defined by Article 105(2) of the Treaty establishing the European Union" are replaced by the words "Within the framework defined by Article 127 of the Treaty on the Functioning of the European Union".

Art. 5. In Article 12, § 1st of the same Law, last amended by the Law of 25 April 2014, paragraph 2 is repealed.

Art. 6. Article 19 of the same Law, last amended by the Law of 5 July 2022, is supplemented by paragraphs 8, and 9, drafted as follows:
"8. Except for the adoption of regulations, the Management Committee may, within the framework of the internal management of the Bank or for the performance of its missions, delegate to one or more of its members or to one or more members of the Bank's staff the power to take, within the limits set by the Committee, decisions binding on the Bank. The Bank's internal rules specify the cases in which a delegation of powers may be granted and regulate its conditions and procedures.
9. The members and former members of the Bank's bodies are subject to the duty of confidentiality regarding deliberations and may not, concerning the exercise of the Bank's missions, reveal the content of the deliberations to which they participated, nor communicate dissenting opinions. Regarding the Board of Governors, this obligation nevertheless allows its members to express themselves freely on questions relating to the economic situation of the country and of the European Union."

Art. 7. In Article 20, point 5, of the same Law, last amended by the Law of 5 July 2022, the words "within the meaning of Article 526ter of the Companies Code" are replaced by the words "within the meaning of Article 7:87, § 1st, of the Code of Companies and Associations".

Art. 8. In Article 21 of the same Law, amended by the Law of 2 May 2019, the words "within the meaning of Article 526ter of the Companies Code" are replaced by the words "within the meaning of Article 7:87, § 1st, of the Code of Companies and Associations" each time.

Art. 9. In Article 22 of the same Law, last amended by the Law of 2 May 2019, the words "Except as regards missions and operations falling within the ESBC, the supervisory missions referred to in Article 12bis and the missions referred to in Article 12 and Chapter IV/3" are replaced each time by "Except as regards missions and operations falling within the ESBC, the missions referred to in Articles 8 and 12 and Chapter IV/3 and in Articles 12bis and 12ter".

Art. 10. At Article 23 of the same Law, amended by the Law of 2 May 2019, the following modifications are made:
1° in 1, the first sentence is replaced by the following:
"The Governor is appointed by the King, on the advice of the Board of Governors regarding compliance with the criteria referred to in 2/1, after deliberation in the Council of Ministers, for a term of six years renewable only once in this capacity. The appointment decree justifies compliance with the criteria referred to in 2/1. The advice of the Board of Governors is communicated to the Chamber of Representatives."; 2° 2 is replaced by the following:
"2. The other members of the Management Committee are appointed by the King on the basis of the criteria referred to in 2/1, on the proposal of the Board of Governors justifying that said criteria are met both individually and collectively, for a term of six years renewable only once in this capacity. They may be removed from office by the King only if they no longer meet the conditions necessary for the exercise of their functions or if they have committed a serious fault. In case of dismissal, the reasons are made public, unless the member concerned objects."; 3° a point 2/1 is inserted, drafted as follows:
"2/1. The Governor and the other members of the Management Committee are appointed on the basis of adequate, objective and transparent criteria of competence and expertise, which also ensure that the Management Committee collectively possesses the knowledge, skills and experience necessary to understand and properly exercise all the Bank's missions and its internal management. These eligibility criteria are defined by the Board of Governors, are approved by the King and are published in the Belgian Monitor. Furthermore, the Management Committee may not consist of more than two members who, during the five years preceding their appointment, held executive functions or mandates in establishments or entities subject to the supervision of the Bank or to which the Bank participates in accordance with Articles 12bis and 36/2, their direct or indirect parent companies or in entities carrying out lobbying and interest representation activities for the aforementioned entities."

Art. 11. In Article 26 of the same law, last amended by the Law of 2 May 2019, the following modifications are made:

1° in paragraph 1, the following modifications are made:

a) in the first subparagraph, the first sentence is replaced by the following: "The Governor, the Deputy Governor and the other members of the Management Committee may not hold any position in a company or in an association, a public body or a foundation carrying on an industrial, commercial or financial activity or an entity defending the interests of companies having such an activity.";

b) sub-paragraphs 2 and 3 are repealed;

2° a paragraph 1/1 is inserted, drafted as follows:

"§ 1/1. For functions and mandates in establishments or entities subject to the supervision or oversight of the Bank or to which the Bank participates, including their direct or indirect parent companies, their subsidiaries or affiliated companies, or in entities carrying on lobbying and interest representation activities for the aforementioned entities, the prohibitions provided for in paragraph 1 remain in force for a cooling-off period of one year after their departure from office for the Governor, the Deputy Governor and the other members of the Management Committee and also cover any type of contract involving the provision of professional services with these entities.

Likewise, during the cooling-off period referred to in the first subparagraph, the Governor, the Deputy Governor and the other members of the Management Committee may not be recruited, in any capacity whatsoever:

by an entity providing services to one of the entities referred to in the first subparagraph or conclude with them any type of contract involving the provision of professional services, unless they demonstrate that they do not participate in any way, directly or indirectly, in the provision of said services during this cooling-off period;
by an entity providing goods or services to the Bank during the three preceding years for an amount exceeding that referred to in Article 11, first subparagraph, 1° of the Royal Decree of 18 April 2017 relating to the award of public contracts in the classic sectors;

Except in cases where the end of functions results from a dismissal, in the absence of exercising another full-time function, outgoing members are entitled to appropriate compensation for the cooling-off period, paid on a monthly basis, the conditions of which, made public, are fixed by the Board of Governors without the compensation granted being paid beyond the age of 67 and which may not exceed one year of total annual remuneration.

Any gross remuneration received as part of a professional activity, regular or occasional, in compliance with this article, is deducted from the gross amount of the compensation referred to in the third subparagraph. The persons concerned are required to inform the Bank of their own initiative of all activities carried out in compliance with this article and of the remuneration related thereto.";

3° paragraph 3 is replaced by the following provision:

"§ 3. The Board of Governors adopts, on the proposal of the Management Committee, the code of conduct to which the members of the Management Committee and the staff of the Bank must comply, as well as the control measures regarding compliance with this code. The rules of this code are proportionate to the respective role and responsibilities of the members of the Management Committee and the staff and provide in particular for the necessary provisions to prevent and adequately manage conflicts of interest to which they are or are likely to be exposed. The persons responsible for controlling compliance with this code ensure the confidentiality of the information to which they have access in the context of this function.

The members of the Management Committee and the staff of the Bank, even after their departure from office, are required to respond to questions asked by the Bank for the purpose of controlling compliance with the requirements provided for by or pursuant to this article.";

4° the article is completed by paragraphs 4 and 5 drafted as follows:

"§ 4. Staff assigned to the supervision or oversight of entities referred to in 1° may not, during a cooling-off period of six months after their departure from office, be recruited, in any capacity whatsoever, by the following entities or conclude with them any type of contract involving the provision of professional services:

1° one of the establishments or entities subject to the supervision or oversight of the Bank or to which the Bank participates and regarding which the staff members have been directly associated during the last twelve months, including their direct or indirect parent companies, their subsidiaries or affiliated companies or the establishments or entities directly competing with them;

2° an entity providing services to one of the establishments or entities referred to in 1°, unless they demonstrate that they do not participate in any way, directly or indirectly, in the provision of said services during the cooling-off period;

3° entities carrying on lobbying and interest representation activities, in particular with regard to the Bank or the European Central Bank on questions on which the staff member intervened or was associated in the exercise of his functions.

In cases of resignation, dismissal or mutual agreement termination of the employment contract, where the staff member produces a certificate of a firm job offer or exercise of a mandate within an establishment or entity referred to in the first subparagraph before the end of the cooling-off period referred to in the first subparagraph, the outgoing staff member is entitled to appropriate compensation, paid on a monthly basis, the conditions of which, made public, are fixed by the Board of Governors without the compensation granted may not exceed six months of remuneration and be less than three months of remuneration.

For the purposes of this paragraph, staff assigned to the missions referred to in Articles 8, 12, 12bis and 12ter who have processed confidential information relating to one or more establishments or entities referred to in the first subparagraph, 1° are considered as staff members referred to in said first subparagraph, 1°, with regard to these establishments or entities.

§ 5. In addition to the rules referred to in paragraph 3, the members of the Management Committee, the members of the Resolution College referred to in Article 21ter, § 2, 7°, 8°, 9° and 10°, and the staff may not negotiate financial instruments issued by the Bank or by financial establishments subject to the supervision or oversight of the Bank or to the control of which the Bank participates, their direct or indirect parent companies, their subsidiaries or affiliated companies or instruments referring thereto, or carry out for their own account or for the account of others transactions on such instruments, with the exception:

1° of instruments managed by third parties, provided that the owners of these instruments cannot intervene in the management of the portfolio;

2° of investments in collective investment undertakings,

if the third parties and the collective investment undertakings do not invest primarily in instruments issued by the entities referred to in this subparagraph or referring thereto.

Without prejudice to the obligations provided for by the Law of 2 May 1995 relating to the obligation to deposit a list of mandates, functions and professions and a declaration of assets, the members of the Management Committee, the members of the Resolution College referred to in Article 21ter, § 2, 7°, 8°, 9° and 10°, and the staff are required to submit a declaration of interest before their appointment or engagement, then on an annual basis. This declaration includes information on the holdings they hold at the time of their entry into office or at any time thereafter, in the form of shares, securities, bonds, mutual funds, investment funds, mixed funds, hedge funds and exchange-traded funds, likely to give rise to a conflict of interest or to create an appearance of conflict of interest.

When a member of the Management Committee, a member of the Resolution College referred to in Article 21ter, § 2, 7°, 8°, 9° or 10°, or a staff member, at the time of his entry into office or at any time thereafter, holds financial instruments likely to give rise to a conflict of interest or to create an appearance of conflict of interest, the Bank has the power to require, on a case-by-case basis, that these instruments be sold within a reasonable time.

With regard to the financial instruments referred to in the first subparagraph held at the time of entry into office or at any time thereafter, by way of exception to the first subparagraph, they may be the subject of a sale with the authorization of the Bank.

The members of the Board of Governors may not negotiate financial instruments issued by the Bank or instruments referring thereto. They are required to declare the holdings they hold on such instruments at the time of their entry into office or at any time thereafter. These instruments may only be the subject of a sale with the authorization of the Bank.

The code of conduct referred to in paragraph 3 sets out the implementation arrangements for the provisions of this paragraph."

Art. 12. In Article 33 of the same law, restored by the Law of 2 August 2002, the second subparagraph is replaced by the following:

"Articles III.82, § 2, III.83, III.84, III.86 and III.89 of the Code of Economic Law are applicable to the Bank with the exception of Article III.84, third subparagraph, and the decrees taken in implementation of Articles III.84, seventh subparagraph, and III.89, § 2, second subparagraph, of said Code."

Art. 13. In Article 35 of the same law, last amended by the Law of 11 July 2021, the following modifications are made:

1° in paragraph 1, a subparagraph drafted as follows is inserted between sub-paragraphs 2 and 3:

"In addition to cases of testimony given before the courts of judgment, the testimony in justice in criminal matters referred to in the first subparagraph may be carried out on the basis of a requisition from an investigating judge. Furthermore, in the context of the investigation of crimes and misdemeanours, the King's Prosecutor and the Federal Prosecutor may, by specific, motivated and written request, ask the Bank for confidential information it has received in the exercise of its missions referred to in Articles 12, § 1, 12bis, 12ter, 36/2 and 36/3. In his request, the King's Prosecutor or the Federal Prosecutor precisely describes the information he requests and the form used to communicate this information to him.";

2° paragraph 3 is completed by the following sentence:

"In this regard, the Bank must respect any restrictions or limits that might be specified by the foreign authority regarding the possibility of using and/or communicating the information thus received."

Art. 14. In Article 36/6, § 2 of the same law, last amended by the Law of 20 July 2022, two sub-paragraphs drafted as follows are inserted between sub-paragraphs 2 and 3:

"The data referred to in 3° include, where applicable, the number and nature of supervisory measures taken in accordance with Articles 138 and 202, § 2, first subparagraph, 1° of the Law of 20 July 2022 relating to the status and control of stock exchange companies as well as administrative sanctions imposed in accordance with Article 238 of the same law.

The information referred to in the third subparagraph is sufficiently complete and precise to allow a useful comparison by the competent authorities of the different Member States."

Art. 15. In Article 36/14 of the same law, last amended by the Law of 11 December 2025, the following modifications are made:

1° in paragraph 1, 1°, the second subparagraph is replaced by the following:

"When an emergency situation occurs, in particular a situation described in Article 18 of Regulation (EU) No 1093/2010 or a situation of adverse market evolution, likely to threaten the liquidity of the market and the stability of the financial system in one of the Member States in which entities of a group comprising credit institutions or investment firms have been authorized or in which branches of significant importance within the meaning of Article 3, 65°, of the Law of 25 April 2014 relating to the status and control of credit institutions are established, the Bank may transmit information to the central banks of the European System of Central Banks when this information is relevant for the exercise of their legal 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 and to the European Systemic Risk Board (ESRB) when this information is relevant for the exercise of its legal missions.";

2° in paragraph 1, 5°, the words "or a vehicle insurance protection scheme" are inserted between the words "or life insurance" and the words "and the body responsible for resolution financing arrangements";

3° in paragraph 1, a 8°/1 is inserted, drafted as follows:

"8°/1 within the limits of European Union law, to the authorities or bodies of Member States or third countries responsible for liquidation or bankruptcy proceedings or similar procedures or the supervision of bodies involved in liquidation or bankruptcy proceedings or similar procedures;"

4° in paragraph 1, 11° is completed by the words "and the annual accounts of other financial establishments subject to Belgian law or of similar establishments subject to foreign law";

5° paragraph 1 is completed by 29° and 30° drafted as follows:

"29° within the limits of European Union law, to the authorities vested with the supervision of persons carrying on activities on the emission quota markets or on the agricultural commodities derivatives markets, for the purpose of obtaining a global view of the financial and spot markets;

30° within the limits of European Union law, to the Belgian tax authorities.";

6° in paragraph 2, 1° is completed by the following sentence:

"In all cases, when it communicates confidential information in application of paragraph 1, the Bank may determine how this information must be treated and specify that this information may only be transmitted to third parties with its express consent or for the purposes for which it has given its agreement";

7° in paragraph 2, 3°, a) the words "and 11°" are replaced by the words ", 11° and 30°".

Art. 16. Article 36/16, § 1, of the same law, last amended by the Law of 20 July 2020, is completed by a subparagraph drafted as follows:

"Likewise, for the purposes of Directive 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the prudential supervision of investment firms and amending Directives 2002/87/EC, 2009/65/EC, 2011/61/EU, 2013/36/EU, 2014/59/EU and 2014/65/EU, the Bank cooperates, within the framework of its powers referred to in Article 36/2, § 1, with the competent authorities, as parties to the European System of Financial Supervision, in a spirit of trust and total mutual respect, in particular by ensuring that appropriate, reliable and comprehensive information is exchanged between it and the other parties to the European System of Financial Supervision."

Art. 17. In the same law, a Chapter IV/5 entitled "Processing of biometric data" is inserted.

Art. 18. In Chapter IV/5 of the same law, inserted by Article 17, an Article 36/51 is inserted drafted as follows:

"Art. 36/51. § 1. For the purpose of access control and identity control for entry into well-defined secure areas in the Bank's buildings, the security plans drawn up by the Bank may, on the basis of concrete elements included in the security assessments demonstrating their necessity, provide that access to these areas is subject to the verification of biometric data for all or certain categories of authorized persons.

The security plans drawn up by the Bank, on the basis of concrete elements of the security assessment demonstrating their necessity, may include provisions aimed at protecting access to networks and information systems by means of biometric data.

§ 2. The objective of access control and identity control is to prevent any unauthorized access to the secure areas of the Bank designated in the security plans or to the networks and information systems.

The processing of biometric data is an exception as referred to in Article 9.2, g), of Regulation 2016/679 of the European Parliament and of the Council 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.

The Bank is the controller of the processing of biometric data as provided for in this article.

The biometric data processed in accordance with this section concern only the physical properties of a natural person. The processing of biometric data involving a biological sample is not authorized.

§ 3. For the purposes of this section, 'authorized person' means anyone, including members of the Management Committee and staff of the Bank, who is authorized to access an area presenting a high security risk."

Art. 19. In Chapter IV/5 of the same law, inserted by Article 17, an Article 36/52 is inserted drafted as follows:

"Art. 36/52. § 1. Biometric data may only be processed by a company that has obtained authorization from the Minister of Finance for this purpose on the basis of the audit referred to in paragraph 2 and a favorable opinion from the Bank.

To obtain authorization from the Minister of Finance, the company must be established in the European Economic Area and have a establishment unit in Belgium. The authorization only applies to the processing of biometric data authorized in accordance with this section.

§ 2. The Bank, in collaboration with the Cybersecurity Centre Belgium, carries out an audit during which the company must demonstrate that:

1° the company is certified in accordance with the ISO 27001, ISO 27701 standard or in accordance with a national, foreign or international standard recognized as equivalent by the King, by decree deliberated in the Council of Ministers and after opinion of the national accreditation authority referred to in Article VIII.30 of the Code of Economic Law and the Cybersecurity Centre Belgium;

2° the company has the necessary internal systems and procedures to prevent unauthorized access to biometric data;

3° the processing system meets the requirements set out in paragraph 3.

§ 3. Biometric data may only be processed via systems and processes that comply with the following conditions:

1° during the first phase of biometric data collection, the unique and individual characteristics of the individual are encoded in an irreversible manner and recorded as a template only, in encrypted form, on the storage medium, and then the raw biometric data are immediately deleted;

2° during the identification of the individual, it is only verified whether the biometric data collected at the time the individual wishes to authenticate correspond to the template that was recorded during the first phase of collection;

3° the template is exclusively stored securely on a durable storage medium and only the personnel responsible for managing the durable storage medium can access the template;

4° the template is disabled, and as soon as possible destroyed, when the individual is no longer authorized to access the areas or networks and information systems protected by biometrics;

5° the biometric data collected for the purpose of identifying the individual are not processed longer than necessary for the purpose of comparing these collected data with the template;

6° to protect identity verification against replay attacks, a unique, temporarily stored derivative of the sensor output is generated and the last 10 derivatives per user are retained.

§ 4. The authorization applies for an indefinite duration.

After authorization and then each time in the period between twenty-four and thirty-six months after a previous audit, a follow-up audit is carried out. On the basis of this audit, the Minister of Finance may decide:

1° to impose deadlines by which the company must comply with the measures imposed by the Minister of Finance;

2° to withdraw the authorization."

CHAPITRE III. - Modifications of the Law of 2 August 2002 relating to the supervision of the financial sector and financial services

Art. 20. In Article 2, first subparagraph of the Law of 2 August 2002 relating to the supervision of the financial sector and financial services, last amended by the Law of 11 December 2025, 91°/1 and 91°/2 are inserted, drafted as follows:

"91°/1 data extraction format: any open format within the meaning of Article 2, 10°, of the Law of 4 May 2016 relating to open data and the reuse of public sector information, used on a large scale or required by law, which allows data extraction by a machine and which is readable by humans;

91°/2 machine-readable format: a machine-readable format as defined in Article 2, 9°, of the Law of 4 May 2016 relating to open data and the reuse of public sector information.".

Art. 21. Article 11 of the same law, repealed by the Royal Decree of 27 April 2007, is reinstated in the following wording:

"Art. 11. § 1. When the information referred to in Article 53, § 3, 3°, 4° and 6°, of the Law of 21 November 2017 on the infrastructure of financial markets and transposing Directive 2014/65/EU is made public by an issuer whose financial instruments are admitted to trading on a SME growth market, the latter shall communicate them simultaneously to the FSMA. The FSMA shall transmit this information to ESMA, with a view to making it accessible on the European Single Access Point (ESAP).

§ 2. The transmission of information to the FSMA shall be carried out electronically, in a format allowing data extraction unless a machine-readable format is legally required, and in accordance with the procedures established by the FSMA and published on its website.

The information shall be accompanied by the following metadata:

i) all names of the issuer to which the information relates; ii) the legal entity identifier of the issuer, specified in accordance with Article 7, paragraph 4, point (b), of the ESAP Regulation; iii) the size of the issuer, according to the category specified in accordance with Article 7, paragraph 4, point (d), of the ESAP Regulation; iv) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point (c), of the ESAP Regulation; v) a statement specifying whether the information contains personal data.

For the purposes of this Article, the concerned issuers shall obtain a legal entity identifier."

Art. 22. To Article 25 of the same law, last amended by the Law of 11 December 2025, the following modifications are made:

1° paragraph 2 is supplemented by a second and third subparagraph drafted as follows:

"The FSMA shall transmit the information referred to in the first subparagraph to ESMA, in a format allowing data extraction unless a machine-readable format is legally required, with a view to making it accessible on the European Single Access Point (ESAP).

The information shall be accompanied by the following metadata:

i) all names of the issuer to which the information relates; ii) the legal entity identifier of the issuer, specified in accordance with Article 7, paragraph 4, point (b), of the ESAP Regulation; iii) the size of the issuer, according to the category specified in accordance with Article 7, paragraph 4, point (d), of the ESAP Regulation; iv) the industrial sector(s) of the economic activities of the issuer, specified in accordance with Article 7, paragraph 4, point (e), of the ESAP Regulation; v) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point (c), of the ESAP Regulation; vi) a statement specifying whether the information contains personal data.";

2° a paragraph 2/2 is inserted drafted as follows:

"§ 2/2. For the purposes of making the information referred to in Article 17, paragraphs 1 and 2, and Article 19, paragraph 3, of Regulation 596/2014 accessible on the ESAP, the FSMA is designated as the collection body within the meaning of Article 2, point 2), of the ESAP Regulation."

Art. 23. Article 37sexies of the same law, last amended by the Law of 2 May 2019, is supplemented by a paragraph 5 drafted as follows:

"§ 5. For the purposes of making the key information document accessible on the ESAP, the FSMA is designated as the collection body within the meaning of Article 2, point 2), of the ESAP Regulation.

The product initiator is only required to send a notification to the FSMA when it makes the key information document public, provided that the key information document has been previously notified to the FSMA in application of paragraph 2, respecting the requirements provided for by and under Article 29bis of Regulation 1286/2014."

Art. 24. Article 37octies of the same law, last amended by the Law of 2 December 2024, is supplemented by a subparagraph 5 drafted as follows:

"For the purposes of making the information referred to in Article 3, paragraphs 1 and 2, Article 4, paragraphs 1, 3, 4 and 5, Article 5, paragraph 1, and Article 10, paragraph 1, of Regulation 2019/2088 accessible on the ESAP, the FSMA is designated as the collection body within the meaning of Article 2, point 2), of the ESAP Regulation."

Art. 25. Article 37nonies of the same law, inserted by the Law of 20 December 2023, is supplemented by a paragraph 8 drafted as follows:

"§ 8. For the purposes of making the information referred to in Article 26, paragraph 1, of Regulation 2019/1238 accessible on the ESAP, the FSMA is designated as the collection body within the meaning of Article 2, point 2), of the ESAP Regulation."

Art. 26. In the same law, an Article 37duodecies is inserted drafted as follows:

"Art. 37duodecies. § 1. For the purposes of Article 3 of the ESAP Regulation, entities subject to the supervision of the FSMA may communicate the information referred to in Article 1, paragraph 1, point (b), of the ESAP Regulation to the FSMA when the information concerned falls within the supervisory competence of the latter, in order to make the information concerned accessible on the ESAP.

§ 2. When the FSMA makes public a sanction or administrative measure adopted under the provisions of this law which aim to transpose Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in regard to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, or information concerning an appeal against said decision, it shall transmit this information to ESMA, in a format allowing data extraction, with a view to making it accessible on the European Single Access Point (ESAP).

§ 3. When the FSMA makes public a sanction or administrative measure adopted under the provisions of this law which aim to transpose Directive 2014/65/EU, or information concerning an appeal against said decision, it shall transmit this information to ESMA, in a format allowing data extraction, with a view to making it accessible on the European Single Access Point (ESAP).

§ 4. When the FSMA makes public a sanction or administrative measure adopted under the provisions of this law which aim to transpose any other regulation or directive referred to in Regulation (EU) 2023/2869 of the European Parliament and of the Council of 13 December 2023 amending certain regulations as regards the establishment and functioning of the European Single Access Point or Directive 2023/2864 of the European Parliament and of the Council of 13 December 2023 amending certain directives as regards the establishment and functioning of the European Single Access Point, or information concerning an appeal against said decision, it shall transmit this information to ESMA, in a format allowing data extraction, with a view to making it accessible on the European Single Access Point (ESAP).

§ 5. In the cases referred to in paragraphs 2, 3 and 4, the information shall be accompanied by the following metadata:

i) all names of the investment firm to which the information relates; ii) if available, the legal entity identifier of the investment firm, specified in accordance with Article 7, paragraph 4, point (b), of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point (c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

CHAPITRE IV. - Modifications of the Law of 22 March 2006 on the intermediation in banking and investment services and the distribution of financial instruments

Art. 27. Article 4 of the Law of 22 March 2006 on the intermediation in banking and investment services and the distribution of financial instruments, last amended by the Law of 20 December 2023, is supplemented by points 18° to 21° drafted as follows:

"18° ESAP Regulation: Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralised access to publicly available information useful for financial services, capital markets and sustainability; 19° European Single Access Point (ESAP): the European Single Access Point established under the ESAP Regulation; 20° format allowing data extraction: any open format within the meaning of Article 2, 10°, of the Law of 4 May 2016 on open data and the re-use of public sector information, used on a large scale or required by law, which allows data extraction by a machine and which is human-readable; 21° machine-readable format: a machine-readable format as defined in Article 2, 9°, of the Law of 4 May 2016 on open data and the re-use of public sector information."

Art. 28. In the same law, an Article 5/1 is inserted drafted as follows:

"Art. 5/1. For the purposes of making the data included in the register of intermediaries in banking and investment services accessible on the European Single Access Point (ESAP), the FSMA shall transmit the data included in the register and all modifications made thereto to ESMA, in a format allowing data extraction.

The information shall be accompanied by the following metadata:

i) all names of the intermediary in banking and investment services to which the information relates; ii) if available, the legal entity identifier of the intermediary in banking and investment services, specified in accordance with Article 7, paragraph 4, point (b), of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point (c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

CHAPITRE V. - Modifications of the Law of 27 October 2006 on the supervision of professional retirement institutions

Art. 29. Article 2, first subparagraph, of the Law of 27 October 2006 on the supervision of professional retirement institutions, last amended by the Law of 25 March 2025, is supplemented by points 28°, 29°, 30°, 31° and 32° drafted as follows:

"28° ESAP Regulation: Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralised access to publicly available information useful for financial services, capital markets and sustainability; 29° European Single Access Point (ESAP): the European Single Access Point established under the ESAP Regulation; 30° format allowing data extraction: any open format within the meaning of Article 2, 10°, of the Law of 4 May 2016 on open data and the re-use of public sector information, used on a large scale or required by law, which allows data extraction by a machine and which is human-readable; 31° machine-readable format: a machine-readable format as defined in Article 2, 9°, of the Law of 4 May 2016 on open data and the re-use of public sector information; 32° collection body: the collection body referred to in Article 2, 2), of the ESAP Regulation."

Art. 30. Article 48 of the same law, the current text of which shall form paragraph 1, is supplemented by a paragraph 2 drafted as follows:

"§ 2. The National Bank of Belgium shall transmit, in its capacity as collection body, the annual accounts and reports to ESMA, with a view to making them accessible on the European Single Access Point (ESAP).

The transmission of information to the National Bank of Belgium shall be carried out electronically, in a format allowing data extraction unless a machine-readable format is legally required.

The information shall be accompanied by the metadata referred to in Article 51/1."

Art. 31. In section VI, chapter II, title II of the same law, an Article 51/1 is inserted drafted as follows:

"Art. 51/1. § 1. In the cases referred to in Articles 77/1, § 2, second to fourth subparagraphs, 48, § 2 and 95, § 5, the information transmitted to the FSMA or, where applicable, to the National Bank of Belgium, shall be accompanied by the following metadata:

i) all names of the PRI to which the information relates; ii) the legal entity identifier of the PRI, specified in accordance with Article 7, paragraph 4, point (b), of the ESAP Regulation; iii) the size of the PRI, according to the category specified in accordance with Article 7, paragraph 4, point (d), of the ESAP Regulation; iv) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point (c), of the ESAP Regulation; v) a statement specifying whether the information contains personal data.

§ 2. PRIs shall obtain a legal entity identifier."

Art. 32. Article 77/1, § 2 of the same law, inserted by the Law of 11 January 2019, is supplemented by three subparagraphs drafted as follows:

"When the PRI publishes the information referred to in the first subparagraph, it shall communicate them simultaneously to the FSMA. The FSMA shall transmit this information to ESMA, with a view to making it accessible on the European Single Access Point (ESAP).

The transmission of information to the FSMA shall be carried out electronically, in a format allowing data extraction unless a machine-readable format is legally required, and in accordance with the procedures established by the FSMA and published on its website.

The information shall be accompanied by the metadata referred to in Article 51/2."

Art. 33. Article 95 of the same law, last amended by the Law of 28 April 2020, is supplemented by a paragraph 5 drafted as follows:

"§ 5. The professional retirement institutions to which the relevant requirements apply shall transmit the information referred to in paragraph 1 and, where applicable, in paragraphs 2 and 3 to the FSMA.

The FSMA shall transmit the said information to ESMA with a view to making it accessible on the European Single Access Point (ESAP).

The information shall be accompanied by the metadata referred to in Article 51/2."

Art. 34. In title IV of the same law, chapter III is inserted, entitled "Publications of administrative measures and sanctions on the European Single Access Point (ESAP)".

Art. 35. In chapter III, inserted by Article 34, an Article 156/1 is inserted drafted as follows:

"Art. 156/1. When the FSMA makes public a sanction or administrative measure adopted under the provisions of this law, it shall transmit this information to ESMA, in a format allowing data extraction, with a view to making it accessible on the European Single Access Point (ESAP).

The information shall be accompanied by the following metadata:

i) all names of the person to which the information relates; ii) if available, the legal entity identifier of the person subject to the sanction or administrative measure, specified in accordance with Article 7, paragraph 4, point (b), of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point (c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

CHAPITRE VI. - Modifications of the Law of 1 April 2007 on public takeover bids

Art. 36. Article 3, § 1 of the Law of 1 April 2007 on public takeover bids, last amended by the Law of 11 July 2018, is supplemented by points 33° to 36° drafted as follows:

"33° ESAP Regulation: Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralised access to publicly available information useful for financial services, capital markets and sustainability; 34° European Single Access Point (ESAP): the European Single Access Point established under the ESAP Regulation; 35° format allowing data extraction: any open format within the meaning of Article 2, 10°, of the Law of 4 May 2016 on open data and the re-use of public sector information, used on a large scale or required by law, which allows data extraction by a machine and which is human-readable; 36° machine-readable format: a machine-readable format as defined in Article 2, 9°, of the Law of 4 May 2016 on open data and the re-use of public sector information."

Art. 37. In chapter II of title I, part II of the same law, an Article 9/1 is inserted drafted as follows:

"Art. 9/1. The King, on the advice of the FSMA, shall define the procedures for the transfer, by the companies to the FSMA and by the FSMA to ESMA, of the information that He determines, with a view to making them accessible on the European Single Access Point (ESAP)."

CHAPITRE VII. - Modifications of the Law of 3 August 2012 on collective investment undertakings meeting the conditions of Directive 2009/65/EC and on credit undertakings

Art. 38. At Article 3 of the Law of 3 August 2012 on collective investment undertakings meeting the conditions of Directive 2009/65/EC and on credit undertakings, last amended by the Law of 11 December 2025, the following modifications are made:

1° points 40°/2, 40°/3 and 40°/4 are inserted drafted as follows:

"40°/2 European Single Access Point (ESAP): the European Single Access Point established under the ESAP Regulation; 40°/3 format allowing data extraction: any open format within the meaning of Article 2, 10°, of the Law of 4 May 2016 on open data and the re-use of public sector information, used on a large scale or required by law, which allows data extraction by a machine and which is human-readable; 40°/4 machine-readable format: a machine-readable format as defined in Article 2, 9°, of the Law of 4 May 2016 on open data and the re-use of public sector information;";

2° the article is supplemented by a point 71°, drafted as follows:

"71° ESAP Regulation: Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralised access to publicly available information useful for financial services, capital markets and sustainability."

Art. 39. In chapter 3, title 2, book 2, part 2 of the same law, section 6 is inserted, entitled "Section 6. Provisions relating to the ESAP European Single Access Point".

Art. 40. In section 6 of the same law, inserted by Article 39, an Article 91/1 is inserted drafted as follows:

"Art. 91/1. Collective investment undertakings shall obtain a legal entity identifier."

Art. 41. In section 6 of the same law, inserted by Article 39, an Article 91/2 is inserted drafted as follows:

"Art. 91/2. § 1. When a collective investment undertaking makes its prospectus or its key information document for investors public, it shall communicate it simultaneously to the FSMA. The FSMA shall transmit this information to ESMA, with a view to making it accessible on the European Single Access Point (ESAP).

When the annual reports and the half-yearly reports are transmitted to the FSMA, the latter shall transmit them to ESMA, with a view to making them accessible on the European Single Access Point (ESAP).

§ 2. The information shall be accompanied by the following metadata:

i) all names of the collective investment undertaking to which the information relates; ii) the legal entity identifier of the collective investment undertaking, specified in accordance with Article 7, paragraph 4, point (b), of the ESAP Regulation; iii) the size of the collective investment undertaking, according to the category specified in accordance with Article 7, paragraph 4, point (d), of the ESAP Regulation; iv) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point (c), of the ESAP Regulation v) a statement specifying whether the information contains personal data."

Art. 42. In the same law, an Article 115/1 is inserted drafted as follows:

"Art. 115/1. When the FSMA publishes a measure or administrative sanction adopted under this chapter, it shall transmit this information to ESMA, in a format allowing data extraction, with a view to making it accessible on the European Single Access Point (ESAP).

The information shall be accompanied by the following metadata:

i) all names of the collective investment undertaking to which the information relates; ii) if available, the legal entity identifier of the collective investment undertaking, specified in accordance with Article 7, paragraph 4, point (b), of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point (c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

[Art. 42] [43]. Article 188 of the same law, the current text of which will form paragraph 1, is supplemented by a paragraph 2, drafted as follows:

"§ 2. Any approval granted is notified to the ESMA. The FSMA transmits this information in a format allowing data extraction, with a view to making the relevant information accessible on the European Single Access Point (ESAP).

The information is accompanied by the following metadata:

i) all names of the management company for collective investment undertakings to which the information relates;

ii) if available, the legal entity identifier of the management company for collective investment undertakings, specified in accordance with Article 7, paragraph 4, point (b), of the ESAP Regulation;

iii) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point (c), of the ESAP Regulation;

iv) a statement specifying whether the information contains personal data."

[Art. 43] [44]. Article 224 of the same law, reinstated by the Law of 28 April 2020, is supplemented by a paragraph 5 drafted as follows:

"§ 5. The management company for collective investment undertakings transmits the information referred to in this article to the FSMA.

The FSMA transmits said information to the ESMA with a view to making it accessible on the European Single Access Point (ESAP).

The transmission of information to the FSMA is carried out electronically, in a format allowing data extraction unless a machine-readable format is legally required, and in accordance with the procedures established by the FSMA and published on its website.

The information is accompanied by the following metadata:

i) all names of the management company for collective investment undertakings to which the information relates;

ii) the legal entity identifier of the management company for collective investment undertakings, specified in accordance with Article 7, paragraph 4, point (b), of the ESAP Regulation;

iii) the size of the management company for collective investment undertakings, according to the category specified in accordance with Article 7, paragraph 4, point (d), of the ESAP Regulation;

iv) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point (c), of the ESAP Regulation;

v) a statement specifying whether the information contains personal data.

Management companies for collective investment undertakings obtain a legal entity identifier."

[Art. 44] [45]. In the same law, Article 255/1, repealed by the Law of 25 March 2025, is reinstated in the following wording:

"Art. 255/1. When the FSMA publishes a measure or administrative sanction adopted under this title, it transmits this information to the ESMA, in a format allowing data extraction, with a view to making it accessible on the European Single Access Point (ESAP).

The information is accompanied by the following metadata:

i) all names of the management company for collective investment undertakings to which the information relates;

ii) if available, the legal entity identifier of the management company for collective investment undertakings, specified in accordance with Article 7, paragraph 4, point (b), of the ESAP Regulation;

iii) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point (c), of the ESAP Regulation;

iv) a statement specifying whether the information contains personal data."

[CHAPTER VIII.] - Amendments to the Law of 4 April 2014 concerning insurance

[Art. 45] [46]. Article 5 of the Law of 4 April 2014 concerning insurance, last amended by the Law of 25 March 2025, is supplemented by points 63° to 66° drafted as follows:

"63° European Single Access Point (ESAP): the European Single Access Point established under the ESAP Regulation;

64° format allowing data extraction: any open format within the meaning of Article 2, 10°, of the Law of 4 May 2016 on open data and the reuse of public sector information, used on a large scale or required by law, which allows data extraction by a machine and which is human-readable;

65° machine-readable format: a machine-readable format as defined in Article 2, 9°, of the Law of 4 May 2016 on open data and the reuse of public sector information;

66° ESAP Regulation: Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralized access to published information useful for financial services, capital markets and sustainability."

[Art. 46] [47]. In Title I, Part 7 of the same law, Article 303/1 is inserted as follows:

"Art. 303/1. When the FSMA makes public a sanction or administrative measure adopted under the provisions of this law which aim to transpose the IDD Directive, or information concerning an appeal against such decision, it transmits this information to the ESMA, in a format allowing data extraction, with a view to making it accessible on the European Single Access Point (ESAP).

The information is accompanied by the following metadata:

i) all names of the entity to which the information relates;

ii) if available, the legal entity identifier of the entity, specified in accordance with Article 7, paragraph 4, point (b), of the ESAP Regulation;

iii) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point (c), of the ESAP Regulation;

iv) a statement specifying whether the information contains personal data."

[CHAPTER IX.] - Amendments to the Law of 19 April 2014 concerning alternative investment funds and their managers

[Art. 47] [48]. In Article 3 of the Law of 19 April 2014 concerning alternative investment funds and their managers, last amended by the Law of 11 December 2025, the following amendments are made:

1° points 61°/2, 61°/3 and 61°/4 are inserted as follows:

"61°/2 European Single Access Point (ESAP): the European Single Access Point established under the ESAP Regulation;

61°/3 format allowing data extraction: any open format within the meaning of Article 2, 10°, of the Law of 4 May 2016 on open data and the reuse of public sector information, used on a large scale or required by law, which allows data extraction by a machine and which is human-readable;

61°/4 machine-readable format: a machine-readable format as defined in Article 2, 9°, of the Law of 4 May 2016 on open data and the reuse of public sector information;"

2° the article is supplemented by point 113°, drafted as follows:

"113° ESAP Regulation: Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralized access to published information useful for financial services, capital markets and sustainability."

[Art. 48] [49]. Article 19 of the same law, the current text of which will form paragraph 1, is supplemented by a paragraph 2, drafted as follows:

The information is accompanied by the following metadata:

i) all names of the approved manager under this law and the list of AIFs managed or marketed by this manager to which the information relates;

ii) if available, the legal entity identifier of the approved manager under this law and the list of AIFs managed or marketed by this manager, specified in accordance with Article 7, paragraph 4, point (b), of the ESAP Regulation;

iii) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point (c), of the ESAP Regulation;

iv) a statement specifying whether the information contains personal data."

[Art. 49] [50]. Article 72/1 of the same law, inserted by the Law of 28 April 2020, is supplemented by a paragraph 5 drafted as follows:

"§ 5. The manager transmits the information referred to in this article to the FSMA.

The FSMA transmits said information to the ESMA with a view to making it accessible on the European Single Access Point (ESAP).

The information is accompanied by the following metadata:

i) all names of the manager to which the information relates;

ii) the legal entity identifier of the manager, specified in accordance with Article 7, paragraph 4, point (b), of the ESAP Regulation;

iii) the size of the manager, according to the category specified in accordance with Article 7, paragraph 4, point (d), of the ESAP Regulation;

iv) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point (c), of the ESAP Regulation;

v) a statement specifying whether the information contains personal data.

Managers obtain a legal entity identifier."

[CHAPTER X.] - Amendments to the Law of 25 April 2014 concerning the status and supervision of credit institutions

[Art. 50] [51]. In Article 1 of the Law of 25 April 2014 concerning the status and supervision of credit institutions, last amended by the Law of 11 July 2021, the following amendments are made:

1° in paragraph 3, first paragraph, 2°, (b) is replaced by the following:

"(b) one of the following conditions is met:

(i) the total value of the consolidated assets of the company subject to the law of a Member State, including, where applicable, those of its subsidiaries and branches established in a third country, reaches or exceeds 30 billion euros;

(ii) the total value of the assets of the company subject to the law of a Member State, including, where applicable, those of its subsidiaries and branches established in a third country, is less than 30 billion euros but the company is part of a group in which the total value of the consolidated assets of all companies in that group subject to the law of a Member State, including, where applicable, those of their subsidiaries and branches established in a third country, which individually have total assets of less than 30 billion euros, and which provide investment services consisting of proprietary trading or underwriting of financial instruments and/or placing financial instruments with a firm commitment, reaches or exceeds 30 billion euros; or

(iii) the total value of the assets of the company subject to the law of a Member State, including, where applicable, those of its subsidiaries and branches established in a third country, is less than 30 billion euros but the company is part of a group in which the total value of the consolidated assets of all companies in the group providing investment services consisting of proprietary trading or underwriting of financial instruments and/or placing financial instruments with a firm commitment, reaches or exceeds 30 billion euros, when the consolidated supervisory authority, in consultation with the college of competent authorities, takes a decision to that effect in order to address possible risks of regulatory arbitrage and potential risks to the financial stability of the European Union; and"

2° in paragraph 3, first paragraph, 2° is supplemented by (d) drafted as follows:

"(d) the company is not a stock exchange company for which an exemption from authorization as a credit institution is granted under Article 14/1, § 2 or legislation adopted to transpose Article 8bis, paragraph 3bis, of Directive 2013/36/EU into the law of the Member State to which it is subject."

3° in paragraph 3, the second paragraph is replaced by the following:

"For the purposes of 2°, (b), (ii) and (iii), when the company is part of a third-country group, the total assets of each branch of the third-country group authorized in the Union must be included in the total combined value of the assets of all companies in the group. For the purposes of 2°, (b), (iii), when designated as the consolidated supervisory authority, the supervisory authority may request all relevant information from the company in order to take its decision."

4° in paragraph 3, a paragraph is inserted between the second and third paragraphs, drafted as follows:

"A company subject to the law of a third country is considered a credit institution within the meaning of 2° to the extent that such a company would meet the criteria set out therein if it were established in the Union."

5° the article is supplemented by paragraph 4 drafted as follows:

"§ 4. Financial companies are defined as companies meeting all of the following conditions:

a) the company qualifies as a financial institution;

b) the company does not qualify as a mixed financial company;

c) the company has at least one subsidiary that is a credit institution;

d) more than 50% of each of the following indicators is consistently associated with subsidiaries of the company that are credit institutions or financial institutions, and with activities carried out by the company itself that are not related to the acquisition or holding of participations in subsidiaries when those activities are of the same nature as those carried out by credit institutions or financial institutions:

i) the company's equity based on its consolidated situation;

ii) the company's assets based on its consolidated situation;

iii) the company's revenue based on its consolidated situation;

iv) the company's staff based on its consolidated situation;

v) other indicators deemed relevant by the competent authority.

The competent authority may decide that an entity is not considered a financial company even if one of the indicators referred to in the first paragraph, (d), points (i) to (iv), is met, when it considers that the indicator in question does not give a true picture of the main activities and main risks of the group. Before taking such a decision, the competent authority consults the EBA and provides a substantiated and detailed justification on qualitative and quantitative grounds. The competent authority duly takes into account the opinion of the EBA and, when it decides to depart from it, provides the EBA within three months from the date of receipt of said opinion, with the reasons why it did not follow the opinion in question."

[Art. 52] Article 3 of the same law, last amended by the Law of 11 December 2025, is amended as follows:

1° Articles 8°/12 and 8°/13 are inserted, drafted as follows:
"8°/12 Directive 2015/2366: Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC; 8°/13 Regulation 2023/2859: Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralised access to publicly available information useful for financial services, capital markets and sustainability;"

2° Article 24°/3 is inserted, drafted as follows:
"24°/3 an authority responsible for the supervision of the fight against money laundering and terrorist financing: an authority that exercises one or more supervisory powers with regard to entities subject to Article 2, paragraph 1, points 1) and 2), of Directive 2015/849/UE for the purpose of compliance with the Law of 18 September 2017 or the legislation of another Member State adopted for the transposition of the said Directive;"

3° Article 26 is replaced by the following:
"26° participation: a participation within the meaning of Article 1:22 of the Code of Companies and Associations, it being understood that this notion also includes the situations referred to in the aforementioned Article 1:22 with associations when the legal nature of the association permits;"

4° Articles 26°/1, 26°/2, 26°/3, 26°/4, 26°/5 and 26°/6 are inserted, drafted as follows:
"26°/1 participation link: a participation link within the meaning of Article 1:23 of the Code of Companies and Associations, it being understood that this notion also includes the situations referred to in the aforementioned Article 1:23 with associations when the legal nature of the association permits; 26°/2 control: the link that exists between a parent undertaking and a subsidiary, as referred to in Article 1:14 of the Code of Companies and Associations, it being understood that this notion also includes the situations referred to in the aforementioned Article 1:14 with associations when the legal nature of the association permits, or a relationship of the same nature between any natural or legal person and an undertaking; 26°/3 parent undertaking: an undertaking that meets the conditions of a parent company as defined in Article 1:15, 1°, of the Code of Companies and Associations, it being understood that this notion also includes the situations referred to in the aforementioned Article 1:15, 1°, with associations when the legal nature of the association permits; 26°/4 subsidiary: an undertaking that meets the conditions of a subsidiary company as defined in Article 1:15, 2°, of the Code of Companies and Associations, it being understood that this notion also includes the situations referred to in the aforementioned Article 1:15, 2°, with associations when the legal nature of the association permits; any subsidiary of a subsidiary is also considered to be a subsidiary of the parent undertaking that is at the head of these undertakings; 26°/5 consortium: a consortium within the meaning of Article 1:19 of the Code of Companies and Associations, it being understood that this notion also includes the situations referred to in the aforementioned Article 1:19 with associations when the legal nature of the association permits; 26°/6 affiliated undertaking: an undertaking that meets the conditions of an affiliated company as defined in Article 1:20, 1°, of the Code of Companies and Associations, it being understood that this notion also includes the situations referred to in the aforementioned Article 1:20, 1°, with associations when the legal nature of the association permits;"

5° In Article 28, the words "the direct or indirect holding of at least 10% of the share capital of a company or of the voting rights attached to the securities issued by that company, or any other possibility of exercising significant influence over the management of the company in which a participation is held" are replaced by the words "the direct or indirect holding of a participation in an undertaking that represents at least 10% of the share capital or voting rights, or that allows to exercise significant influence over the management of that undertaking";

6° Article 38 is repealed;

7° Article 41 is replaced by the following:
"41° financial undertaking: an undertaking that meets both of the following conditions:
a) the undertaking does not qualify as a credit institution, nor as a purely industrial holding company, a securitisation entity, an insurance holding company or a mixed insurance holding company, except when a mixed insurance holding company has a credit institution subsidiary; b) the undertaking meets one or more of the following conditions:
i) its main activity consists of acquiring or holding participations or exercising one or more of the activities referred to in points 2 to 12 and 15, 16 and 17, of Article 4, paragraph 1, or providing one or more investment services, exercising one or more investment activities, or exercising one or more ancillary services in relation to financial instruments; ii) the undertaking is an investment firm, a mixed financial holding company, an investment holding company, a payment service provider belonging to the categories referred to in Article 1, paragraph 1, points a) to d), of Directive 2015/2366, a management company for collective investment undertakings, an alternative investment fund manager or an ancillary services undertaking. Entities referred to in Article 2, paragraph 5, points 3) to 23), of Directive 2013/36/EU are considered to be financial undertakings for the purposes of Article 332 and Book II, Title III, Chapter IV;"

8° Articles 41°/1 and 41°/2 are inserted, drafted as follows:
"41°/1 ancillary services undertaking: an undertaking whose main activity, whether carried out for undertakings within the group or for clients outside the group, consists in one of the following activities:
a) a direct extension of banking activities; b) simple leasing, holding or management of real estate, provision of data processing services or any other activity, insofar as these activities are ancillary to banking activities; c) any other activity considered by the EBA to be similar to those referred to in a) and b); 41°/2 purely industrial holding company, an undertaking meeting all of the following conditions:
a) the main activity of the undertaking consists of acquiring or holding participations; b) the undertaking is not referred to in Article 4, paragraph 1, paragraph 1, point 27), a), nor in point 27), d) to l), of Regulation No 575/2013 and is not an investment firm, a management company for collective investment undertakings, an alternative investment fund manager or a payment service provider belonging to the categories referred to in Article 1, paragraph 1, points a) to d), of Directive 2015/2366; c) the undertaking does not hold any participation in a financial sector entity within the meaning of Article 4, paragraph 1, first paragraph, point 27) of Regulation No 575/2013;"

9° Article 44°/1 is inserted, drafted as follows:
"44°/1 investment holding company: an investment holding company within the meaning of Article 3, 101° of the Law of 20 July 2022 on the status and supervision of stock exchange companies;"

10° Article 45°/1 is inserted, drafted as follows:
"45°/1 person participating in effective management: an executive member of the legal administrative body, a member of the management committee or a staff member whose function is located at a hierarchical level immediately below, provided that in this capacity, this executive member exercises direct and decisive influence over the management of all or part of the activities of the establishment, including the managers of branches established by a Belgian credit institution;"

11° Articles 47°/1, 47°/2 and 47°/3 are inserted, drafted as follows:
"47°/1 key function holders: persons who exercise significant influence over the management of an establishment but who are not members of the legal administrative body, including managers of independent control functions and the financial director, when these managers or this director are not members of the legal administrative body; 47°/2 managers of independent control functions: persons, at the highest hierarchical level, responsible for the effective management of the daily exercise of the independent control functions referred to in Articles 35 to 40; 47°/3 financial director: the person having overall responsibility for the management of financial resources, financial planning and financial information of an establishment;"

12° Article 48°/1 is inserted, drafted as follows:
"48°/1 eligible own funds: eligible own funds within the meaning of Article 4, paragraph 1, first paragraph, point 71), a), of Regulation No 575/2013;"

13° Article 63 is replaced by the following:
"63° strategic decision:

a decision taken by a credit institution or by an entity under its control, insofar as such a decision, taken in isolation or considered together with one or more other decisions, is of considerable importance and likely to have a global impact on different functions or on the financial situation of the establishment, such as, in particular, any investment, divestment, participation, cooperation relationship or strategic reorganisation of the establishment, or insofar as it leads to admission to trading on a trading platform of securities issued by the establishment or by an entity under its control. The Bank, by means of a regulation adopted pursuant to Article 12bis, § 2, of the Law of 22 February 1998, may specify which decisions are to be considered as strategic within the meaning of this provision, taking into account in particular the risk profile and the nature of the activities of the establishments, or, if applicable, the group to which they belong;
any decision taken by a shareholder who exercises control over the credit institution and producing similar effects in the establishment to those referred to in 1);"

14° In Article 83, the following amendments are made:
a) in the introductory sentence of paragraph 1, the word "in particular" is inserted between the words "who meet" and the words "the criteria"; b) in paragraph 1, point c), the words "Article 19, 2°, of the Law of 20 September 1948 on the organisation of the economy" are replaced by the words "Article 4, 4°, of the Law of 4 December 2007 on social elections";

15° The article is supplemented by Articles 95°, 96°, 97°, 98°, 99° and 100°, drafted as follows:
"95° penalty: a pecuniary enforcement measure aimed at ending continuous breaches of legal and regulatory provisions forming the statutory supervision status of credit institutions, including the provisions provided for by or under this law, Regulation No 575/2013 or non-compliance with decisions taken by the supervisory authority on the basis of the aforementioned provisions, as well as to compel a natural or legal person to comply with the provisions or decisions breached; 96° model risk: a model risk within the meaning of Article 4, paragraph 1, first paragraph, point 52ter), of Regulation No 575/2013; 97° internal approaches: the approaches mentioned in the following articles of Regulation No 575/2013: the internal ratings-based approach referred to in Article 143, paragraph 1, the internal models approach referred to in Article 221, the internal model method referred to in Article 283, the alternative internal models approach referred to in Article 325terquinquagies and the internal assessment approach referred to in Article 265, paragraph 2; 98° environmental, social and governance risk: an environmental, social and governance risk within the meaning of Article 4, paragraph 1, first paragraph, point 52quinquies), of Regulation No 575/2013, hereinafter also referred to as 'ESG risk'; 99° climate neutrality: the overall objective of achieving climate neutrality by the year 2050, stated in Article 2, paragraph 1, of Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021 establishing the framework for achieving climate neutrality and amending Regulations (EC) No 401/2009 and (EU) 2018/1999 ('European Climate Law'); 100° crypto-asset: a crypto-asset within the meaning of Article 3, paragraph 1, point 5), of Regulation 2023/1114 that is not a central bank digital currency."

[Art. 53] Article 8, paragraph 1 of the same law, replaced by the Law of 11 July 2021, the words "in particular the statements and mapping of the functions referred to in Article 26/2," are inserted between the words "mechanisms referred to in Article 21, § 1," and the words "and its close links with other persons."

[Art. 54] Article 10 of the same law, amended by the Law of 20 July 2022, the current text of which will form paragraph 1, is supplemented by paragraphs 2 and 3, drafted as follows:
"§ 2. For the purpose of assessing the criterion set out in Article 18, paragraph 2, point e), the Bank consults, before ruling on the authorization application, the authorities responsible for the supervision of the fight against money laundering and terrorist financing.
§ 3. When the authorization application leads to the simultaneous introduction of an application for approval or exemption of the approval of a financial company or a mixed financial company in accordance with respectively Article 212/3 or Article 212/2 or the legislation adopted for the transposition of Article 21bis, paragraph 3 or 4, of Directive 2013/36/EU into the law of the Member State to which the financial company or mixed financial company belongs, the Bank coordinates, insofar as necessary and insofar as it is a different competent authority, with the consolidated supervisory authority designated in application of Article 171 and/or with the competent authority of the Member State where the financial company or mixed financial company is established."

[Art. 55] Article 14, paragraph 2 of the same law, the following amendments are made:
1° the first sentence is supplemented by the words ", § 1"; 2° in the second sentence, the words "of the supervisory authorities and notified in accordance with Article 218, paragraph 2" are replaced by the words "of the supervisory authority."

[Art. 56] Article 14/1 of the same law, inserted by the Law of 11 July 2021 and amended by the Law of 20 July 2022, the current text of which will form paragraph 1, the following amendments are made:
1° in paragraph 1, paragraph 1, 2°, the words "the total value of the consolidated assets of all the undertakings of the group of which the stock exchange company is part, which each taken" are replaced by the words "the stock exchange company is part of a group in which the total value of the consolidated assets of all the undertakings of this group subject to the law of a Member State, including, any subsidiary or branch if applicable established in a third country, which"; 2° the article is supplemented by a paragraph 2 drafted as follows:
"§ 2. By way of derogation from paragraph 1, on the basis of the application received in accordance with said paragraph, the supervisory authority may, after receiving an application for exemption from a stock exchange company referred to in paragraph 1, exempt this stock exchange company from the obligation to obtain authorization as a credit institution in accordance with Article 7. When it receives an application for exemption, the supervisory authority informs the EBA. The supervisory authority rules on the application for exemption, taking into account the opinion issued by the EBA and at least the following elements:
a) when the stock exchange company belongs to a group, the organizational structure of the latter, the accounting practices in force within the group and the distribution of assets between its different entities; b) the nature, size and complexity of the activities carried out by the stock exchange company in Belgium and throughout the European Union; c) the importance of the activities carried out by the stock exchange company in Belgium and throughout the European Union, as well as the systemic risk they present. When its decision deviates from the opinion issued by the EBA, the supervisory authority sets out the reasons in its decision. The supervisory authority notifies its decision to the stock exchange company concerned and to the EBA. The supervisory authority re-evaluates its decision every three years."

[Art. 57] Article 18 of the same law is supplemented by a paragraph, drafted as follows:
"In this regard, the supervisory authority may consider that the criterion referred to in paragraph 2, e), is not met when the shareholder is located in a third country listed as a high-risk third country whose anti-money laundering and terrorist financing regimes present strategic deficiencies, in accordance with Article 9 of Directive 2015/849/UE, or in a third country subject to restrictive measures of the Union, and that the supervisory authority considers that this affects the shareholder's ability to put in place the practices and processes required to comply with the anti-money laundering and terrorist financing regime."

[Art. 58] Article 19, § 1, of the same law, last amended by the Law of 20 December 2023, the following amendments are made:
1° in paragraph 1, the words "and the financial director" are inserted between the words "the managers of independent control functions" and the words "are exclusively natural persons"; 2° paragraph 2 is supplemented by the following sentences:
"The absence of a criminal conviction or ongoing criminal proceedings for a criminal offense is not in itself sufficient to satisfy the requirements of honorability, honesty and integrity. For the purpose of examining compliance with the requirements provided for in this article, the information communicated to the supervisory authority comply with the regulatory technical standards adopted by the European Commission." 3° paragraph 3 is supplemented by the following sentences:
"For the purpose of compliance with this paragraph, the supervisory authority may request the authorities responsible for the supervision of the fight against money laundering and terrorist financing to consult, as part of its checks and based on its risk assessment, relevant information concerning the persons referred to in paragraph 1, paragraph 1. The supervisory authority may also request access to the central AML/CFT database referred to in Regulation (EU) 2024/1620 of the European Parliament and of the Council of 31 May 2024 establishing the Anti-Money Laundering and Terrorist Financing Authority and amending Regulations (EU) No 1093/2010, (EU) No 1094/2010 and (EU) No 1095/2010." 4° the paragraph is supplemented by a paragraph drafted as follows:
"In the framework of the assessment of the honorability referred to in paragraph 2 of the persons concerned, the supervisory authority also consults the European Banking Authority's database concerning administrative sanctions referred to in Article 69, paragraph 1, of Directive 2013/36/EU."

[Art. 59] In Article 20, § 1, paragraph 1, of the same law, last amended by the Law of 20 July 2022, 1° is supplemented by the words "including the offenses referred to in Article 505 of the Penal Code".

[Art. 60] In Article 21, § 1, paragraph 1, of the same law, last amended by the Law of 25 March 2025, the following amendments are made:
1° in 3°, the words "including the ESG risks in the short, medium and long term, as well as the concentration risk resulting from exposures vis-à-vis central counterparties, taking into account the conditions set out in Article 7bis of Regulation No 648/2012, and" are inserted between the words "of the risks to which the establishment may be exposed," and the words "including the prevention of conflicts of interest"; 2° 6° is replaced by the following:
"6° a remuneration policy and practices ensuring sound and effective risk management, preventing the taking of risks exceeding the level of tolerance set by the establishment, taking into account in particular the establishment's risk appetite in terms of ESG risk;".

[Art. 61] Article 24, § 2, of the same law is supplemented by two paragraphs, drafted as follows:
"In addition, the legal administrative body includes an adequate number of independent directors, given the size and risk profile of the establishment and the requirements provided for in Article 27.
When the credit institution is part of a group within the meaning of Article 3, 85°, or of a financial conglomerate, the legal administrative body includes at least one independent director who does not exercise any other mandate within the decision-making bodies of the companies belonging to the group or the financial conglomerate."

[Art. 62] Article 25, § 2, of the same law is supplemented by two paragraphs, drafted as follows:
"In addition, the legal administrative body includes an adequate number of independent directors, given the size and risk profile of the establishment and the requirements provided for in Article 27.
When the credit institution is part of a group within the meaning of Article 3, 85°, or of a financial conglomerate, the legal administrative body includes at least one independent director who does not exercise any other mandate within the decision-making bodies of the companies belonging to the group or the financial conglomerate."

[Art. 63] In Article 26, paragraph 2, of the same law, amended by the Law of 18 December 2015, 3° is repealed.

Art. 64. In Article 26/1 of the same law, inserted by the law of 20 December 2023, the following amendments are made:
1° the words "principal risks" are replaced by the words "related risks"; 2° the provision is supplemented by the words: "and the repercussions that the activity generates in the short, medium and long term, taking into account environmental, social and governance (ESG) factors."; 3° the provision is supplemented by the following sentence:
"To this end, the overall composition of these bodies is sufficiently diversified to reflect a sufficiently wide range of qualities, skills and experience, and the credit institution promotes, in a proportional manner and in accordance with the diversity policy referred to in Article 31, § 2, paragraph 1, 1°, paragraph 2, diversity and balance between the sexes within the said bodies."

Art. 65. In Book II, Title I, Chapter II, Section VI, Sub-section II, of the same law, an Article 26/2 is inserted, drafted as follows:
"Art. 26/2. Without prejudice to the overall collective responsibility of the statutory administrative body, credit institutions establish, maintain and update individual records specifying the roles and functions of all members of the management committee and other persons participating in effective management and holders of key functions as well as a mapping of functions, including detailed information on the hierarchical structure, on the sharing of responsibilities, and on the persons who are part of the governance arrangement referred to in Article 21, § 1, as well as on their functions. Without prejudice to Article 60, § 3, these individual records of functions and the mapping of functions are, at all times, made available to the supervisory authority and are otherwise communicated to it in good time and upon request."

Art. 66. In Article 27 of the same law, last amended by the law of 20 July 2022, the following amendments are made:
1° in the first paragraph, the words ", a member may not sit on more than three of the aforementioned committees" are deleted; 2° paragraphs 2 and 3 are replaced by three paragraphs, drafted as follows:
"Each of the committees referred to in the first paragraph must have at least three members, a member may not sit on more than three of the aforementioned committees. The chairman of the audit committee is designated by its members and the chairman of the risk committee may not be the chairman of the statutory administrative body or of another committee. The committees referred to in the first paragraph have an adequate number of independent directors within the meaning of Article 3, 83°, and in any case at least one. Furthermore, the audit committee has a majority of independent directors within the meaning of Article 3, 83°. In addition, when the credit institution is of significant importance within the meaning of Article 3, 30°, the committees referred to in the first paragraph have a majority of independent directors within the meaning of Article 3, 83°."; 3° the article is supplemented by a paragraph, drafted as follows:
"Unless Article 7:97 of the Code of Companies and Associations applies, when the credit institution is part of a group within the meaning of Article 3, 85°, or a financial conglomerate, and it does not qualify as a credit institution parent in the EEA, prior to any material transaction between the credit institution and one or more entities belonging to the same group or financial conglomerate or decision by the credit institution of which one or more of these entities are beneficiaries having a material impact on the credit institution, an ad hoc committee, composed of independent directors within the meaning of Article 3, 83°, must give an opinion to the statutory administrative body on the interest of the transaction concerned for the credit institution, in particular its conformity with the social interest, and on potential conflicts of interest that may result from the transaction. A transaction is in particular considered as material or a decision as having a material impact on the credit institution when it represents at least 5% of the total of its assets or when it may have a significant impact on its liquidity or solvency position or on its profitability."

Art. 67. In Article 29 of the same law, the following amendments are made:
1° in paragraph 2, the first paragraph is supplemented by the following sentence:
"The statutory administrative body exercises overall responsibility for the credit institution's strategies and policies on risks."; 2° in paragraph 4, the words "including those resulting from the effects of environmental, social and governance (ESG) factors," are inserted between the words "of risks," and the words "of capital requirements".

Art. 68. In Article 31, § 2, paragraph 1, 1° of the same law, amended by the law of 11 July 2021, the following amendments are made:
1° a paragraph drafted as follows is inserted between paragraphs 1 and 2:
"For the purpose of complying with Article 26/1, the nomination committee draws on a wide range of qualities and skills when recruiting members and promotes, in a proportional manner, diversity and balance between the sexes within the statutory administrative body. To this end, the credit institution puts in place policies favourable to diversity within the statutory administrative body and the management committee."; 2° in the second paragraph becoming the third paragraph, the words "In particular," are inserted at the beginning of the sentence.

Art. 69. Article 35 of the same law is replaced by the following:
"Art. 35. § 1. Credit institutions take the necessary measures to permanently have the following adequate independent control functions:
a) compliance; b) risk management; c) internal audit.
The independent control functions ensure that all significant risks are correctly identified, measured and reported. They provide an overview of all risks to which the institution is exposed.
§ 2. The independent control functions are independent of the operational functions and have sufficient authority, status and resources, as well as direct access to the statutory administrative body.
The heads of the independent control functions are, in the exercise of their function, functionally independent of the persons participating in effective management. They report directly, in the manner specified by this law, to the statutory administrative body. Unless in the cases and under the conditions referred to in Article 37/1, the responsibility for the risk management function, the compliance function and the internal audit function is assumed separately. The staff members exercising independent control functions are independent of the operational units of the institution they supervise and have the necessary powers for the proper performance of their functions. The remuneration of these persons is determined based on the achievement of objectives related to their functions, independently of the performance of the controlled business areas. § 3. In its assessment of the adequacy of the functions referred to in paragraph 1, the supervisory authority takes into account the provisions of Article 21, § 2."

Art. 70. In Article 36 of the same law, last amended by the law of 5 December 2017, the following amendments are made:
1° in the first paragraph, the first paragraph is supplemented by the following sentence:
"The compliance function evaluates and aims to mitigate in particular the compliance risk and ensures that the institution's risk strategy takes into account the compliance risk and that the compliance risk is duly taken into account in all significant risk management decisions."; 2° in paragraph 2, the first paragraph is repealed.

Art. 71. Article 37 of the same law is replaced by the following:
"§ 1. The risk management function actively participates in the development of the institution's risk strategy as well as in all its significant risk management decisions and monitors the effective implementation of the risk strategy.
§ 2. The head of the risk management function is a member of the management committee whose only specific function for which he is individually responsible is that function.
When the credit institution is not of significant importance within the meaning of Article 3, 30°, the supervisory authority may, by derogation from the first paragraph and without prejudice to Article 35, § 2, paragraph 2, authorize that a staff member of the institution belonging to senior management assume the risk management function provided that there is no conflict of interest on his part. § 3. Notwithstanding paragraph 2 and without prejudice to Articles 21 and 37/1, the head of the compliance function may be attached, on a purely organizational basis, to the areas of responsibility assigned to the head of the risk management function, provided that the latter does not assume responsibility for the compliance function and provided that the exercise of the two functions concerned remains ensured separately."

Art. 72. In Book II, Title I, Chapter II, Section VI, Sub-section IV, of the same law, an Article 37/1 is inserted, drafted as follows:
"Art. 37/1. When the credit institution is not of significant importance within the meaning of Article 3, 30°, the supervisory authority may, by derogation from Article 37, § 2, paragraph 1, and without prejudice to Article 35, § 2, paragraph 2, authorize that the same person who is a member of the management committee or a staff member of the institution belonging to senior management, assume the responsibilities related to both the compliance function and the risk management function, provided that there is no conflict of interest on his part and that this head of risk management and compliance functions:
1° meets the fitness criteria and the requirements regarding knowledge, qualifications and experience necessary for the different areas concerned; and 2° has sufficient time to correctly perform the two control functions."

Art. 73. Article 38 of the same law is replaced by the following:
"Art. 38. The compliance function and the risk management function report directly and regularly and issue recommendations to the statutory administrative body, where appropriate, via the risk committee and this, at least once a year.
They may in particular inform him of concerns and warn him, where appropriate, or in the event of changes in risks affecting or likely to affect the institution, in particular by damaging its reputation, without prejudice to the responsibilities incumbent on the statutory administrative body under this law and Regulation No 575/2013. In addition, the heads of the compliance and risk management functions attend, without participating in decision-making, the meetings of the risk committee at least for the points inherent to the institution's risk strategy."

Art. 74. In Article 39 of the same law, last amended by the law of 20 July 2022, the following amendments are made:
1° paragraph 2 is supplemented by the following sentence:
"The internal audit function carries out in particular an independent review of the effective implementation of the institution's risk strategy."; 2° paragraph 3 is replaced by the following:
"§ 3. The internal audit function reports directly and regularly and issues recommendations to the statutory administrative body, where appropriate, via the audit committee, with information to the management committee, and this, at least once a year.
It may in particular inform him of concerns and warn him, where appropriate, or in the event of changes in risks affecting or likely to affect the institution, in particular by damaging its reputation, without prejudice to the responsibilities of the statutory administrative body under this law and Regulation No 575/2013. In addition, the head of the internal audit function attends, without participating in decision-making, the meetings of the audit committee at least for the points inherent to the institution's risk strategy."; 3° the article is supplemented by paragraph 4, drafted as follows:
"§ 4. The internal audit function is not associated with any other line of activity or control function of the institution."

Art. 75. In Article 47 of the same law, last amended by the law of 20 July 2022, the following amendments are made:
1° in the first paragraph, the word "two" is replaced by the word "ten"; 2° in the sixth paragraph, the first sentence is replaced as follows:
"Without prejudice to paragraphs 4 and 5, when the changes in the envisaged capital structure lead to the simultaneous introduction of an application for approval or exemption from approval of a financial company or a mixed financial company in accordance with respectively Article 212/3 or Article 212/2 or to the legislation taken for the transposition of Article 21bis, paragraph 3 or 4, of Directive 2013/36/EU in the law of the Member State to which the financial company or mixed financial company belongs, the evaluation period referred to in paragraph 2 is suspended until the end of the approval or exemption procedure referred to in those articles."

Art. 76. Article 49 of the same law, amended by the law of 11 July 2021, is supplemented by a paragraph, drafted as follows:
"For the purpose of assessing the criterion set out in Article 18, paragraph 2, e), the Bank consults the authorities referred to in Article 10, § 2. These authorities ensure that they communicate their opinion to the Bank within thirty working days from receipt of the request for opinion. An unfavourable opinion from these authorities is duly taken into consideration in the assessment and may constitute a reasonable ground for opposition."

Art. 77. In Article 54, first paragraph of the same law, the words ", in particular if this person has contributed to or has been responsible for an offence under the provisions referred to in Article 346, § 1" are inserted between the words "sound and prudent" and the words ", and without prejudice".

Art. 78. In Article 57, § 1 of the same law, paragraph 2 is replaced by the following:
"To this end, the statutory administrative body approves and regularly reviews, and at least every two years, the strategies and policies governing the taking, management, monitoring and mitigation of risks to which the credit institution is or could be exposed, including risks generated by the macroeconomic environment in which it operates, given the state of the economic cycle and those resulting from the current and short, medium and long term impacts of environmental, social and governance (ESG) factors. For small and non-complex credit institutions within the meaning of Article 4, paragraph 1, point 145), of Regulation No 575/2013 this review will take place every two years."

Art. 79. In Book II, Title II, Chapter III, Section II, Sub-section I, of the same law, an Article 57/1 is inserted, drafted as follows:
"Art. 57/1. § 1. The statutory administrative body puts in place specific plans comprising quantifiable objectives and processes, and ensures the monitoring of their implementation, to monitor and treat financial risks arising in the short, medium and long term from ESG factors, including those arising from the adjustment process and transition trends in the context of relevant European and national regulatory objectives and legal acts regarding ESG factors, in particular the objectives for achieving climate neutrality as well as, where appropriate for institutions active at international level, the legal and regulatory objectives of third countries. The quantifiable objectives and processes for treating ESG risks included in the plans referred to in the first paragraph take into account the latest reports of the European Scientific Advisory Board on climate change and the latest measures it has prescribed, in particular regarding the achievement of the European Union's climate objectives. When the credit institution publishes sustainability information in accordance with Book III of the Code of Companies and Associations, the plans put in place under paragraph 1 are consistent with the plans referred to in Articles 3:6/3 and 3:32/2 of that Code and include, in particular, measures consistent with these plans regarding the business model and the strategy of the credit institution. § 2. When the credit institution is small and non-complex within the meaning of Article 4, paragraph 1, point 145), of Regulation No 575/2013, the statutory administrative body implements the requirements referred to in paragraph 1 in a proportional manner. The Bank determines, by way of regulation taken under Article 12bis, § 2, of the law of 22 February 1998, in particular in which areas a derogation or simplified procedure may be applied. § 3. The statutory administrative body puts in place specific plans and quantifiable objectives, respecting the requirements set out in Article 7bis of Regulation No 648/2012, to monitor and treat the concentration risk arising from exposures to central counterparties that provide services of substantial systemic importance for the Union or for one or more of its Member States."

Art. 80. In Book II, Title II, Chapter III, Section II, of the same law, the heading of Sub-section III is replaced by the following: "Sub-section III. Internal assessment of fitness, training, appointments, resignations and exercise of external functions".

Art. 81. In Book II, Title II, Chapter III, Section II, Sub-section III, of the same law, an Article 59/2 is inserted, drafted as follows:
"Art. 59/2. § 1. It is primarily the responsibility of the credit institution to ensure permanent compliance with the requirements provided for in Articles 19, 20, 26/1 and 62.
To this end, the fitness of the persons referred to in Article 19 is assessed before they take up their functions and then regularly, taking into account the supervisory requirements and expectations established by or under this law, by the technical standards and guidelines adopted by the European Supervisory Authorities, in particular by the European Banking Authority, and internal fitness policies. § 2. In particular, the credit institution carries out a reassessment of compliance with the requirements provided for in Article 19 in the event of the occurrence of one of the facts or elements referred to in Article 60, § 4, paragraph 1. § 3. If, under paragraph 1, the credit institution concludes that a person referred to in Article 19, whether a candidate for the function or in office, does not meet or no longer meets the requirements provided for in Articles 19, 20, 26/1 and 62, it:
1° ensures that the candidate concerned does not occupy the envisaged function; 2° dismisses or terminates the contract of the person concerned, as soon as possible; or 3° takes, in good time, insofar as this is possible, the additional measures necessary to ensure that the person concerned is fit to perform the functions incumbent upon him."

Art. 82. In Book II, Title II, Chapter III, Section II, Sub-section III, of the same law, an Article 59/3 is inserted, drafted as follows:
"Art. 59/3. The credit institution allocates adequate human and financial resources to the initiation and training of members of the statutory administrative body and the management committee, including regarding environmental, social and governance (ESG) risks and IT risk, as defined in Article 4, paragraph 1, point 52quater), of Regulation No 575/2013."

[Art. 83] [84]. In Article 60 of the same law, last amended by the Law of 20 December 2023, the following modifications are made:

1° in paragraph 1, the following modifications are made:

a) in the first subparagraph:

the words ", according to the procedures it determines," are inserted between the words "the supervisory authority" and the words "of the proposal for appointment";
the subparagraph is completed by the words "and the financial director";

b) in the second subparagraph, third indent, the words "in application of Article 31, § 2, 1°, notably in matters of representation of persons of different sexes" are replaced by the words "in application of Article 31, § 2, notably in matters of diversity and representation of persons of different sexes";

c) the second subparagraph is completed by the following:

"- the requirements provided for in Article 62 are respected by the persons whose appointment is proposed."

2° in paragraph 2, the first subparagraph is replaced by the following:

"The appointment of the persons referred to in paragraph 1 is subject to the prior approval of the supervisory authority. The supervisory authority duly considers communicating the expected timeframe for rendering its decision. This timeframe may be extended, if necessary. The approval of the supervisory authority is given only if the appointment in question ensures compliance with Articles 19 and 62 by the person concerned and with Article 26/1 by the credit institution. The approval also takes into account compliance with the policy and objective established by the nomination committee, in application of Article 31, § 2, notably in matters of diversity and representation of persons of different sexes."

3° in paragraph 4, the following modifications are made:

a) the first subparagraph is completed by the following sentence: "In this case, the credit institution carries out a reassessment in accordance with Article 59/2, § 2.";

b) in the second subparagraph, the words "may carry out" are replaced by the word "carries out";

c) the second subparagraph is completed by the following sentence: "For the purposes of monitoring permanent compliance with Article 19, § 1, second subparagraph, the supervisory authority makes use of the information referred to in Article 19, § 1, subparagraphs 3 and 4."

[Art. 84] [85]. In Article 61 of the same law, last amended by the Law of 27 June 2021, the words "persons who are" are deleted each time.

[Art. 85] [86]. In Article 62 of the same law, last amended by the Law of 20 July 2022, the following modifications are made:

1° in paragraph 2, the following modifications are made:

a) the words "or even an association" are replaced by the words "or even an association or a foundation";

b) the paragraph is completed by the following sentence: "The number of management mandates or functions that may be exercised in application of this article takes into account the particular situation as well as the nature, scale, and complexity of the credit institution's activities."

2° in paragraph 5, the words "and where the mandate is exercised within organizations that do not pursue primarily commercial objectives" are inserted between the words "except in the case where the mandate within the credit institution is exercised on behalf of a Member State" and the words ", in the following number of mandates:";

3° in paragraph 6, the second sentence is completed by the words "and where the mandate is exercised within organizations that do not pursue primarily commercial objectives";

4° in paragraph 7, the second sentence is repealed;

5° paragraph 9, second subparagraph is completed by the words "or even a set of entities that are members of the same institutional protection system, provided that the conditions set out in Article 113, paragraph 7, of Regulation No 575/2013 are met, or of entities in which the same institutional protection system holds a qualifying holding."

[Art. 86] [87]. In Article 67, second subparagraph, of the same law, last amended by the Law of 20 July 2022, the following modifications are made:

1° in 1°, the words "of the senior management" are replaced by the words "all other persons participating in effective management";

2° in 2° the word "independent" is inserted between the words "control functions" and the words "or the units";

3° in 3°, a), the words "of the senior management" are replaced by the words "to other persons participating in effective management".

[Art. 87] [88]. In Article 75, § 1, of the same law, amended by the Law of 20 July 2020, a subparagraph drafted as follows is inserted between subparagraphs 1 and 2:

"For the purposes of the first subparagraph, the supervisory authority may in particular:

1° require credit institutions to publish the information referred to in Part Eight of Regulation No 575/2013 more frequently than required by Articles 433 to 433quater of that Regulation;

2° set timeframes within which credit institutions, other than small and non-complex credit institutions as defined in Article 4, paragraph 1, point 145), of Regulation No 575/2013, communicate the information to be published referred to in 1° to the EBA for their publication on the EBA website for centralized publications;

3° require credit institutions to use specific media and methods for their publications, other than the EBA website for their centralized publications or their financial statements."

[Art. 88] [89]. In Book II, Title II, Chapter IV of the same law, the title of Section II is replaced as follows: "Acquisitions of significant participations, mergers and demergers, significant transfers of assets and liabilities and other strategic decisions, certain acquisitions of securities and transfers by or between credit institutions".

[Art. 89] [90]. In Book II, Title II, Chapter IV, Section II of the same law, a Sub-section I is inserted, titled "Acquisitions of significant participations".

[Art. 90] [91]. In Sub-section I, inserted by Article 89, Article 76/1 is inserted, drafted as follows:

"Art. 76/1. Without prejudice to the application of Articles 182/1 and 182/2, any credit institution that has decided to acquire, directly or indirectly, a significant participation is required to notify the supervisory authority in writing beforehand, stating the envisaged amount of its participation and the relevant information referred to in the third subparagraph.

For the purposes of the first subparagraph, a participation is considered significant if it is at least equal to 15% of the eligible own funds of the credit institution referred to in Article 4, first subparagraph, 71), a), of Regulation No 575/2013, either on an individual basis or on a consolidated basis of the group to which the credit institution belongs.

The Bank publishes on its website a list specifying the relevant, proportionate, and adapted information necessary to carry out the assessment, which must be communicated at the time of the notification referred to in the first subparagraph."

[Art. 91] [92]. In the same Sub-section I, Article 76/2 is inserted, drafted as follows:

"Art. 76/2. Promptly, and in any event within a period of ten working days after receipt of the notification and complete information referred to in Article 76/1, as well as after any subsequent receipt of the information referred to in the third subparagraph, the supervisory authority acknowledges receipt in writing to the credit institution. The acknowledgment of receipt indicates the expiration date of the assessment period.

The assessment period available to the supervisory authority to take the decision referred to in Article 76/3, § 2, is a maximum of sixty working days from the date of the acknowledgment of receipt of the notification and all required documents in accordance with the list referred to in Article 76/1, third subparagraph.

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

During the period between the date of the information request by the supervisory authority and the receipt of a response from the credit institution to that request, the assessment period is suspended. This suspension may not exceed twenty working days. The supervisory authority may make further requests to obtain additional information or clarifications beyond the deadline determined in accordance with the third subparagraph, provided that such requests do not result in a suspension of the assessment period.

The supervisory authority may nevertheless extend the suspension referred to in the fourth subparagraph to a maximum of thirty working days in the following cases:

a) if the entity within which a participation would be acquired is established outside the European Economic Area or is subject to non-Community regulation; or

b) if an exchange of information with the authorities responsible for supervising the prevention of money laundering and terrorist financing is necessary to carry out the assessment referred to in Article 76/3, § 1.

Without prejudice to subparagraphs 4 and 5, when the envisaged acquisition leads to the simultaneous submission of a request for approval or exemption from approval of a financial holding company or a mixed financial holding company in accordance with Article 212/3 or Article 212/2 respectively, or with the legislation taken to transpose Article 21bis, paragraph 3 or 4, of Directive 2013/36/EU into the law of the Member State to which the financial holding company or mixed financial holding company belongs, the assessment period referred to in the second subparagraph is suspended until the end of the approval or exemption procedure referred to in those articles.

If the envisaged acquisition concerns an acquisition referred to in Article 46, paragraph 1, of a qualifying holding in a Belgian credit institution or an acquisition of a qualifying holding in a credit institution subject to the law of another Member State, referred to in the legislation taken to transpose Article 22, paragraph 1, of Directive 2013/36/EU into the law of that Member State, to which the assessment period provided for in Article 47, paragraph 2, applies, or in the legislation taken to transpose Article 22, paragraph 2, of Directive 2013/36/EU, or another entity with respect to which European law provides an identical or similar procedure to carry out modifications in the capital structure, the deadline for carrying out the assessment in accordance with paragraph 2 does not expire until the end of the last of the two relevant assessment periods.

Without prejudice to the provisions of this article and Article 76/3, § 1, second subparagraph, when the supervisory authority has received several projects for the acquisition of significant participations concerning the same entity, it treats the candidate acquirers in a non-discriminatory manner."

[Art. 92] [93]. In the same Sub-section I, Article 76/3 is inserted, drafted as follows:

"Art. 76/3. § 1. In carrying out the assessment of the notification and information referred to in Article 76/1, the supervisory authority assesses the prospects for sound and prudent management of the credit institution, and in particular the risks to which it might be exposed after the envisaged acquisition, with regard to the following criteria:

a) the ability of the credit institution to meet and continue to meet the prudential obligations arising from this law and the decrees and regulations taken in implementation thereof, as well as from Regulation No 575/2013 and other directly applicable provisions of Union law;

b) the existence of reasonable grounds for suspecting that the envisaged acquisition is linked to an ongoing or past money laundering or terrorist financing operation, or that the envisaged acquisition could increase the risk thereof.

By way of exception, the supervisory authority may waive carrying out the assessment referred to in the first subparagraph when the envisaged acquisition of a significant participation is carried out between entities of the same group referred to in Article 113, paragraph 6, of Regulation No 575/2013 or between entities of the same institutional protection system referred to in Article 113, paragraph 7, of that Regulation.

§ 2. The supervisory authority may not oppose the envisaged acquisition unless there are reasonable grounds for doing so based on the criteria set out in paragraph 1, first subparagraph, or if the information provided by the credit institution is incomplete despite a request made in accordance with Article 76/2, third subparagraph. In particular, the supervisory authority does not examine the envisaged acquisition from the perspective of the economic needs of the market.

When the supervisory authority decides to oppose the envisaged acquisition, it informs the credit institution in writing within a period of two working days from the assessment referred to in paragraph 1, first subparagraph, and before the end of the assessment period.

If, during the assessment period, the supervisory authority has not opposed the envisaged acquisition in writing, it is deemed approved.

The supervisory authority may attach the condition to its decision that the envisaged acquisition must be concluded within a maximum period and, if necessary, extend that period."

[Art. 93] [94]. In the same Sub-section I, Article 76/4 is inserted, drafted as follows:

"Art. 76/4. § 1. The supervisory authority carries out the assessment referred to in Article 76/3, § 1, first subparagraph, in close consultation with any other competent supervisory authority, or, where applicable, in consultation with the FSMA, if the envisaged acquisition concerns one of the following persons or establishments:

a) a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, an OPCA manager, or a management company for collective investment undertakings authorized under the law of another Member State, or, where applicable, by the FSMA;

b) the parent undertaking of an undertaking referred to in a);

c) a natural or legal person controlling an undertaking referred to in a).

To this end, the supervisory authority exchanges, as soon as possible, with these authorities any essential or relevant information for the assessment. In this context, it communicates on its own initiative any essential information and, upon request, any other relevant information. The supervisory authority strives to coordinate its assessment and to ensure the consistency of its decision with that of the other competent supervisory authority or, where applicable, the FSMA. In the cases referred to in the first subparagraph, any decision of the supervisory authority therefore mentions any opinions or reservations formulated by the other competent supervisory authority or, where applicable, the FSMA.

In the case referred to in Article 76/2, sixth subparagraph, the supervisory authority coordinates, as necessary and to the extent that it is a different competent authority, with the consolidated supervisory authority designated in application of Article 171 and/or with the competent authority of the Member State to which the financial holding company or mixed financial holding company belongs.

§ 2. To carry out the assessment relating to the criterion set out in Article 76/3, § 1, first subparagraph, b), the supervisory authority consults the authorities responsible for supervising the prevention of money laundering and terrorist financing. These authorities ensure that they communicate their opinion to the supervisory authority within a period of thirty working days from the receipt of the request for an opinion. In its assessment, the supervisory authority duly takes into account any adverse opinion from the aforementioned authorities, which may constitute reasonable grounds for opposition for the supervisory authority."

[Art. 94] [95]. In the same Sub-section I, Article 76/5 is inserted, drafted as follows:

"Art. 76/5. Any credit institution that has decided to cease holding, directly or indirectly, a significant participation referred to in Article 76/1, first subparagraph, notifies the supervisory authority in writing beforehand and communicates the amount of the participation in question."

[Art. 95] [96]. In the same Sub-section I, Article 76/6 is inserted, drafted as follows:

"Art. 76/6. In the event of failure to carry out the prior notification prescribed by Article 76/1 or in the event of acquisition of a significant participation despite the opposition referred to in Article 76/3, § 2, the supervisory authority takes appropriate measures without delay, including those referred to in Articles 234 to 236. In particular, if a significant participation is acquired despite the opposition referred to in Article 76/3, § 2, the supervisory authority takes without delay the measure referred to in Article 234, § 2, 11°/3."

[Art. 96] [97]. In Book II, Title II, Chapter IV, Section II, of the same law, a Sub-section II is inserted, titled "Mergers and demergers".

[Art. 97] [98]. In Sub-section II, inserted by Article 96, Article 76/7 is inserted, drafted as follows:

"Art. 76/7. § 1. For the application of this Sub-section, the following shall be understood:

1° merger: an operation referred to in Articles 12:2, 12:3, or 12:7 of the Code of Companies and Associations;

2° demerger: an operation referred to in Articles 12:4 to 12:6 or 12:8 of the Code of Companies and Associations;

3° financial stakeholders: credit institutions, approved or designated financial holding companies, and approved or designated mixed financial holding companies subject to the law of a Member State and concerned by the envisaged operation.

§ 2. This Sub-section does not prejudice the application of regulations relating to the control of concentrations, including, in particular, Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings, and Articles 12:12 to 12:91 of the Code of Companies and Associations.

Mergers and demergers resulting from the application of the provisions of Book II, Title VIII, and Book XI of this law are not subject to the obligations of this Sub-section."

[Art. 98] [99]. In the same Sub-section II, Article 76/8 is inserted, drafted as follows:

"Art. 76/8. § 1. If a credit institution plans to carry out a merger and the entity resulting from this merger is subject to the control of the supervisory authority, it notifies the supervisory authority in writing.

This paragraph applies to the following situations:

1° the credit institution plans to carry out a merger by absorption or an operation assimilated to it, where the credit institution would have the status of the beneficiary company;

2° the credit institution participates in a merger by absorption or an operation assimilated to it, where the credit institution would have the status of the dissolved company but where the beneficiary company would, at the end of the operation, be a Belgian credit institution;

3° the credit institution participates in a merger by creation of a new company, where the new company to be created would qualify as a Belgian credit institution.

§ 2. If a credit institution plans to carry out a merger and the entity resulting from this merger is subject to the control of the competent authority of another Member State, it notifies the competent authority of the other Member State in writing in accordance with the provisions transposing Article 27decies of Directive 2013/36/EU in that Member State.

This paragraph applies to the following situations:

1° the credit institution participates in a merger by absorption or an operation assimilated to it, where the credit institution would have the status of the dissolved company and where the beneficiary company would, at the end of the operation, be a credit institution subject to the law of another Member State;

2° the credit institution participates in a merger by creation of a new company, where the new company to be created would qualify as a credit institution subject to the law of another Member State.

§ 3. When the supervisory authority receives a notification from a financial stakeholder subject to the law of another Member State concerning a merger resulting in an entity subject to the control of the supervisory authority, the provisions of this Sub-section apply mutatis mutandis. To this end, references to the credit institution in this Sub-section must be read as references to the financial stakeholder subject to the law of another Member State.

This paragraph applies to the following situations:

1° the financial stakeholder subject to the law of another Member State participates in a merger by absorption or an operation assimilated to it, where this financial stakeholder would have the status of the dissolved company but where the beneficiary company would, at the end of the operation, be a Belgian credit institution, financial holding company, or mixed financial holding company;

2° the financial stakeholder subject to the law of another Member State participates in a merger by creation of a new company, where the new company to be created would qualify as a Belgian credit institution, financial holding company, or mixed financial holding company.

§ 4. If the credit institution plans to carry out a demerger, it notifies the supervisory authority in writing.

This paragraph applies to the following situations:

1° the credit institution plans to carry out a demerger by absorption, a demerger by creation of new companies, or a mixed demerger, where the credit institution would have the status of the dissolved company;

2° the credit institution plans to carry out an operation assimilated to a demerger, where the credit institution would have the status of the split company."

Art. 99. In the same Sub-section II, Article 76/9 is inserted, worded as follows:
"Art. 76/9. The notification referred to in Article 76/8 is made after the adoption of the draft terms of the proposed operation and prior to the implementation of the proposed operation. It also indicates the relevant information referred to in paragraph 2.
The Bank publishes on its website a list specifying the relevant information for the assessment, proportionate and adapted to the nature of the proposed operation, which must be communicated to the supervisory authority at the time of the notification referred to in Article 76/8."

Art. 100. In the same Sub-section II, Article 76/10 is inserted, worded as follows:
"Art. 76/10. § 1. Promptly, and in any event within a period of ten working days after receipt of the notification and complete information referred to in Article 76/9, as well as after the possible subsequent receipt of the information referred to in paragraph 2, the supervisory authority acknowledges receipt in writing. The supervisory authority may request additional information necessary to carry out the assessment. This request is made in writing and specifies the additional information required. § 2. If the proposed operation involves only financial stakeholders of the same group, the provisions relating to the assessment period referred to in Article 76/2, paragraphs 2 to 5, apply mutatis mutandis, it being understood that, for the purposes of Article 76/2, paragraph 5, a), the period may be extended if one of the entities participating in the proposed operation is established outside the European Economic Area or is subject to non-Community regulation. The supervisory authority indicates in the acknowledgment of receipt referred to in paragraph 1, first paragraph, the expiry date of the assessment period."

Art. 101. In the same Sub-section II, Article 76/11 is inserted, worded as follows:
"Art. 76/11. § 1. When assessing the notification referred to in Article 76/8 and the information referred to in Article 76/9, the supervisory authority, in order to ensure sound and prudent management of the credit institution after the implementation of the proposed operation, and in particular with regard to the risks to which the credit institution is or could be exposed during and after the implementation of the proposed operation, as well as the risks to which the entity resulting from the proposed operation could be exposed, evaluates the proposed operation with regard to the following criteria:
a) the honesty of the credit institution participating in the proposed operation; b) the financial soundness of the credit institution participating in the proposed operation, taking into account in particular the type of activities carried out and envisaged within the entity resulting from the proposed operation; c) the ability of the entity resulting from the proposed operation to meet and continue to meet the prudential obligations arising from this Law and the regulations issued in implementation thereof, as well as Regulation No 575/2013 and, where applicable, any other provisions of European law regulating the activities of the entity resulting from the proposed operation; d) the realism and prudential soundness of the implementation plan for the proposed operation, in particular regarding the management of risks related to the activities of the entity resulting from the proposed operation; e) the existence of reasonable grounds to suspect that the proposed operation is linked to an ongoing or past money laundering or terrorist financing operation or transaction, or that the envisaged acquisition could increase such risk. By way of exception, the assessment provided for in paragraph 1 is not carried out when the proposed operation requires approval in accordance with Article 7 or approval in accordance with Article 212/1. Furthermore, the supervisory authority may, by way of exception, waive the assessment referred to in paragraph 1 when the proposed operation is a merger involving only financial stakeholders of the same group, including federations of credit institutions. § 2. The proposed operation may not be implemented prior to the authorization of the supervisory authority. However, if the proposed operation concerns only financial stakeholders of the same group, the authorization of the supervisory authority is deemed granted if, at the end of the assessment period, it has not opposed the proposed operation in writing. § 3. The supervisory authority may refuse its authorization only if the criteria set out in paragraph 1, first paragraph, are not met, or when the information communicated by the credit institution is incomplete despite a request made in application of Article 76/10, § 1, paragraph 2. The supervisory authority may not examine the proposed operation from the perspective of the economic needs of the market. The supervisory authority communicates its authorization or refusal in writing to the credit institution within two working days from the completion of the assessment referred to in paragraph 1, first paragraph. The credit institution informs the notary responsible for confirming the internal and external existence and legality of the legal acts and formalities to which the company is subject, as referred to in Book 12, Title 2 of the Code of Companies and Associations, of this authorization or refusal. The supervisory authority may attach to its decision the condition that the proposed operation must be concluded
within a maximum period. The supervisory authority ensures appropriate monitoring of the implementation plan referred to in paragraph 1, first paragraph, d), until the implementation of the proposed operation."

Art. 102. In the same Sub-section II, Article 76/12 is inserted, worded as follows:
"Art. 76/12. § 1. The supervisory authority carries out the assessment referred to in Article 76/11, § 1, first paragraph, in close consultation with any other competent supervisory authority, or, where appropriate, in consultation with the FSMA, if the proposed operation also concerns a financial stakeholder subject to the law of another Member State or one of the following entities:
a) a credit institution, an insurance undertaking, a reinsurance undertaking, an investment firm, an OPCA manager or a management company for collective investment undertakings authorized under the law of another Member State, or, where appropriate, by the FSMA; b) the parent undertaking of an undertaking referred to in a); c) a legal person controlling an undertaking referred to in a). To this end, the supervisory authority exchanges, as soon as possible, with these authorities any essential or relevant information for the assessment. In this context, it communicates upon request any relevant information and, on its own initiative, any essential information. The supervisory authority strives to coordinate its assessment and to ensure the consistency of its decision with that of the other competent supervisory authority or, where appropriate, the FSMA. In the cases referred to in the first paragraph, the decision of the supervisory authority mentions any opinions or reservations formulated by the other competent supervisory authority or, where appropriate, by the FSMA. § 2. To carry out the assessment relating to the criterion set out in Article 76/11, § 1, first paragraph, e), the supervisory authority consults the authorities responsible for the supervision of the fight against money laundering and terrorist financing. These authorities ensure that they communicate their opinion to the supervisory authority within a period of thirty working days from receipt of the request for an opinion. In its assessment, the supervisory authority duly takes into account any adverse opinion from the aforementioned authorities, which may constitute for it a reasonable ground for opposition to the proposed operation."

Art. 103. In the same Sub-section II, Article 76/13 is inserted, worded as follows:
"Art. 76/13. When the supervisory authority is consulted by another competent authority as part of its assessment of a proposed operation involving a credit institution, the supervisory authority cooperates closely with that other competent authority. To this end, the supervisory authority exchanges with that authority, as soon as possible, any relevant or essential information for the assessment of a proposed operation by the other competent authority and communicates its possible opinions or reservations concerning said assessment."

Art. 104. In the same Sub-section II, Article 76/14 is inserted, worded as follows:
"Art. 76/14. In the event of failure to carry out the prior notification prescribed by Article 76/8 or in the event of implementation of a proposed operation referred to in Article 76/8 in the absence of prior authorization from the supervisory authority referred to in Article 76/11, the supervisory authority takes without delay the appropriate measures, in particular those referred to in Articles 234 to 236."

Art. 105. In Book II, Title II, Chapter IV, Section II of the same Law, a Sub-section III, titled "Significant transfers of assets or liabilities," is inserted.

Art. 106. In Sub-section III, inserted by Article 105, Article 76/15 is inserted, worded as follows:
"Art. 76/15. § 1. Without prejudice to Article 77, the credit institution notifies in writing in advance to the supervisory authority any significant transfer or any significant acquisition of assets or liabilities that it carries out by means of a sale or another operation, including transfers between credit institutions of the same group or between credit institutions and financial companies or mixed financial companies of the same group. The supervisory authority acknowledges receipt in writing promptly, and in any event within a period of ten working days from the date of receipt of the notification. § 2. The transfer is considered significant for a credit institution if it is at least equal to 10% of the total of its assets or its liabilities, unless the transfer is carried out between entities of the same group, in which case the transfer is considered significant for a credit institution if it is at least equal to 15% of the total of its assets or its liabilities. § 3. For the calculation of the percentages referred to in paragraph 2, the following are not taken into account:
1° transfers of non-performing assets;
2° transfers of assets to be allocated to the special patrimony referred to in Article 1, 1°/2, of Annex III of this Law; 3° transfers of assets intended to be securitized; 4° transfers of assets or liabilities carried out in the framework of the use of the instruments, powers and resolution mechanisms referred to in Book II, Title VIII."

Art. 107. In the same Sub-section III, Article 76/16 is inserted, worded as follows:
"Art. 76/16. In the event of failure to carry out the prior notification prescribed by Article 76/15, the supervisory authority takes without delay the appropriate measures, in particular those referred to in Articles 234 to 236."

Art. 108. In Book II, Title II, Chapter IV, Section II, of the same Law, a Sub-section IV is inserted comprising Article 77, titled:
"Strategic decisions, certain acquisitions of shares and certain transfers by or between credit institutions".

Art. 109. At Article 77, first paragraph, of the same Law, last amended by the Law of 11 July 2021, the following modifications are made:
1° in the introductory phrase, the words "Are subject to the prior authorization of the supervisory authority:" are replaced by the words "With the exception of decisions for which prior authorization of the supervisory authority is already required in application of the provisions of this Law, its implementing decrees and regulations and Regulation No 575/2013, or of a competent authority of another Member State in application of the legislation transposing Directive 2013/36/EU in that Member State or of Regulation No 575/2013, and in particular the decisions referred to in Articles 76/1 and 76/8, or in the legislation transposing Article 27decies, paragraph 1, of Directive 2013/36/EU in the Member State of the competent authority that must assess the decision, are subject to the prior authorization of the supervisory authority:"; 2° point 3 is repealed; 3° in point 4, in the French text, the word "financial" is replaced by the words "active in the financial sector,".

Art. 110. In Book II, Title II, Chapter IV, Section II, of the same Law, a Sub-section V is inserted, comprising Article 78, titled "Opposability of assignments of rights and obligations".

Art. 111. At Article 78 of the same Law, last amended by the Law of 20 July 2022, the words "to Article 77" are each time replaced by the words "to Sub-sections II and IV of this Section".

Art. 112. In Article 86, paragraph 3 of the same Law, last amended by the Law of 20 July 2022, the words "Articles 60 and 61" are replaced by the words "Articles 59/2 to 61".

Art. 113. In Article 88/1 of the same Law, inserted by the Law of 25 October 2016, the following modifications are made:
1° paragraph 2 is replaced by the following:
"The provisions of Article 86, paragraphs 3, first sentence, 4 and 5 are applicable."; 2° in paragraph 3, the second sentence is replaced by the following:
"Article 87, paragraph 2, is applicable."

Art. 114. Article 94, § 2, paragraph 2, of the same Law is completed by the following sentence:
"In particular, short, medium and long terms are explicitly taken into account for the coverage of ESG risks."

Art. 115. At Article 105 of the same Law, amended by the Law of 11 July 2021, the following modifications are made:
1° in paragraph 1, the words "and/or" are replaced by the words "or, where appropriate,"; 2° in paragraph 2, second dash, the words "of Article 101 and/or of Article 102/4" are replaced by the words "of Articles 101 and 102/4".

Art. 116. Article 134 of the same Law, last amended by the Law of 27 June 2021, is completed by a paragraph 3, worded as follows:
"§ 3. In a situation of emergency within the meaning of Article 36/14, § 1, 1°, paragraph 2, of the Law of 22 February 1998, the supervisory authority communicates without delay to the authorities referred to in the same article the relevant information for the exercise of their legal missions mentioned in said article."

Art. 117. In Book II, Title III, Chapter I of the same Law, Article 134/1 is inserted, worded as follows:
"Art. 134/1. In the framework of its mission, the supervisory authority may set requirements as conditions to a decision, in particular the granting of an authorization, an approval or a derogation, taken in application:
a) of this Law or the decrees or regulations issued for its implementation; b) of Regulation No 575/2013, Regulation No 600/2014, Regulation 2017/565, Title II of Regulation No 648/2012 or Regulation 2022/2554; c) of Articles 5 to 9 and 18 to 27 of Regulation 2017/2402 or of Articles 4 and 15 of Regulation 2015/2365; d) of delegated acts adopted under the provisions referred to in b) or c) or under European directives of which this Law ensures the transposition; e) of implementing acts adopted under the provisions referred to in b) or c), under European directives of which this Law ensures the transposition or under the delegated acts referred to in d)."

Art. 118. Article 135 of the same Law, amended by the Law of 25 October 2016, is completed by the following paragraph:
"The prerogatives referred to in paragraphs 1 and 2 also cover access to the information that the supervisory authority needs to control the activities referred to in Article 334, § 1, which are exercised exclusively at the initiative of the client or the counterparty established or located in Belgium, when these services or activities are provided by companies subject to the law of a third country and belonging to the same group as the credit institution concerned."

Art. 119. In Article 136/2, first paragraph of the same Law, inserted by the Law of 21 November 2017, the words "communicated or" are inserted between the words "cannot be" and the words "disclosed by the credit institutions".

Art. 120. In Book II, Title III, Chapter I, of the same Law, Article 136/3 is inserted, worded as follows:
"Art. 136/3. § 1. When they publish the information referred to in Articles 75/1, §§ 2 and 3, and 194, § 4, paragraph 2, 2°, and in Article 15/1 of Annex III, credit institutions communicate this information at the same time to the supervisory authority acting as a collecting body within the meaning of Article 2, point 2), of Regulation 2023/2859. The information is communicated in a format allowing data extraction within the meaning of Article 2, point 3), of Regulation 2023/2859 or, when Union law requires it, in a machine-readable format within the meaning of Article 2, point 4), of said Regulation, and they are accompanied by the following metadata:
1° all names of the credit institution to which the information relates; 2° the legal entity identifier of the credit institution, specified in accordance with Article 7, paragraph 4, point b), of Regulation 2023/2859; 3° the size of the credit institution, according to the category specified in accordance with Article 7, paragraph 4, point d) of Regulation 2023/2859; 4° the type of information concerned, according to the classification provided by Article 7, paragraph 4, point c), of Regulation 2023/2859; 5° a mention specifying whether the information contains personal data. For the purposes of this paragraph, credit institutions obtain a legal entity identifier as referred to in paragraph 2, 2°. The supervisory authority communicates the information concerned to the European Single Access Point (ESAP) established under Regulation 2023/2859. § 2. Acting as a collecting body within the meaning of Article 2, point 2), of Regulation 2023/2859, the supervisory authority communicates to the European Single Access Point (ESAP) established under said Regulation, the information published in application of Articles 82, 236, §§ 1, 2° and 4/1, 346, § 4/1 and 348, § 5, and of Article 15 of Annex IV. The supervisory authority communicates this information in a format allowing data extraction within the meaning of Article 2, point 3), of Regulation 2023/2859, accompanied by the metadata referred to in paragraph 1, first paragraph, 1°, 4° and 5°, and, if available, 2°. § 3. The supervisory authority also acts as a collecting body within the meaning of Article 2, point 2), of Regulation 2023/2859 for the voluntary communication of information referred to in Article 3 of said Regulation by credit institutions, when this information concerns these establishments and falls within the supervisory competence of the supervisory authority."

Art. 121. Article 142, paragraph 4 of the same Law, inserted by the Law of 11 July 2021, is completed by the following sentence:
"In the exercise of said assessment, the supervisory authority may in particular examine compliance with all of the following conditions:
1° the credit institution does not qualify as an EISm, a non-European EISm or an EISm entity within the meaning of Regulation No 575/2013; 2° the credit institution does not qualify as a domestic EIS within the meaning of Articles 12, paragraph 3, and 14 of Annex IV; 3° the credit institution is part of a group whose parent establishment and the vast majority of subsidiaries qualifying as credit institutions are linked to each other as described in Article 22 of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC; 4° the subsidiary credit institutions referred to in 3° meet all of the following conditions:
a) they all, or the vast majority of them, have the form of mutual societies, cooperative societies or savings institutions in accordance with Article 27, paragraph 1, point a), of Regulation No 575/2013, and are subject to a cap or restriction on the maximum amount of distributions under the national law to which they are subject; b) on an individual or sub-consolidated basis, the total of their assets does not exceed 30 billion euros."

Art. 122. In Article 143, § 1, of the same law, as amended by the Law of 11 July 2021, the following modifications are made:
1° the 10°, repealed by the Law of 11 July 2021, is restored in the following wording:
"10° the extent to which the credit institution has implemented appropriate policies and executed appropriate operational measures concerning the quantifiable intermediate targets and milestones set in the plans to be drawn up in accordance with Article 57/1, § 1;" 2° the paragraph is supplemented by points 15° and 16°, drafted as follows:
"15° the governance and risk management processes put in place by the credit institution to address ESG risks, as well as the institution's exposures to ESG risks. When assessing whether the processes put in place by the institution and its exposures are appropriate, the supervisory authority takes into account its business model. The credit institution's exposure to ESG risks is also assessed based on the plans drawn up in accordance with Article 57/1, § 1. The governance and risk management processes put in place by the credit institution regarding ESG risks are aligned with the objectives set in these plans. Furthermore, the supervisory authority assesses the plans that the credit institution has drawn up in accordance with Article 57/1, § 1, as well as the progress made in addressing ESG risks arising from the process of adjustment towards climate neutrality and other relevant Union regulatory objectives regarding ESG factors; 16° the governance and risk management processes put in place by the credit institution for exposures to crypto-assets and the provision of services on crypto-assets, including the institution's policies and procedures for risk identification, as well as the adequacy of the results of the assessments referred to in Articles 1, § 4/1, and 5, § 4/1, of Annex I."

Art. 123. In Article 145 of the same law, paragraph 2 is replaced by the following:
"§ 2. If, for a trading unit using an internal market risk model, the results of back-testing or profit and loss attribution evaluation indicate that said model is not sufficiently accurate, the supervisory authority re-examines the conditions relating to the authorization to use this internal model or imposes appropriate measures so that this model is improved as soon as possible."

Art. 124. In Article 147 of the same law, as amended by the Law of 11 July 2021, the following modifications are made:
1° paragraph 1 is replaced by the following:
"§ 1. Credit institutions authorized to use internal approaches for the calculation of exposure-weighted amounts or capital requirements communicate to the supervisory authority the results of their calculations regarding their exposures or positions that are included in comparative reference portfolios.
Credit institutions using the alternative standard approach provided for in Part Three, Title IV, Chapter 1ter, of Regulation No 575/2013 declare the results of their calculations for their exposures or positions that are included in comparative reference portfolios, provided that the volume of the institution's on-balance sheet and off-balance sheet activities exposed to market risk is equal to or greater than 500 million euros, in accordance with Article 325bis, paragraph 1, point b), of said Regulation. Credit institutions authorized to use internal approaches provided for in Part Three, Title II, Chapter 3, of Regulation No 575/2013, as well as the concerned institutions that apply the standard approach provided for in Part Three, Title II, Chapter 2, of said Regulation, declare the results of the calculations of the approaches used to determine the amount of expected credit losses for their exposures or positions included in comparative reference portfolios, when one of the following conditions is met:
1° said institutions draw up their accounts in accordance with international accounting standards applied in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards; 2° said institutions carry out the valuation of assets and off-balance sheet items and the determination of their own funds in accordance with international accounting standards under Article 24, paragraph 2, of Regulation No 575/2013; 3° said institutions carry out the valuation of assets and off-balance sheet items in accordance with the accounting standards applicable in accordance with the Regulation established under Article 106, § 1, second paragraph, and use a model for expected credit losses that is identical to that used in the international accounting standards applied in accordance with Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards. The information referred to in this paragraph is communicated to the supervisory authority at least once a year and is accompanied by an explanation of the methods used to produce them, and of any qualitative information, as required by the EBA, which allows explaining the impact of these calculations on capital requirements." 2° in paragraph 2/1, first paragraph, the words "outside operational risk," and the word "internal" are repealed; 3° in paragraph 2/1, second paragraph, the following modifications are made:
a) in the introductory sentence, the words "once a year" are replaced by the words "according to the same frequency as for the exercise of the EBA indicated in paragraph 1, second paragraph, of the aforementioned article"; b) in point 2°, the word "diversification" is replaced by the word "variability"; 4° paragraph 4 is replaced by the following:
"§ 4. The supervisory authority ensures that the corrective measures referred to in paragraph 3 aim to preserve the objectives of the approaches under this article, and therefore, do not lead to standardization or a propensity for the use of certain methods, do not create unjustified incentives, and do not cause imitation behavior."

Art. 125. Article 148 of the same law, as amended by the Law of 25 October 2016, is supplemented by a paragraph, drafted as follows:
"When the supervisory authority subjects credit institutions to stress tests, these credit institutions and the service providers to which they resort in the context of these stress tests, including consultants, refrain from activities that could compromise a stress test, such as benchmarking, the exchange of information between them, the conclusion of agreements aimed at adopting common behavior, or the optimization of their contributions to stress tests. The supervisory authority is empowered to exercise the information collection and investigation powers provided for in Articles 135, 136, and 136/1 to verify compliance with this paragraph."

Art. 126. In Article 149, first paragraph, of the same law, replaced by the Law of 11 July 2021, the words "of Article 143, § 1, 11° or 12°" are replaced by the words "of Article 143, § 1, 1° to 12°, 15° or 16°".

Art. 127. In Article 150/2 of the same law, inserted by the Law of 11 July 2021, the following modifications are made:
1° in the first paragraph, the words "in accordance with Article 150/1, § 1" are replaced by the words "in accordance with Article 150/1"; 2° in the second paragraph, the words "in accordance with Article 150/1, § 1" are replaced by the words "in accordance with Article 150/1, §§ 1 and 2".

Art. 128. In Book II, Title III, Chapter II, Section V, of the same law, Article 150/3/1 is inserted, drafted as follows:
"Art. 150/3/1. The fact that a credit institution becomes constrained by the capital floor set by Article 92, paragraph 3, of Regulation No 575/2013 cannot imply an increase in the nominal amount of additional capital required by the supervisory authority in accordance with Article 149, first paragraph, of this law to address risks other than excessive leverage risk. For this purpose, the supervisory authority re-examines, without delay, and in any case no later than the end date of the following supervision and evaluation process, the additional capital it has required from the institution in accordance with the aforementioned Article 149, first paragraph, and removes any part of this requirement that would amount to double-counting risks already fully covered by the fact that the institution is constrained by the capital floor. As soon as the supervisory authority has completed this re-examination, the first paragraph no longer applies. For the purposes of this article and Sections II and III of Chapter II of Annex IV, a credit institution is considered constrained by the capital floor when its total risk-weighted exposure amount calculated in accordance with Article 92, paragraph 3, first paragraph, of Regulation No 575/2013 exceeds its total risk-weighted exposure amount without application of the floor calculated in accordance with Article 92, paragraph 4, of said Regulation. For the purposes of Article 150, § 1, 1°, as long as a credit institution is constrained by the capital floor, the supervisory authority does not impose additional capital requirements that would amount to double-counting risks already fully covered by the fact that the institution is constrained by the capital floor."

Art. 129. Article 150/5, § 5, of the same law, inserted by the Law of 11 July 2021, is supplemented by a paragraph drafted as follows:
"When a credit institution becomes constrained by the capital floor, the supervisory authority may review the additional capital recommendations communicated to that institution to ensure that their calibration remains appropriate."

Art. 130. In Article 160 of the same law, paragraph 2 is replaced by the following:
"§ 2. If the supervisory authority becomes aware of an emergency situation within the meaning of Article 36/14, § 1, 1°, second paragraph, of the Law of 22 February 1998, it alerts without delay the authorities referred to in Article 36/14, § 1, 1°, paragraphs 2 and 3, of the same law."

Art. 131. In Article 164 of the same law, last amended by the Law of 11 July 2021, the following modifications are made:
1° in paragraph 1, 3°, a) the words ", a financial institution, an ancillary services undertaking" are replaced by the words "or a financial institution"; 2° in paragraph 1, point 4° is repealed; 3° in paragraph 2, points 1° and 2°, the words ", a financial institution or an ancillary services undertaking" are each time replaced by the words "or a financial institution". 4° in paragraph 3, point 7° is replaced by the following:
"7° sectoral regulation: this law, the Law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings, the Law of 20 July 2022 on the status and supervision of stock exchange companies, the Law of 25 October 2016, the Law of 19 April 2014 on alternative investment funds and their managers, the Law of 3 August 2012 on collective investment undertakings that meet the conditions of Directive 2009/65/CE and on collective investment in credit, Regulation No 575/2013 and Regulation 2019/2033 of the European Parliament and of the Council of 27 November 2019 concerning prudential requirements applicable to investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014, as well as the decrees and regulations taken in execution of these laws and the delegated acts adopted under the aforementioned regulations or under European directives whose transposition is ensured by the aforementioned laws and the implementing acts adopted under the aforementioned regulations, under the European directives whose transposition is ensured by the aforementioned laws or under the aforementioned delegated acts, with the exception of provisions relating to the supplementary supervision of regulated undertakings forming part of a financial conglomerate, and the comparable national supervisory regulations and practices in force in other States;".

Art. 132. In Article 169, first paragraph, of the same law, replaced by the Law of 20 December 2023, the words "The supervisory authority, when it is responsible for consolidated supervision, applies to Belgian credit institutions" are replaced by the words "Without prejudice to the powers referred to in Article 212/7, the supervisory authority, when it is responsible for consolidated supervision, applies to Belgian parent credit institutions, to Belgian credit institutions designated".

Art. 133. In Book II, Title III, Chapter IV, Section II, Sub-section II, of the same law, Article 171/2 is inserted, drafted as follows:
"Art. 171/2. Without prejudice to Article 134, when a credit institution is a subsidiary of a credit institution subject to the law of another Member State, the supervisory authority may, by concluding a bilateral agreement in accordance with Article 28 of Regulation No 1093/2010, delegate its responsibilities regarding the supervision of the subsidiary credit institution to the competent authority that authorized and supervises the parent credit institution, so that the latter assumes supervision of the subsidiary credit institution. Similarly, when a credit institution is the parent undertaking of a credit institution subject to the law of another Member State, the supervisory authority may, by concluding a bilateral agreement in accordance with Article 28 of Regulation No 1093/2010, be delegated the responsibilities regarding the supervision of the subsidiary credit institution. The supervisory authority informs the EBA of the existence and content of the bilateral agreements referred to in paragraphs 1 and 2."

Art. 134. In Article 178, § 4, of the same law, last amended by the Law of 11 July 2021, the following modifications are made:
1° point 5° is repealed;
2° the paragraph is supplemented by a paragraph drafted as follows:
"Furthermore, the competent authorities of the Member State where a financial company or an approved or designated mixed financial holding company concerned by the consolidated supervision exercised by the supervisory authority in its capacity as consolidated supervisory authority is established may participate in one of the colleges it has constituted."

Art. 135. In Book II, Title III, Chapter IV, Section II, Sub-section II of the same law, Article 178/1 is inserted, drafted as follows:
"Art. 178/1. When an emergency situation within the meaning of Article 36/14, § 1, 1°, second paragraph, of the Law of 22 February 1998 occurs in one of the Member States in which entities of a group have been authorized or in which branches of significant importance within the meaning of Article 3, 65°, are established, the supervisory authority, if designated as the consolidated supervisory authority under Article 171, alerts the EBA and the authorities referred to in Article 36/14, § 1, 1°, paragraphs 2 and 3, of the Law of 22 February 1998 as soon as possible, and communicates to them all essential information for the performance of their tasks."

Art. 136. In Book II, Title III, Chapter IV, Section II, of the same law, inserted by the Law of 11 July 2021, a Sub-section II/1 is inserted between Article 182 and Sub-section III, entitled "Acquisitions of qualifying holdings".

Art. 137. In Sub-section II/1, inserted by Article 136, point A is inserted, entitled "Acquisitions of qualifying holdings by Belgian credit institutions when a competent authority other than the supervisory authority has been designated as the consolidated supervisor in accordance with Article 111 of Directive 2013/36/EU".

Art. 138. In point A, inserted by Article 137, Article 182/1 is inserted, drafted as follows:
"Art. 182/1. § 1. When a credit institution has decided to acquire, directly or indirectly, a qualifying holding within the meaning of Article 76/1, when the threshold referred to in the second paragraph of said Article is exceeded on the basis of the consolidated situation of the group, and when the supervisory authority has not been designated as the consolidated supervisor in accordance with Article 171, the supervisory authority and the consolidated supervisor designated in accordance with Article 111 of Directive 2013/36/EU cooperate closely and consult each other with a view to taking the decision referred to in Article 76/1 in the form of a joint decision. For this purpose, references to the supervisory authority in Articles 76/1 to 76/3 must be read as references to the supervisory authority and the consolidated supervisor, and references to Article 76/6 as references to the supervisory authority. Article 76/3, § 2, second paragraph, does not apply to the joint decision. The two authorities endeavor to coordinate their assessment, particularly regarding the consultation of the authorities referred to in Article 76/4, § 1, first paragraph. § 2. Once the assessment of the envisaged acquisition and the envisaged decision have been communicated to the supervisory authority by the consolidated supervisor, the two authorities do everything in their power to reach the duly documented and motivated joint decision referred to in paragraph 1 within a period of two months from the receipt of the assessment prepared by the consolidated supervisor. If no agreement leading to the adoption of a joint decision is reached within the two-month period, the concerned authorities take no decision and refer the matter to the EBA in accordance with Article 19 of Regulation No 1093/2010. The concerned authorities adopt a joint decision in accordance with the EBA's decision."

Art. 139. In the same point A, Article 182/2 is inserted, drafted as follows:
"Art. 182/2. In the cases referred to in Article 76/1 where the threshold is not exceeded on the basis of the consolidated situation of the group, the supervisory authority notifies the envisaged acquisition to the consolidated supervisor designated in accordance with Article 111 of Directive 2013/36/EU within a period of ten working days from the receipt of the notification made by the credit institution. The supervisory authority transmits its assessment referred to in Article 76/3, § 1, to the consolidated supervisor."

Art. 140. In Sub-section II/1, inserted by Article 136, point B is inserted, entitled "Acquisitions of qualifying holdings by credit institutions subject to the law of another Member State when the supervisory authority has been designated as the consolidated supervisor in accordance with Article 171".

Art. 141. In point B, inserted by Article 140, Article 182/3 is inserted, drafted as follows:
"Art. 182/3. § 1. When, under Article 171, the supervisory authority has been designated as the consolidated supervisor for the supervision of a group to which a credit institution subject to the law of another Member State belongs, the supervisory authority and the competent authority of that Member State cooperate closely and consult each other with a view to taking a decision in the form of a joint decision on the envisaged acquisition of a qualifying holding by that credit institution when the threshold provided for by the legislation transposing Article 27bis, paragraph 3, of Directive 2013/36/EU into the law of the Member State to which the credit institution belongs, is exceeded on the basis of the consolidated situation of the group. The provisions of Article 76/4 apply mutatis mutandis to the supervisory authority. The two authorities endeavor to coordinate their assessment, particularly regarding the consultation of the authorities referred to in Article 76/4, § 1, first paragraph. In the exercise of its supervisory mission, the supervisory authority transmits its assessment of the envisaged acquisition as well as the envisaged decision to the competent authority of the Member State to which the credit institution belongs. The two authorities do everything in their power to reach a duly documented and motivated joint decision within a period of two months from the receipt of the assessment prepared by the supervisory authority. The joint decision is notified to the credit institution by the supervisory authority. § 2. If no agreement leading to the adoption of a joint decision is reached within the two-month period, the concerned authorities take no decision and refer the matter to the EBA in accordance with Article 19 of Regulation No 1093/2010. The concerned authorities adopt a joint decision in accordance with the EBA's decision."

Art. 142. In Sub-section II/1, inserted by Article 136, point C is inserted, entitled "Acquisitions of qualifying holdings by financial companies and approved or designated mixed financial holding companies subject to the law of another Member State when the supervisory authority has been designated as the consolidated supervisor in accordance with Article 171".

Art. 143. In point C., inserted by Article 142, Article 182/4 is inserted, drafted as follows:

"Art. 182/4. § 1st. When a financial holding company or an approved or designated mixed financial holding company, subject to the law of another Member State, has decided to acquire, directly or indirectly, a qualifying holding within the meaning of the legislation transposing Article 27bis, paragraph 4, of Directive 2013/36/EU in that Member State, and where the supervisory authority has been designated as the consolidated supervisor pursuant to Article 171 for the supervision of a group to which the financial holding company or mixed financial holding company concerned belongs, the supervisory authority shall take a decision concerning the envisaged acquisition of a qualifying holding, it being understood that Articles 76/1, paragraph 3, 76/2, 76/3, and 76/4 apply mutatis mutandis.

The supervisory authority notifies the competent authority of the Member State to which the approved or designated financial holding company or mixed financial holding company is subject of the envisaged acquisition within ten working days from receipt of the notification made by the financial holding company or the mixed financial holding company. The supervisory authority communicates its assessment to said competent authority.

§ 2. When an approved or designated financial holding company or mixed financial holding company, subject to the law of another Member State, has decided to cease holding, directly or indirectly, a qualifying holding within the meaning of the legislation transposing Article 27quinquies of Directive 2013/36/EU in that Member State, and where the supervisory authority has been designated as the consolidated supervisor pursuant to Article 171 for the supervision of a group to which the financial holding company or mixed financial holding company concerned belongs, the supervisory authority receives its notification, it being understood that Article 76/5 applies mutatis mutandis."

Art. 144. Article 193, § 1st, paragraph 1st, 2°, of the same law is supplemented by the words "and applying the implementing technical standards adopted pursuant to Article 21bis, paragraph 2, points b) and c), of Directive 2002/87/EC".

Art. 145. In Article 209 of the same law, last modified by the Law of 20 July 2022, the words "the enterprises" are replaced by the words "Belgian parent credit institutions and designated credit institutions subject to Belgian law".

Art. 146. In Article 210, § 1st, 1° of the same law, last modified by the Law of 20 July 2022, the words "Articles 220, 221, 222, paragraph 3, 223, 224 and 225, paragraphs 2 to 5 of this Act" are replaced by the words "Articles 220, 221, 223, 224 and 225, paragraphs 2 to 5 of this Act".

Art. 147. Article 212 of the same law, last modified by the Law of 25 March 2025, is replaced by the following:

"Art. 212. § 1st. By way of derogation from the principle set out in Article 204, paragraph 1st, the following articles of this Act apply mutatis mutandis to all Belgian financial holding companies and mixed financial holding companies, taking into account their specific role: Articles 19, 20, 54, 59/2, § 1st, paragraph 1st, 71, 77, 78, 234 and 236, § 1st, paragraph 1st, 1° to 5° /1, and §§ 2, 3, 7 and 8.

§ 2. Furthermore, the following articles of this Act apply mutatis mutandis to all approved and designated Belgian financial holding companies and mixed financial holding companies: Article 23, paragraph 1st, Article 24 or 25, depending on the form of the company, § 1st, provided that at least three members of the management committee are members of the legal administrative body, and §§ 3 and 4, Articles 26, 26/1, 59/1, 59/2, § 1st, paragraph 2, and §§ 2 and 3, 59/3, 60, 62 and 62/1, as well as 76/7 to 76/16, it being understood that the percentages referred to in Article 76/15, § 2, apply on the basis of the consolidated situation of the group.

Furthermore, Article 61 applies mutatis mutandis to all approved and designated financial holding companies and mixed financial holding companies when the independent control functions referred to in Article 35 are established within the financial holding company or mixed financial holding company in order to comply with Article 168, § 1st.

§ 3. When an approved or designated financial holding company or mixed financial holding company has decided to acquire, directly or indirectly, a qualifying holding within the meaning of Article 76/1, when the threshold referred to in paragraph 2 of that article is exceeded on the basis of the consolidated situation of the group, and when the supervisory authority has been designated as the consolidated supervisor pursuant to Article 171, Articles 76/1 to 76/4 and 76/6 apply mutatis mutandis.

When the supervisory authority has not been designated as the consolidated supervisor pursuant to Article 171 for the supervision of the group to which the approved or designated financial holding company or mixed financial holding company belongs, the financial holding company or mixed financial holding company concerned must notify in writing beforehand to the consolidated supervisory authority of the size of the envisaged holding and the information determined in accordance with the legislation transposing Article 27ter, paragraph 5, of Directive 2013/36/EU in the Member State of the consolidated supervisory authority, in order to enable the latter to assess the envisaged acquisition in accordance with the legislation transposing Article 27bis, paragraph 4, of Directive 2013/36/EU in that Member State.

§ 4. When an approved or designated financial holding company or mixed financial holding company has decided to cease holding, directly or indirectly, a qualifying holding within the meaning of Article 76/1, paragraph 1st, and when the supervisory authority has been designated as the consolidated supervisor pursuant to Article 171, Articles 76/5 and 76/6 apply mutatis mutandis.

When the supervisory authority has not been designated as the consolidated supervisor pursuant to Article 171 for the supervision of the group to which the approved or designated financial holding company or mixed financial holding company belongs, the financial holding company or mixed financial holding company concerned must notify in writing beforehand to the consolidated supervisory authority of the size of the holding concerned, determined in accordance with the legislation transposing Article 27quinquies of Directive 2013/36/EU in the Member State of the consolidated supervisory authority."

Art. 148. At Article 212/1 of the same law, inserted by the Law of 11 July 2021, whose current text will form paragraph 1st, the following modifications are made:

1° in paragraph 1st, paragraph 2 is supplemented by the words: "or when they are designated pursuant to Article 212/2, § 1st, 3°";

2° a paragraph 2 is inserted, drafted as follows:

"§ 2. The supervisory authority regularly carries out, at least once a year, an examination of the parent undertakings of Belgian credit institutions to verify whether those credit institutions, undertakings applying for approval in application of Article 8, or designated credit institutions or designated financial holding companies or mixed financial holding companies, have correctly identified any undertaking meeting the criteria to be considered as a financial holding parent in a Member State, a mixed financial holding parent in a Member State, a financial holding parent in the EEA or a mixed financial holding parent in the EEA.

For the purposes of paragraph 1st, when the parent undertakings are located in other Member States, the supervisory authority cooperates closely with the competent authorities of those Member States to carry out this examination."

Art. 149. In Article 212/2, § 1st, of the same law, inserted by the Law of 11 July 2021, in the introductory sentence, the words "of the application of this sub-section" are replaced by the words "of the approval referred to in this sub-section, which is granted".

Art. 150. At Article 212/4 of the same law, inserted by the Law of 11 July 2021, the following modifications are made:

1° paragraph 1st is supplemented with the following sentence: "A refusal may be accompanied, if necessary, by one of the measures referred to in Article 212/7, § 1st.";

2° paragraph 2 is replaced by the following:

"The decision referred to in paragraph 1st is duly documented and reasoned and is notified by the supervisory authority to the financial holding company or mixed financial holding company."

Art. 151. In Book II, Title III, Chapter IV, Section IV, Sub-section II/1, B., of the same law, inserted by the Law of 11 July 2021, Article 212/4/1 is inserted, drafted as follows:

"Art. 212/4/1. Without prejudice to Article 212/2, the supervisory authority may permit, on a case-by-case basis, that exempted financial holding companies or mixed financial holding companies be excluded from the consolidation scope, provided that the following conditions are met:

a) the exclusion does not affect the effectiveness of the supervision exercised over the subsidiary credit institution or the group; b) the financial holding company or mixed financial holding company has no exposures to equities other than the exposure to equities in the subsidiary credit institution or in an intermediate financial holding parent or intermediate mixed financial holding parent controlling the subsidiary credit institution; c) the financial holding company or mixed financial holding company does not rely substantially on financial leverage and has no exposures that are not related to its ownership in the subsidiary credit institution or in an intermediate financial holding parent or intermediate mixed financial holding parent controlling the subsidiary credit institution."

Art. 152. At Article 212/8, § 1st, of the same law, inserted by the Law of 11 July 2021, the following modifications are made:

1° the words "and 212/7. For these purposes, references to the supervisory authority in Articles 212/3, 212/4, paragraph 1st" are replaced by the words ", 212/4/1 and 212/7. For these purposes, references to the supervisory authority in Articles 212/3, 212/4, paragraph 1st, 212/4/1";

2° the paragraph is supplemented by the following sentence: "Joint decisions are directly applicable in Belgium."

Art. 153. At Article 212/9 of the same law, inserted by the Law of 11 July 2021, the following modifications are made:

1° in paragraph 1st, paragraph 1st, the words ", 4bis" are inserted between the words "paragraphs 3, 4" and the words ", 6 and 7 of Directive 2013/36/EU";

2° paragraph 1st, paragraph 1st, is supplemented by the following sentence: "Joint decisions are directly applicable in Belgium.";

3° in paragraph 1st, paragraph 3 is supplemented by the following sentence: "A refusal may be accompanied, if necessary, by one of the measures referred to in Article 212/7, § 1st.";

4° in paragraph 1st, paragraph 4 is replaced by the following:

"The joint decision is duly documented and reasoned and is notified by the supervisory authority to the financial holding company or mixed financial holding company.";

5° in paragraph 2, paragraph 3 is supplemented with the words "or after the adoption of a joint decision".

Art. 154. Article 218 of the same law, last modified by the Law of 11 July 2021, is replaced by the following:

"Art. 218. § 1st. The supervisory authority establishes, and updates annually, lists of approved and exempted Belgian financial holding companies and mixed financial holding companies. When an exemption from approval has been granted, the lists also indicate the designated credit institution or the designated financial holding company or mixed financial holding company.

§ 2. The supervisory authority, in its capacity as consolidated supervisor or coordinator, establishes lists respectively of approved financial holding companies and mixed financial holding companies included in the consolidated supervision exercised by it, and of mixed financial holding companies concerned by the supplementary supervision of the conglomerate exercised by it.

It communicates these lists to the competent authorities of other Member States concerned, to the EBA for consolidated supervision or to the EBA and the European Insurance and Occupational Pensions Authority for supplementary supervision of the conglomerate, and to the European Commission."

Art. 155. In Article 222 of the same law, modified by the Law of 11 March 2018, paragraph 3 is repealed.

Art. 156. Article 223 of the same law, modified by the Law of 15 April 2018, is replaced by the following:

"Art. 223. The designation of approved auditors and alternate approved auditors at credit institutions is subject to the prior agreement of the supervisory authority. This agreement must be obtained by the corporate body making the proposal for designation, at least two months before the scheduled date of the proposal for designation submitted to the body competent for their nomination and, where applicable, to the works council. In the event of the designation of an approved audit firm, the agreement covers jointly the firm and its representative.

The supervisory authority must rule within two months of receipt of a complete file. It may refuse to give its agreement only for reasons relating to the availability of the candidate, taking into account all his/her auditing mandates, the size and organization of his/her firm, his/her knowledge, professional experience and skills, including his/her ability to exercise critical judgment and form a professional opinion, taking into consideration the size of the credit institution within which he/she would be designated, the nature and complexity of its activities, as well as the independence of the candidate with regard to that institution. If the supervisory authority does not rule within the aforementioned period, the agreement is deemed to be granted.

The same agreement is required for a renewal of the mandate.

When, in application of the law, the appointment of the auditor is made by the President of the Enterprise Court or the Court of Appeal, that judicial instance makes its choice from a list of approved auditors established by the supervisory authority."

Art. 157. At Article 234 of the same law, last modified by the Law of 25 March 2025, the following modifications are made:

1° paragraph 1st is supplemented by a paragraph drafted as follows:

"Furthermore, the supervisory authority may require the credit institution to establish, within fixed deadlines and no later than within a period of one year, a plan for compliance with the requirements provided for by or pursuant to the provisions referred to in paragraph 1st and to set a deadline for the implementation of this plan. The supervisory authority may require improvements to said plan, notably regarding its scope and the deadline provided for.";

2° in paragraph 2, a 1° /1 is inserted, drafted as follows:

"1° /1 impose both an strengthening of the organizational arrangements implemented and an adaptation of the policy concerning the capital and liquidity needs of the institution in accordance with the provisions of this Act;";

3° in paragraph 2, 7°, the words "the institution restricts or limits its activities, including regarding the acceptance of deposits, its operations or its network or that" are inserted between the words "impose that" and the words "the institution reduces";

4° in paragraph 2, 8° is supplemented by the words ", and notably impose that the institution reduce its exposures to a central counterparty or realign its exposures between its clearing accounts in accordance with Article 7bis of Regulation No 648/2012, particularly in the event of excessive concentration risk arising from exposures vis-à-vis that counterparty".

5° in paragraph 2, 11° /1, 11° /2 and 11° /3 are inserted, drafted as follows:

"11° /1 require the institution to reduce short-, medium- and long-term risks arising from ESG factors, including risks arising from the adaptation process and transition trends, jointly with the relevant legal and regulatory objectives of the Union, Member States or third countries, by adapting its strategies, governance and risk management. For the purposes of this adaptation, it may be required to refine the objectives, measures and actions appearing in the plans referred to in Article 57/1, § 1st;

11° /2 require the institution to conduct stress tests or scenario analyses to evaluate risks arising from exposures to crypto-assets and the provision of services related to crypto-assets;

11° /3 suspend the exercise of voting rights attached to shares held by the institution. Its decision is notified to the institution by registered letter with acknowledgment of receipt. Its decision is enforceable upon notification to the institution. The supervisory authority may make its decision public and, where applicable, notify it to the concerned company. It may, at the request of any interested party, authorize the lifting of the measures it has ordered.

If the voting rights are exercised by the institution despite the suspension of their exercise by the supervisory authority, the Enterprise Court within the jurisdiction of which the company has its registered office may, at the request of the supervisory authority, declare null and void all or part of the resolutions of the general meeting if, without the illegally exercised voting rights, the quorums of presence or majorities required by said resolutions would not have been met;";

Art. 158. At Article 236 of the same law, last modified by the Law of 20 December 2023, the following modifications are made:

1° in paragraph 1st, paragraph 1st, in the introductory sentence, the words "or that the credit institution no longer guarantees the ability to meet its obligations towards its creditors and, in particular, no longer ensures the security of funds entrusted to it by its depositors," are inserted between the words "remedied the situation," and the words "the supervisory authority can";

2° in paragraph 1st, paragraph 1st, 2°, paragraph 1st, the words "persons responsible for the effective management of the credit institution" are replaced by the words "persons participating in the effective management of the credit institution, or persons responsible for the independent control functions and the chief financial officer";

3° in paragraph 8, paragraph 1st, the words "paragraph 2," are replaced by the words "paragraph 1st".

Art. 159. In Article 236/1, § 2, of the same law, inserted by the Law of 20 July 2022, paragraph 1st is supplemented by the words "and that the requirements provided for in Article 19, § 1st, paragraph 2, do not apply to them".

Art. 160. In Book II, Title VI, Chapter III of the same law, Article 236/2 is inserted, drafted as follows:

"Art. 236/2. Without prejudice to Article 236, § 1st, 6°, the European Central Bank may revoke the authorization of a credit institution when it has been established that the condition provided for in Article 244, § 1st, paragraph 1st, 1° is met and that the resolution authority has confirmed to it that the condition provided for in Article 244, § 1st, paragraph 1st, 2°, is met without the condition provided for in Article 244, § 1st, paragraph 1st, 3°, being met."

Art. 161. In the same Chapter III, Article 236/3 is inserted, drafted as follows:

"Art. 236/3. In the application of the measures referred to in Articles 234, § 2, 236 and 236/2, the supervisory authority takes into account, within the framework of its discretionary power, besides the effective and proportionate nature of the measures, all the relevant circumstances of the case at hand and notably, where applicable, the criteria referred to in Article 347, § 4, a) to i)."

Art. 162. Article 238 of the same law, last modified by the Law of 11 July 2021, is supplemented by a paragraph 3 drafted as follows:

"§ 3. In the event of deregistration or revocation of the authorization of a credit institution in application of the provisions of this Act, the latter remains qualified as a credit institution for the purposes of the application of specific legislations or regulatory acts providing for a specific regime applicable to this type of establishment and this, as long as it remains subject to this Act."

Art. 163. In Article 239, § 2, of the same law, last modified by the Law of 11 July 2021, a 2° /1 is inserted, drafted as follows:

"2° /1 for the purposes of the application of Article 19 regarding the central body, the quality of member of the legal administrative body or of the effective management of an affiliated establishment does not constitute in itself an obstacle preventing acting with complete independence of mind;".

[Art. 164] [165]. In Book II, Title VIII, Chapter VIII of the same law, Article 295/2 is inserted as follows:

"Art. 295/2. § 1. When they publish the information referred to in Article 267/5/6, § 3, credit institutions communicate this information simultaneously to the resolution authority acting as a collection body within the meaning of Article 2, point 2), of Regulation 2023/2859.

The information is communicated in a format allowing data extraction within the meaning of Article 2, point 3), of Regulation 2023/2859 or, when Union law requires it, in a machine-readable format within the meaning of Article 2, point 4), of said Regulation, and is accompanied by the metadata referred to in Article 136/3, § 1, second paragraph.

For the purposes of this paragraph, credit institutions obtain a legal entity identifier as referred to in Article 136/3, § 1, second paragraph, 2°.

The resolution authority communicates the relevant information to the European Single Access Point (ESAP) established under Regulation 2023/2859.

§ 2. Acting as a collection body within the meaning of Article 2, point 2), of Regulation 2023/2859, the resolution authority communicates to the European Single Access Point (ESAP) established under said Regulation, the information published in application of Articles 244/2, § 8, second paragraph, 281, and 295, first paragraph.

The resolution authority communicates this information in a format allowing data extraction within the meaning of Article 2, point 3), of Regulation 2023/2859, accompanied by the metadata referred to in Article 136/3, § 1, second paragraph, 1°, 4° and 5°, and, if available, 2°."

[Art. 165] [166]. In Article 326, § 2, first paragraph, of the same law, last amended by the Law of 20 July 2022, points 1° and 2° are repealed.

[Art. 166] [167]. In Book III of the same law, the heading of Title II is replaced by the following:

"Title II. Third-country branches in Belgium".

In Book III, Title II, Chapter I of the same law, Section I is inserted, titled "Scope and definitions".

[Art. 167] [168]. Article 333 of the same law, last amended by the Law of 20 July 2022, is replaced by the following:

"Art. 333. For the application of this Title as well as the decrees and regulations taken for its implementation, the following terms shall be understood as:

1° third-country branch: a branch established in Belgium by a parent undertaking;

2° parent undertaking: an undertaking subject to the law of a third country that has established a branch in Belgium with a view to carrying out the activities referred to in Article 334, § 1. The National Bank may specify, on a case-by-case basis, for which provisions of this Title intermediate or ultimate parent undertakings of this undertaking must also be considered as the parent undertaking within the meaning of this provision.

3° Category 1 branch: a third-country branch as referred to in Article 334/3, § 1;

4° Category 2 branch: a third-country branch as referred to in Article 334/3, § 2."

[Art. 168] [169]. Article 334 of the same law, amended by the Law of 20 July 2022, is replaced by the following:

"Art. 334. § 1. Any undertaking subject to the law of a third country that wishes to carry out one or more of the following activities in Belgium must establish a branch in Belgium and, before commencing these activities, obtain authorization from the National Bank in accordance with Section III of this Chapter:

a) the activities referred to in Article 4, first paragraph, 2° or 6°, insofar as the undertaking subject to the law of a third country would be considered a credit institution if it were established in the Union;

b) the activity referred to in Article 4, first paragraph, 1°.

§ 2. Paragraph 1 does not apply to the undertaking subject to the law of a third country that, in Belgium:

1° exclusively carries out an activity referred to in paragraph 1 for a client or counterparty established or located in Belgium and who:

a) approaches the undertaking on its own initiative for the exercise of this activity, whether it be a professional or non-professional client, or an eligible counterparty within the meaning of Article 2, first paragraph, 28°, 29° and 30°, of the Law of 2 August 2002;

b) is a credit institution; or

c) is part of the same group as this undertaking;

2° provides investment services and/or carries out investment activities, including ancillary services, as well as the activities referred to in paragraph 1 which are directly linked to the provision and necessary for the execution of the aforementioned investment services and/or activities and ancillary services.

§ 3. An initiative taken by clients or counterparties within the meaning of paragraph 2, 1°, a), does not give the undertaking subject to the law of a third country the right to market categories of products, activities, or services other than those requested by the client or counterparty, other than through an authorized third-country branch in accordance with this Title.

The possibility of offering services in accordance with paragraph 2, 1°, a), however includes the provision of products, activities, or services necessary or closely linked to the provision of the service initially requested by the client or counterparty, including when these closely linked products, activities, or services are provided subsequently to those initially requested.

§ 4. The benefit of paragraph 2, 1°, a), does not apply when an undertaking subject to the law of a third country solicits a client or counterparty, or a potential client or counterparty, as referred to in paragraph 2, 1°, a), through an entity acting on behalf of the undertaking subject to the law of a third country or having close links with this undertaking, or through any other person acting on behalf of this entity."

[Art. 169] [170]. In Book III, Title II, Chapter I, Section I of the same law, Article 334/1 is inserted as follows:

"Art. 334/1. It is prohibited for third-country branches authorized in accordance with Section III of this Chapter to propose or carry out cross-border activities in other Member States, except for intragroup financing operations carried out with other third-country branches of the same parent undertaking and for transactions based on the provision of passive services as specified in Article 334, § 2, 1°, a)."

[Art. 170] [171]. In Book III, Title II, Chapter I, Section I of the same law, Article 334/2 is inserted as follows:

"Art. 334/2. Third-country branches do not benefit from a more favorable regime than branches established in Belgium by credit institutions subject to the law of another Member State."

[Art. 171] [172]. In Book III, Title II, Chapter I, Section II is inserted, titled "Classification of third-country branches and eligible third-country branches".

[Art. 172] [173]. In Section II, inserted by Article 171, Article 334/3 is inserted as follows:

"Art. 334/3. § 1. A third-country branch belongs to Category 1 if one of the following conditions is met:

1° the total value of assets recorded or initiated by the third-country branch in Belgium, declared for the annual reporting period immediately preceding, in accordance with Article 336/6, § 2, is equal to or greater than 5 billion euros;

2° the activities covered by the authorization of the third-country branch include the receipt of repayable funds from non-professional clients, provided that the amount of these repayable funds is equal to or greater than 5% of the total liabilities of the third-country branch or exceeds 50 million euros;

3° the third-country branch is not an eligible third-country branch within the meaning of Article 334/4.

§ 2. Third-country branches that do not meet any of the conditions referred to in paragraph 1 belong to Category 2.

§ 3. The National Bank updates the classification of third-country branches as follows:

1° when a Category 1 branch no longer meets the conditions set out in paragraph 1, it is immediately considered to fall under Category 2;

2° as soon as a Category 2 branch meets one of the conditions, it is considered to fall under Category 1 only after a period of four months from the date on which it began to meet this condition."

[Art. 173] [174]. In the same Section II, Article 334/4 is inserted as follows:

"Art. 334/4. A third-country branch is considered an eligible third-country branch when the following conditions are met:

1° the parent undertaking is subject, in its home country, to supervision at least equivalent to that established by Directive 2013/36/EU and Regulation No 575/2013;

2° the supervisory authorities under which the parent undertaking falls are subject to confidentiality requirements that are at least equivalent to those provided for in Title VII, Chapter 1, Section II, of Directive 2013/36/EU;

3° the parent undertaking is subject to a country that does not appear on the list of third countries with strategic deficiencies in their anti-money laundering and counter-terrorist financing regimes, in accordance with Article 9 of Directive 2015/849/EU."

[Art. 174] [175]. In Book III, Title II, Chapter I of the same law, Section III is inserted, titled "Authorization procedure and conditions".

[Art. 175] [176]. In Section III, inserted by Article 174, Article 334/5 is inserted as follows:

"Art. 334/5. § 1. Regarding the authorization procedure for a third-country branch referred to in Article 334, the following articles apply:

1° Articles 8, 9, 12, and 13, with the understanding that:

a) the National Bank has exclusive competence to rule on the authorization request;

b) the business plan specifies the envisaged activities, including those referred to in Article 334, § 1, as well as the organizational structure and risk management of the third-country branch in Belgium referred to respectively in Articles 336/3 and 336/4;

c) the reference to Article 9 applies to the parent undertaking;

2° Article 14, first paragraph, with third-country branches referred to in this Title mentioned under a special heading in the list.

§ 2. When it receives an authorization request, the National Bank evaluates, on the one hand, compliance with the conditions set out in Article 334/4 to qualify as an eligible branch, and, on the other hand, the conditions set out in Article 334/3 concerning Category 1 and Category 2 branches.

When the third country concerned is not registered in the public register of the EBA referred to in Article 48ter, paragraph 4, of Directive 2013/36/EU and provided that the condition set out in Article 334/4, 3°, is met, the National Bank requests the European Commission to evaluate the banking regulatory framework and confidentiality requirements of the third country for the purposes of Article 48ter, paragraph 2, of Directive 2013/36/EU. The National Bank classifies the third-country branch in Category 1 pending the adoption by the European Commission of a decision under Article 48ter, paragraph 2, of Directive 2013/36/EU."

[Art. 176] [177]. In the same Section III, Article 334/6 is inserted as follows:

"Art. 334/6. Regarding the granting of authorization to a third-country branch referred to in Article 334, § 1, the following authorization conditions apply mutatis mutandis:

1° Article 15, with the understanding that the reference to the conditions for exercising the activity set out in Article 15 must be read as a reference to the conditions for exercising the activities referred to in Chapter II of this Title;

2° Article 16, with the understanding that Article 16 applies to the parent undertaking whose legal form presents a comparable level of creditor protection. However, branches of establishments with legal personality but not in the form of a company may be authorized;

3° Articles 18 to 22, with the understanding that the reference to Article 18 applies to the parent undertaking and the reference to Articles 19 to 22 applies to the third-country branch. The National Bank may require Category 1 branches to establish a local management committee to ensure adequate governance;

4° Articles 27, first paragraph, 3°, and 30, with the understanding that it must be demonstrated how these provisions will be satisfied regarding the third-country branch;

5° Articles 35 to 40, with the understanding that the National Bank may exempt Category 2 branches from the obligation to designate independent control function managers who meet the requirements of this law, taking into account the size, internal organization, nature, scope, and complexity of the branch's activities;

6° Articles 41 and 42/1, provided that the third-country branch provides investment services and/or carries out investment activities or offers ancillary services in Belgium;

7° Article 44, insofar as the parent undertaking cannot establish that the commitments of its Belgian branch are covered by a deposit protection system and/or an investor protection system in its home country to a degree at least equivalent to that resulting from the Belgian deposit protection system and/or the Belgian investor protection system regarding covered assets and the level of coverage provided."

[Art. 177] [178]. In the same Section III, Article 334/7 is inserted as follows:

"Art. 334/7. § 1. In addition, the National Bank may not grant authorization to a third-country branch unless the following conditions are met:

1° the activities for which authorization is requested are covered by the authorization of the parent undertaking and are subject to supervision in that third country;

2° the concerned authority of the third country has been previously consulted by the National Bank, as well as being informed of the authorization request and having access to the related documents, including the business plan of the branch;

3° the National Bank must be able to exercise effective supervision of the third-country branch's activities. It must have access to the necessary information concerning the parent undertaking from the concerned authority of the third country, and it must be able to effectively coordinate the exercise of its supervisory mission with that of the concerned authority of the third country, particularly during periods of crisis or financial difficulties affecting the parent undertaking, its group, or the financial system of the third country. To this end, the National Bank concludes a cooperation agreement with the concerned authority of the third country in advance. This agreement is based on the administrative agreement templates developed by the EBA in accordance with Article 33, paragraph 5, of Regulation (EU) No 1093/2010. The National Bank notifies this cooperation agreement to the EBA without delay;

4° at the time of granting authorization, there are no legal obstacles to effective access to the information referred to in 3°;

5° there are no reasonable grounds to suspect that the third-country branch would be used for money laundering or terrorist financing purposes or to facilitate such acts. To this end, the National Bank consults in advance the authority responsible for supervising anti-money laundering and counter-terrorist financing, which must attest that it has no objection regarding compliance with this condition;

6° the legislation and practices of the concerned third-country authority that granted authorization to the parent undertaking in its home country are in conformity with the International Standards on Combating Money Laundering and the Financing of Terrorism and Proliferation of the Financial Action Task Force (FATF);

7° the third country concerned has signed with Belgium an agreement conforming to the standards set out in Article 26 of the OECD Model Tax Convention on the double taxation of income and wealth, guaranteeing effective exchange of information in tax matters, including, where applicable, a multilateral agreement conforming to said Article 26.

§ 2. The National Bank's decision to grant authorization to a third-country branch explicitly recalls the prohibition concerning third-country branches set out in Article 334/1."

[Art. 178] [179]. In the same Section III, Article 334/8 is inserted as follows:

"Art. 334/8. The National Bank may refuse to authorize a third-country branch in the following cases:

1° the parent undertaking or the group of which it is part does not meet the prudential requirements applicable to it under the legislation of the third country, or there are reasonable grounds to suspect that it does not meet them or will breach them during the next twelve months;

2° without prejudice to international agreements binding Belgium, the third country concerned does not grant the same access opportunities to its market to Belgian credit institutions;

3° the National Bank considers that the protection of savers or investors, the sound and prudent management of the establishment, or the stability of the financial system requires the establishment of a Belgian company. This decision by the National Bank may take into account the following criteria:

the absence of effective exercise by the parent undertaking in the third country, or within the group of which it is part, of the activities projected by the branch;
the importance of the branch relative to the size of the parent undertaking;
the conditions set out in Article 339/2, § 1, first paragraph, 1° to 3°."

[Art. 179] [180]. In the same Section III, Article 334/9 is inserted as follows:

"Art. 334/9. § 1. The National Bank notifies the EBA of the following information concerning third-country branches authorized under this Title:

1° the authorizations granted to third-country branches and all subsequent modifications;

2° the total assets and liabilities of third-country branches, as communicated periodically to the National Bank;

3° the name under which the third-country group to which the third-country branch belongs is presented.

§ 2. When third-country branches authorized under this Title provide investment services and/or activities or ancillary services in Belgium, the National Bank communicates to the European Securities and Markets Authority, upon request, the following information concerning these branches:

1° the authorizations granted to third-country branches and their subsequent modifications;

2° the scale and extent of services provided and activities carried out by third-country branches;

3° the volume of transactions and total value of assets corresponding to the services and activities referred to in 2°;

4° the name under which the third-country group to which the third-country branch belongs is presented.

§ 3. When a third-country branch authorized under this Title carries out investment activities and/or provides investment services or ancillary services, the National Bank cooperates closely with the European Securities and Markets Authority, the EBA, the competent authorities, and the authorities referred to in Article 3, 33°, of the Law of 20 July 2022 on the status and control of stock exchange companies, respectively responsible for supervision, credit institutions, and branches of credit institutions, investment firms, and branches of investment firms belonging to the group to which the branch belongs, with the aim of ensuring that all activities of this group in the EEA are subject to comprehensive, consistent, and effective supervision in accordance with this law, the Law of 25 October 2016, and the aforementioned Law of 20 July 2022, Regulation No 600/2014, Regulation 2019/2033, and Regulation No 575/2013, and the legislation taken for the transposition of Directive 2013/36/EU, Directive 2014/65/EU, and Directive 2019/2034 in the Member States where these authorities are located, as well as the acts taken for their implementation."

[Art. 180] [181]. In Book III, Title II of the same law, the heading of Chapter II is replaced by the following:

"Chapter II. Conditions for exercising the activity".

[Art. 181] [182]. In Book III, Title II, Chapter II of the same law, Section I is inserted, containing Article 335, titled "General provisions".

[Art. 182] [183]. Article 335 of the same law, last amended by the Law of 20 July 2022, is replaced by the following:

"Art. 335. Article 45 is applicable, with the understanding that reference is made to the conditions, in application of Article 334/6, that apply to third-country branches."

[Art. 183] [184]. In Book III, Title II, Chapter II of the same law, Section II is inserted, containing Article 336, titled "Minimum capital endowment, liquidity requirements, and seizeable assets in Belgium".

Art. 184. Article 336 of the same law, last amended by the law of 11 July 2021, is replaced by the following:

"Art. 336. § 1. Third-country branches must at all times hold a minimum capital endowment at least equal to:
1° for Category 1 branches: 2.5% of the average liabilities of the third-country branch for the three annual reporting periods referred to in Article 336/6, § 2, immediately preceding, or of the liabilities of the third-country branch at the time of authorization, with a minimum of 10 million euros; 2° for Category 2 branches: 0.5% of the average liabilities of the third-country branch for the three annual reporting periods referred to in Article 336/6, § 2, immediately preceding, or of the liabilities of the third-country branch at the time of authorization, with a minimum of 5 million euros.

§ 2. Third-country branches must at all times hold assets in an amount equal to the capital endowment requirement referred to in paragraph 1, which may take one of the following forms:
1° cash or instruments assimilated to cash within the meaning of Article 4, paragraph 1, point 60), of Regulation No 575/2013; 2° debt securities issued by central governments or central banks of Member States; 3° any other instrument available to the branch that can be used immediately and without restriction to cover risks or losses as soon as these risks or losses occur.

§ 3. The assets referred to in paragraph 2 must be deposited with a credit institution under Belgian law within the meaning of Article 1, § 3, paragraph 1, 1°, which is not part of the group of the parent undertaking. The deposited assets may only be made available with the prior agreement of the Bank. The deposited assets are available for the application by the resolution authority of the measures referred to in Article 484.

The entity referred to in paragraph 1 may not, on the assets referred to in paragraph 2 that have been deposited in a global or individual client account, assert a right arising from its own claims against the parent undertaking. Similarly, these accounts and their balances may not be subject to any garnishment by creditors of the parent undertaking."

Art. 185. In Section II, inserted by Article 183, Article 336/1 is inserted as follows:

"Art. 336/1. § 1. Third-country branches must at all times hold a volume of unencumbered and liquid assets sufficient to cover their cash outflows over a minimum period of thirty days.

For the purposes of paragraph 1, Category 1 branches satisfy the liquidity coverage requirement provided for in Part Six, Title I, of Regulation No 575/2013 and in Commission Delegated Regulation (EU) 2015/61 of 10 October 2014 supplementing Regulation (EU) No 575/2013 of the European Parliament and of the Council as regards the liquidity coverage requirement for credit institutions.

§ 2. The assets referred to in paragraph 1 must be deposited with a credit institution under Belgian law within the meaning of Article 1, § 3, paragraph 1, 1°, which is not part of the group of the parent undertaking. The deposited liquid assets that remain in the account after they have been used to cover cash outflows in accordance with paragraph 1 are available for the application by the resolution authority of the measures referred to in Article 484.

The provisions of Article 336, § 3, paragraph 2, apply mutatis mutandis to the assets referred to in paragraph 1.

§ 3. The Bank may allow an eligible third-country branch referred to in Article 334/4 to derogate from the liquidity requirement provided for in this Article."

Art. 186. In the same Section II, Article 336/2 is inserted as follows:

"Art. 336/2. § 1. Without prejudice to Articles 336 and 336/1, any third-country branch whose activities in Belgium correspond to those of a credit institution referred to in Article 1, § 3, paragraph 1, 1°, must have attachable assets in Belgium in an amount corresponding to the amount of deposits covered by the deposit protection scheme, as referred to in Article 382, received by the third-country branch, unless it demonstrates that it satisfies the following conditions:
1° the insolvency law of the third country ensures that creditors who have deposited their funds with the third-country branch receive treatment equivalent to that of creditors who have deposited their funds with the parent undertaking in the third country; and 2° in the event of insolvency proceedings opened against the parent undertaking in the third country, the law governing those proceedings grants depositors who have deposited their funds with the third-country branch a rank offering protection similar to that provided for in Article 389.

§ 2. Without prejudice to Articles 336 and 336/1, any third-country branch whose activities in Belgium correspond to those of a credit institution referred to in Article 1, § 3, paragraph 1, 2°, must have attachable assets in Belgium in an amount corresponding to the amount of assets covered by the investor compensation scheme, as referred to in Article 384/4, paragraph 2, received by the third-country branch, unless it demonstrates that it satisfies the following conditions:
1° the insolvency law of the third country ensures that creditors who have deposited their funds with the third-country branch receive treatment equivalent to that of creditors who have deposited their funds with the parent undertaking in the third country; and 2° in the event of insolvency proceedings opened against the parent undertaking in the third country, the law governing those proceedings grants investors who have deposited their funds with the third-country branch a rank offering protection similar to that provided for in Article 74/1, § 3.

§ 3. The third-country branch may not receive financial instruments from clients unless, in the event of insolvency proceedings opened against the parent undertaking in the third country, the law governing those proceedings recognizes the co-ownership real right provided for in Article 13, paragraph 2, of Royal Decree No 62 of 10 November 1967 on the deposit of fungible financial instruments and the settlement of transactions on these instruments, coordinated on 27 January 2004, in favor of investors who have deposited their financial instruments with the third-country branch, or grants the investor a right following the deposit of the financial instruments that constitutes a real right allowing the exercise of a claim on these financial instruments, excluding a mere right of claim."

Art. 187. In Book III, Title II, Chapter II of the same law, Section III entitled "Governance, risk management and transaction recording requirements" is inserted.

Art. 188. In Section III, inserted by Article 187, Article 336/3 is inserted as follows:

"Art. 336/3. § 1. In addition to the provisions made applicable under Article 334/6, the following apply:
1° Article 53, with the understanding that information must only be communicated to the Bank; 2° Article 59, with the understanding that the management of the third-country branch or, where applicable, the members of the local management committee are considered the management body; 3° Articles 60 and 62, regarding the management of the third-country branch or, where applicable, the members of the local management committee, and Articles 60 and 61, regarding the persons responsible for independent control functions; 4° Articles 65/3, 66 and 67 to 70; 5° Articles 72, 74, 76, 77, paragraph 1, 4°, and 78, with the understanding that, for the application of Article 72, the management of the branch or, where applicable, the members of the local management committee are considered members of the legal administrative body; 6° Annex II; 7° Article 5 of Annex IV.

§ 2. Third-country branches must establish a reporting system to the management body of the parent undertaking, covering all significant risks, risk management policies, and modifications thereto. They must have adequate general information and communication technology systems and controls to ensure that the aforementioned risk management policies are duly respected."

Art. 189. In the same Section III, Article 336/4 is inserted as follows:

"Art. 336/4. § 1. Without prejudice to the application of Article 66, third-country branches manage and monitor their outsourcing agreements and ensure that the Bank has full access to all information necessary to exercise effective supervision in accordance with Article 334/7, § 1, 3°.

§ 2. When essential or important functions of the third-country branch are performed by its parent undertaking, these functions are performed in accordance with internal arrangements or intragroup agreements, and the Bank has access to all information necessary to exercise effective supervision in accordance with Article 334/7, § 1, 3°.

§ 3. Third-country branches that conduct "back-to-back" or intragroup transactions must have sufficient resources to detect and properly manage their counterparty credit risk when significant risks associated with assets recorded by the third-country branch are transferred to the counterparty."

Art. 190. In the same Section III, Article 336/5 is inserted as follows:

"Art. 336/5. Third-country branches must keep a register enabling them to track and record in a complete and accurate manner all asset and liability items they have recorded or initiated in Belgium and to manage these asset and liability items autonomously within themselves. The register provides all necessary and sufficient information on the risks generated by the branch and on how these risks are managed.

Third-country branches must develop, review, and regularly update a transaction recording policy for the management of the register referred to in paragraph 1. This policy must be documented and approved by the relevant management body of the parent undertaking. The policy must clearly motivate the transaction recording arrangements and explain how they align with the branch's strategy."

Art. 191. In Book III, Title II, Chapter II of the same law, Section IV entitled "Periodic information and accounting rules" is inserted.

Art. 192. In Section IV, inserted by Article 191, Article 336/6 is inserted as follows:

"Art. 336/6. § 1. The King determines the publication obligations for the annual accounting statements of third-country branches.

§ 2. In accordance with the modalities defined by the EBA under Article 48 terdecies, paragraph 1, of Directive 2013/36/EU, third-country branches must periodically report to the Bank information regarding:
1° asset and liability items recorded and initiated by the third-country branch in accordance with Article 336/5, broken down to distinguish:
a) the most significant asset and liability items, classified by sector and counterparty type, including, in particular, exposures to the financial sector; b) significant exposures and concentrations of funding sources on certain types of counterparties; c) significant internal transactions with the parent undertaking and with entities of the parent undertaking's group; 2° the compliance of the third-country branch with the requirements applicable to it under this Title; 3° information concerning the deposit protection scheme applicable in the home third country to ensure compliance with the conditions set out in Article 380, paragraph 2, so that third-country branches are not required to participate in the Belgian deposit protection system.

For the purpose of reporting information on asset and liability items recorded in accordance with paragraph 1, 1°, the third-country branch applies the obligations determined by the King referred to in paragraph 1. The reporting referred to in paragraph 1, 3°, must also be carried out in the event of any change concerning the applicable deposit protection scheme referred to in that point that may affect compliance with the equivalent coverage conditions provided for in Article 380, paragraph 2.

§ 3. Third-country branches must report the following information to the Bank regarding their parent undertaking:
1° on a periodic basis, aggregated information on asset and liability items held or recorded, respectively, by subsidiaries and other third-country branches of the parent undertaking's group in the Union; 2° on a periodic basis, the compliance by the parent undertaking with the legal and regulatory requirements applicable on an individual and consolidated basis in its home country and inherent to its status in that country; 3° where applicable, whenever they take place, the important prudential controls and assessments carried out by the competent authority when these concern the parent undertaking and the decisions of the competent authority resulting therefrom; 4° the recovery plans of the parent undertaking and specific measures concerning third-country branches that could be taken in accordance with these plans, and any subsequent updates and modifications to these plans; 5° the economic strategy of the parent undertaking in relation to third-country branches, and any subsequent modifications to this strategy; 6° the services provided by the parent undertaking to clients or counterparties established or located in the Union and based on passive service provision in accordance with Article 334, § 2, 1°, a), or the provisions transposing Article 21quater of Directive (EU) 2013/36/EU.

The Bank may fully or partially exempt eligible third-country branches referred to in Article 334/4 from the reporting obligation referred to in paragraph 1, if it is able to obtain this information directly from the supervisory authorities of the concerned third country.

§ 4. The Bank may impose additional reporting requirements on a third-country branch when it considers that additional information is necessary to have a complete picture of the operations, activities, or financial soundness of the third-country branch or its parent undertaking, to verify that the third-country branch and its parent undertaking comply with the respective applicable legislation.

§ 5. The reporting requirements referred to in paragraphs 2 to 4 are proportionate depending on whether the branches are classified, respectively, in Category 1 or Category 2. The information referred to in paragraphs 2 to 4 must be reported at least twice a year by Category 1 branches and at least once a year by Category 2 branches."

Art. 193. In the same Section IV, Article 336/7 is inserted as follows:

"Art. 336/7. When third-country branches exercise investment activities and/or provide investment services or ancillary services in Belgium, they must communicate the following information to the Bank at least once a year, insofar as this information is not already transmitted annually in the context of compliance with the obligations set out in this Title:
1° the scale and extent of the services provided and activities exercised by the third-country branch; 2° for parent undertakings that trade for own account, their minimum, average, and maximum monthly exposure to Union counterparties; 3° for parent undertakings that underwrite financial instruments and/or place financial instruments with a firm commitment, the total value of financial instruments from Union counterparties underwritten or placed with a firm commitment during the last twelve months; 4° the volume of trading and the total value of assets corresponding to the services and activities referred to in 1°; 5° a detailed description of the arrangements taken to protect investors that may be invoked by clients of the third-country branch, including the rights conferred, where applicable, to these clients by the investor compensation scheme referred to in Article 334/6, 7°; 6° the risk management policies and arrangements applied by the third-country branch in the context of the services and activities referred to in 1°; 7° corporate governance arrangements, including the persons whose professional activities have a substantial impact on the risk profile of the third-country branch; 8° any other information that the Bank deems necessary to ensure effective monitoring of the third-country branch's activities."

Art. 194. In Book III, Title II, Chapter III of the same law, Section I comprising Article 337, entitled "Supervision by the Bank", is inserted.

Art. 195. Article 337 of the same law, last amended by the law of 21 November 2017, is replaced by the following:

"Art. 337. § 1. The Bank supervises the compliance by third-country branches with the provisions of this Title, in accordance with the provisions of this Chapter. Articles 134 to 136/2, 139 and 156, § 1, apply mutatis mutandis, with the understanding that the supervision referred to in Article 156, § 1, also covers intragroup financing operations carried out with other third-country branches having the same parent undertaking and transactions based on passive service provision in other Member States, as referred to in Article 334/1.

§ 2. Third-country branches are subject to the supervision program referred to in Article 141."

Art. 196. In Book III, Title II, Chapter III of the same law, Section II comprising Articles 337/1 and 338, entitled "Supervisory and prudential assessment procedure", is inserted.

Art. 197. Article 337/1 of the same law, inserted by the law of 31 July 2017, is replaced by the following:

"Art. 337/1. The Bank supervises the arrangements, strategies, processes and mechanisms implemented by third-country branches to comply with the provisions of this law, the decrees and regulations taken for its implementation, as well as directly applicable European law standards. It assesses whether these arrangements, strategies, processes and mechanisms, as well as the capital endowment and liquidity held by third-country branches, ensure sound management and coverage of their significant risks and their viability.

The Bank carries out this assessment taking into account the principle of proportionality, according to the criteria published in accordance with Article 36/6, § 2, paragraph 1, 2°, of the law of 22 February 1998. In particular, for this assessment, the Bank establishes a level of frequency and intensity that is proportionate to the classification of third-country branches into Category 1 or Category 2 and takes into account other relevant criteria, such as the nature, extent and complexity of the activities of the third-country branches."

Art. 198. Article 338 of the same law, amended by the law of 18 December 2015, is replaced by the following:

"Art. 338. When the supervision and assessment referred to in Article 337/1, in particular of governance arrangements, the business model and the activities of the third-country branch, give the Bank reasonable grounds to suspect that, in connection with this third-country branch, an operation or attempt of money laundering or terrorist financing is in progress or has occurred or that the risk of such an operation or attempt is enhanced, it must immediately inform the EBA and the authority responsible for the supervision of the fight against money laundering and terrorist financing.

In the event of an increased risk of money laundering or terrorist financing, the Bank and, where applicable, the authority responsible for the supervision of the fight against money laundering and terrorist financing shall consult and immediately communicate their joint assessment to the EBA, without prejudice to the application of any measure provided for by this law or by the law of 18 September 2017."

Art. 199. In Book III, Title II, Chapter III of the same law, Section III comprising Article 338/1, entitled "Prudential measures", is inserted.

Art. 200. Article 338/1 of the same law, inserted by the law of 11 July 2021, is replaced by the following:

"Art. 338/1. Based on the results of the control and assessment procedure conducted in accordance with Article 337/1, the Bank may impose the following measures on the concerned third-country branch to ensure sound management and coverage of significant risks to which said branch is exposed and to guarantee its viability:

1° holding a capital endowment amount in addition to the minimum capital endowment provided for in Article 336, § 1, or satisfying other additional own funds requirements. Any additional capital endowment amount that the third-country branch must hold satisfies the requirements provided for in Article 336, §§ 2 and 3;

2° satisfying specific liquidity requirements in addition to those provided for in Article 336/1, § 1. Any surplus of unencumbered and liquid assets that the third-country branch must hold satisfies the requirements provided for in Article 336/1, § 2;

3° strengthening governance, risk management, or recording and monitoring systems for operations;

4° reducing the inherent risk associated with the branch's activities, products, and systems, including outsourced activities, and ceasing to engage in such activities or offer such products;

5° limiting the scope of the third-country branch's business or activities, as well as the counterparties to these activities;

6° requiring additional reporting requirements based on Article 336/6, § 4, or increasing the frequency of periodic reports;

7° imposing the publication of information similar to that provided for by or under Article 75 or Regulation No 575/2013.

The Bank is furthermore also authorized to impose any other measure provided for in Article 234, § 2."

Art. 201. In Book III, Title II, Chapter III of the same law, a Section IV containing Article 339, titled "Third-Country Branches of Systemic Importance and Establishment of a Belgian Law Company in accordance with Book II, Title I," is inserted.

Art. 202. Article 339 of the same law is replaced by the following:

"Art. 339. § 1. The third-country branch is subject to the assessment provided for in paragraph 2 when all third-country branches established in the Union belonging to the same third-country group hold in the Union an aggregate amount of assets declared in accordance with Article 336/6, § 2, of at least 40 billion euros:

1° either on average over the three annual reporting periods immediately preceding;

2° in absolute figures during at least three annual reporting periods within the five annual reporting periods immediately preceding.

The asset threshold referred to in the first paragraph does not include assets held by third-country branches in the context of market operations conducted with central banks of the European System of Central Banks.

§ 2. The Bank assesses whether the third-country branch referred to in paragraph 1 is of systemic importance and poses significant risks to the financial stability of the Union or of Belgium. To this end, the Bank relies in particular on the systemic importance indicators referred to in Article 131, paragraph 3, of Directive 2013/36/EU, as well as on the following indicators for the assessment of the systemic importance of third-country branches:

1° the size of the third-country branch;

2° the complexity of the structure, organization, and business model of the third-country branch;

3° the degree of interconnection of the third-country branch with the financial system of the Union and with that of Belgium;

4° the substitutability of the activities and operations conducted by the third-country branch or the financial services or infrastructure it provides;

5° the market share of the third-country branch in the Union and in Belgium with regard to total banking assets and concerning the activities and services it provides and the operations it conducts;

6° the likely impact of a suspension or cessation of the third-country branch's operations or activities on the liquidity of the Belgian financial system or on the payment, clearing, and settlement systems in the Union and in Belgium;

7° the role and importance of the third-country branch for the activities, services, and operations of the third-country group in the Union and in Belgium;

8° the role and importance of the third-country branch in the context of a resolution or liquidation, based on information provided by the resolution authority;

9° the volume of activities of the third-country group conducted through third-country branches, compared to the activities of said group conducted through subsidiaries authorized in the Union and in the Member States where the third-country branches are established.

§ 3. Where appropriate, to address the risks identified in the assessment referred to in paragraph 2, the Bank may subject the third-country branch to targeted requirements, which may consist in particular of:

1° requiring the third-country branch to restructure its assets or activities so that it ceases to be qualified as having systemic importance within the meaning of paragraph 2, or to pose excessive risk to the financial stability of the Union or of Belgium;

2° imposing one or more additional requirements as referred to in Article 338/1."

Art. 203. In Section IV, inserted by Article 201, Article 339/1 is inserted as follows:

"Art. 339/1. § 1. Within the framework of the assessment referred to in Article 339, § 2, the Bank consults the EBA and the competent authorities of the Member States in which the concerned third-country group has other third-country branches or subsidiaries, in order to assess the risks that the concerned third-country branch poses to the financial stability of other Member States.

The Bank transmits its reasoned assessment of the systemic importance of the third-country branch for the Union or for Belgium to the EBA and to the competent authorities of the Member States in which the concerned third-country group has established other third-country branches or subsidiaries.

The Bank, as well as the consulted competent authorities, with the assistance of the EBA, shall use all efforts to reach a consensus on the assessment of systemic importance and, where applicable, on the targeted requirements referred to in Article 339, § 3, no later than three months from the date on which a consulted competent authority has raised an objection in accordance with Article 48undecies, paragraph 3, of Directive 2013/36/EU. Upon expiry of this three-month period, the Bank shall rule on the assessment of the systemic importance of the third-country branch and on the targeted requirements referred to in Article 339, § 3.

§ 2. When the Bank considers that a third-country branch has systemic importance, but decides not to exercise the powers referred to in Article 339, § 3, 1°, or in Article 339/2, it shall send a notification to the EBA and to the competent authorities of the Member States in which the concerned third-country group has established other third-country branches or subsidiaries, indicating the reasons for its decision not to exercise these powers.

§ 3. When the Bank is consulted in accordance with Article 48undecies, paragraph 3, of Directive 2013/36/EU, in order to assess the risks to the financial stability of Belgium posed by a third-country branch established in another Member State, and it disagrees with the assessment by the competent authority of the systemic importance referred to in Article 48 undecies, paragraph 2, for the third-country branch located in another Member State, it shall inform the competent authority within ten working days from the receipt of the assessment. The Bank, as well as the other competent authorities referred to in Article 48undecies, paragraph 3, of Directive 2013/36/EU, with the assistance of the EBA, shall use all efforts to reach a consensus on the assessment and, where applicable, on the targeted requirements referred to in paragraph 4 of said Article 48 undecies, no later than three months from the date on which it has raised an objection."

Art. 204. In the same Section IV, Article 339/2 is inserted as follows:

"Art. 339/2. § 1. The Bank may require the parent undertaking to establish a Belgian law company, which must obtain authorization in accordance with Book II, Title I, when one or more of the following conditions are met:

1° without prejudice to the exceptions regarding intragroup financing operations and passive services referred to in Article 334/1, the third-country branch has previously or currently conducts the activities referred to in Article 334, § 1, with clients or counterparties located in other Member States;

2° the third-country branch is considered by the Bank to be of systemic importance in accordance with Article 339;

3° the aggregate amount of assets of all third-country branches in the Union belonging to the same third-country group is at least 40 billion euros or the amount of assets recorded in the register of third-country branches referred to in Article 336/5 is at least 10 billion euros;

4° if the Bank deems it necessary for the protection of savers or investors, or for sound and prudent management of the establishment or for the stability of the financial system.

For the purposes of paragraph 1, 2° and 3°, the Bank takes into account, where applicable, the indicators referred to in Article 339, § 2, 1° to 9°. For the purposes of paragraph 1, 4°, the Bank may in particular use the criteria referred to in Article 334/8, 3°, first and second indents.

§ 2. The power referred to in paragraph 1 may be exercised either after applying the measures provided for in Article 339, § 3, or when the Bank can justify that these measures would be insufficient to address the significant supervisory problems referred to in paragraph 1.

Before exercising the power referred to in paragraph 1, the Bank consults the EBA and the competent authorities of the Member States in which the concerned third-country group has established other third-country branches or subsidiaries."

Art. 205. In Book III, Title II, Chapter III of the same law, a Section V titled "Cooperation between competent authorities and colleges of competent authorities" is inserted.

Art. 206. In Section V, inserted by Article 205, Article 339/3 is inserted as follows:

"Art. 339/3. § 1. The Bank cooperates closely and exchanges information with the competent authorities responsible for the supervision of other third-country branches and subsidiaries of the same third-country group. The Bank concludes, in writing, with these authorities the necessary coordination and cooperation agreements, by analogy with the provisions of Article 177.

§ 2. For the purposes of paragraph 1, Category 1 branches are subject to full supervision by a college of competent authorities in accordance with Article 178 of this law or Article 116 of Directive 2013/36/EU:

1° when a college of competent authorities has been established pursuant to Article 178 of this law or Article 116 of Directive 2013/36/EU for subsidiaries of a third-country group, Category 1 branches of the same group are included in the scope of supervision exercised by this college;

2° when the third-country group has Category 1 branches in more than one Member State but does not have subsidiaries in the Union for which a college has been established pursuant to Article 178 of this law or Article 116 of Directive 2013/36/EU, a college of competent authorities is established with respect to these Category 1 branches;

3° when the third-country group has Category 1 branches in more than one Member State or at least one Category 1 branch, and one or more subsidiaries in the Union for which no college has been established pursuant to Article 178 of this law or Article 116 of Directive 2013/36/EU, a college of competent authorities is established for these third-country branches and subsidiaries.

§ 3. For the purposes of paragraph 2, 2° and 3°, the Bank is the lead competent authority exercising the same role as the consolidated supervisor in accordance with Article 178 when the third-country branch subject to its supervision is the largest third-country branch in the Union in terms of total value of recorded assets.

§ 4. Within colleges of competent authorities and in addition to the tasks referred to in Article 178, the Bank, in its capacity as lead supervisor, also exercises, together with the competent authorities concerned, the following tasks:

1° they draw up a report on the structure and activities of the third-country group in the Union and update it annually;

2° they exchange information on the results of the prudential control and assessment process referred to in Articles 337/1 and 338 or Article 48quindecies of Directive 2013/36/EU;

3° they strive to harmonize the application of supervisory measures and powers referred to in Article 338/1 or Article 48sexdecies of Directive 2013/36/EU;

4° they ensure, where appropriate, adequate coordination and cooperation with the competent supervisory authorities of the concerned third countries.

§ 5. In its capacity as the competent authority responsible for the supervision of Category 1 branches or subsidiaries of a third-country group, the Bank participates in colleges of competent authorities established by the lead authority."

Art. 207. In the same Section V, Article 339/4 is inserted as follows:

"Art. 339/4. The Bank, the Financial Information Processing Unit referred to in the law of 18 September 2017, and the authority responsible for the supervision of the fight against money laundering and terrorist financing cooperate closely within the framework of their respective competences and exchange relevant information for the purposes of this law, provided that this cooperation and exchange of information do not encroach upon any ongoing investigation or procedure under the criminal or administrative law of the Member State in which the Bank, the Financial Information Processing Unit referred to in the law of 18 September 2017, or the authority responsible for the supervision of the fight against money laundering and terrorist financing is located."

Art. 208. In Book III, Title II, Chapter III of the same law, a Section VI titled "Revised Control" is inserted.

Art. 209. In Section VI, inserted by Article 208, Article 339/5 is inserted as follows:

"Art. 339/5. The management of the third-country branches referred to in this Title is required to designate one or more approved auditors or one or more approved audit firms in accordance with Article 220. It may similarly designate a substitute.

In the event of the designation of an approved audit firm, Article 221 applies by analogy.

Articles 223, 224, paragraphs 1 to 4, 225, paragraphs 1, 2, 3, 4 and 6; and 326, § 1, paragraph 2, § 2, paragraphs 4 and 5, and § 3 apply, it being understood that, for the purposes of Article 225, paragraph 1, approved auditors or approved audit firms also perform the following tasks:

they assess the implementation and permanent compliance by the third-country branch of the requirements set out in Articles 336/3 and 336/4 and report to the Bank at regular intervals, at the frequency determined by the Bank;
they regularly provide the Bank, at the frequency determined by the Bank, with an independent written and reasoned opinion on the implementation and permanent compliance with the accounting requirements referred to in Article 336/5."

Art. 210. In Book III, Title II of the same law, the heading of Chapter IV is replaced by the following:

"Chapter IV. - Exceptional measures, withdrawal of authorization, sanctions."

Art. 211. Article 340 of the same law, modified by the law of 11 July 2021, is replaced by the following:

"Art. 340. § 1. Articles 233, 234, 236 and 238 and Articles 345 to 352 apply, it being understood that the Bank is exclusively competent.

§ 2. When the Bank finds that the third-country branch is not operating in compliance with the provisions of this law and the decrees and regulations adopted for its implementation, or that it has elements indicating that the third-country branch is likely soon to cease operating in compliance with these provisions, the Bank may set limits regarding the exposures of the third-country branch with regard to its parent undertaking or entities of the group to which the parent undertaking belongs. The Bank may furthermore impose on the third-country branch the measures provided for in Article 338/1, first paragraph.

§ 3. In the event of a merger or division of the parent undertaking, the Bank re-evaluates the compliance of the third-country branch with the authorization conditions referred to in Articles 334/6 and 334/7 and with the conditions for exercising its activities referred to in Chapter II of this Title. Where appropriate, the Bank takes appropriate measures, including those referred to in Articles 234 and 236."

Art. 212. In Book III, Title II, Chapter IV of the same law, Article 340/1 is inserted as follows:

"Art. 340/1. The Bank may also withdraw the authorization of a third-country branch in the following cases:

1° the third-country branch no longer satisfies the authorization conditions provided for in Articles 334/6 and 334/7;

2° the parent undertaking, or the group to which it belongs, does not satisfy the prudential requirements applicable to it under the legislation of the third country, or there are reasonable grounds to suspect that it does not satisfy them or will infringe them within the next twelve months. The third-country branch informs the Bank without delay of the occurrence of such circumstances;

3° there are reasonable grounds to suspect that an operation or an attempt at money laundering or terrorist financing is ongoing or has taken place in connection with the third-country branch, its parent undertaking, or its group, or that the risk of such an operation or attempt has increased. In order to determine whether this condition is met, the Bank consults the authority responsible for the supervision of the fight against money laundering and terrorist financing;

4° the Bank is of the opinion that, in application of Article 339/2, it is necessary to establish a Belgian law company which will be authorized in accordance with Book II, Title I."

Art. 213. Article 345, first paragraph of the same law, last modified by the law of 25 March 2025, is supplemented with points 6° and 7° as follows:

"6° a requirement imposed by the supervisory authority in application of provisions referred to in 1°, 2°, 3°, 4° or 5°;

7° the requirements set by the supervisory authority as conditions for a decision taken in application of provisions referred to in 1°, 2°, 3°, 4° or 5°, including the granting of an authorization or a derogation."

Art. 214. In Article 346 of the same law, last amended by the law of 25 March 2025, paragraphs 1 to 3 are replaced by the following:

" § 1. Without prejudice to other measures provided for by this law, including sanction measures referred to in Article 347, the supervisory authority may set:

for a credit institution, a financial company, a mixed financial company or a mixed company of Belgian or foreign law, or
for an acquirer or assignee of a qualifying participation in a credit institution, or
for members of the legal administrative body, members of the management committee and other persons participating in effective management, key function holders or other staff members whose professional activities have a significant impact on the risk profile of the aforementioned institutions, referred to in Article 67, paragraph 3,

a time limit within which:
1° they must comply with specific provisions:
a) of this law or of decrees or regulations adopted for its implementation; b) of Regulation No 575/2013, Regulation No 600/2014, Regulation 2017/565, Title II of Regulation No 648/2012 or Regulation 2022/2554; c) of Articles 5 to 9 and 18 to 27 of Regulation 2017/2402 or of Articles 4 and 15 of Regulation 2015/2365; d) of delegated acts adopted pursuant to the provisions referred to in b) or c) or pursuant to European directives transposed by this law; e) of implementing acts adopted pursuant to the provisions referred to in b) or c), pursuant to European directives transposed by this law or pursuant to delegated acts referred to in d); 2° they must make the necessary adaptations to the organizational structure or to the policy regarding capital needs and liquidity management of the institution. This injunction is applicable to branches of credit institutions subject to another Member State only with regard to a breach of one of the obligations referred to in Article 315; 3° they must comply with a requirement imposed by the supervisory authority pursuant to provisions referred to in 1°; 4° they must comply with the requirements set by the supervisory authority as conditions for a decision taken pursuant to provisions referred to in 1°, in particular the granting of an authorization or a derogation; 5° they must comply with the specific provisions of the law of 27 March 2020 empowering the King to grant a State guarantee for certain credits in the fight against the consequences of the coronavirus and amending the law of 25 April 2014 on the status and supervision of credit institutions and stockbroking companies and the measures taken to implement them or of Article 27 of the law of 20 July 2020 granting a State guarantee for certain credits to SMEs in the fight against the consequences of the coronavirus and amending the law of 25 April 2014 on the status and supervision of credit institutions and stockbroking companies and its implementing measures.

§ 2. If the entity or person referred to in paragraph 1 remains in default at the expiration of the time limit, the Bank, if requested by the European Central Bank, may, after hearing the entity or person or at least summoning it, impose, for a maximum period of six months, a penalty of:
1° in the case of a legal person, a maximum amount per day of infringement corresponding to 5% of the average daily net turnover; 2° in the case of a natural person, a maximum amount per day of infringement of 50,000 euros.
Penalties imposed on a given date may begin to apply on a later date.

§ 2/1. Subject to procedural constraints arising from general principles of law, when it deems it justified with regard to the specifics of the case, the Bank may impose a penalty within the limits of the amounts referred to in paragraph 2 for situations of non-compliance referred to in paragraph 1, without having to issue a prior remediation deadline.

§ 3. In addition to being effective and proportionate, the amount of the penalty is fixed taking into account in particular the assessment criteria provided for in Article 347, § 4, a) to i)."

Art. 215. In Article 347 of the same law, last amended by the law of 25 March 2025, the following modifications are made:
1° in paragraph 1, the following modifications are made:
a) the words "when it finds:" are replaced by the words "subject to procedural constraints arising from general principles of law, when it deems it justified with regard to the specifics of the case, when it finds:"; b) the words "to persons who, in the absence of a management committee, participate in their effective management" are replaced by the words "to other persons who participate in their effective management, to key function holders, to other staff members whose professional activities have a significant impact on the risk profile of the aforementioned institutions, referred to in Article 67, paragraph 3, as well as to other natural persons"; 2° in paragraph 2, the following modifications are made:
a) in the first paragraph, the words "during the previous financial year" are repealed; b) the fourth paragraph is repealed; 3° a new paragraph 3/1 is inserted, drafted as follows:
" § 3/1. An administrative fine may be imposed under this article in case of cumulation with a criminal procedure related to the same breach, provided that such cumulation of procedures and sanctions is strictly necessary and proportionate to the pursuit of different and complementary public interest objectives." 4° in paragraph 4, the following modifications are made:
a) the words "The amount of the fine is fixed in particular based on" are replaced by the words "In addition to the effective, proportionate and dissuasive nature of the fine, the amount of the fine is fixed in particular based on:"; b) the paragraph is completed by a i) drafted as follows:
"i) previous criminal sanctions imposed for the same offence, on the natural or legal person responsible for this offence, without prejudice to paragraph 3/1."
5° the article is completed by a paragraph drafted as follows:
" § 7. Acting as a collection body within the meaning of Article 2, point 2), of Regulation 2023/2859, the supervisory authority communicates to the European Single Access Point (ESAP) established under Regulation 2023/2859 the administrative fines it imposes under this article when they are made public.
The supervisory authority communicates this information in a data-extractable format within the meaning of Article 2, point 3), of Regulation 2023/2859, accompanied by the metadata referred to in Article 136/3, § 1, first paragraph, 1°, 4° and 5°, and, if available, 2°."

Art. 216. In the same law, a new Article 347/1 is inserted, drafted as follows:
"Art. 347/1. § 1. For the purposes of Articles 346 and 347, the average daily net turnover is the total annual net turnover determined in accordance with this article divided by 365.
The total annual net turnover is equal to the sum of the following elements, determined in accordance with Annexes III and IV of Commission Implementing Regulation (EU) 2021/451 of 17 December 2020 defining implementing technical standards for the application of Regulation (EU) No 575/2013 of the European Parliament and of the Council as regards prudential reporting by institutions, and repealing Implementing Regulation (EU) No 680/2014:
1° interest income;
2° interest expenses;
3° charges on redeemable share capital;
4° dividends;
5° fee and commission income;
6° fee and commission expenses;
7° net gains or losses on financial assets and liabilities held for trading; 8° net profits or losses on financial assets and liabilities designated as measured at fair value through profit or loss; 9° net gains or losses from hedge accounting; 10° net foreign exchange differences (profits or losses); 11° other operating income; 12° other operating expenses.

§ 2. For the purposes of paragraph 1, second paragraph, the calculation base consists of the most recent annual prudential financial information resulting in an indicator greater than zero. When the legal person concerned is not subject to Commission Implementing Regulation (EU) 2021/451 of 17 December 2020 defining implementing technical standards for the application of Regulation (EU) No 575/2013 of the European Parliament and of the Council as regards prudential reporting by institutions, and repealing Implementing Regulation (EU) No 680/2014, the total annual net turnover to be taken into consideration is the total annual net turnover or the corresponding type of revenue according to the applicable accounting framework. When the undertaking concerned is part of a group, the total annual net turnover to be taken into consideration is the total annual net turnover appearing in the consolidated accounts of the ultimate parent undertaking."

Art. 217. In Article 348 of the same law, last amended by the law of 26 November 2021, paragraph 1, 5°, is replaced by the following:
"5° members of the legal administrative body or persons in charge of effective management who infringe Articles 72; 74, 77, first paragraph, 2° and 4°, 76/1, 76/8; 213 and 214 or Articles 341 to 344 or Article 99 of Regulation No 575/2013;".

Art. 218. In Article 351, first paragraph of the same law, the words "of the credit institution," are inserted between the words "Any information regarding an offence under this law or one of the legislations referred to in Article 2 against" and the words "members of the legal administrative body, persons in charge of effective management".

Art. [219]. In Article 368 of the same law, amended by the law of 27 June 2021, the following modifications are made:
1° the first paragraph is completed by the following sentence: "The dissolution of a credit institution and the ensuing liquidation within the meaning of the Code of Companies and Associations require the conforming opinion of the supervisory authority."; 2° the article, the current text of which will form paragraph 1, is completed by paragraphs 2 and 3 drafted as follows:
" § 2. In the event of voluntary or judicial dissolution, the liquidator, who is appointed in accordance with statutory or legal rules, may only be appointed with the approval of the supervisory authority.
Without prejudice to the legal provisions applicable to companies and to Article 238, the King may determine, on the opinion of the supervisory authority, the powers and obligations of the liquidator. In any case, the liquidator is required to respond to information requests addressed to it by the supervisory authority and must, in addition, inform it proactively of the progress of its mission. § 3. The supervisory authority informs without delay the supervisory authorities of other Member States where the credit institution has a branch or, pursuant to Article 90, provides services, of any dissolution as well as of its possible concrete effects."

Art. [220]. In Article 378, § 1 of the same law, amended by the law of 2 May 2019, the words "and except for cases of citation made under Article 291/1" are inserted between the words "except in cases where a credit institution is subject to resolution measures provided for in Book II, Title II" and the words ", the opening of bankruptcy proceedings".

Art. [221]. Article 438/12 of the same law, amended by the law of 27 June 2016, the current text of which will form paragraph 1, is completed by a paragraph 2, drafted as follows:
" § 2. When publishing the information referred to in paragraph 1, group entities communicate this information simultaneously to the supervisory authority acting as a collection body within the meaning of Article 2, point 2) of Regulation 2023/2859.
The information is communicated in a data-extractable format within the meaning of Article 2, point 3), of Regulation 2023/2859 or, when Union law requires it, in a machine-readable format within the meaning of Article 2, point 4), of that Regulation and is accompanied by the metadata referred to in Article 136/3, § 1, first paragraph, second paragraph. For the purposes of this paragraph, group entities obtain a legal entity identifier as referred to in Article 136/3, § 1, first paragraph, second paragraph, 2°. The supervisory authority communicates the information concerned to the European Single Access Point (ESAP) established under Regulation 2023/2859."

Art. [222]. In Article 1 of Annex I of the same law, amended by the law of 2 May 2019, a paragraph 4/1 is inserted, drafted as follows:
" § 4/1. Credit institutions carry out a prior assessment of any exposure to crypto-assets they intend to assume and of the adequacy of existing processes and procedures to manage counterparty risk, and report these assessments to the supervisory authority."

Art. [223]. In Article 3 of Annex I of the same law, the following modifications are made:
1° in the second paragraph, the second dash is completed by the following sentence:
"With regard to crypto-assets without an identifiable issuer, concentration risk is taken into account in terms of exposure to crypto-assets with similar characteristics."; 2° the article is completed by a paragraph, drafted as follows:
"The supervisory authority evaluates and monitors the evolution of credit institutions' practices in managing their concentration risks arising from exposures to central counterparties, including plans developed pursuant to Article 57/1, § 3, as well as progress made in adapting their business model to the requirements set out in Article 7bis of Regulation No 648/2012."

Art. [224]. In Article 5 of Annex I of the same law, amended by the law of 20 July 2022, the following modifications are made:
1° a paragraph 4/1 is inserted, drafted as follows:
" § 4/1. Credit institutions carry out a prior assessment of any exposure to crypto-assets they intend to assume and of the adequacy of existing processes and procedures to manage market risk, and report these assessments to the supervisory authority."; 2° paragraph 5 is replaced by the following:
" § 5. Credit institutions of significant importance strive to develop internal competence in market risk assessment for the use of internal models for the calculation of capital requirements on portfolios of positions in the trading book, and for the calculation of capital requirements related to default risk, provided that the exposures of these institutions to default risk are substantial in absolute value and that said institutions hold a high number of substantial positions in debt or equity securities traded from different issuers."

Art. [225]. In Article 7, § 1 of Annex I of the same law, amended by the law of 11 July 2021, the words "the risk related to the use of internal models and the risks arising from outsourcing" are replaced by the words "risks arising from outsourcing agreements and direct and indirect exposures to crypto-assets and crypto-asset service providers".

Art. [226]. In Article 8, § 8, second paragraph of Annex I to the same law, replaced by the law of 11 July 2021, the words "Institutions within the meaning of Article 1, § 3, first paragraph, 1°, " are replaced by the words "Credit institutions".

Art. [227]. In Annex I of the same law, a Section X entitled "Environmental, Social and Governance (ESG) Risks" is inserted.

Art. [228]. In Section X of Annex I of the same law, inserted by Article 227, a new Article 10 is inserted, drafted as follows:
"Art. 10. § 1. Credit institutions have, within the framework of their governance system including the risk management framework required under Article 21, § 1, 3°, robust strategies, policies, processes and systems to identify, measure, manage and monitor ESG risks in the short, medium and long term.
The strategies, policies, processes and systems referred to in the first paragraph are proportionate to the scale, nature and complexity of the ESG risks of the business model and to the extent of the credit institution's activities, and take into account the short and medium term, as well as a long-term horizon of at least ten years.

§ 2. Credit institutions test their resilience to the long-term negative effects of ESG factors, both in the baseline scenario and in adverse scenarios over a given period, starting with climate-related factors.
For the purposes of these resilience tests, credit institutions provide for a number of ESG scenarios that integrate the potential impacts of environmental and social changes and related public policies on the long-term economic environment. In the resilience testing process, credit institutions use credible scenarios, based on scenarios developed by international organizations.

§ 3. The supervisory authority evaluates and monitors the evolution of credit institutions' practices regarding their strategies and ESG risk management, including plans comprising quantifiable objectives and processes for monitoring and treating ESG risks in the short, medium and long term, which must be developed pursuant to Article 57/1, § 1. This evaluation takes into account the sustainability-linked product offerings by credit institutions, their transition financing policies, related lending policies, as well as ESG objectives and limits. The supervisory authority assesses the robustness of these plans as part of the supervisory review and evaluation process. Where appropriate, for the purposes of the evaluation referred to in the first paragraph, the supervisory authority may cooperate with authorities or public bodies responsible for monitoring climate change and the environment."

Art. [229]. In Article 1, § 2 of Annex II of the same law, the words "fixed remuneration" are replaced by the words "effective fixed remuneration" each time.

Art. [230]. In Article 3 of Annex II of the same law, the second paragraph is completed by the words ", including the treatment of risks referred to in Articles 57, § 1, and 57/1".

Art. [231]. In Article 19 of Annex II of the same law, last amended by the law of 11 July 2021, the second paragraph is completed by the following sentence:
"This information is transmitted to the European Banking Authority."

Art. [232]. In Article 13 of Annex IV of the same law, replaced by the law of 11 July 2021, the following modifications are made:
1° in paragraph 2, a sentence drafted as follows is inserted between the second and third sentences:
"The lowest threshold and the thresholds between each sub-category are defined by the scores in accordance with the methodology referred to in paragraph 1, first paragraph."; 2° in paragraph 3, the introductory sentence is replaced by the following:
"Without prejudice to Article 12 of this Annex and to paragraph 1, second paragraph of this article, the Bank may adjust the allocation to a sub-category of EISm referred to in paragraph 1, second paragraph, if it considers that it does not reflect the systemic importance of the entity concerned and".

Art. [233]. In Article 14 of Annex IV of the same law, replaced by the law of 11 July 2021, the following modifications are made:
1° in paragraph 3, a c) is inserted, drafted as follows:
"c) when a domestic SII becomes constrained by the capital floor, the SII domestic buffer requirement is reviewed, at the latest on the date of the annual review referred to in point b), to ensure that its calibration remains appropriate."; 2° in paragraph 4, the words "the date on which this requirement becomes mandatory" are replaced by the words "the publication of a decision taken under paragraph 2"; 3° in paragraph 5, the words "Without prejudice to Article 16 of this Annex and to paragraph 2 of this article," are inserted before the words "A domestic SII, which is"; 4° paragraph 6 is completed by the following sentence:
"For the purposes of this paragraph, when the decision to set a common equity tier 1 capital buffer for systemic or macroprudential risk or a common equity tier 1 capital buffer for EISm or for domestic SII results in a reduction or maintenance of one of the previously set rates, the procedure provided for in paragraph 2/1 of this article does not apply."

Art. [234]. In Article 15, first paragraph of Annex IV of the same law, the third sentence is replaced by the following:
"The lists, the changes made to them, as well as the reasons for which re-allocations to another sub-category have, or have not, been decided, where applicable, pursuant to Article 13, § 3, are sent to the ESRB."

Art. 235. In Article 16, § 1 of Annex IV of the same law, replaced by the law of 11 July 2021, the words "including those resulting from climate change," are inserted between the words "systemic or macroprudential risks," and the words "which are not covered".

Art. 236. In Article 16/4 of Annex IV of the same law, inserted by the law of 11 July 2021, the following amendments are made:
1° c) is completed with the words "or risks that are fully covered by the calculation provided for in Article 92, paragraph 3, of Regulation No 575/2013"; 2° the article is completed by a d), drafted as follows:
"d) when a category 1 capital buffer for systemic or macroprudential risk applies to the total exposure to risk of a credit institution and that credit institution becomes subject to the capital floor, the requirement for the category 1 capital buffer for systemic or macroprudential risk is reviewed, no later than the date of the biennial revision referred to in point b), to ensure that its calibration remains appropriate."

Art. 237. In Article 18 of Annex IV of the same law, the first sentence is completed with the words "and the EBA".

Art. 238. In Article 19, paragraph 2 of Annex IV of the same law, replaced by the law of 11 July 2021, the words "of negative recommendations" are replaced by the words "of a negative opinion both".

Art. 239. In Section III of Annex IV of the same law, Article 19/1 is inserted, drafted as follows:
"Art. 19/1. For the purposes of Articles 18 and 19 of this Annex, the recognition of a basic category 1 capital buffer rate for systemic or macroprudential risk set by another Member State in accordance with Article 22, § 2, of this Annex does not enter into the calculation of the thresholds referred to in Articles 18 and 19, paragraph 1."

Art. 240. Article 20 of Annex IV of the same law, replaced by the law of 11 July 2021, is completed by a paragraph drafted as follows:
"For the purposes of this article, the recognition of a basic category 1 capital buffer rate for systemic or macroprudential risk set by another Member State in accordance with Article 22, § 2, of this Annex does not enter into the calculation of the thresholds referred to in paragraph 1."

Art. 241. In Article 4, c), of Annex V of the same law, modified by the law of 11 July 2021, the words "and/or, if it is an EISm," are replaced by the words "or, as the case may be,".

CHAPTER XI. - Amendments to the Law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings

Art. 242. In Article 15 of the Law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings, last modified by the law of 25 March 2025, a 8°/6 is inserted, drafted as follows:
"8°/6 Regulation 2023/2859: the ESAP Regulation of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralised access to publicly available information useful for financial services, capital markets and sustainability;".

Art. 243. In Article 306, paragraph 1 of the same law, the words "communicated or" are inserted between the words "cannot be" and the words "disclosed by insurance or reinsurance undertakings".

Art. 244. In Book II, Title IV, Chapter I, Section III of the same law, Article 317/1 is inserted, drafted as follows:
"Art. 317/1. § 1. When they publish the information referred to in Articles 95 to 97, 101/1, §§ 1 and 2, 101/2, §§ 1 and 2, 399, 400 and 466, 2°, insurance or reinsurance undertakings communicate this information simultaneously to the Bank acting as a collecting entity within the meaning of Article 2, point 2) of Regulation 2023/2859. The information is communicated in a machine-readable data extraction format within the meaning of Article 2, point 3), of Regulation 2023/2859 or, where Union law requires, in a machine-readable format within the meaning of Article 2, point 4), of that Regulation, and is accompanied by the following metadata:
1° all names of the insurance or reinsurance undertaking to which the information relates; 2° the legal entity identifier of the insurance or reinsurance undertaking, specified in accordance with Article 7, paragraph 4, point b), of Regulation 2023/2859; 3° the size of the insurance or reinsurance undertaking, according to the category specified in accordance with Article 7, paragraph 4, point d), of Regulation 2023/2859; 4° the type of information concerned, according to the classification provided for by Article 7, paragraph 4, point c), of Regulation 2023/2859; 5° a statement specifying whether the information contains personal data. For the purposes of this paragraph, insurance or reinsurance undertakings obtain a legal entity identifier as referred to in paragraph 2, 2°. The Bank communicates the relevant information to the European Single Access Point (ESAP) established under Regulation 2023/2859. § 2. Acting as a collecting entity within the meaning of Article 2, point 2) of Regulation 2023/2859, the Bank communicates to the European Single Access Point (ESAP) established under that Regulation, the information published under Articles 613 and 619. The Bank communicates this information in a machine-readable data extraction format within the meaning of Article 2, point 3), of Regulation 2023/2859, accompanied by the metadata referred to in paragraph 1, paragraph 2, 1°, 4° and 5°, and, if available, 2°. § 3. The Bank also acts as a collecting entity within the meaning of Article 2, point 2), of Regulation 2023/2859 for the voluntary communication of information referred to in Article 3 of that Regulation by insurance or reinsurance undertakings, where such information concerns those undertakings and falls within the supervisory competence of the Bank."

Art. 245. In Article 327 of the same law, modified by the law of 2 May 2019, paragraph 3 is repealed.

Art. 246. Article 328 of the same law, modified by the law of 15 April 2018, is replaced by the following:
"Art. 328. The designation of approved auditors and alternate approved auditors with insurance or reinsurance undertakings is subject to the prior agreement of the Bank. This agreement must be obtained by the corporate body making the proposal for designation, at least two months before the scheduled date of the proposal for designation to the body competent for their appointment and, where applicable, to the works council. In the case of the designation of an approved audit firm, the agreement covers both the firm and its representative. The Bank must rule within two months of receiving a complete file. It may refuse its agreement only on grounds relating to the candidate's availability, taking into account all their audit mandates, the size and organisation of their firm, their knowledge, their professional experience and skills, including their ability to exercise critical judgment and form a professional opinion, taking into consideration the size of the insurance or reinsurance undertaking within which they would be designated, the nature and complexity of its activities, as well as the independence of the candidate with respect to that undertaking. If the Bank does not rule within the aforementioned period, the agreement is deemed to be granted. The same agreement is required for the renewal of the mandate. Where, under the law, the appointment of the auditor is made by the President of the company's court or the court of appeal, that jurisdiction makes its choice from a list of approved auditors established by the Bank."

Art. 247. In Article 340 of the same law, last modified by the law of 25 October 2016, point 8 is replaced by the following:
"8° sectoral regulation: this law, the law of 25 April 2014, the law of 20 July 2022 on the status and supervision of stock exchange companies, the law of 25 October 2016, the law of 3 August 2012 on certain forms of collective portfolio management, Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions, and Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements for investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014, as well as the decrees and regulations adopted to implement these laws and the delegated acts adopted under the aforementioned regulations or under European directives transposed by the aforementioned laws, and the implementing acts adopted under the aforementioned regulations, under the European directives transposed by the aforementioned laws, or under the aforementioned delegated acts, with the exception of provisions relating to the supplementary supervision of regulated entities forming part of a financial conglomerate, and comparable national supervisory regulations and practices in force in other States;".

Art. 248. Article 545 of the same law, the current text of which will form paragraph 1, is completed by a paragraph 2 drafted as follows:
"§ 2. In the event of the removal or revocation of the authorization of an insurance or reinsurance undertaking under the provisions of this law, the latter remains qualified as an insurance or reinsurance undertaking for the purposes of the application of specific legislation or regulatory acts providing for a specific regime applicable to this type of undertaking, and this as long as it remains subject to this law."

Art. 249. In Article 608, paragraph 1, of the same law, the words "of the insurance or reinsurance undertaking," are inserted between the words "Any information on behalf of an offence under this law or one of the laws referred to in Article 20 of the law of 25 April 2014 against" and the words "of members of the legal administrative body".

CHAPTER XII. - Amendments to 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

Art. 250. Article 2 of 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, last modified by the law of 11 December 2025, is completed by points 84° to 86°, drafted as follows:
"84° single access point (ESAP): the European Single Access Point established under the ESAP Regulation; 85° machine-readable data extraction format: any open format within the meaning of Article 2, 10°, of the law of 4 May 2016 on open data and the reuse of public sector information, used on a large scale or required by law, which allows data extraction by a machine and which is readable by a human being; 86° machine-readable format: a machine-readable format as defined in Article 2, 9°, of the law of 4 May 2016 on open data and the reuse of public sector information; 87° ESAP Regulation: Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralised access to publicly available information useful for financial services, capital markets and sustainability."

Art. 251. Article 3, § 4, of the same law, inserted by the law of 27 November 2017, is completed by two paragraphs drafted as follows:
"The FSMA transmits this information in a machine-readable data extraction format, with a view to making it accessible on the single access point (ESAP).
The information is accompanied by the following metadata:
i) all names of the investment company or market operator to which the information relates; ii) if available, the legal entity identifier of the investment company or market operator, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for by Article 7, paragraph 4, point c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

Art. 252. Article 16 of the same law, the current text of which will form paragraph 1, is completed by a paragraph 2 drafted as follows:
"§ 2. Any authorization granted is notified to the ESMA. The FSMA transmits this information in a machine-readable data extraction format, with a view to making it accessible on the single access point (ESAP).
The information is accompanied by the following metadata:
i) all names of the portfolio management and investment advice company to which the information relates; ii) if available, the legal entity identifier of the portfolio management and investment advice company, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for by Article 7, paragraph 4, point c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

Art. 253. Article 27 of the same law, last modified by the law of 20 July 2022, is completed by a paragraph 6 drafted as follows:
"§ 6. When the portfolio management and investment advice company or the parent company publishes the information referred to in paragraph 1 and Article 59, § 4, paragraph 3, it communicates them simultaneously to the FSMA. The latter transmits this information to the ESMA, with a view to making it accessible on the single access point (ESAP). The transmission of information to the FSMA is carried out electronically, in a machine-readable data extraction format unless a machine-readable format is legally required, and in accordance with the procedures established by the FSMA and published on its website. The information is accompanied by the following metadata:
i) all names of the portfolio management and investment advice company or the parent company to which the information relates; ii) the legal entity identifier of the portfolio management and investment advice company or the parent company, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the size of the portfolio management and investment advice company or the parent company, according to the category specified in accordance with Article 7, paragraph 4, point d), of the ESAP Regulation; iv) the type of information concerned, according to the classification provided for by Article 7, paragraph 4, point c), of the ESAP Regulation; v) a statement specifying whether the information contains personal data."

Art. 254. Article 44/1 of the same law, inserted by the law of 28 April 2020, is completed by a paragraph 5 drafted as follows:
"§ 5. The portfolio management and investment advice company transmits the information referred to in this article to the FSMA.
The FSMA transmits said information to the ESMA with a view to making it accessible on the single access point (ESAP).
The transmission of information to the FSMA is carried out electronically, in a machine-readable data extraction format unless a machine-readable format is legally required, and in accordance with the procedures established by the FSMA and published on its website.
The information is accompanied by the following metadata:
i) all names of the portfolio management and investment advice company to which the information relates; ii) the legal entity identifier of the portfolio management and investment advice company, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the size of the portfolio management and investment advice company, according to the category specified in accordance with Article 7, paragraph 4, point d), of the ESAP Regulation; iv) the type of information concerned, according to the classification provided for by Article 7, paragraph 4, point c), of the ESAP Regulation; v) a statement specifying whether the information contains personal data."

Art. 255. In Sub-section 5, Section 3, Chapter I, Title 3 of the same law, Article 45/1 is inserted, drafted as follows:
"Art. 45/1. Portfolio management and investment advice companies and parent companies obtain a legal entity identifier."

Art. 256. In Chapter I of Title 6 of the same law, Article 105/1 is inserted, drafted as follows:
"Art. 105/1. When the FSMA makes public a sanction or administrative measure adopted under the provisions of this law transposing Directive 2019/2034 or 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, or information concerning an appeal against said decision, it transmits this information to the ESMA, in a machine-readable data extraction format, with a view to making it accessible on the single access point (ESAP). The information is accompanied by the following metadata:
i) all names of the portfolio management and investment advice company to which the information relates; ii) if available, the legal entity identifier of the portfolio management and investment advice company, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for by Article 7, paragraph 4, point c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

CHAPTER XIII. - Amendments to the Law of 7 December 2016 on the organisation of the profession and public supervision of auditors

Art. 257. Article 3 of the Law of 7 December 2016 on the organisation of the profession and public supervision of auditors is completed by points 40° to 43°, drafted as follows:
"40° ESAP Regulation: Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralised access to publicly available information useful for financial services, capital markets and sustainability; 41° single access point (ESAP): the European Single Access Point established under the ESAP Regulation; 42° machine-readable data extraction format: any open format within the meaning of Article 2, 10°, of the law of 4 May 2016 on open data and the reuse of public sector information, used on a large scale or required by law, which allows data extraction by a machine and which is readable by a human being; 43° machine-readable format: a machine-readable format as defined in Article 2, 9°, of the law of 4 May 2016 on open data and the reuse of public sector information."

Art. 258. Article 49 of the same law, the current text of which will form paragraph 1, is completed by paragraphs 2, 3 and 4 drafted as follows:
"§ 2. For the purpose of making the information referred to in Article 13 of Regulation 537/2014 accessible on the ESAP, the College is designated as a collecting entity within the meaning of Article 2, point 2) of the ESAP Regulation.
§ 3. For the purpose of making the data included in the public register of auditors accessible on the single access point (ESAP), the College transmits the data included in the register and all modifications made to it to the ESMA, in a machine-readable data extraction format.
The information is accompanied by the following metadata:
i) all names of the auditor, the statutory auditor or the audit firm to which the information relates; ii) if available, the legal entity identifier of the auditor or the audit firm, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for by Article 7, paragraph 4, point c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data. § 4. When the College or the FSMA publishes a measure or sanction adopted under, respectively, Article 57, § 1, paragraphs 2 and 3 or Article 59, or information concerning an appeal against said decision, the College transmits this information to the ESMA, in a machine-readable data extraction format, with a view to making it accessible on the single access point (ESAP). The information is accompanied by the following metadata:
i) all names of the auditor, the statutory auditor or the audit firm to which the information relates; ii) if available, the legal entity identifier of the auditor or the audit firm, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for by Article 7, paragraph 4, point c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

CHAPTER XIV. - Amendments to the Law of 21 November 2017 on financial instrument market infrastructures and transposing Directive 2014/65/EU

Art. 259. Article 3 of the Law of 21 November 2017 on financial market infrastructure and transposing Directive 2014/65/EU, last amended by the Law of 25 March 2025, is supplemented by items 62° to 65° drafted as follows:

"62° ESAP Regulation: Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralized access to published information useful for financial services, capital markets, and sustainability; 63° Single Access Point (ESAP): the European Single Access Point established under the ESAP Regulation; 64° data-extractable format: any open format within the meaning of Article 2, 10°, of the Law of 4 May 2016 on open data and the reuse of public sector information, used on a large scale or required by law, which allows for machine data extraction and is human-readable; 65° machine-readable format: a machine-readable format as defined in Article 2, 9°, of the Law of 4 May 2016 on open data and the reuse of public sector information."

Art. 260. Article 19 of the same Law, amended by the Law of 27 June 2021, is supplemented by paragraph 3 drafted as follows:

"§ 3. The FSMA transmits the information referred to in paragraph 2 to the ESMA with a view to making it accessible on the Single Access Point (ESAP).
The transmission of the information referred to in paragraph 2 to the FSMA is carried out electronically, in a data-extractable format unless a machine-readable format is legally required, and in accordance with the procedures established by the FSMA and published on its website.
The information is accompanied by the following metadata:
i) all names of the market operator to which the information relates; ii) the legal entity identifier of the market operator, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the size of the market operator, according to the category specified in accordance with Article 7, paragraph 4, point d), of the ESAP Regulation; iv) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point c), of the ESAP Regulation; v) a statement specifying whether the information contains personal data."

Art. 261. In Sub-section 7, Section I, Chapter I, Title II of the same Law, Article 24/1 is inserted, drafted as follows:

"Art. 24/1. Market operators obtain a legal entity identifier."

Art. 262. Article 26 of the same Law, last amended by the Law of 27 June 2021, is supplemented by paragraph 3 drafted as follows:

"§ 3. When the market operator makes public its decision to suspend or withdraw the trading of a financial instrument and related derivative instruments, it communicates this to the FSMA at the same time. The latter transmits this information to the ESMA, with a view to making it accessible on the Single Access Point (ESAP). The transmission of information to the FSMA is carried out electronically, in a data-extractable format unless a machine-readable format is legally required, and in accordance with the procedures established by the FSMA and published on its website. The information is accompanied by the following metadata:
i) all names of the market operator to which the information relates; ii) if available, the legal entity identifier of the market operator, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

Art. 263. Article 52 of the same Law is supplemented by paragraph 3 drafted as follows:

"§ 3. When the market operator makes public its decision to suspend or withdraw the trading of a financial instrument and related derivative instruments, it communicates them to the FSMA at the same time. The latter transmits this information to the ESMA, with a view to making it accessible on the Single Access Point (ESAP). The transmission of information to the FSMA is carried out electronically, in a data-extractable format unless a machine-readable format is legally required, and in accordance with the procedures established by the FSMA and published on its website. The information is accompanied by the following metadata:
i) all names of the market operator to which the information relates; ii) if available, the legal entity identifier of the market operator, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

Art. 264. In Article 70 of the same Law, last amended by the Law of 11 December 2025, paragraph 1/1 is inserted, drafted as follows:

"§ 1/1. Market operators and investment firms transmit the information referred to in paragraph 1 to the ESMA, in a data-extractable format, unless a machine-readable format is legally required, with a view to making it accessible on the Single Access Point (ESAP).
The information is accompanied by the following metadata:
i) all names of the market operator or market company to which the information relates; ii) if available, the legal entity identifier of the market operator or market company, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

Art. 265. In Title V, Chapter III of the same Law, Article 88/1 is inserted, drafted as follows:

"Art. 88/1. When the FSMA makes public a sanction or administrative measure adopted under the provisions of this Chapter transposing Directive 2014/65/EU or Regulation 600/2014, or information concerning an appeal against such decision, it transmits this information to the ESMA, in a data-extractable format, with a view to making it accessible on the Single Access Point (ESAP). The information is accompanied by the following metadata:
i) all names of the investment company or market operator to which the information relates; ii) if available, the legal entity identifier of the investment company or market operator, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

CHAPTER XV. - Amendments to the Law of 11 March 2018 on the status and supervision of payment institutions and electronic money institutions, on access to the activity of payment service providers, and on the activity of electronic money issuance, and on access to payment systems

Art. 266. In Article 5, § 1, 1° of the Law of 11 March 2018 on the status and supervision of payment institutions and electronic money institutions, on access to the activity of payment service providers, and on the activity of electronic money issuance, and on access to payment systems, replaced by the Law of 20 July 2022, the words "Article 333" are replaced by the words "Article 334".

Art. 267. In Article 103, § 3, first paragraph, of the same Law, the words "communicated or" are inserted between the words "cannot be" and the words "disclosed by payment institutions".

Art. 268. In Article 110/1 of the same Law, inserted by the Law of 2 May 2019, the third paragraph is repealed.

Art. 269. Article 113 of the same Law, amended by the Law of 15 April 2018, is replaced by the following:

"Art. 113. The appointment of approved auditors and alternate approved auditors at payment institutions is subject to the prior agreement of the Bank. This agreement must be obtained by the corporate body making the appointment proposal, at least two months before the scheduled date of the proposal to the body competent for their nomination and, where applicable, to the works council. In the case of the appointment of an approved audit firm, the agreement covers both the firm and its representative. The Bank must rule within two months of receiving a complete file. It may refuse its agreement only on grounds relating to the candidate's availability, taking into account all their audit mandates, the size and organization of their firm, their knowledge, professional experience, and skills, including their ability to exercise critical judgment and form a professional opinion, considering the size of the payment institution within which they would be appointed, the nature and complexity of its activities, as well as the candidate's independence from that institution. If the Bank does not rule within the aforementioned period, the agreement is deemed granted. The same agreement is required for the renewal of the mandate. When, by virtue of the law, the appointment of the auditor is made by the President of the Enterprise Court or the Court of Appeal, that jurisdiction makes its choice from a list of approved auditors established by the Bank."

Art. 270. Article 113 of the same Law, the current text of which will form paragraph 1, is supplemented by paragraph 2 drafted as follows:

"§ 2. In the event of the removal or revocation of the authorization of a payment institution under the provisions of this Law, the latter remains qualified as a payment institution for the purposes of applying specific legislation or regulatory acts providing a specific regime applicable to this type of institution, and this as long as it remains subject to this Law."

Art. 271. In Article 152, first paragraph, of the same Law, the words "of the payment institution," are inserted between the words "Any information regarding an offense under this Law or one of the legislations referred to in Article 20 of the Banking Law against" and the words "of members of the legal administrative body".

Art. 272. In Article 163, 1° of the same Law, amended by the Law of 20 July 2022, the words "Article 333" are replaced by the words "Article 334".

Art. 273. In Article 208, § 3, first paragraph, of the same Law, the words "communicated or" are inserted between the words "cannot be" and the words "disclosed by electronic money institutions".

Art. 274. Article 217 of the same Law, the current text of which will form paragraph 1, is supplemented by paragraph 2 drafted as follows:

"§ 2. In the event of the removal or revocation of the authorization of an electronic money institution under the provisions of this Law, the latter remains qualified as an electronic money institution for the purposes of applying specific legislation or regulatory acts providing a specific regime applicable to this type of institution, and this as long as it remains subject to this Law."

Art. 275. In Article 234 of the same Law, the words "of the electronic money institution," are inserted between the words "Any information regarding an offense under this Law or one of the legislations referred to in Article 20 of the Banking Law against" and the words "of members of the legal administrative body".

CHAPTER XVI. - Amendments to the Law of 11 July 2018 on public offers of investment instruments and admissions of investment instruments for trading on regulated markets

Art. 276. In Book V/1 of the Law of 11 July 2018 on public offers of investment instruments and admissions of investment instruments for trading on regulated markets, inserted by the Law of 25 March 2025, Article 34/5 is inserted, drafted as follows:

"Art. 34/5. For the purpose of making publications of information regarding pre-issuance referred to in Article 20 of Regulation 2023/2631 and periodic publications of information regarding post-issuance referred to in Article 21 of the said Regulation accessible on the ESAP, the FSMA is designated as a data collection body within the meaning of Article 2, point 2), of Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralized access to published information useful for financial services, capital markets, and sustainability."

CHAPTER XVII. - Amendments to the Law of 20 July 2022 on the status and supervision of stock exchange companies

Art. 277. The following amendments are made to Article 2 of the Law of 20 July 2022 on the status and supervision of stock exchange companies:
1° the words "Article 1, § 3, first paragraph, 2°, b)" are replaced by the words "Article 1, § 3, first paragraph, 2°, b), and 3"; 2° a second paragraph is inserted, drafted as follows:
"By exception to paragraph 1, investment companies of Belgian or foreign law that meet the conditions of Article 1, § 3, first paragraph, 2°, b), and 3 of the Law of 25 April 2014 and have obtained an exemption from the obligation to obtain authorization as a credit institution under Article 14/1, paragraph 2 of the same Law or under the legislation of another Member State taken for the transposition of Article 8bis, paragraph 3bis of Directive 2013/36/EU, are further defined as stock exchange companies."

Art. 278. The following amendments are made to Article 3 of the same Law, last amended by the Law of 11 December 2025:
1° item 23°/3 is inserted, drafted as follows:
"23°/3 Regulation 2023/2859: Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralized access to published information useful for financial services, capital markets, and sustainability;"; 2° item 38°/1 is inserted, drafted as follows:
"38°/1 an authority responsible for the supervision of the fight against money laundering and terrorist financing: an authority that exercises one or more supervisory powers over entities subject to Article 2, paragraph 1, points 1) and 2), of Directive 2015/849/EU for the purpose of complying with the Law of 18 September 2017 or the legislation of another Member State taken for the transposition of the said Directive;"; 3° in item 63°, the words "of branches established in the EEA by" are replaced by the words "of branches established by"; 4° in item 64°, the following amendments are made:
a) in the introductory sentence of the first paragraph, the word "in particular" is inserted between the words "that meet" and the words "the criteria"; b) in the first paragraph, c), the words "Article 19, 2°, of the Law of 20 September 1948 on the organization of the economy" are replaced by the words "Article 4, 4°, of the Law of 4 December 2007 on social elections"; 5° items 64°/1, 64°/2, and 64°/3 are inserted, drafted as follows:
"64°/1 key function holders: persons who exercise significant influence over the management of a stock exchange company but are not members of the legal administrative body, including heads of independent control functions and the financial director when these heads or this director are not members of the legal administrative body; 64°/2 heads of independent control functions: persons at the highest hierarchical level responsible for the effective management of the daily exercise of the independent control functions referred to in Articles 31 to 36; 64°/3 financial director: the person with overall responsibility for the management of financial resources, financial planning, and financial information of a stock exchange company;"; 6° item 67° is replaced by the following:
"67° strategic decision:

a decision taken by a stock exchange company or an entity under its control, provided that such a decision, taken individually or considered together with one or more other decisions, is of considerable importance and likely to have a global impact on different functions or on the financial situation of the stock exchange company, such as, in particular, any investment, divestment, participation, cooperation relationship, or strategic reorganization of the stock exchange company, or to the extent that it leads to the admission for trading on a trading platform of securities issued by the stock exchange company or an entity under its control. The Bank, by means of regulations adopted under Article 12bis, § 2, of the Law of 22 February 1998, may specify which decisions are to be considered strategic within the meaning of this provision, taking into account in particular the risk profile and the nature of the activities of stock exchange companies, or, where applicable, the group to which they belong;
any decision taken by a shareholder exercising control over the stock exchange company and producing similar effects in the stock exchange company as those referred to in 1);";
7° item 70° is replaced by the following:
"70° participation, a participation within the meaning of Article 1:22 of the Code of Companies and Associations, it being understood that this notion also includes the situations referred to in said Article 1:22 with associations when the legal nature of the association permits;"; 8° items 70°/1, 70°/2, 70°/3, 70°/4, 70°/5, and 70°/6 are inserted, drafted as follows:
"70°/1 participation link: a participation link within the meaning of Article 1:23 of the Code of Companies and Associations, it being understood that this notion also includes the situations referred to in said Article 1:23 with associations when the legal nature of the association permits; 70°/2 control: the link existing between a parent company and a subsidiary, as referred to in Article 1:14 of the Code of Companies and Associations, it being understood that this notion also includes the situations referred to in said Article 1:14 with associations when the legal nature of the association permits, or a relationship of the same nature between any natural or legal person and an enterprise; 70°/3 parent company: an enterprise that meets the conditions of a parent company as defined in Article 1:15, 1° of the Code of Companies and Associations, it being understood that this notion also includes the situations referred to in said Article 1:15, 1°, with associations when the legal nature of the association permits; 70°/4 subsidiary: an enterprise that meets the conditions of a subsidiary company as defined in Article 1:15, 2°, of the Code of Companies and Associations, it being understood that this notion also includes the situations referred to in said Article 1:15, 2°, with associations when the legal nature of the association permits; any subsidiary of a subsidiary is also considered a subsidiary of the parent company at the head of these enterprises; 70°/5 consortium: a consortium within the meaning of Article 1:19 of the Code of Companies and Associations, it being understood that this notion also includes the situations referred to in said Article 1:19 with associations when the legal nature of the association permits; 70°/6 affiliated enterprise: an enterprise that meets the conditions of an affiliated company as defined in Article 1:20, 1°, of the Code of Companies and Associations, it being understood that this notion also includes the situations referred to in said Article 1:20, 1°, with associations when the legal nature of the association permits;"; 9° in item 72°, the words "the direct or indirect holding of at least 10 p.c. of the capital of a company or of the voting rights attached to the securities issued by that company, or any other possibility of exercising significant influence over the management of the company in which a participation is held" are replaced by the words "the direct or indirect holding of a participation in an enterprise that represents at least 10 p.c. of the capital or voting rights, or that allows exercising significant influence over the management of that enterprise"; 10° item 101°/1 is inserted, drafted as follows:
"101°/1 central counterparty: a central counterparty within the meaning of Article 2, point 1), of Regulation No. 648/2012, hereinafter also referred to as 'CCP';".

Art. 279. Article 7 of the same Law, the current text of which will form paragraph 1, is supplemented by paragraph 2 drafted as follows:

"§ 2. For the purpose of evaluating the criterion set out in Article 14, second paragraph, e), the Bank consults, before ruling on the authorization application, the authorities responsible for the supervision of the fight against money laundering and terrorist financing."

Art. 280. Article 14 of the same law is supplemented by a subparagraph, drafted as follows:
"In this regard, the Bank may consider that the criterion referred to in subparagraph 2, e) is not met when the shareholder is located in a third country listed as a third country with strategic deficiencies in its anti-money laundering and counter-terrorist financing regimes, in accordance with Article 9 of Directive 2015/849/EU, or in a third country subject to restrictive measures of the Union, and the Bank considers that this affects the shareholder's ability to implement the practices and processes required to comply with the requirements of the anti-money laundering and counter-terrorist financing framework."

Art. 281. In Article 15, § 1 of the same law, last amended by the law of 20 December 2023, the following modifications are made:
1° the subparagraph 2 is supplemented by the following sentences:
"The absence of a criminal conviction or ongoing criminal proceedings for a criminal offence is not in itself sufficient to satisfy the requirement of honourability, honesty, and integrity. For the purposes of examining compliance with the requirements provided for in this article, the information supplied to the Bank respects the regulatory technical standards adopted by the European Commission."; 2° the subparagraph 3 is supplemented by the following sentences:
"For the purposes of compliance with this subparagraph, the Bank may request the authorities responsible for supervising anti-money laundering and counter-terrorist financing to consult, as part of its checks and based on its risk assessment, relevant information concerning the persons referred to in paragraph 1, subparagraph 1. The Bank may also request access to the central AML/CFT database referred to in Regulation (EU) 2024/1620 of the European Parliament and of the Council of 31 May 2024 establishing the Anti-Money Laundering and Counter-Terrorist Financing Authority and amending Regulations (EU) No 1093/2010, (EU) No 1094/2010 and (EU) No 1095/2010."

Art. 282. In Article 17, § 1, 3°, of the same law, last amended by the law of 25 March 2025, the words "whose concentration risk arising from exposures to central counterparties, taking into account the conditions set out in Article 7bis of Regulation No 648/2012, and" are inserted between the words "the risks to which the company may be exposed," and the words "including the prevention of conflicts of interest".

Art. 283. Article 20, § 1, of the same law is supplemented by a subparagraph, drafted as follows:
"Furthermore, the statutory administrative body includes an adequate number of independent directors, taking into account the size and risk profile of the securities company and the requirements provided for in Article 24."

Art. 284. In Article 22, subparagraph 2, of the same law, point 2 is repealed.

Art. 285. In Article 22/1 of the same law, inserted by the law of 20 December 2023, the following modifications are made:
1° the words "principal risks" are replaced by the words "related risks"; 2° the provision is supplemented by the words: "and the impacts that the activity generates in the short, medium, and long term, taking into account environmental, social, and governance (ESG) factors."; 3° the provision is supplemented by the following sentence:
"To this end, the overall composition of these bodies is sufficiently diversified to reflect a sufficiently wide range of qualities, skills, and experiences, and the securities company promotes, in a proportionate manner and in accordance with the diversity policy referred to in Article 29, § 2, subparagraph 1, 1°, subparagraph 2, diversity and gender balance within said bodies."

Art. 286. In Book II, Title I, Chapter II, Section VI, Sub-section II, of the same law, Article 22/2 is inserted, drafted as follows:
"Art. 22/2. Without prejudice to the overall collective responsibility of the statutory administrative body, securities companies establish, maintain, and update individual records specifying the roles and functions of all persons participating in effective management, including, where applicable, members of the management committee, and key function holders, as well as a function map, including detailed information on the hierarchical structure, the sharing of responsibilities, and the persons who are part of the governance framework referred to in Article 17, § 1, as well as their functions. Without prejudice to Article 61, § 3, these individual function records and the function map are made available to the Bank at all times and are otherwise communicated in a timely manner upon request."

Art. 287. In Article 24 of the same law, paragraph 3 is replaced by the following:
"§ 3. The committees referred to in this article are exclusively composed of members of the statutory administrative body who are not executive members within the meaning of Article 3, 62°, and of whom at least one member is independent within the meaning of Article 3, 64°.
Each of the committees referred to in this article must have at least three members, and a member may not sit on more than three of the aforementioned committees. The chairman of the risk committee may not be the chairman of the statutory administrative body or of another committee."

Art. 288. In Article 27, § 2, of the same law, subparagraph 1 is supplemented by the following sentence:
"The statutory administrative body exercises overall responsibility for the securities company's risk strategies and policies."

Art. 289. In Article 29, § 2, subparagraph 1, 1°, of the same law, the following modifications are made:
1° a subparagraph drafted as follows is inserted between subparagraphs 1 and 2:
"For the purposes of compliance with Article 22/1, the nomination committee draws on a wide range of qualities and skills when recruiting members and promotes, in a proportionate manner, diversity and gender balance within the statutory administrative body. To this end, the securities company implements policies promoting diversity within the statutory administrative body and persons participating in effective management, where applicable the management committee."; 2° in subparagraph 2, becoming subparagraph 3, the words "In particular," are inserted at the beginning of the sentence.

Art. 290. Article 31 of the same law is replaced by the following:
"Art. 31. § 1. Securities companies take the necessary measures to permanently have the following adequate independent control functions:
a) compliance; b) risk management; c) internal audit.
The independent control functions ensure that all significant risks are correctly identified, measured, and reported. They provide an overview of all risks to which the company is exposed.
§ 2. The independent control functions are independent of the operational functions and have sufficient authority, status, and resources, as well as direct access to the statutory administrative body.
The heads of the independent control functions are, in the exercise of their function, functionally independent of the persons participating in effective management. They report directly, according to the modalities specified by this law, to the statutory administrative body. Except in the cases and under the conditions referred to in Article 37/1, the responsibility for the risk management function, the compliance function, and the internal audit function is assumed separately. The staff members exercising independent control functions are independent of the operational units of the securities company they supervise and have the necessary prerogatives for the proper performance of their functions. The remuneration of these persons is determined based on the achievement of objectives related to their functions, independently of the performance of the controlled business areas. § 3. In its assessment of the adequacy of the functions referred to in paragraph 1, the Bank takes into account the provisions of Article 17, § 4."

Art. 291. In Article 32 of the same law, the following modifications are made:
1° paragraph 1, subparagraph 1, is supplemented by the following sentence:
"The compliance function evaluates and seeks to mitigate, inter alia, compliance risk and ensures that the securities company's risk strategy takes compliance risk into account and that compliance risk is duly taken into account in all significant risk management decisions."; 2° in paragraph 2, subparagraph 1 is repealed.

Art. 292. Article 33 of the same law is replaced by the following:
"§ 1. The risk management function actively participates in the development of the securities company's risk strategy and in all its significant risk management decisions and monitors the effective implementation of the risk strategy.
§ 2. The head of the risk management function is a person participating in effective management, where applicable a member of the management committee, for whom this is the only specific function for which they are individually responsible.
The Bank may, by way of derogation from subparagraph 1 and without prejudice to Article 31, § 2, subparagraph 2, authorize that a staff member of the company who is part of senior management assume the risk management function provided that there is no conflict of interest on their part.
§ 3. Notwithstanding paragraph 2 and without prejudice to Articles 17 and 33/1, the head of the compliance function may be organizationally attached, on a purely organizational basis, to the areas of responsibility assigned to the head of the risk management function, provided that the latter does not assume responsibility for the compliance function and provided that the exercise of the two functions concerned remains ensured separately."

Art. 293. In Book II, Title I, Chapter II, Section VI, Sub-section IV, of the same law, Article 33/1 is inserted, drafted as follows:
"Art. 33/1. By way of derogation from Article 33, § 2, subparagraph 1, and without prejudice to Article 31, § 2, subparagraph 2, the Bank may authorize that the same person who participates in effective management, where applicable a member of the management committee, or a staff member of the securities company who is part of senior management, assume the responsibilities related to both the compliance function and the risk management function, provided that there is no conflict of interest on their part and that this head of risk management and compliance functions:
1° meets the fitness criteria and the requirements regarding knowledge, qualifications, and experience necessary for the different areas concerned; and 2° has sufficient time to correctly perform both control functions."

Art. 294. Article 34 of the same law is replaced by the following:
"Art. 34. The compliance function and the risk management function report directly and regularly to the statutory administrative body and issue recommendations to it, where applicable via the risk committee, and at least once a year.
They may in particular bring concerns to its attention and warn it, where applicable, or in the event of risk developments affecting or likely to affect the company, including potentially harming its reputation, without prejudice to the responsibilities incumbent on the statutory administrative body under this law and Regulation 2019/2033. Furthermore, when the securities company has established a risk committee, the heads of the compliance and risk management functions attend, without participating in decision-making, the meetings of this committee for points inherent to the company's risk strategy."

Art. 295. In Article 35 of the same law, the following modifications are made:
1° paragraph 2 is supplemented by the following sentence:
"The internal audit function carries out, inter alia, an independent review of the effective implementation of the company's risk strategy."; 2° paragraph 3 is replaced by the following:
"§ 3. The internal audit function reports directly and regularly to the statutory administrative body and issues recommendations to it, where applicable via the audit committee, with information of the persons participating in effective management, where applicable the members of the management committee, and at least once a year. It may in particular bring its concerns to its attention and warn it, where applicable, or in the event of risk developments affecting or likely to affect the company, including potentially harming its reputation, without prejudice to the responsibilities of the statutory administrative body under this law and Regulation 2019/2033. Furthermore, when the securities company has established an audit committee, the head of the internal audit function attends, without participating in decision-making, the meetings of this committee for points inherent to the company's risk strategy."; 3° the article is supplemented by paragraph 4 drafted as follows:
"§ 4. The internal audit function is not associated with any other line of activity or control function of the company."

Art. 296. In Article 46 of the same law, subparagraph 6 is replaced by the following:
"Without prejudice to subparagraphs 4 and 5, when the envisaged modifications in the capital structure lead to the simultaneous introduction of a request for approval or exemption from approval of a financial company or a mixed financial company in accordance with respectively Article 212/3 or Article 212/2 of the law of 25 April 2014 or the legislation adopted for the transposition of Article 21bis, paragraph 3 or 4, of Directive 2013/36/EU into the law of the Member State to which the financial company or mixed financial company belongs, the evaluation period referred to in subparagraph 2 is suspended until the end of the approval or exemption procedure referred to in said articles."

Art. 297. Article 48 of the same law is supplemented by a subparagraph drafted as follows:
"For the purposes of assessing the criterion set out in Article 14, subparagraph 2, e), the Bank consults the authorities referred to in Article 7, § 2. An adverse opinion from these authorities, received within thirty working days from the initial request, is duly taken into consideration in the assessment and may constitute a reasonable ground for opposition."

Art. 298. In Article 54, subparagraph 1, introductory sentence, of the same law, the words ", in particular if that person contributed to or was responsible for an infringement of the provisions referred to in Article 238, § 1" are inserted between the words "sound and prudent" and the words ", and without prejudice".

Art. 299. In Book II, Title II, Chapter III, Section II of the same law, the heading of Sub-section III is replaced by the following: "Sub-section III. Internal assessment of fitness, training, appointments, resignations, and exercise of external functions".

Art. 300. In Book II, Title II, Chapter III, Section II, Sub-section III, of the same law, Article 60/1 is inserted, drafted as follows:
"Art. 60/1. § 1. It is primarily the responsibility of the securities company to ensure permanent compliance with the requirements provided for in Articles 15, 16, 22/1, and 63.
To this end, the fitness of the persons referred to in Article 15 is assessed before they take up their functions and then regularly, taking into account the supervisory requirements and expectations established by or under this law, by the standards and guidelines adopted by the European Supervisory Authorities, in particular by the European Securities and Markets Authority and the European Banking Authority, and the internal fitness policies. § 2. In particular, the securities company carries out a reassessment of compliance with the requirements provided for in Article 15 in the event of the occurrence of facts or elements referred to in Article 61, § 4, subparagraph 1. § 3. If, under paragraph 1, the securities company concludes that a person referred to in Article 15, whether a candidate for the function or currently in the function, does not meet or no longer meets the requirements provided for in Articles 15, 16, 22/1, and 63, it:
1° ensures that the candidate concerned does not take up the envisaged function; 2° dismisses or terminates the contract of the person concerned, as soon as possible; or 3° takes, in a timely manner, to the extent possible, the additional necessary measures to ensure that the person concerned is fit to perform the functions incumbent upon them."

Art. 301. In Book II, Title II, Chapter III, Section II, Sub-section III, of the same law, Article 60/2 is inserted, drafted as follows:
"Art. 60/2. The securities company dedicates adequate human and financial resources to the induction and training of members of the statutory administrative body and persons participating in effective management, where applicable, the members of the management committee, including regarding environmental, social, and governance (ESG) risks and impacts and IT risk, as defined in Article 4, paragraph 1, point 52quater), of Regulation No 575/2013."

Art. 302. In Article 61 of the same law, amended by the law of 20 December 2023, the following modifications are made:
1° in paragraph 1, the following modifications are made:
a) in subparagraph 1, the words ", according to the modalities it determines," are inserted between the words "the Bank beforehand" and the words "of the nomination proposal"; b) in subparagraph 2, third dash, the words "under Article 29, § 2, 1°, in particular regarding the representation of persons of different sexes" are replaced by the words "under Article 29, § 2, in particular regarding diversity and the representation of persons of different sexes"; c) subparagraph 2 is supplemented by the following:
"- the requirements provided for in Article 63 are respected by the persons whose nomination is proposed."; 2° in paragraph 2, subparagraph 1 is replaced by the following:
"The appointment of the persons referred to in paragraph 1 is subject to the prior approval of the Bank. The Bank duly considers communicating the expected timeframe for rendering its decision. This maximum timeframe may be extended, where applicable. The Bank's approval is given only if the nomination in question ensures compliance with Articles 15 and 63 by the person concerned and with Article 22/1 by the securities company. The approval also takes into account compliance with the policy and objective established by the nomination committee, under Article 29, § 2, in particular regarding diversity and the representation of persons of different sexes."; 3° in paragraph 4, the following modifications are made:
a) subparagraph 1 is supplemented by the following sentence:
"In this case, the securities company carries out a reassessment in accordance with Article 60/1, § 2."; b) in subparagraph 2, the words "may carry out" are replaced by the word "carries out"; c) subparagraph 2 is supplemented by the following sentence: "For the purposes of controlling permanent compliance with Article 15, § 1, subparagraph 2, the Bank makes use of the information referred to in Article 15, § 1, subparagraph 3."

Art. 303. In Article 63 of the same law, the following modifications are made:
1° in paragraph 2, the following modifications are made:
a) the words "or even an association" are replaced by the words "or even an association or a foundation"; b) the paragraph is supplemented by the following sentence: "The number of directorships or management functions that may be exercised under this article takes into account the particular situation as well as the nature, scale, and complexity of the securities company's activities."; 2° in paragraph 5, subparagraph 2, the words "and where the mandate is exercised within organizations that do not pursue primarily commercial objectives" are inserted between the words "except in the case where the mandate within the securities company is exercised on behalf of a Member State" and the words ", in the following number of mandates:"; 3° in paragraph 6, subparagraph 2 is supplemented by the words "and where the mandate is exercised within organizations that do not pursue primarily commercial objectives"; 4° in paragraph 7, the second sentence is repealed; 5° paragraph 9, subparagraph 2, is supplemented by the words "or even a set of entities that are members of the same institutional protection scheme, provided that the conditions set out in Article 113, paragraph 7, of Regulation No 575/2013 are met, or of entities in which the same institutional protection scheme holds a qualifying participation".

Art. 304. In Article 66, § 1, of the same law, the following amendments are made:

1° the first paragraph is supplemented by a 3° drafted as follows:
"3° the significant causes and effects of concentration risks arising from exposures to central counterparties, and any significant impact on own funds.";

2° a paragraph drafted as follows is inserted between paragraphs 2 and 3:
"For the purposes of paragraph 1, 3°, the statutory governing body shall put in place specific plans and quantifiable objectives, respecting the requirements set out in Article 7bis of Regulation No 648/2012, to monitor and address concentration risk arising from exposures vis-à-vis central counterparties that provide services of substantial systemic importance for the Union or for one or more of its Member States."

Art. 305. In Article 86, § 1, of the same law, the first paragraph is supplemented by the following sentence:
"The Bank may, in particular, require stockbroking companies to publish, more than once a year, the information referred to in Article 46 of Regulation 2019/2033, set the deadlines for such publication, and use, for publications other than financial statements, specific media and locations, in particular their websites."

Art. 306. In Book II, Title II, Chapter III, Section VIII, of the same law, Article 89/1 is inserted, drafted as follows:
"Art. 89/1. Without prejudice to Articles 88 and 89, stockbroking companies that do not meet the criteria provided for in Article 23, § 1, shall carry out the publication referred to in Article 52 of Regulation 2019/2033."

Art. 307. In Article 95, first paragraph, of the same law, the following amendments are made:

1° in the introductory phrase, the words "Subject to prior authorization from the Bank:" are replaced by the words "With the exception of decisions for which prior authorization from the Bank is already required under the provisions of this law, its implementing decrees and regulations, and Regulation 2019/2033 or Regulation No 575/2013, or by a competent authority of another Member State under legislation transposing Directive 2019/2034 in that Member State or under Regulation 2019/2033 or Regulation No 575/2013, the following are subject to prior authorization from the Bank:";

2° in 3° and 4°, in the French text, the word "financial" is replaced in each instance by the words "active in the financial sector,".

Art. 308. In Article 96, paragraph 3, of the same law, the words "credit institution" are replaced in each instance by the words "stockbroking company".

Art. 309. In Article 98, paragraph 3, of the same law, the words "Articles 61 and 62" are replaced by the words "Articles 60/1 to 62".

Art. 310. In Article 101 of the same law, the following amendments are made:

1° paragraph 2 is replaced by the following:
"The provisions of Article 98, paragraph 3, first sentence, 4 and 5, shall apply.";

2° in paragraph 3, the second sentence is replaced by the following:
"Article 99, paragraph 2, shall apply."

Art. 311. In Article 120 of the same law, paragraph 1 is supplemented by the following sentence:
"Within the same limits, the Bank monitors the activities of investment holding companies and mixed financial companies, to ensure that they comply with the requirements of Chapter IV of this Title, the implementing decrees and regulations adopted pursuant thereto, and Regulation (EU) 2019/2033."

Art. 312. In Book II, Title III, Chapter I, of the same law, Article 120/1 is inserted, drafted as follows:
"Art. 120/1. In the course of its mission, the Bank may set requirements as conditions for a decision, including the granting of an authorization, approval, or exemption, taken under:
a) this law or the implementing decrees or regulations; b) Regulation 2019/2033, Regulation No 575/2013, Regulation No 600/2014, Regulation 2017/565, Title II of Regulation No 648/2012, or Regulation 2022/2554; c) Articles 5 to 9 and 18 to 27 of Regulation 2017/2402 or Articles 4 and 15 of Regulation 2015/2365; d) delegated acts adopted under the provisions referred to in b) or c) or under European directives transposed by this law; e) implementing acts adopted under the provisions referred to in b) or c), under European directives transposed by this law, or under delegated acts referred to in d)."

Art. 313. In Article 125, first paragraph, of the same law, the words "communicated or" are inserted between the words "may not be" and the words "disclosed stockbroking companies".

Art. 314. In Book II, Title III, Chapter I, of the same law, Article 125/1 is inserted, drafted as follows:
"Art. 125/1. § 1. When they publish the information referred to in Articles 86, § 1, paragraph 2, 88, §§ 2 and 3, 163, § 3, and 192 to the extent that it makes Article 194, § 4, paragraph 2, 2°, of the Law of 25 April 2014 applicable to the stockbroking companies referred to therein, stockbroking companies shall communicate this information simultaneously to the Bank acting as a collecting body within the meaning of Article 2, point 2), of Regulation 2023/2859. The information shall be communicated in a machine-readable format for data extraction within the meaning of Article 2, point 3), of Regulation 2023/2859, or, where Union law requires, in a machine-readable format within the meaning of Article 2, point 4), of that Regulation, and shall be accompanied by the following metadata:
1° all names of the stockbroking company to which the information relates; 2° the legal entity identifier of the stockbroking company, specified in accordance with Article 7, paragraph 4, point b), of Regulation 2023/2859; 3° the size of the stockbroking company, according to the category specified in accordance with Article 7, paragraph 4, point d), of Regulation 2023/2859; 4° the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point c), of Regulation 2023/2859; 5° a statement specifying whether the information contains personal data. For the purposes of this paragraph, stockbroking companies obtain a legal entity identifier as referred to in paragraph 2, 2°. The Bank shall communicate the relevant information to the European Single Access Point (ESAP) established under Regulation 2023/2859. § 2. Acting as a collecting body within the meaning of Article 2, point 2), of Regulation 2023/2859, the Bank shall communicate to the European Single Access Point (ESAP) established under that Regulation, the information published under Articles 204, § 5, 208, and 236, § 6. The Bank shall communicate this information in a machine-readable format for data extraction within the meaning of Article 2, point 3), of Regulation 2023/2859, accompanied by the metadata referred to in paragraph 1, paragraph 2, 1°, 4°, and 5°, and, if available, 2°. § 3. The Bank shall also act as a collecting body within the meaning of Article 2, point 2), of Regulation 2023/2859 for the voluntary communication of information referred to in Article 3 of that Regulation by stockbroking companies, where such information concerns these companies and falls within the Bank's supervisory competence."

Art. 315. Article 133, § 1, of the same law is supplemented by a paragraph, drafted as follows:
"For the purposes of paragraph 1, 1°, the Bank shall assess and monitor the evolution of stockbroking companies' practices regarding the management of their concentration risks arising from exposures to central counterparties, including plans developed in accordance with Article 66, § 1, paragraph 3, as well as progress made in adapting their business model to the requirements set out in Article 7bis of Regulation No 648/2012."

Art. 316. In Book II, Title III, Chapter IV, Section III, Sub-section II, of the same law, Article 166/1 is inserted, drafted as follows:
"Art. 166/1. When an emergency situation within the meaning of Article 36/14, § 1, 1°, paragraph 2, of the Law of 22 February 1998 occurs in one of the Member States in which entities of an investment group have been authorized, the Bank, if designated as the group supervisor under Article 165, shall alert the European Banking Authority, the EBA, and any relevant competent authority as soon as possible, and communicate to them all information essential for the performance of their tasks."

Art. 317. In Article 171, § 2, of the same law, the first paragraph is supplemented by the following sentence:
"For the purposes of this Article, it must have access in its direct or indirect contacts with mixed companies, their subsidiaries, as well as any person falling within these entities and third parties to whom these entities have outsourced functions or operational activities, to any information useful for the exercise of its supervision."

Art. 318. In Article 182, first paragraph, of the same law, last amended by the Law of 25 March 2025, the words "22, 45 to 54, 60 to 62, 63, §§ 1 to 4, § 5, first paragraph, and §§ 6 to 9, 64, 78, 95, 202, § 1, and 204, § 1, 1° to 5°, and § 8/1" are replaced by the words "22, 22/1, 54, 60 to 64, 78, 95, 96, 202, § 1, and 204, § 1, first paragraph, 1° to 5°, and § 8/1".

Art. 319. In Article 183, § 1, of the same law, the first paragraph is replaced by the following:
"Without prejudice to the periodic reporting applicable, the Bank must have access, in its direct or indirect contacts with stockbroking companies, investment holding companies, financial companies, mixed financial companies, mixed companies, their subsidiaries, and all other companies included in the consolidated scope or included in the group capitalization test, as well as any person falling within these entities and third parties to whom these entities have outsourced functions or operational activities, to any information useful for the exercise, as the case may be, of its consolidated supervision or of the compliance with the group capitalization test."

Art. 320. In Article 184 of the same law, paragraph 2/1 is inserted, drafted as follows:
"§ 2/1. If the Bank itself is seized of a request from a competent authority of another Member State to verify information concerning companies referred to in paragraph 1, it shall carry out one of the following actions:
1° it carries out the requested verification itself; 2° it allows the competent authority originating the request to carry out the verification; or 3° it requests the auditor or an expert to carry out the verification and to communicate the results promptly.
For the purposes of paragraph 1, 1° and 3°, the competent authority originating the request is authorized to participate in the verification."

Art. 321. In Article 193 of the same law, amended by the Law of 20 December 2023, the words "to large stockbroking companies" are replaced by the words "to investment groups comprising at least one investment company qualifying as a large stockbroking company".

Art. 322. Article 196 of the same law is replaced by the following:
"Art. 196. The designation of approved auditors and approved alternate auditors at stockbroking companies is subject to the prior agreement of the Bank. This agreement must be obtained by the corporate body making the proposal for designation, at least two months before the scheduled date of the proposal for designation to the body competent for their appointment and, where applicable, to the works council. In the case of the designation of an approved audit firm, the agreement covers jointly the firm and its representative. The Bank must rule within two months of receiving a complete file. It may refuse its agreement only on grounds relating to the candidate's availability, taking into account all of their audit mandates, the size and organization of their firm, their knowledge, their professional experience and skills, including their ability to exercise critical judgment and form a professional opinion, taking into consideration the size of the stockbroking company within which they would be designated, the nature and complexity of their activities, as well as the independence of the candidate from that stockbroking company. If the Bank does not rule within the aforementioned period, the agreement is deemed granted. The same agreement is required for the renewal of the mandate. When, under the law, the appointment of the auditor is made by the President of the Enterprise Court or the Court of Appeal, that court makes its choice from a list of approved auditors established by the Bank."

Art. 323. In Article 202 of the same law, amended by the Law of 25 March 2025, the following amendments are made:

1° paragraph 1 is supplemented by a paragraph drafted as follows:
"Furthermore, the Bank may require the stockbroking company to establish, within the deadlines set and at the latest within a period of one year, a compliance plan with the requirements provided for by or under the provisions referred to in paragraph 1, and to set a deadline for the implementation of this plan. The Bank may require improvements to said plan, particularly regarding its scope and the deadline provided.";

2° in paragraph 2, first paragraph, 1° is supplemented by the words "or require it to adapt the required own funds and liquid assets in the event of a significant change in its activities";

3° in paragraph 2, first paragraph, 1°/1 is inserted, drafted as follows:
"1°/1 impose both an enhancement of the organizational measures implemented and an adaptation of the policy concerning the stockbroking company's own funds and liquidity needs in accordance with the provisions of this law.";

4° in paragraph 2, first paragraph, 8° is supplemented by the words ", and in particular require that the stockbroking company reduce its exposures to a central counterparty or realign its exposures between its clearing accounts in accordance with Article 7bis of Regulation No 648/2012, particularly in the event of excessive concentration risk arising from exposures to that counterparty";

5° in paragraph 2, second paragraph, the words "and 10°" are replaced by the words ", 10°, 11°/1, 11°/2 and 11°/3".

Art. 324. In Article 204 of the same law, amended by the Law of 20 December 2023, the following amendments are made:

1° in paragraph 1, first paragraph, 2°, first paragraph, the words "or persons responsible for independent control functions" are inserted in each instance between the words "of the management committee," and the words "of my stockbroking company";

2° in paragraph 6, the words "first paragraph," are inserted between the words "paragraph 1," and the words "1°, 2°, 4° and 7°";

3° in paragraph 7, the words "first paragraph," are inserted between the words "paragraph 1," and the words "2°, 3°, 4° and 7°";

4° in paragraph 9, first paragraph, the words "first paragraph," are inserted between the words "paragraph 1," and the words "1° and 4°";

Art. 325. In Article 205, § 2, of the same law, the first paragraph is supplemented by the words "and that the requirements provided for in Article 15, § 1, paragraph 2, are not applicable to them".

Art. 326. In Book II, Title V, Chapter III, of the same law, Article 205/1 is inserted, drafted as follows:
"Art. 205/1. In applying the measures referred to in Articles 202, § 2, and 204, the Bank shall take into account, within the framework of its discretionary power, in addition to the effectiveness and proportionality of the measure, all relevant circumstances of the specific case and, where applicable, the criteria referred to in Article 238, § 6, a) to i)."

Art. 327. In Article 207 of the same law, the current text of which forms paragraph 1, the following amendments are made:

1° in paragraph 1, a paragraph drafted as follows is inserted between paragraphs 1 and 2:
"To this end, stockbroking companies, taking into account the viability and sustainability of their business models and strategies, shall take into consideration the requirements and resources necessary that are realistic in terms of deadlines and the maintenance of their own funds and liquid resources.";

2° the Article is supplemented by paragraph 2, drafted as follows:
"§ 2. In the event of the cancellation or revocation of the authorization of a stockbroking company under the provisions of this law, the latter remains qualified as a stockbroking company for the purposes of the application of specific legislation or regulatory acts providing a specific regime applicable to this type of company, and this as long as it remains subject to this law."

Art. 328. Article 235, § 1, first paragraph, of the same law, amended by the Law of 25 March 2025, is supplemented by 6° and 7°, drafted as follows:
"6° a requirement imposed by the Bank under provisions referred to in 1°, 2°, 3°, 4° or 5°; 7° the requirements set by the Bank as conditions for a decision taken under provisions referred to in 1°, 2°, 3°, 4° or 5°, including the granting of an authorization or exemption."

Art. 329. In Article 236 of the same law, last amended by the Law of 25 March 2025, paragraphs 1 to 3 are replaced by the following:
"§ 1. Without prejudice to other measures provided for by this law, including sanction measures referred to in Article 238, the Bank may set:

for a stockbroking company, a financial company, a mixed financial company, an investment holding company, or a mixed company under Belgian or foreign law, or
for an acquirer or transferee of a qualifying participation in a stockbroking company,
a deadline within which:
1° he/she/they must comply with specific provisions:
a) of this law or the implementing decrees or regulations; b) Regulation 2019/2033, Regulation No 575/2013, Regulation No 600/2014, Regulation 2017/565, Title II of Regulation No 648/2012, or Regulation 2022/2554; c) Articles 5 to 9 and 18 to 27 of Regulation 2017/2402 or Articles 4 and 15 of Regulation 2015/2365; d) delegated acts adopted under the provisions referred to in b) or c) or under European directives transposed by this law; e) implementing acts adopted under the provisions referred to in b) or c), under European directives transposed by this law, or under delegated acts referred to in d); 2° he/she/they must make the necessary adaptations to the organizational structure or to the policy concerning own funds and liquidity management of the stockbroking company. This injunction is applicable to stockbroking companies' branches located in another Member State only with regard to a breach of one of the obligations referred to in Article 212; 3° he/she/they must comply with a requirement imposed by the Bank under provisions referred to in 1°; 4° he/she/they must comply with the requirements set by the Bank as conditions for a decision taken under provisions referred to in 1°, including the granting of an authorization or exemption. § 2. If the entity or person referred to in paragraph 1 remains in default at the expiration of the deadline, the Bank, where applicable at the request of the European Central Bank, may, after the entity or person has been heard or at least summoned, impose, for a maximum period of six months, a penalty of a maximum amount of 2,500,000 euros per infraction and a maximum of 50,000 euros per day of delay. Penalties imposed on a given date may begin to apply on a subsequent date. § 2/1. Subject to the procedural constraints arising from general principles of law, when it deems it justified given the specific circumstances of the case, the Bank may impose a penalty within the limits referred to in paragraph 2 for the situations of non-compliance referred to in paragraph 1, without having to first issue a remediation deadline. § 3. In addition to its effectiveness and proportionality, the amount of the penalty is set taking into account in particular the assessment criteria provided for in Article 238, § 6, a) to i).""

Art. 330. At Article 238 of the same law, amended by the law of 25 March 2025, the following modifications are made:

1° in paragraph 1, the following modifications are made:
a) the words "when it observes:" are replaced by the words "subject to compliance with procedural constraints arising from general principles of law, when it deems it justified given the specific circumstances of the case, when it observes:"; b) the words "to holders of key functions, to other staff members whose professional activities have a significant impact on the risk profile of the aforementioned stockbroking companies, referred to in Article 74, paragraph 3, as well as to other natural persons" are inserted between the words "of the management committee," and the words "who are responsible for the observed breach";

2° paragraph 2 is completed by a paragraph drafted as follows:
"By way of exception to this paragraph, Articles 347, § 2, and 347/1 of the law of 25 April 2014 apply to large stockbroking companies.";

3° paragraph 5/1 is inserted, drafted as follows:
"§ 5/1. An administrative fine may be imposed under this article in the event of cumulation with criminal proceedings related to the same breach, provided that such a cumulation of proceedings and sanctions is strictly necessary and proportionate to the pursuit of different and complementary general interest objectives.";

4° in paragraph 6, the following modifications are made:
a) the words "The amount of the fine is determined in particular based on:" are replaced by the words "In addition to the effective, proportionate, and dissuasive nature of the fine, the amount of the fine is determined in particular based on:"; b) the paragraph is completed by a point i) drafted as follows:
"i) criminal sanctions previously imposed for the same offense, on the natural or legal person responsible for this offense, without prejudice to paragraph 5/1.";

5° paragraph 6/1 is inserted, drafted as follows:
"§ 6/1. When the administrative fines referred to in this article are imposed to sanction non-compliance with provisions provided for by or pursuant to this law for the purpose of transposing Directive 2014/65/EU, the Bank publishes the imposition of these fines in accordance with Article 71 of said Directive. Pursuant to the aforementioned Article 71, when decisions imposing such fines are subject to appeal, the Bank may, taking into account the circumstances, publish them. In this case, it also publishes the status and outcome of the appeal without unjustified delay. In cases where the Bank publishes such decisions anonymously, anonymized data may be made public as soon as the reasons justifying anonymity cease to exist.";

6° paragraph 9 is completed, drafted as follows:
"§ 9. Acting as a collection body within the meaning of Article 2, point 2), of Regulation 2023/2859, the Bank communicates to the European Single Access Point (ESAP) established under said regulation, the administrative fines it imposes in accordance with this article when they are made public.
The Bank communicates this information in a format allowing data extraction within the meaning of Article 2, point 3), of Regulation 2023/2859, accompanied by the metadata referred to in Article 125/1, § 1, paragraph 2, 1°, 4°, and 5°, and, if available, 2°."

Art. 331. In Article 242, paragraph 1, of the same law, the words "of the stockbroking company," are inserted between the words "Any information regarding the offense under this law or one of the legislations referred to in Article 16 against" and the words "of members of the legal administrative body."

Art. 332. At Article 260 of the same law, the following modifications are made:

1° paragraph 1 is completed by the following sentence: "The dissolution of a stockbroking company and the ensuing liquidation within the meaning of the Code of Companies and Associations require the conforming opinion of the Bank.";

2° the article, the current text of which will form paragraph 1, is completed by paragraphs 2 and 3, drafted as follows:
"§ 2. In the event of voluntary or judicial dissolution of the stockbroking company, the liquidator, who is designated in accordance with statutory or legal rules, may only be appointed with the approval of the Bank.
Without prejudice to the legal provisions applicable to companies and Article 207, the King may determine, on the opinion of the Bank, the powers and obligations of the liquidator. In any case, the liquidator is required to respond to information requests addressed to him by the Bank and must, furthermore, inform the Bank proactively of the progress of his mission. § 3. The Bank without delay informs the supervisory authorities of other Member States where the stockbroking company has a branch or, pursuant to Article 103, provides services, of any dissolution and its possible concrete effects."

Art. 333. In Article 271, § 1, of the same law, the words "and except cases of citation made pursuant to Article 201 of this law or pursuant to Article 291/1 of the law of 25 April 2014" are inserted between the words "except cases where a stockbroking company is subject to resolution measures provided for in Book II, Title VIII of the law of 25 April 2014" and the words ", the opening of bankruptcy proceedings."

Art. 334. In Article 1, § 2 of the annex to the same law, the words "fixed remuneration" are replaced in each instance by the words "effective fixed remuneration."

Art. 335. In Article 21 of the annex to the same law, paragraph 2 is completed by the following sentence:
"The Bank transmits this information to the EBA."

CHAPTER XVIII. - Modifications of the law of 11 December 2025 implementing Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, and amending Regulations (EU) 1093/2010 and (EU) 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937, and Regulation (EU) 2023/1113 of the European Parliament and of the Council of 31 May 2023 on information accompanying transfers of funds and certain crypto-assets, and amending Directive (EU) 2015/849 and providing various financial provisions

Art. 336. In Book II, Title VI of the law of 11 December 2025 implementing Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, and amending Regulations (EU) 1093/2010 and (EU) 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937, and of Regulation (EU) 2023/1113 of the European Parliament and of the Council of 31 May 2023 on information accompanying transfers of funds and certain crypto-assets, and amending Directive (EU) 2015/849 and providing various financial provisions, Article 37/1 is inserted, drafted as follows:
"Art. 37/1. For the purpose of making the information referred to in Article 88, paragraph 1, of Regulation 2023/1114 accessible on the ESAP, the FSMA is designated as a collection body within the meaning of Article 2, point 2), of the ESAP Regulation."

CHAPTER XIX. - Modifications of the Code of Companies and Associations

Art. 337. In Part 1, Book 1, of the Code of Companies and Associations, Title 6/3, entitled "Provisions relating to the ESAP contact point," is inserted.

Art. 338. In Title 6/3, inserted by Article 337, Article 1:31/3 is inserted, drafted as follows:
"Art. 1:31/3. § 1. The following are understood by:
1° ESAP Regulation: the ESAP Regulation of the European Parliament and of the Council of 13 December 2023 establishing a European Single Access Point providing centralized access to information published useful for financial services, capital markets, and sustainability; 2° collection body: the collection body within the meaning of Article 2, point 2), of Regulation (EU) 2023/2859; 3° ESAP: the European Single Access Point referred to in Regulation (EU) 2023/2859; 4° format allowing data extraction: any open format within the meaning of Article 2, 10°, of the law of 4 May 2016 on open data and the reuse of public sector information, used on a large scale or required by law, which allows data extraction by a machine and which is human-readable; 5° machine-readable format: a machine-readable format as defined in Article 2, 9°, of the law of 4 May 2016 on open data and the reuse of public sector information. § 2. The companies referred to in Articles 3:20/6, 3:20/7, and 3:20/8, listed companies, and voting advisors obtain a legal entity identifier."

Art. 339. In Article 3:6 of the same Code, paragraph 4, repealed by the law of 2 December 2024, is restored in the following wording:
"§ 4. Listed companies transmit the remuneration report to the FSMA.
The FSMA transmits said information to the ESMA to make it accessible on the Single Access Point (ESAP).
The transmission of information to the FSMA is carried out electronically, in a format allowing data extraction unless a machine-readable format is legally required, and in accordance with the procedures established by the FSMA and published on its website.
The information is accompanied by the following metadata:
i) all names of the company to which the information relates; ii) the legal entity identifier of the company, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the size of the company, according to the category specified in accordance with Article 7, paragraph 4, point d), of the ESAP Regulation; iv) the industrial sector(s) of the company's economic activities, specified in accordance with Article 7, paragraph 4, point e), of the ESAP Regulation; v) the type of information concerned, according to the classification provided by Article 7, paragraph 4, point c), of the ESAP Regulation; vi) a statement specifying whether the information contains personal data. This paragraph does not apply to companies subject to Articles 3:20/6, 3:20/7, or 3:20/8."

Art. 340. In Part 1, Book 3, Title 1, Chapter 1, Section 4, of the same Code, Sub-section 4, entitled "Information to be communicated to make it accessible on the European Single Access Point," is inserted.

Art. 341. In Sub-section 4, inserted by Article 340, Article 3:20/6 is inserted, drafted as follows:
"Art. 3:20/6. To make them accessible on ESAP, the companies referred to in Section 2/1 deposit, during the deposit referred to in Articles 3:10, 3:12, and 3:12/1, the following documents with the National Bank of Belgium, acting as a collection body, in a format allowing data extraction or, when Union law requires, in a machine-readable format:
1° annual accounts;
2° the management report, with, where applicable, sustainability information and the information required by Article 8 of Regulation (EU) 2020/852; 3° the auditor's control report; 4° the sustainability assurance report; 5° the report on payments to governments referred to in Article 3:8, § 1.
The documents are deposited accompanied by the following metadata:
1° all names of the company to which the information relates and, when the reporting company is an exempt subsidiary referred to in Article 3:6/7, the name of the parent company that publishes the information at the group level; 2° the legal entity identifier of the company and, when the reporting company is an exempt subsidiary referred to in Article 3:6/7, the legal entity identifier, if available, of the parent company that publishes the information at the group level, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; 3° the size of the company, according to the category specified in accordance with Article 7, paragraph 4, point d), of the ESAP Regulation; 4° the industrial sector(s) of the company's economic activities, specified in accordance with Article 7, paragraph 4, point e), of the ESAP Regulation; 5° the type of information concerned, according to the classification provided by Article 7, paragraph 4, point c), of the ESAP Regulation; 6° a statement specifying whether the information contains personal data. When the company is required to communicate the information referred to in paragraph 1 (i) to the FSMA pursuant to Article 42 of the Royal Decree of 14 November 2007 relating to the obligations of issuers of financial instruments admitted to trading on a regulated market, or (ii) to the competent authorities of another Member State pursuant to national provisions transposing Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements regarding information on issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC in that Member State, in order to make this information accessible on the ESAP, this company is not subject to paragraph 1."

Art. 342. In the same Sub-section 4, Article 3:20/7 is inserted, drafted as follows:
"Art. 3:20/7. To make them accessible on ESAP, the parent companies referred to in Section 4/1 of Chapter 2 of this Title deposit, during the deposit referred to in Articles 3:10, 3:12, and 3:12/1, the following documents with the National Bank of Belgium, acting as a collection body, in a format allowing data extraction or, when Union law requires, in a machine-readable format:
1° consolidated accounts;
2° the consolidated management report, with, where applicable, sustainability information and the information required by Article 8 of Regulation (EU) 2020/852; 3° the consolidated auditor's control report; 4° the consolidated sustainability assurance report; 5° the consolidated report on payments to governments referred to in Article 3:33. The information is accompanied by the following metadata:
1° all names of the parent company to which the information relates and, when the reporting parent company is an exempt subsidiary referred to in Article 3:32/5, the name of the ultimate parent company that publishes the information at the group level; 2° the legal entity identifier of the parent company and, when the reporting parent company is an exempt subsidiary referred to in Article 3:32/5, the legal entity identifier, if available, of the ultimate parent company that publishes the information at the group level, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; 3° the size of the group, according to the category specified in accordance with Article 7, paragraph 4, point d), of the ESAP Regulation; 4° the industrial sector(s) of the group's economic activities, specified in accordance with Article 7, paragraph 4, point e), of the ESAP Regulation; 5° the type of information concerned, according to the classification provided by Article 7, paragraph 4, point c), of the ESAP Regulation; 6° a statement specifying whether the information contains personal data. When the parent company is required to communicate the information referred to in paragraph 1 (i) to the FSMA pursuant to Article 42 of the Royal Decree of 14 November 2007 relating to the obligations of issuers of financial instruments admitted to trading on a regulated market, or (ii) to the competent authorities of another Member State pursuant to national provisions transposing Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements regarding information on issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC in that Member State, in order to make this information accessible on the ESAP, this company is not subject to paragraph 1."

Art. 343. In the same Sub-section 4, Article 3:20/8 is inserted, drafted as follows:
"Art. 3:20/8. To make them accessible on ESAP, the subsidiaries of non-European parent companies referred to in Article 3:6/9 deposit, during the deposit referred to in Articles 3:10, 3:12, and 3:12/1, the following documents with the National Bank of Belgium, acting as a collection body, in a format allowing data extraction or, when Union law requires, in a machine-readable format:
1° the sustainability information referred to in Article 3:6/9; 2° the assurance report referred to in Article 3:6/9.
The information is accompanied by the following metadata:
1° all names of the subsidiary to which the information relates and, when the reporting subsidiary is an exempt subsidiary referred to in Article 3:6/7 or Article 3:32/5, the name of the ultimate parent company that publishes the information at the group level; 2° the legal entity identifier of the parent company and, when the reporting subsidiary is an exempt subsidiary referred to in Article 3:6/7 or Article 3:32/5, the legal entity identifier, if available, of the ultimate parent company that publishes the information at the group level, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; 3° the size of the group, according to the category specified in accordance with Article 7, paragraph 4, point d), of the ESAP Regulation; 4° the industrial sector(s) of the group's economic activities, specified in accordance with Article 7, paragraph 4, point e), of the ESAP Regulation; 5° the type of information concerned, according to the classification provided by Article 7, paragraph 4, point c), of the ESAP Regulation; 6° a statement specifying whether the information contains personal data. When the subsidiary is required to communicate the information referred to in paragraph 1 (i) to the FSMA pursuant to Article 42 of the Royal Decree of 14 November 2007 relating to the obligations of issuers of financial instruments admitted to trading on a regulated market, or (ii) to the competent authorities of another Member State pursuant to national provisions transposing Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements regarding information on issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC in that Member State, in order to make this information accessible on the ESAP, this company is not subject to paragraph 1."

Art. 344. In the same Sub-section 4, Article 3:20/9 is inserted, drafted as follows:
"Art. 3:20/9. The National Bank of Belgium transmits the information referred to in Articles 3:20/6, 3:20/7, and 3:20/8 to the European Single Access Point.
The King may determine the implementing provisions of this Sub-section. These Royal Decrees are taken after deliberation by the Council of Ministers and on the opinion of the Central Council of the Economy."

Art. 345. Article 7:89/1 of the same Code, inserted by the law of 28 April 2020, is completed by paragraph 7, drafted as follows:
"§ 7. When the company publishes its remuneration policy, the date, and the result of the vote referred to in paragraph 4, on its website, it communicates them simultaneously to the FSMA.
The FSMA transmits said information to the ESMA to make it accessible on the Single Access Point (ESAP).
The transmission of information to the FSMA is carried out electronically, in a format allowing data extraction unless a machine-readable format is legally required, and in accordance with the procedures established by the FSMA and published on its website.
The information is accompanied by the following metadata:
i) all names of the company to which the information relates; ii) the legal entity identifier of the company, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the size of the company, according to the category specified in accordance with Article 7, paragraph 4, point d), of the ESAP Regulation; iv) the industrial sector(s) of the company's economic activities, specified in accordance with Article 7, paragraph 4, point e), of the ESAP Regulation; v) the type of information concerned, according to the classification provided by Article 7, paragraph 4, point c), of the ESAP Regulation; vi) a statement specifying whether the information contains personal data."

Art. 346. Article 7:97 of the same Code, last amended by the law of 27 March 2024, is completed by paragraph 8, drafted as follows:
"§ 8. When the company makes public the information referred to in paragraph 4/1, it communicates it simultaneously to the FSMA.
The FSMA transmits said information to the ESMA to make it accessible on the Single Access Point (ESAP).
The transmission of information to the FSMA is carried out electronically, in a format allowing data extraction unless a machine-readable format is legally required, and in accordance with the procedures established by the FSMA and published on its website.
The information is accompanied by the following metadata:
i) all names of the company to which the information relates; ii) the legal entity identifier of the company, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the size of the company, according to the category specified in accordance with Article 7, paragraph 4, point d), of the ESAP Regulation; iv) the industrial sector(s) of the company's economic activities, specified in accordance with Article 7, paragraph 4, point e), of the ESAP Regulation; v) the type of information concerned, according to the classification provided by Article 7, paragraph 4, point c), of the ESAP Regulation; vi) a statement specifying whether the information contains personal data."

Art. 347. Article 7:141 of the same Code, as amended by the law of 28 April 2020, is supplemented by a paragraph 3 drafted as follows:

"§ 3. When listed companies publish the information referred to in paragraph 1, second paragraph, on their website, they communicate it simultaneously to the FSMA.
The FSMA transmits said information to the ESMA with a view to making it accessible on the European Single Access Point (ESAP).
The transmission of information to the FSMA is carried out electronically, in a format allowing data extraction unless a machine-readable format is legally required, and in accordance with the procedures established by the FSMA and published on its website.
The information is accompanied by the following metadata:
i) all names of the company to which the information relates; ii) the legal entity identifier of the company, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the size of the company, according to the category specified in accordance with Article 7, paragraph 4, point d), of the ESAP Regulation; iv) the industrial sector(s) of the company's economic activities, specified in accordance with Article 7, paragraph 4, point e), of the ESAP Regulation; v) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point c), of the ESAP Regulation; vi) a statement specifying whether the information contains personal data."

Art. 348. Article 7:146/2 of the same Code, inserted by the law of 28 April 2020, is supplemented by a paragraph 4 drafted as follows:

"§ 4. When voting advisors make public the information referred to in paragraphs 1 and 2, they communicate it simultaneously to the FSMA.
The FSMA transmits said information to the ESMA with a view to making it accessible on the European Single Access Point (ESAP).
The transmission of information to the FSMA is carried out electronically, in a format allowing data extraction unless a machine-readable format is legally required, and in accordance with the procedures established by the FSMA and published on its website.
The information is accompanied by the following metadata:
i) all names of the voting advisor to which the information relates; ii) the legal entity identifier of the voting advisor, specified in accordance with Article 7, paragraph 4, point b), of the ESAP Regulation; iii) the size of the voting advisor, according to the category specified in accordance with Article 7, paragraph 4, point d), of the ESAP Regulation; iv) the type of information concerned, according to the classification provided for in Article 7, paragraph 4, point c), of the ESAP Regulation; v) a statement specifying whether the information contains personal data."

CHAPTER XX. - Repealing Provision

Art. 349. Article 112 of the law of 11 March 2018 on the status and supervision of payment institutions and electronic money institutions, on access to the activity of payment service providers, and on the activity of issuing electronic money, and on access to payment systems, is repealed.

CHAPTER XXI. - Transitional Provisions

Art. 350. Article 62, § 5, second sentence of the law of 25 April 2014 on the status and supervision of credit institutions, as amended by Article 85 of the present law and to the extent that it is made applicable mutatis mutandis to financial companies and mixed financial companies approved and designated under Belgian law by Article 212, § 2, first paragraph of the same law of 25 April 2014, as replaced by Article 147 of the present law, applies to members of their statutory administrative body who are not members of the management committee, whose mandate within said financial companies and mixed financial companies is commenced, renewed or extended after the entry into force of the present law. By way of derogation from Article 212, § 1, of the law of 25 April 2014 on the status and supervision of credit institutions, as replaced by Article 147 of the present law, financial companies and mixed financial companies exempt under Belgian law within the meaning of Article 164, § 1, 8° of the aforementioned law of 25 April 2014, which have set up a management committee within the meaning of Article 24 or 25 of the aforementioned law of 25 April 2014, on the date of entry into force of the present law, may retain this management committee. In this case, Article 24 or 25, depending on the form of the company, § 1, provided that at least three members of the management committee are members of the statutory administrative body, and §§ 3 and 4, of the aforementioned law of 25 April 2014 continue to apply mutatis mutandis to these financial companies and mixed financial companies exempt under Belgian law.

Art. 351. Article 223 of the law of 25 April 2014 on the status and supervision of credit institutions, as replaced by Article 156 of the present law, does not apply to the appointments of approved auditors and deputy approved auditors nor to the renewals of their mandate for which the prior agreement of the supervisory authority had already been requested before the entry into force of the present law. In these cases, the procedure is carried out in accordance with the provisions that were applicable before the entry into force of the present law.

Art. 352. Article 326, § 2, first paragraph, of the law of 25 April 2014 on the status and supervision of credit institutions, as amended by Article 165 of the present law, applies to reporting relating to the financial year beginning after the entry into force of the present law. Reporting relating to the financial year in progress at the time of the entry into force of the present law remains subject to the provisions that were applicable before the entry into force of the present law.

Art. 353. § 1. The National Bank of Belgium re-evaluates the situation of third-country branches to which it has granted approval in application of Book III, Title II, of the law of 25 April 2014 on the status and supervision of credit institutions before the date of entry into force of said Title II as it is replaced by the present law, hereinafter, the "new Title II". In particular, it assesses whether these branches are able to meet all the requirements provided for by the new Title II. In order for the branches concerned to be able, if necessary, to take adequate remedial measures, the National Bank of Belgium communicates to them, before the entry into force of the new Title II, whether its re-evaluation leads to considering that these branches would be in a situation of non-compliance with the legal requirements of the new Title II once in force. § 2. After the entry into force of the new Title II, the National Bank of Belgium may decide that the approval referred to in paragraph 1 of a third-country branch remains valid provided that the branch concerned complies with all the requirements of the new Title II. In the contrary case, the National Bank of Belgium may take appropriate measures and in particular withdraw the approval of the branch concerned.

Art. 354. The requirement referred to in Article 334, § 1, of the law of 25 April 2014 on the status and supervision of credit institutions, inserted by Article 168 of the present law, cannot affect the acquired rights of clients established or located in Belgium on the basis of existing conventions concluded by these clients before 11 July 2026 with companies governed by the law of a third country, acting without the intervention of a branch in Belgium.

Art. 355. Article 328 of the law of 13 March 2016 on the status and supervision of insurance or reinsurance undertakings, as replaced by Article 245 of the present law, does not apply to the appointments of approved auditors and deputy approved auditors, nor to the renewals of their mandate, for which the prior agreement of the National Bank of Belgium had already been requested before the entry into force of the present law. In these cases, the procedure is carried out in accordance with the provisions that were applicable before the entry into force of the present law.

Art. 356. Article 113 of the law of 11 March 2018 on the status and supervision of payment institutions and electronic money institutions, on access to the activity of payment service providers, and on the activity of issuing electronic money, and on access to payment systems, as replaced by Article 269 of the present law, does not apply to the appointments of approved auditors and deputy approved auditors, nor to the renewals of their mandate, for which the prior agreement of the National Bank of Belgium had already been requested before the entry into force of the present law. In these cases, the procedure is carried out in accordance with the provisions that were applicable before the entry into force of the present law.

Art. 357. Article 196 of the law of 20 July 2022 on the status and supervision of brokerage firms, as replaced by Article 322 of the present law, does not apply to the appointments of approved auditors and deputy approved auditors, nor to the renewals of their mandate, for which the prior agreement of the National Bank of Belgium had already been requested before the entry into force of the present law. In these cases, the procedure is carried out in accordance with the provisions that were applicable before the entry into force of the present law.

CHAPTER XXII. - Entry into Force

Art. 358. The present law enters into force in accordance with common law.
By exception to the first paragraph:
1° Articles 21, 26, insofar as this article introduces an Article 37decies, §§ 1 and 3, in the law of 2 August 2002 on financial services and the supervision of the financial sector, 27 to 35, 44, 46 to 50, 120, 164, 215, 5°, 221, 242, 244, 250 to 265, 276, 278, 1°, 314, 330, 6°, 336 and 345 to 348 of the present law enter into force on 10 January 2030; 2° Articles 22, 2° to 25, 26, insofar as this article introduces an Article 37decies, § 4, in the law of 2 August 2002 on financial services and the supervision of the financial sector, 38 to 43, 45 and 337 to 344 of the present law enter into force on 10 January 2028; 3° Articles 22, 1° and 26, insofar as this article introduces an Article 37decies, §§ 2 and 5, in the law of 2 August 2002 on financial services and the supervision of the financial sector, of the present law enter into force on 10 July 2026; 4° Articles 233, 1° and 4°, and 237 to 240 of the present law enter into force on 29 July 2024; 5° Articles 266 and 272 of the present law, and Book III, Title II of the law of 25 April 2014 on the status and supervision of credit institutions, as replaced by the present law, enter into force on 11 January 2027. By exception, Article 336/6 of the aforementioned law of 25 April 2014, inserted by Article 192 of the present law, enters into force in accordance with common law regarding third-country branches already approved under the same law; 6° The limitation of the number of mandates provided for by Article 23, points 1 and 2, of the law of 22 February 1998 fixing the organic status of the National Bank of Belgium, as amended by Article 10, 1° and 2°, of the present law, applies to mandates commenced after the date of 11 January 2026, whether it is a renewal or a new mandate; 7° The term provided for by Article 23, point 1, of the law of 22 February 1998 fixing the organic status of the National Bank of Belgium, as amended by Article 10, 1°, of the present law, applies to mandates commenced after the date of entry into force of the present law, whether it is a renewal or a new mandate.

Parliamentary Works

Chamber of Representatives (www.lachambre.be) Documents: K56-1489 Verbatim Record: 15 and 16 July 2026.

Signatures

We hereby promulgate this law, order that it be sealed with the State Seal and published by the Belgian Monitor.
Given in Brussels, on 22 July 2026.
PHILIPPE
By the King:
The Minister of the Economy,
D. CLARINVAL
The Minister of Finance,
J. JAMBON
The Minister of Justice,
A. VERLINDEN
The Minister of Consumer Protection,
R. BEENDERS
Sealed with the State Seal:
The Minister of Justice,
A. VERLINDEN

Preamble

PHILIPPE, King of the Belgians,
To all, present and future, Greetings.
The Chamber of Representatives has adopted and We sanction the following:

Links

https://www.ejustice.just.fgov.be/eli/loi/2026/07/22/2026005882/justel Image of the official publication Consolidated PDF version

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Council of State

Law of 22 July 2026 to ensure the transposition of EU directives on supervisory powers, sanctions, third-country branches, ESG risks, the European Single Access Point, and concentration risk, and containing various provisions

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Parliamentary Works

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