Law of 22 July 2026 transposing EU Directives 2024/1619, 2023/2864, and 2024/2994 on supervisory powers, ESG risks, single access point, and derivatives risk

Title

2026005882

22 JULY 2026. - Law aimed at ensuring 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 derivative transactions subject to central clearing, 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 modifies the following texts:

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

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 claims 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 instrument 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 for 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 derivative transactions subject to central clearing. § 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, an 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 supervision 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 instituting the Anti-Money Laundering and Countering the Financing of Terrorism 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 in application of the Royal Decree of 6 October 1944 organizing the control of all 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 cannot 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 control 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 cannot 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 completed 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 secrecy of deliberations and cannot, regarding 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 matters relating to the economic situation of the country and 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 each time by the words "within the meaning of Article 7:87, § 1st, of the Code of Companies and Associations".

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 control missions referred to in Article 12bis and the missions referred to in Article 12 and in Chapter IV/3" are replaced each time by the words "Except as regards missions and operations falling within the ESBC, the missions referred to in Articles 8 and 12 and in 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 can only be removed from office by the King if they no longer meet the necessary conditions for the exercise of their functions or if they have committed a serious fault. In the event 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 allowing, furthermore, to ensure that the Management Committee collectively possesses the knowledge, skills and experience necessary for the understanding and proper exercise of 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 Official Journal. Furthermore, the Management Committee cannot be composed 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. 10] [11]. At Article 26 of the same law, last modified by the law of 2 May 2019, the following amendments are made:

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

a) in the first paragraph, 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 nor in an association, a public body or a foundation having an industrial, commercial or financial activity or an entity defending the interests of companies having such an activity.";

b) 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 companies affiliated with them, or in entities exercising lobbying and interest defense 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 paragraph, 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 paragraph 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 paragraph, 1° of the Royal Decree of 18 April 2017 relating to the award of public contracts in the classic sectors;

Except for 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 paragraph. The persons concerned are required to inform the Bank proactively 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 ethics to which the members of the Management Committee and the Bank's staff 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 members and provide in particular for the necessary provisions to adequately prevent and manage conflicts of interest to which they are or are likely to be exposed. The persons responsible for controlling compliance with this code ensure respect for the confidentiality of the information to which they have access in the context of this function.

The members of the Management Committee and the Bank's staff, 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 under this article.";

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

" § 4. Staff members 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 companies affiliated with them or the establishments or entities that are directly competitive 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 conducting lobbying and interest defense activities, notably with regard to the Bank or the European Central Bank on questions regarding which the staff member intervened or was associated in the exercise of his functions.

In cases of resignation, dismissal or termination of the employment contract by mutual agreement, where the staff member produces a certificate of firm job offer or exercise of a mandate within an establishment or entity referred to in the first paragraph before the end of the cooling-off period referred to in the first paragraph, 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 being able to exceed six months of remuneration and be less than three months of remuneration.

For the purposes of this paragraph, staff members 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 paragraph, 1° are considered as staff members referred to in said first paragraph, 1°, vis-à-vis 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 members may not negotiate financial instruments issued by the Bank or by financial establishments subject to the supervision or oversight of the Bank or under the control of which the Bank participates, their direct or indirect parent companies, their subsidiaries or companies affiliated with them or instruments referring to them, 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 collective investment undertakings do not invest mainly in instruments issued by the entities referred to in this paragraph or referring to them.

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 members are required to present a declaration of interest before their appointment or engagement, then on an annual basis. This declaration includes information on the participations they hold at the time of their entry into office or at any time thereafter, in the form of shares, property titles, bonds, mutual funds, investment funds, mixed funds, hedge funds and exchange-traded index 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 paragraph held at the time of entry into office or at any time thereafter, by way of exception to the first paragraph, 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 to them. They are required to declare the participations they hold in 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 ethics referred to in paragraph 3 sets out the implementation arrangements for the provisions of this paragraph."

[Art. 11] [12]. In Article 33 of the same law, reinstated by the law of 2 August 2002, paragraph 2 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, paragraph 3, and the decrees taken in implementation of Articles III.84, paragraph 7, and III.89, § 2, paragraph 2, of said Code."

[Art. 12] [13]. At Article 35 of the same law, last modified by the law of 11 July 2021, the following modifications are made:

1° in paragraph 1, a paragraph drafted as follows is inserted between 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 paragraph may be carried out on the basis of a requisition emanating from an investigating judge. Furthermore, in the context of the search for crimes and misdemeanors, the King's Prosecutor and the Federal Prosecutor may, by specific, motivated and written request, ask the Bank for confidential information that 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 the restrictions or limits that might be specified to it by the foreign authority regarding the possibility of using and/or communicating the information thus received."

[Art. 13] [14]. In Article 36/6, § 2 of the same law, last modified by the law of 20 July 2022, two paragraphs drafted as follows are inserted between 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 paragraph, 1° of the law of 20 July 2022 relating to the status and control of brokerage firms as well as administrative sanctions imposed in accordance with Article 238 of the same law. The information referred to in paragraph 3 is sufficiently complete and precise to allow a useful comparison by the competent authorities of the different Member States."

[Art. 14] [15]. At Article 36/14 of the same law, last modified by the law of 11 December 2025, the following modifications are made:

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

"When an emergency situation occurs, notably a situation described in Article 18 of Regulation (EU) No 1093/2010 or a situation of unfavorable evolution of markets, likely to threaten market liquidity and financial system stability 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, notably the conduct of monetary policy and the provision of liquidity related thereto, the supervision of payment, clearing and settlement systems, as well as the safeguarding of financial system stability 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 Union law, to the authorities or bodies of Member States or third countries responsible for liquidation or bankruptcy procedures or similar procedures or the supervision of bodies intervening in liquidation or bankruptcy procedures or similar procedures;";

4° in paragraph 1, 11° is completed by the words "and 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 Union law, to the authorities vested with the supervision of persons carrying out activities on emission quota markets or on agricultural commodity derivatives markets, for the purpose of obtaining a global view of financial and spot markets; 30° within the limits of 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. 15] [16]. Article 36/16, § 1, of the same law, last modified by the law of 20 July 2020, is completed by a paragraph 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 competences 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, notably by ensuring that appropriate, reliable and exhaustive information is exchanged between it and the other parties to the European System of Financial Supervision."

[Art. 16] [17]. In the same law, a Chapter IV/5 entitled "Processing of biometric data" is inserted.

[Art. 17] [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 established by the Bank may, on the basis of concrete elements included in 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 established by the Bank, on the basis of concrete elements of the security assessment demonstrating their necessity, may include provisions aimed at protecting digital 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 Bank's secure areas designated in the security plans or to 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 members of the Bank, who is authorized to access an area presenting a high security risk."

[Art. 18] [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 the authorization of 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 the authorization of the Minister of Finance, the company must be established in the European Economic Area and have a branch 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 Centre for Cybersecurity Belgium, carries out an audit during which the company must demonstrate that:

1° the company is certified in accordance with ISO 27001, ISO 27701 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 Centre for Cybersecurity 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 coded irreversibly 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 data collection;

3° the template is exclusively stored securely on a durable storage medium and only the personnel responsible for the management of the durable storage medium can have access to the model;

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 the 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."

[CHAPTER III.] - Modifications of the law of 2 August 2002 relating to the supervision of the financial sector and financial services

[Art. 19] [20]. In Article 2, first paragraph of the law of 2 August 2002 relating to the supervision of the financial sector and financial services, last modified 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 human-readable; 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 restored 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 financial market infrastructures 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 must communicate them simultaneously to the FSMA. The FSMA transmits this information to the ESMA, with a view to making it accessible on the European Single Access Point (ESAP).

§ 2. 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 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 issuers concerned obtain a legal entity identifier."

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

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

"The FSMA transmits the information referred to in the first paragraph to the 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 is 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 purpose 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 data 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 completed by a paragraph 5 drafted as follows:

"§ 5. For the purpose of making the key information document accessible on the ESAP, the FSMA is designated as the data 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 completed by a fifth paragraph drafted as follows:

"For the purpose 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 data 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 completed by a paragraph 8 drafted as follows:

"§ 8. For the purpose 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 data collection body within the meaning of Article 2, point 2), of the ESAP Regulation."

Art. 26. In the same law, 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 publishes 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 regarding information on issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC, 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).

§ 3. When the FSMA publishes 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 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).

§ 4. When the FSMA publishes a sanction or administrative measure adopted under the provisions of this law which aim to transpose any other regulation or directive referred to by 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 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).

§ 5. In the cases referred to in paragraphs 2, 3 and 4, the information is 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 services 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 services and investment services and the distribution of financial instruments, last amended by the Law of 20 December 2023, is completed by items 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 readable by a human being;

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, Article 5/1 is inserted drafted as follows:

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

The information is accompanied by the following metadata:

i) all names of the intermediation in banking services and investment services to which the information relates;

ii) if available, the legal entity identifier of the intermediation in banking services 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 pension institutions

Art. 29. Article 2, first paragraph, of the Law of 27 October 2006 on the supervision of professional pension institutions, last amended by the Law of 25 March 2025, is completed by items 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 readable by a human being;

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° data collection body: the data 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 will form paragraph 1, is completed by a paragraph 2 drafted as follows:

"§ 2. The National Bank of Belgium transmits, in its capacity as data collection body, the annual accounts and reports to the 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 is carried out electronically, in a format allowing data extraction unless a machine-readable format is legally required.

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

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

"Art. 51/1. § 1. In the cases referred to in Articles 77/1, § 2, paragraphs 2 to 4, 48, § 2 and 95, § 5, the information transmitted to the FSMA or, where applicable, to the National Bank of Belgium, is accompanied by the following metadata:

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

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

iii) the size of the PPI, 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. PPIs obtain a legal entity identifier."

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

"When the PPI publishes the information referred to in the first paragraph, it communicates them simultaneously to the FSMA. The latter transmits this 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 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 completed by a paragraph 5 drafted as follows:

"§ 5. The professional pension institutions to which the relevant requirements apply transmit the information referred to in paragraph 1 and, where applicable, paragraphs 2 and 3 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 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, Article 156/1 is inserted drafted as follows:

"Art. 156/1. When the FSMA publishes a sanction or administrative measure adopted under the provisions of this law, 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 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 completed by items 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 readable by a human being;

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, Article 9/1 is inserted drafted as follows:

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

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

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

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

"40° /2 by European Single Access Point (ESAP): the European Single Access Point established under the ESAP Regulation;

40° /3 by 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 readable by a human being;

40° /4 by 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 completed by a 71°, drafted as follows:

"71° by 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, Article 91/1 is inserted drafted as follows:

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

Art. 41. In section 6 of the same law, inserted by Article 39, 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 the investor public, it communicates it simultaneously to the FSMA. The latter transmits this information to the ESMA, with a view to making it accessible on the European Single Access Point (ESAP).

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

§ 2. The information is 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, 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 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 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. 43. Article 188 of the same law, whose current text 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 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(4)(b) of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for in Article 7(4)(c) of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

Art. 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 ESMA with a view to making it accessible on the European Single Access Point (ESAP).
The transmission of information to the FSMA takes place 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(4)(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(4)(d) of the ESAP Regulation; iv) the type of information concerned, according to the classification provided for in Article 7(4)(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. 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 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(4)(b) of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for in Article 7(4)(c) of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

CHAPITRE VIII. - Modifications of the Law of 4 April 2014 relating to insurance

Art. 46. Article 5 of the Law of 4 April 2014 relating to 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 pursuant to 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 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 human-readable; 65° 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; 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 centralised access to published information useful for financial services, capital markets and sustainability."

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

"Art. 303/1. When the FSMA makes public a sanction or administrative measure adopted under the provisions of this law intended to transpose the IDD Directive, or information concerning an appeal against said decision, it transmits 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 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(4)(b) of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for in Article 7(4)(c) of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

CHAPITRE IX. - Modifications of the Law of 19 April 2014 relating to alternative investment funds and their managers

Art. 48. At Article 3 of the Law of 19 April 2014 relating to alternative investment funds and their managers, last amended by the Law of 11 December 2025, the following modifications are made:

1° points 61°/2, 61°/3 and 61°/4 are inserted drafted as follows:
"61°/2 European Single Access Point (ESAP): the European Single Access Point established pursuant to 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 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 human-readable; 61°/4 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;";

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 centralised access to published information useful for financial services, capital markets and sustainability."

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

"§ 2. Every approval granted is notified to 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 manager approved 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 manager approved under this law and the list of AIFs managed or marketed by this manager, specified in accordance with Article 7(4)(b) of the ESAP Regulation; iii) the type of information concerned, according to the classification provided for in Article 7(4)(c) of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

Art. 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 ESMA with a view to making it accessible on the European Single Access Point (ESAP).
The transmission of information to the FSMA takes place 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 manager to which the information relates; ii) the legal entity identifier of the manager, specified in accordance with Article 7(4)(b) of the ESAP Regulation; iii) the size of the manager, according to the category specified in accordance with Article 7(4)(d) of the ESAP Regulation; iv) the type of information concerned, according to the classification provided for in Article 7(4)(c) of the ESAP Regulation; v) a statement specifying whether the information contains personal data. Managers obtain a legal entity identifier."

CHAPITRE X. - Modifications of the Law of 25 April 2014 relating to the status and supervision of credit institutions

Art. 51. At Article 1 of the Law of 25 April 2014 relating to the status and supervision of credit institutions, last amended by the Law of 11 July 2021, the following modifications are made:

1° in paragraph 3, first line, 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 undertaking 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 EUR 30 billion; (ii) the total value of the assets of the undertaking 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 EUR 30 billion but the undertaking is part of a group in which the total value of the consolidated assets of all undertakings of 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 a total asset value of less than EUR 30 billion, and which provide investment services consisting of trading on own account or firm commitment underwriting of financial instruments and/or placement of financial instruments with a firm commitment, reaches or exceeds EUR 30 billion; or (iii) the total value of the assets of the undertaking 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 EUR 30 billion but the undertaking is part of a group in which the total value of the consolidated assets of all undertakings of the group providing investment services consisting of trading on own account or firm commitment underwriting of financial instruments and/or placement of financial instruments with a firm commitment, reaches or exceeds EUR 30 billion, when the consolidated supervisory authority, in concertation 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 line, 2° is supplemented by d) drafted as follows:
"d) the undertaking is not a stock exchange company for which an exemption from approval as a credit institution is granted under Article 14/1, § 2 or under legislation adopted to transpose Article 8bis(3bis) of Directive 2013/36/EU into the law of the Member State to which it is subject.";

3° in paragraph 3, the second line is replaced by the following:
"For the purposes of 2°, b), (ii) and (iii), when the undertaking is part of a third-country group, the total assets of each branch of the third-country group authorised in the Union must be included in the combined total value of the assets of all undertakings of 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 undertaking in order to take its decision.";

4° in paragraph 3, a line is inserted between lines 2 and 3, drafted as follows:
"An undertaking subject to the law of a third country is considered a credit institution within the meaning of 2° to the extent that such an undertaking would meet the criteria set out therein if it were established in the Union.";

5° the article is supplemented by a paragraph 4 drafted as follows:
"§ 4. Financial companies are defined as undertakings meeting all of the following conditions:
a) the undertaking qualifies as a financial institution; b) the undertaking does not qualify as a mixed financial holding company; c) the undertaking has at least one subsidiary that is a credit institution; d) more than 50% of one of the following indicators is consistently associated with subsidiaries of the undertaking that are credit institutions or financial institutions, and with activities carried out by the undertaking itself that are not related to the acquisition or holding of participations in subsidiaries when these activities are of the same nature as those carried out by credit institutions or financial institutions:
i) the equity of the undertaking based on its consolidated situation; ii) the assets of the undertaking based on its consolidated situation; iii) the revenue of the undertaking based on its consolidated situation; iv) the staff of the undertaking 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 line, 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, it provides the EBA within three months from the date of receipt of said opinion, the reasons why it did not follow the opinion in question."

Art. 52. At Article 3 of the same law, last modified by the law of 11 December 2025, the following amendments are made:

1° paragraphs 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 information published that is useful for financial services, capital markets and sustainability;"

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

3° paragraph 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 allows it;"

4° paragraphs 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 allows it; 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 allows it, 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 allows it; 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 allows it; 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 allows it; 26°/6 linked undertaking: an undertaking that meets the conditions of a linked 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 allows it;"

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

6° paragraph 38 is repealed;

7° paragraph 41 is replaced by the following:
"41° financial establishment: 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, unless 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 related 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. The entities referred to in Article 2, paragraph 5, points 3) to 23), of Directive 2013/36/EU are considered financial establishments for the purposes of Article 332 and Book II, Title III, Chapter IV;"

8° paragraphs 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 of 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° paragraph 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° paragraph 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 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° paragraphs 47°/1, 47°/2 and 47°/3 are inserted, drafted as follows:
"47°/1 holders of key functions: persons who exercise significant influence over the management of an establishment 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; 47°/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 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° paragraph 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° paragraph 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 the 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 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, where 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 paragraph 83, the following amendments are made:
a) in the introductory phrase of paragraph 1, the word "in particular" is inserted between the words "which 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 completed by paragraphs 95°, 96°, 97°, 98°, 99° and 100°, drafted as follows:
"95° penalty: a periodic pecuniary enforcement measure aimed at ending continuous breaches of the legal and regulatory provisions forming the legal status of supervision of credit institutions, including the provisions provided for by virtue of 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 bring themselves into compliance 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-based 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 the "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. At 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 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, modified by the law of 20 July 2022, whose current text will form paragraph 1, is completed 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 authorisation application, the authorities responsible for the supervision of the fight against money laundering and the financing of terrorism.
§ 3. When the authorisation application leads 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 the legislation adopted to transpose 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, as necessary and insofar as it is a different competent authority, with the supervisory authority on a consolidated basis designated pursuant to Article 171 and/or with the competent authority of the Member State where the financial company or mixed financial company is established."

Art. 55. At Article 14, paragraph 2 of the same law, the following amendments are made:
1° the first sentence is completed 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. At Article 14/1 of the same law, inserted by the law of 11 July 2021 and modified by the law of 20 July 2022, whose current text 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 established in a third country, which"; 2° the article is completed by a paragraph 2 drafted as follows:
"§ 2. By way of derogation from paragraph 1, on the basis of the request received pursuant to said paragraph, the supervisory authority may, after receiving an exemption request from a stock exchange company referred to in paragraph 1, exempt this stock exchange company from the obligation to obtain authorisation as a credit institution in accordance with Article 7. When it receives an exemption request, the supervisory authority informs the EBA. The supervisory authority rules on the exemption request, 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 organisational structure of the latter, the accounting practices in force within the group and the allocation 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 departs 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 completed 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 among 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, or in a third country subject to restrictive measures of the Union, and the supervisory authority considers that this affects the shareholder's ability to put in place the practices and processes required to comply with the requirements of the anti-money laundering and counter-terrorist financing framework."

Art. 58. At Article 19, § 1, of the same law, last modified 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 heads of independent control functions" and the words "are exclusively natural persons"; 2° paragraph 2 is completed 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 requirements of honourability, honesty and integrity. For the purpose of examining compliance with the requirements provided for in this article, the information communicated to the supervisory authority respects the regulatory technical standards adopted by the European Commission." 3° paragraph 3 is completed 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 the financing of terrorism 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 Counter-Terrorist Financing Authority and amending Regulations (EU) No 1093/2010, (EU) No 1094/2010 and (EU) No 1095/2010." 4° the paragraph is completed by a paragraph drafted as follows:
"In the framework of the assessment of honourability referred to in paragraph 2 of the persons concerned, the supervisory authority also consults the database of the European Banking Authority 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 modified by the law of 20 July 2022, point 1 is completed by the words "including the offences referred to in Article 505 of the Penal Code".

Art. 60. In Article 21, § 1, paragraph 1, of the same law, last modified by the law of 25 March 2025, the following amendments are made:
1° in point 3, the words "including the short, medium and long-term ESG risks, as well as the 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 "of the risks to which the establishment may be exposed," and the words "including the prevention of conflicts of interest"; 2° point 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 risks;".

Art. 61. Article 24, § 2, of the same law is completed 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 hold any other mandate within the decision-making bodies of the undertakings forming part of the group or the financial conglomerate."

Art. 62. Article 25, § 2, of the same law is completed 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 hold any other mandate within the decision-making bodies of the undertakings forming part of the group or the financial conglomerate."

Art. 63. In Article 26, paragraph 2, of the same law, modified by the law of 18 December 2015, point 3 is repealed.

[Art. 63] [64]. At Article 26/1 of the same law, inserted by the law of 20 December 2023, the following modifications are made:

1° the words "main 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 experiences, and the credit institution promotes, in a proportional manner and in accordance with the diversity policy referred to in Article 31, § 2, first paragraph, 1°, second paragraph, diversity and the balance between the sexes within said bodies."

[Art. 64] [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 furthermore communicated to it in good time and upon request."

[Art. 65] [66]. At Article 27 of the same law, last amended by the law of 20 July 2022, the following modifications 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 another committee.

The committees referred to in the first paragraph have an adequate number of independent directors as defined in Article 3, 83°, and in any case at least one. Furthermore, the audit committee has a majority of independent directors as defined in Article 3, 83°.

In addition, when the credit institution is of significant importance as defined in Article 3, 30°, the committees referred to in the first paragraph have a majority of independent directors as defined in 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 as defined in Article 3, 85°, or a financial conglomerate, and it does not qualify as a parent credit institution 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 of 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 as defined in 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 notably considered as material or a decision as having a material impact on the credit institution when it represents at least 5% of its total assets or when it may have a significant impact on its liquidity or solvency position or on its profitability."

[Art. 66] [67]. At Article 29 of the same law, the following modifications 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 regarding 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. 67] [68]. At Article 31, § 2, first paragraph, 1° of the same law, amended by the law of 11 July 2021, the following modifications are made:

1° a paragraph drafted as follows is inserted between the first and second paragraphs:

"For the purpose of complying with Article 26/1, the nomination committee calls upon a wide range of qualities and skills when recruiting members and promotes, in a proportional manner, diversity and the balance between the sexes within the statutory administrative body. To this end, the credit institution puts in place policies favorable 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. 68] [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, according to the modalities 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 performing independent control functions are independent of the operational units of the institution they supervise and have the necessary powers to properly perform 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. 69] [70]. At Article 36 of the same law, last amended by the law of 5 December 2017, the following modifications are made:

1° in the first paragraph, the first paragraph is supplemented by the following sentence:

"The compliance function assesses and aims to mitigate in particular compliance risk and ensures that the institution'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, the first paragraph is repealed.

[Art. 70] [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 all its significant decisions regarding risk management and controls the effective implementation of the risk strategy.

§ 2. The head of the risk management function is a member of the management committee whose only particular function for which he is individually responsible is this.

When the credit institution is not of significant importance as defined in Article 3, 30°, the supervisory authority may, by derogation from the first paragraph and without prejudice to Article 35, § 2, second paragraph, authorize that a staff member of the institution belonging to senior management assumes 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, without the latter assuming responsibility for the compliance function and provided that the exercise of the two functions concerned remains ensured separately."

[Art. 71] [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 as defined in Article 3, 30°, the supervisory authority may, by derogation from Article 37, § 2, first paragraph, and without prejudice to Article 35, § 2, second paragraph, authorize that the same person who is a member of the management committee or a staff member of the institution belonging to senior management, assumes 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 both control functions."

[Art. 72] [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 applicable, via the risk committee and this, at least once a year.

They may in particular inform him of concerns and warn him, where applicable, 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. 73] [74]. At Article 39 of the same law, last amended by the law of 20 July 2022, the following modifications are made:

1° paragraph 2 is supplemented by the following sentence:

"The internal audit function performs 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 applicable, 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 applicable, 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. 74] [75]. At Article 47 of the same law, last amended by the law of 20 July 2022, the following modifications 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 modifications in the capital structure envisaged lead to the simultaneous introduction of a request for approval or exemption from 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 in the law of the Member State to which the financial company or mixed financial company belongs, the assessment period referred to in paragraph 2 is suspended until the end of the approval or exemption procedure referred to in said articles."

[Art. 75] [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, second paragraph, 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 unfavorable opinion from these authorities is duly taken into consideration in the assessment and may constitute a reasonable ground for opposition."

[Art. 76] [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. 77] [78]. In Article 57, § 1 of the same law, the second paragraph 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, taking into account 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 as defined in Article 4, paragraph 1, point 145), of Regulation No 575/2013, this review will take place every two years."

[Art. 78] [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 to achieve climate neutrality as well as, where applicable for institutions active at the 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 the first paragraph are consistent with the plans referred to in Articles 3:6/3 and 3:32/2 of said Code and include, in particular, measures consistent with these plans regarding the business model and strategy of the credit institution.

§ 2. When the credit institution is small and non-complex as defined in 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 regulation adopted 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 concentration risk arising from exposures to central counterparties that offer services of substantial systemic importance for the Union or for one or more of its Member States."

[Art. 79] [80]. In Book II, Title II, Chapter III, Section II, of the same law, the title 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. 80] [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 office and then regularly, taking into account the requirements and expectations regarding supervision, 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, first paragraph.

§ 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, to the extent possible, the additional measures necessary to ensure that the person concerned is fit to perform the functions incumbent upon him."

[Art. 81] [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 dedicates 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. At Article 60 of the same law, last amended by the Law of 20 December 2023, the following amendments are made:

1° in paragraph 1, the following amendments are made:
a) in the first paragraph:

the words ", according to the procedures determined by it," are inserted between the words "previously the supervisory authority" and the words "of the nomination proposal";
the paragraph is completed by the words "and the financial director";
b) in the second paragraph, third dash, 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 paragraph is completed as follows:
"- the requirements provided for by Article 62 are respected regarding the persons whose nomination is proposed."

2° in paragraph 2, the first paragraph 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 only granted if the considered appointment ensures compliance with Articles 19 and 62 regarding the person concerned and with Article 26/1 regarding 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 amendments are made:
a) the first paragraph is completed by the following sentence: "In this case, the credit institution proceeds to a reassessment in accordance with Article 59/2, § 2."; b) in the second paragraph, the words "may perform" are replaced by the word "performs"; c) the second paragraph is completed by the following sentence: "For the purposes of controlling permanent compliance with Article 19, § 1, second paragraph, the supervisory authority makes use of the information referred to in Article 19, § 1, paragraphs 3 and 4."

Art. 84. In Article 61 of the same law, last amended by the Law of 27 June 2021, the words "persons who are" are removed in each instance.

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

1° in paragraph 2, the following amendments 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 ", number of following 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 paragraph is completed 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. 86. At Article 67, second paragraph, of the same law, last amended by the Law of 20 July 2022, the following amendments are made:

1° in 1°, the words "of 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 units";

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

Art. 87. In Article 75, § 1, of the same law, amended by the Law of 20 July 2020, a paragraph drafted as follows is inserted between paragraphs 1 and 2:
"For the purposes of the first paragraph, the supervisory authority may in particular:
1° require credit institutions to publish the information referred to in the Eighth Part of Regulation No 575/2013 more frequently than required by Articles 433 to 433quater of said Regulation; 2° set deadlines within which credit institutions, other than small and non-complex credit institutions within the meaning of 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 the purpose of their publication on the EBA website for centralized publications; 3° require credit institutions to use specific media and procedures for their publications, other than the EBA website for their centralized publications or their financial statements."

Art. 88. 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. 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. In Sub-section I, inserted by Article 89, an 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 in writing beforehand to the supervisory authority, mentioning the envisaged amount of its participation and the relevant information referred to in the second paragraph. For the purposes of the first paragraph, 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 paragraph, 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 proceed with the evaluation and which must be communicated at the time of the notification referred to in the first paragraph."

Art. 91. In the same Sub-section I, an 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 the possible subsequent receipt of the information referred to in the third paragraph, the supervisory authority acknowledges receipt in writing to the credit institution. The acknowledgment of receipt indicates the expiration date of the evaluation period. The evaluation 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 documents required in accordance with the list referred to in Article 76/1, second paragraph. The supervisory authority may, during the evaluation period, and no later than the fiftieth working day of the evaluation period, request additional information necessary to carry out the evaluation. 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 this request, the evaluation period is suspended. This suspension may not exceed twenty working days. The supervisory authority may make, beyond the deadline determined in accordance with the third paragraph, other requests to collect additional information or clarifications, without these requests giving rise to a suspension of the evaluation period. The supervisory authority may nevertheless extend the suspension referred to in the fourth paragraph 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 the supervision of the fight against money laundering and terrorist financing is necessary to carry out the evaluation referred to in Article 76/3, § 1. Without prejudice to paragraphs 4 and 5, when the envisaged acquisition leads 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 Article 212/3 or Article 212/2 respectively, or with the legislation adopted to transpose Article 21 bis, 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 the second paragraph is suspended until the end of the approval or exemption procedure referred to in said articles. If the envisaged acquisition concerns an acquisition referred to in Article 46, paragraph 1, of a qualifying participation in a Belgian credit institution or an acquisition of a qualifying participation in a credit institution subject to the law of another Member State, referred to in the legislation adopted to transpose Article 22, paragraph 1, of Directive 2013/36/EU into the law of that Member State, to which the evaluation period provided for in Article 47, paragraph 2, applies, or in the legislation adopted 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 evaluation in accordance with paragraph 2 does not end until the expiration of the last of the two relevant evaluation periods. Without prejudice to the provisions of this article and Article 76/3, § 1, second paragraph, when the supervisory authority has received several projects for the acquisition of significant participations concerning the same entity, it treats the acquiring candidates in a non-discriminatory manner."

Art. 92. In the same Sub-section I, an Article 76/3 is inserted, drafted as follows:
"Art. 76/3. § 1. In carrying out the evaluation 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 adopted in execution thereof, as well as Regulation No 575/2013 and other provisions of Union law directly applicable; b) the existence of reasonable grounds to suspect that the envisaged acquisition is linked to an operation or an attempt at money laundering or terrorist financing currently or previously underway, or that the envisaged acquisition could increase such risk. By way of exception, the supervisory authority may refrain from carrying out the evaluation referred to in the first paragraph 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 scheme referred to in Article 113, paragraph 7, of said Regulation. § 2. The supervisory authority may only oppose the envisaged acquisition if there are reasonable grounds to do so based on the criteria set out in paragraph 1, first paragraph, or if the information provided by the credit institution is incomplete despite a request made in virtue of Article 76/2, third paragraph. In particular, the supervisory authority does not examine the envisaged acquisition from the perspective of market economic needs. 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 evaluation provided for in paragraph 1, first paragraph, and before the end of the evaluation period. If, during the evaluation 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. In the same Sub-section I, an Article 76/4 is inserted, drafted as follows:
"Art. 76/4. § 1. The supervisory authority carries out the evaluation referred to in Article 76/3, § 1, first paragraph, in close consultation with any other competent supervisory authority, or, as the case may be, in consultation with the FSMA, if the envisaged acquisition concerns one of the following persons or establishments:
a) a credit institution, an insurance company, a reinsurance company, an investment firm, a management company for collective investment undertakings, or a management company for collective investment funds authorized in application of the law of another Member State, or, as the case may be, by the FSMA; b) the parent company of an entity referred to in a); c) a natural or legal person controlling an entity 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 evaluation. 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 evaluation and to ensure the consistency of its decision with that of the other competent supervisory authority or, as the case may be, the FSMA. In the cases referred to in the first paragraph, any decision of the supervisory authority therefore mentions any opinions or reservations formulated by the other competent supervisory authority or, as the case may be, the FSMA. In the case referred to in Article 76/2, sixth paragraph, the supervisory authority coordinates, as necessary and to the extent that it is a different competent authority, with the supervisory authority on a consolidated basis designated in application of Article 171 and/or with the competent authority of the Member State to which the financial company or mixed financial company belongs. § 2. To carry out the evaluation relating to the criterion set out in Article 76/3, § 1, first paragraph, b), 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 the receipt of the request for opinion. In its evaluation, the supervisory authority duly takes into consideration any unfavorable opinion from the aforementioned authorities, which may constitute for the supervisory authority a reasonable ground for opposition."

Art. 94. In the same Sub-section I, an 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 paragraph, notifies it in writing beforehand to the supervisory authority and communicates the amount of the participation in question."

Art. 95. In the same Sub-section I, an 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. 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. In Sub-section II, inserted by Article 96, an 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 Companies and Associations Code; 2° demerger: an operation referred to in Articles 12:4 to 12:6 or 12:8 of the Companies and Associations Code; 3° financial stakeholders: credit institutions, approved or designated financial companies, and approved or designated mixed financial 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 regarding 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 Companies and Associations Code. 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. In the same Sub-section II, an 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 it in writing to the supervisory authority.
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 quality 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 quality of the dissolved company but where the beneficiary company would be, at the end of the operation, 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 it in writing to the competent authority of the other Member State 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 quality of the dissolved company and where the beneficiary company would be, at the end of the operation, 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 from a financial stakeholder subject to the law of another Member State a notification 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 quality of the dissolved company but where the beneficiary company would be, at the end of the operation, a Belgian credit institution, financial company, or mixed financial 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 company, or mixed financial company. § 4. If the credit institution plans to carry out a demerger, it notifies it in writing to the supervisory authority. 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 quality 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 quality 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 conditions of the envisaged transaction and prior to the implementation of the envisaged transaction. It further 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 envisaged transaction, 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 envisaged transaction 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 envisaged transaction 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 envisaged transaction, and in particular with regard to the risks to which the credit institution is or may be exposed during and after the implementation of the envisaged transaction, as well as the risks to which the entity resulting from the envisaged transaction may be exposed, assesses the envisaged transaction with regard to the following criteria:

a) the honesty of the credit institution participating in the envisaged transaction; b) the financial soundness of the credit institution participating in the envisaged transaction, taking into account in particular the type of activities carried out and envisaged within the entity resulting from the envisaged transaction; c) the ability of the entity resulting from the envisaged transaction to meet and continue to meet the prudential obligations arising from this law and the regulations adopted for its implementation, 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 envisaged transaction; d) the realism and prudential soundness of the implementation plan for the envisaged transaction, in particular with regard to the management of risks related to the activities of the entity resulting from the envisaged transaction; e) the existence of reasonable grounds to suspect that the envisaged transaction is linked to an ongoing or past money laundering or terrorist financing operation, 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 envisaged transaction requires approval in accordance with Article 7 or authorization in accordance with Article 212/1.

Furthermore, the supervisory authority may, by way of exception, refrain from carrying out the assessment referred to in paragraph 1 when the envisaged transaction is a merger involving only financial stakeholders of the same group, including federations of credit institutions.

§ 2. The envisaged transaction may not be implemented before authorization by the supervisory authority.

However, if the envisaged transaction 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, the latter has not opposed the envisaged transaction in writing.

§ 3. The supervisory authority may refuse 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 envisaged transaction from the perspective of market economic needs.

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 legality of the acts and legal 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 the condition that the envisaged transaction must be concluded within a maximum period to its decision.

The supervisory authority ensures appropriate monitoring of the implementation plan referred to in paragraph 1, first paragraph, d), until the implementation of the envisaged transaction."

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 applicable, in consultation with the FSMA, if the envisaged transaction also involves 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 applicable, by the FSMA; b) the parent company 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 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 paragraph 1, the decision of the supervisory authority mentions any opinions or reservations formulated by the other competent supervisory authority or, where applicable, the FSMA.

§ 2. To carry out the assessment regarding 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 the receipt of the request for an opinion. In its assessment, the supervisory authority duly takes into account any unfavorable opinion from the aforementioned authorities, which may constitute reasonable grounds for opposing the envisaged transaction."

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 an envisaged transaction involving a credit institution, the supervisory authority cooperates closely with that other competent authority. To this end, the supervisory authority exchanges, as soon as possible, with that authority any relevant or essential information for the assessment of an envisaged transaction by the other competent authority and expresses any opinions or reservations regarding 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 implementing an envisaged transaction referred to in Article 76/8 without the prior authorization of the supervisory authority referred to in Article 76/11, the supervisory authority takes appropriate measures without delay, including 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 is inserted, entitled "Significant transfers of assets or liabilities."

Art. 106. In the 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 the supervisory authority in writing in advance of any significant transfer or any significant acquisition of assets or liabilities it carries out by means of a sale or another transaction, 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 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 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 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 estate 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 within the framework of the use of resolution instruments, powers, and 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 appropriate measures without delay, including 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, entitled:

"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 sentence, the words "Are subject to the prior authorization of the supervisory authority:" are replaced by the words "With the exception of decisions for which the prior authorization of the supervisory authority is already required under the provisions of this law, its implementing decrees and regulations, and Regulation No 575/2013, or a competent authority of another Member State under legislation transposing Directive 2013/36/EU in that Member State or Regulation No 575/2013, and in particular 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, entitled "Enforceability 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 replaced each time by the words "to Sub-sections II and IV of the present 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, paragraph 3, first sentence, 4 and 5 apply."; 2° in paragraph 3, the second sentence is replaced by the following:
"Article 87, paragraph 2, applies."

Art. 114. Article 94, § 2, paragraph 2, of the same law is completed by the following sentence:

"In particular, short, medium, and long-term horizons 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 applicable,"; 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 paragraph 3, worded as follows:

"§ 3. In an emergency situation as defined in 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 that 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 course of its mission, the supervisory authority may set requirements as conditions for a decision, in particular the granting of an authorization, approval, or exemption, taken in application:

a) of this law or decrees or regulations adopted for its implementation; b) of Regulation No 575/2013, Regulation No 600/2014, Regulation 2017/565, 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 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)."

Art. 118. Article 135 of the same law, amended by the law of 25 October 2016, is completed by the following paragraph:

"The powers referred to in paragraphs 1 and 2 also cover access to 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 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, paragraph 1 of the same law, inserted by the law of 21 November 2017, the words "communicated or" are inserted between the words "may not be" and the words "disclosed by 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 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 format allowing data extraction within the meaning of Article 2, point 3), of Regulation 2023/2859 or, when Union law requires, 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 statement 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 concerned 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 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 collection 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 institutions 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, non-European EISm, or EISm entity within the meaning of Regulation No 575/2013; 2° the credit institution does not qualify as a domestic EISm within the meaning of Articles 12, paragraph 3, and 14 of Annex IV; 3° the credit institution is part of a group whose parent institution 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 for certain types of enterprises, 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 regarding 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. At Article 143, § 1, of the same law, as amended by the Law of 11 July 2021, the following amendments are made:

1° item 10°, repealed by the Law of 11 July 2021, is restored in the following wording:
"10° the extent to which the credit institution has put in place appropriate policies and executed appropriate operational measures concerning the quantifiable intermediate targets and milestones set out in the plans to be drawn up in accordance with Article 57/1, § 1;"

2° the paragraph is supplemented by items 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 on the basis of 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 out in these plans. Furthermore, the supervisory authority evaluates 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 crypto-asset services, including the institution's policies and procedures for risk identification, as well as the adequacy of the results of the assessments referred to in Article 1, § 4/1, and Article 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 book using an internal market risk model, back-testing or profit and loss attribution evaluation results indicate that the 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. At Article 147 of the same law, as amended by the Law of 11 July 2021, the following amendments are made:

1° paragraph 1 is replaced by the following:
"§ 1. Credit institutions authorized to use internal approaches for calculating exposure-weighted amounts or capital requirements communicate to the supervisory authority the results of their calculations regarding their exposures or positions 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 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 that 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 applying the standard approach provided for in Part Three, Title II, Chapter 2, of that 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 prepare 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 assess assets and off-balance sheet items and determine their own funds in accordance with international accounting standards under Article 24, paragraph 2, of Regulation No 575/2013; 3° said institutions assess 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 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 amendments are made:
a) in the introductory phrase, 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 item 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 covered by this article, and consequently, 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 whom they turn 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 to adopt 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. At Article 150/2 of the same law, inserted by the Law of 11 July 2021, the following amendments 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 circumstance that a credit institution becomes constrained by the floor on total loss-absorbing capacity set by Article 92, paragraph 3, of Regulation No 575/2013 cannot imply an increase in the nominal amount of additional own funds 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 assessment process, the additional own funds 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 counting twice the risks already fully covered by the fact that the institution is constrained by the floor on total loss-absorbing capacity. 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 floor on total loss-absorbing capacity 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 that Regulation. For the purposes of Article 150, § 1, 1°, as long as a credit institution is constrained by the floor on total loss-absorbing capacity, the supervisory authority does not impose additional own fund requirements that would amount to counting twice the risks already fully covered by the fact that the institution is constrained by the floor on total loss-absorbing capacity."

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 floor on total loss-absorbing capacity, the supervisory authority may review the additional own fund 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. At Article 164 of the same law, last amended by the Law of 11 July 2021, the following amendments are made:

1° in paragraph 1, item 3, a), the words ", a financial institution, an ancillary services company" are replaced by the words "or a financial institution";

2° in paragraph 1, item 4° is repealed;

3° in paragraph 2, items 1° and 2°, the words ", a financial institution or an ancillary services company" are each time replaced by the words "or a financial institution".

4° in paragraph 3, item 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 companies, 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 investment funds meeting the conditions of Directive 2009/65/EC and on credit investment funds, Regulation No 575/2013 and Regulation 2019/2033 of the European Parliament and of the Council of 27 November 2019 on prudential requirements applicable to investment firms and amending Regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014, 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 of which the aforementioned laws ensure transposition and the implementing acts adopted under the aforementioned regulations, under the European directives of which the aforementioned laws ensure transposition or under the aforementioned delegated acts, with the exception of provisions relating to the supplementary supervision of regulated companies forming part of a financial conglomerate, and the comparable national supervision 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 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 responsible for consolidated supervision, applies to Belgian parent credit institutions, to Belgian credit institutions designated by law".

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, subject to the conclusion of 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 has 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 company of a credit institution subject to the law of another Member State, the supervisory authority may, subject to the conclusion of 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. At Article 178, § 4, of the same law, last amended by the Law of 11 July 2021, the following amendments are made:

1° item 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 company concerned by the consolidated supervision exercised by the supervisory authority in its capacity as consolidated supervisory authority are 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 as soon as possible and the authorities referred to in Article 36/14, § 1, 1°, paragraphs 2 and 3, of the Law of 22 February 1998, 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 significant participations".

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

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 significant participation within the meaning of Article 76/1, if the threshold referred to in the second paragraph of that article is exceeded on the basis of the consolidated situation of the group and if the supervisory authority has not been designated as the consolidated supervisory authority in accordance with Article 171, the supervisory authority and the consolidated supervisory authority 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 supervisory authority, and references to Article 76/6 as references to the supervisory authority. Article 76/3, § 2, third 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 proposed acquisition and the proposed decision have been communicated to the supervisory authority by the consolidated supervisory authority, the two authorities do everything possible to reach the duly documented and reasoned joint decision referred to in paragraph 1 within a period of two months from the receipt of the assessment prepared by the consolidated supervisory authority. If no agreement enabling 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 proposed acquisition to the consolidated supervisory authority 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 supervisory authority."

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

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 supervisory authority 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 proposed significant participation acquisition 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 proposed acquisition as well as the proposed decision to the competent authority of the Member State to which the credit institution belongs. The two authorities do everything possible to reach a duly documented and reasoned 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 enabling 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. entitled "Acquisitions of significant participations by financial companies and approved or designated mixed financial companies subject to the law of another Member State when the supervisory authority has been designated as the consolidated supervisory authority in accordance with Article 171" is inserted.

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

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

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

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

Art. 144. Article 193, § 1, paragraph 1, 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 undertakings" are replaced by the words "Belgian parent credit institutions and Belgian designated credit institutions".

Art. [146]. In Article 210, § 1, 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 Law" are replaced by the words "Articles 220, 221, 223, 224 and 225, paragraphs 2 to 5 of this Law".

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

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

§ 2. In addition, the following articles of this Law apply mutatis mutandis to all Belgian approved and designated financial companies and mixed financial companies: Article 23, paragraph 1, 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 legal administrative body, and §§ 3 and 4, Articles 26, 26/1, 59/1, 59/2, § 1, 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.

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

§ 3. When an approved or designated financial company or mixed financial company has decided to acquire, directly or indirectly, a significant participation 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 supervisory authority 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 supervisory authority pursuant to Article 171 for the supervision of the group to which the approved or designated financial company or mixed financial company belongs, the financial company or mixed financial company concerned shall previously notify in writing to the consolidated supervisory authority the size of the envisaged participation 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 company or mixed financial company has decided to cease holding, directly or indirectly, a significant participation within the meaning of Article 76/1, paragraph 1, and when the supervisory authority has been designated as the consolidated supervisory authority pursuant to Article 171, Articles 76/5 and 76/6 apply mutatis mutandis.

When the supervisory authority has not been designated as the consolidated supervisory authority pursuant to Article 171 for the supervision of the group to which the approved or designated financial company or mixed financial company belongs, the financial company or mixed financial company concerned must previously notify in writing to the consolidated supervisory authority the size of the participation 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]. In Article 212/1 of the same law, inserted by the Law of 11 July 2021, of which the current text will form paragraph 1, the following modifications are made:

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

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

"§ 2. The supervisory authority shall regularly and at least once a year, examine the parent undertakings of Belgian credit institutions in order to verify whether said credit institutions, undertakings applying for approval in application of Article 8, or designated credit institutions or designated financial companies or mixed financial companies, have correctly identified any undertaking that meets the criteria to be considered as a financial parent company in a Member State, a mixed financial parent company in a Member State, a financial parent company in the EEA or a mixed financial parent company in the EEA.

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

Art. [149]. In Article 212/2, § 1, 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]. In Article 212/4 of the same law, inserted by the Law of 11 July 2021, the following modifications are made:

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

2° paragraph 2 is replaced by the following:

"The decision referred to in paragraph 1 is duly documented and reasoned and is notified by the supervisory authority to the financial company or mixed financial 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 allow, on a case-by-case basis, that exempt financial companies or mixed financial 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 company or mixed financial company has no exposures to equities other than the exposure to equities in the subsidiary credit institution or in an intermediate financial parent company or intermediate mixed financial company controlling the subsidiary credit institution; c) the financial company or mixed financial 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 parent company or intermediate mixed financial company controlling the subsidiary credit institution."

Art. [152]. In Article 212/8, § 1, 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, the references to the supervisory authority in Articles 212/3, 212/4, paragraph 1" are replaced by the words ", 212/4/1 and 212/7. For these purposes, the references to the supervisory authority in Articles 212/3, 212/4, paragraph 1, 212/4/1";

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

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

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

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

3° in paragraph 1, 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, § 1.";

4° in paragraph 1, 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 company or mixed financial 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. § 1. The supervisory authority shall establish, and update annually, lists of Belgian approved financial companies and mixed financial companies exempted from approval. When an exemption from approval has been granted, the lists shall also indicate the designated credit institution or the designated financial company or mixed financial company.

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

It shall communicate 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 appointment 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 appointment, at least two months before the planned date of the proposal for appointment submitted to the body competent for their nomination and, where applicable, to the works council. In the event of the appointment of an approved audit firm, the agreement shall cover both 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 of its audit mandates, the size and organization of its firm, its knowledge, its professional experience and its skills, including its ability to exercise critical judgment and to form a professional opinion, taking into consideration the size of the credit institution within which it would be appointed, 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 shall be deemed 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 body shall make its choice from a list of approved auditors established by the supervisory authority."

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

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

"In addition, the supervisory authority may require the credit institution to establish, within the time limits set and at the latest within a period of one year, a compliance plan with the requirements provided for by or pursuant to the provisions referred to in paragraph 1 and to set a deadline for the implementation of this plan. The supervisory authority may require improvements to said plan, particularly 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 enhancement of the organizational measures implemented and an adaptation of the policy regarding the capital and liquidity needs of the institution in accordance with the provisions of this Law;";

3° in paragraph 2, 7°, the words "the institution restricts or limits its activities, including with regard to 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 in particular impose that the institution reduce its exposures to a central counterparty or that it 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 set out in the plans referred to in Article 57/1, § 1;

11° /2 require the institution to conduct stress tests or scenario analyses in order to assess 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 shall be 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 the majorities required by said resolutions would not have been met;";

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

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

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

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

Art. [159]. In Article 236/1, § 2, of the same law, inserted by the Law of 20 July 2022, paragraph 1 is supplemented by the words "and that the requirements provided for in Article 19, § 1, paragraph 2, are not applicable 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, § 1, 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, § 1, paragraph 1, 1° is met and that the resolution authority has confirmed to it that the condition provided for in Article 244, § 1, paragraph 1, 2°, is met without the condition provided for in Article 244, § 1, paragraph 1, 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 shall take into account, within the framework of its discretionary power, in addition to the effectiveness and proportionality of the measures, all the relevant circumstances of the specific case and, in particular, 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 the deletion or revocation of the authorization of a credit institution in application of the provisions of this Law, the latter shall remain 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 institution, and this as long as it remains subject to this Law."

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 with regard to the central body, the status of member of the legal administrative body or of the effective management of an affiliated institution does not in itself constitute an obstacle preventing acting with complete independence of mind;".

Art. 164. 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 shall 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 shall be communicated in a data extraction format within the meaning of Article 2, point 3), of Regulation 2023/2859 or, where Union law requires it, in a machine-readable format within the meaning of Article 2, point 4), of that Regulation, and shall be accompanied by the metadata referred to in Article 136/3, § 1, second paragraph.

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

The resolution authority shall communicate the information concerned 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 shall communicate to the European Single Access Point (ESAP) established under that Regulation the information published pursuant to Articles 244/2, § 8, second paragraph, 281 and 295, first paragraph.

The resolution authority shall communicate this information in a data extraction format 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. In Article 326, § 2, first paragraph, of the same law, last amended by the Law of 20 July 2022, 1° and 2° are repealed.

Art. 166. 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 entitled "Scope and definitions" is inserted.

Art. 167. 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 adopted 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 Bank may specify, on a case-by-case basis, for which provisions of this Title the intermediate or ultimate parent undertakings of that 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. 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 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 shall not apply to the undertaking subject to the law of a third country which, in Belgium:

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

a) approaches the undertaking on its own initiative for the performance of this activity, whether it be a professional client 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 that 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 performance 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 that the client or counterparty had requested, other than through an authorized third-country branch in accordance with this Title.

The possibility of offering services pursuant to 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), shall not apply when an undertaking subject to the law of a third country approaches 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 that undertaking or through any other person acting on behalf of that entity."

Art. 169. 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. 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 shall 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. In Book III, Title II, Chapter I, Section II entitled "Classification of third-country branches and eligible third-country branches" is inserted.

Art. 172. 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 Bank shall update 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 shall immediately be considered to fall under Category 2;

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

Art. 173. 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 to which the parent undertaking is subject 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 the law of 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. In Book III, Title II, Chapter I of the same law, Section III entitled "Authorization procedure and conditions" is inserted.

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

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

1° Articles 8, 9, 12 and 13, provided that:

a) the Bank shall have exclusive competence to rule on the authorization application;

b) the program of activities shall specify 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 shall apply to the parent undertaking;

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

§ 2. When it receives an authorization application, the Bank shall assess, 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.

Where 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 Bank shall request the European Commission to assess 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 Bank shall classify the third-country branch in Category 1 pending the adoption by the European Commission of a decision pursuant to Article 48ter, paragraph 2, of Directive 2013/36/EU."

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

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

1° Article 15, provided that the reference to the conditions for the exercise of activities set out in Article 15 shall be read as a reference to the conditions for the exercise of activities referred to in Chapter II of this Title;

2° Article 16, provided that Article 16 shall apply 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, provided that the reference to Article 18 shall apply to the parent undertaking and the reference to Articles 19 to 22 shall apply to the third-country branch. The Bank may require Category 1 branches to set up a local management committee to ensure adequate governance;

4° Articles 27, first paragraph, 3° and 30, provided that it must be demonstrated how these provisions will be complied with with regard to the third-country branch;

5° Articles 35 to 40, provided that the Bank may exempt Category 2 branches from the obligation to designate heads of independent control functions who meet the requirements of this law, taking into account the size, internal organization, nature, scope and complexity of the activities of the branch;

6° Articles 41 and 42/1, insofar as 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 and/or investor protection system in its home country to a degree at least equivalent to that resulting from the Belgian deposit protection and/or investor protection system with regard to covered assets and the level of coverage provided."

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

"Art. 334/7. § 1. In addition, the 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 competent authority of the third country has been previously consulted by the Bank, and has been informed of the authorization application and has had access to the related documents, including the program of activities of the branch;

3° the Bank must be able to exercise effective supervision of the activities of the third-country branch. It must have access to the necessary information concerning the parent undertaking from the competent authority of the third country, and must be able to effectively coordinate the exercise of its supervisory mission with that of the competent authority of the third country, particularly in times of crisis or financial difficulties affecting the parent undertaking, its group or the financial system of the third country. To this end, the Bank shall conclude a cooperation agreement with the competent authority of the third country in advance. This agreement shall be based on the model administrative agreements drawn up by the EBA pursuant to Article 33, paragraph 5, of Regulation (EU) No 1093/2010. The Bank shall notify 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 Bank shall consult in advance the authority responsible for supervising the fight against money laundering and terrorist financing, which must attest that it has no objection to the fulfillment of this condition;

6° the legislation and practices of the competent third-country authority that granted authorization to the parent undertaking in its home country are in compliance 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 in accordance with the standards set out in Article 26 of the OECD Model Tax Convention on Income and on Capital regarding the avoidance of double taxation of income and capital and ensuring an effective exchange of information in tax matters, including, where applicable, a multilateral agreement in accordance with that Article 26.

§ 2. The Bank's decision to grant authorization to a third-country branch shall expressly recall the prohibition concerning third-country branches referred to in Article 334/1."

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

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

1° the parent undertaking or the group of which it is a 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 fail to meet 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 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 formation of a Belgian law company. This decision of the Bank may take into account the following criteria in particular:

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

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

"Art. 334/9. § 1. The Bank shall notify 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 the third-country branches, as communicated periodically to the Bank;

3° the name under which the third-country group to which the third-country branch belongs presents itself.

§ 2. When third-country branches authorized under this Title provide investment services and/or activities or ancillary services in Belgium, the Bank shall communicate to the European Securities and Markets Authority, at its 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 the services provided and activities carried out by the third-country branches;

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

4° the name under which the third-country group to which the third-country branch belongs presents itself.

§ 3. When a third-country branch authorized under this Title carries out investment activities and/or provides investment services or ancillary services, the Bank shall cooperate 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 the supervision of credit institutions and branches of credit institutions, investment firms and branches of investment firms belonging to the group to which the branch belongs, with a view to 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 adopted for the transposition of Directive 2013/36/EU, Directive 2014/65/EU and Directive 2019/2034 in the Member States to which those authorities belong, as well as the acts adopted for their implementation."

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

"Chapter II. Conditions for the exercise of activities".

Art. 181. In Book III, Title II, Chapter II of the same law, Section I comprising Article 335, entitled "General provisions", is inserted.

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

"Art. 335. Article 45 shall apply, provided that reference shall be made to the conditions which, pursuant to Article 334/6, apply to third-country branches."

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

[Art. 184] Art. 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 equal in amount 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 governed by 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 cannot, 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 cannot 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, drafted 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 governed by 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, drafted 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 hold attachable assets in Belgium in an amount corresponding to the amount of deposits covered by the deposit guarantee 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 hold 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 right of co-ownership 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 respect 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, drafted 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 managers 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 managers 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 managers 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 changes 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, drafted 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, drafted 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, drafted 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 concerning:
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 purposes 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 changes 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 to the Bank the following information on 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 parent undertaking's compliance with 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 supervisory reviews 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 all 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 based on passive cross-border services in accordance with Article 334, § 2, 1°, a), or the provisions transposing Article 21quater of Directive (EU) 2013/36/EU.

The Bank may exempt eligible third-country branches referred to in Article 334/4 entirely or partially 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, drafted as follows:

"Art. 336/7. When third-country branches carry out 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 carried out 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 previous 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 provisions taken to protect investors who may rely on the services 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 containing 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 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 cross-border services in other Member States, as referred to in Article 334/1.

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

[Art. 196] In Book III, Title II, Chapter III of the same law, Section II containing Articles 337/1 and 338, entitled "Supervisory review and evaluation 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 in 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 regarding 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 to commit money laundering or terrorist financing is taking place or has taken place 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 each other and immediately communicate their joint assessment to the EBA, without prejudice to the application of any measures 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 containing 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 supervision and evaluation 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 of operations arrangements;

4° reducing the inherent risk of 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 also empowered to impose any other measure provided for in Article 234, § 2."

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

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

"Art. 339. § 1. The third-country branch is subject to the evaluation 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 declared assets in accordance with Article 336/6, § 2, of at least 40 billion euros:

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

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

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 evaluates whether the third-country branch referred to in paragraph 1 is systemically important and poses significant risks to the financial stability of the Union or to that 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 of 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 operations or activities of the third-country branch 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 resolution or liquidation, based on information communicated 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 necessary, to address the risks identified in the evaluation 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 as posing excessive risk to the financial stability of the Union or to that of Belgium;

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

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

"Art. 339/1. § 1. Within the framework of the evaluation 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 their best endeavours to reach a consensus on the assessment of systemic importance and, where applicable, on the targeted requirements referred to in Article 339, § 3, at the latest 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 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 their best endeavours to reach a consensus on the assessment and, where applicable, on the targeted requirements referred to in paragraph 4 of said Article 48 undecies, at the latest three months from the date on which it has raised an objection."

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

"Art. 339/2. § 1. The Bank may require the parent undertaking to form 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 relating to intragroup financing operations and the provision of 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 systemically important 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 shall take 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 application of the measures provided for in Article 339, § 3, or when the Bank can justify that these measures would be insufficient to remedy 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, Section V is inserted, titled "Cooperation between competent authorities and colleges of competent authorities."

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

"Art. 339/3. § 1. The Bank shall cooperate closely and exchange information with the competent authorities responsible for the supervision of other third-country branches and subsidiaries of the same third-country group. The Bank shall conclude, 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 the subsidiaries of a third-country group, the Category 1 branches of the same group are included in the scope of supervision exercised by that 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 for 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 recognized assets.

§ 4. Within colleges of competent authorities and in addition to the tasks referred to in Article 178, the Bank, in its capacity as the lead supervisor, shall also exercise, 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 supervision and evaluation process referred to in Articles 337/1 and 338 or in 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 in 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 the colleges of competent authorities established by the lead authority."

Art. 207. In the same Section V, Article 339/4 is inserted, drafted 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, Section VI is inserted, titled "Revised Control."

Art. 209. In Section VI, inserted by Article 208, Article 339/5 is inserted, drafted 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 is applicable 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 are applicable, provided 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 ongoing compliance by the third-country branch with 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 ongoing 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 are applicable, provided 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 taken 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 towards its parent undertaking or entities of the group to which the parent undertaking belongs. The Bank may also 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, drafted 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 during the coming twelve months. The third-country branch shall inform the Bank without delay of the occurrence of such circumstances;

3° there are reasonable grounds to suspect that a money laundering or terrorist financing operation or attempt is in progress 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 form 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 6° and 7° drafted 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 under Belgian or foreign law, or
for an acquirer or transferee of a qualifying holding in a credit institution, or
for members of the statutory administrative body, members of the management committee, and other persons participating in effective management, holders of key functions, 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 deadline within which:
1° he/she/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° he/she/they must make the necessary adaptations to the organizational framework or to the policy concerning the institution's capital needs and liquidity management. This injunction is applicable to branches of credit institutions subject to another Member State only regarding a breach of one of the obligations referred to in Article 315; 3° he/she/they must comply with a requirement imposed by the supervisory authority under the provisions referred to in 1°; 4° he/she/they must comply with the requirements set by the supervisory authority as conditions for a decision taken under the provisions referred to in 1°, including the granting of an authorization or a derogation; 5° he/she/they must comply with the specific provisions of the Law of 27 March 2020 empowering the King to grant State guarantees for certain credits in combating the consequences of the coronavirus and amending the Law of 25 April 2014 on the status and supervision of credit institutions and stock exchange companies and the measures taken to implement them, or of Article 27 of the Law of 20 July 2020 granting State guarantees for certain credits to SMEs in combating the consequences of the coronavirus and amending the Law of 25 April 2014 on the status and supervision of credit institutions and stock exchange companies and its implementing measures.

§ 2. If the entity or person referred to in paragraph 1 remains in default upon the expiration of the deadline, the Bank, where applicable at the request of the European Central Bank, may, after hearing the entity or person or at least summoning them, impose, for a maximum period of six months, a daily penalty of:
1° in the case of a legal entity, 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 subsequent date.

§ 2/1. Subject to procedural constraints arising from general principles of law, when it deems it justified given the particularities of the case, the Bank may impose a penalty within the limits referred to in paragraph 2 for the situations of breach 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 determined 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 amendments are made:
1° in paragraph 1, the following amendments 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 given the particularities 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 holders of key functions, 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 amendments are made:
a) in paragraph 1, the words "during the previous financial year" are repealed; b) paragraph 4 is repealed; 3° 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 general interest objectives."; 4° in paragraph 4, the following amendments are made:
a) the words "The amount of the fine is determined in particular based on" are replaced by the words "In addition to being effective, proportionate, and dissuasive, the amount of the fine is determined in particular based on:"; b) the paragraph is completed by an 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 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 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 Article 136/3, § 1, paragraph 2, 1°, 4°, and 5°, and, if available, 2°."

Art. 216. In the same law, 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 the prudential information to be provided by institutions, and repealing Implementing Regulation (EU) No 680/2014:
1° interest income;
2° interest expense;
3° charges on share capital repayable on demand; 4° dividends; 5° fee and commission income; 6° fee and commission expense; 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, paragraph 2, the calculation base consists of the most recent annual prudential financial information resulting in an indicator greater than zero. When the concerned legal entity 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 the prudential information to be provided by institutions, and repealing Implementing Regulation (EU) No 680/2014, the total annual net turnover to be taken into account is the total annual net turnover or the corresponding type of revenue according to the applicable accounting framework. When the concerned company is part of a group, the total annual net turnover to be taken into account is the total annual net turnover resulting from the consolidated accounts of the ultimate parent company."

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 statutory administrative body or persons in charge of effective management who violate Articles 72; 74, 77, paragraph 1, 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, paragraph 1 of the same law, the words "of the credit institution," are inserted between the words "Any information regarding the offense of this law or one of the legislations referred to in Article 20 against" and the words "of members of the statutory administrative body, of 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 amendments are made:
1° paragraph 1 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 favorable opinion of the supervisory authority."; 2° the article whose current text 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 designated 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 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 him by the supervisory authority and must, in addition, inform the latter proactively of the progress of his mission. § 3. The supervisory authority informs without delay the supervisory authorities of other Member States where the credit institution has a branch or, under Article 90, provides services, of any dissolution as well as its concrete possible effects."

Art. 220. In Article 378, § 1 of the same law, amended by the Law of 2 May 2019, the words "and except cases of citation made under Article 291/1" are inserted between the words "except 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, whose current text will form paragraph 1, is completed by a paragraph 2, drafted as follows:
" § 2. When they publish 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 machine-readable format for data extraction within the meaning of Article 2, point 3), of Regulation 2023/2859 or, when Union law requires, 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, paragraph 2. For the purposes of this paragraph, group entities obtain a legal entity identifier as referred to in Article 136/3, § 1, paragraph 2, 2°. The supervisory authority communicates the concerned information 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, 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 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 amendments are made:
1° in paragraph 2, the second dash is completed by the following sentence:
"Regarding 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 under 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, last amended by the Law of 20 July 2022, the following amendments are made:
1° 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 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 calculating capital requirements for portfolios of positions in the trading book, and for calculating capital requirements related to default risk, provided that these institutions' exposures to default risk are substantial in absolute value and that said institutions hold a high number of substantial positions in debt or equity securities issued by 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 associated with 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, paragraph 2 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, paragraph 1, 1°," are replaced by the words "Credit institutions".

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

Art. 228. In Section X of Annex I of the same law, inserted by Article 227, Article 10 is inserted, drafted as follows:
"Art. 10. § 1. Credit institutions have, within their governance framework 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 paragraph 1 are proportionate to the scale, nature, and complexity of the institution's ESG risks and 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 containing quantifiable objectives and processes for monitoring and treating ESG risks in the short, medium, and long term, which must be developed in accordance with Article 57/1, § 1. This evaluation takes into account the sustainability-related 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 within the supervisory review and evaluation process. Where applicable, for the purposes of the evaluation referred to in paragraph 1, the supervisory authority may collaborate 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 in each instance by the words "effective fixed remuneration".

Art. 230. In Article 3 of Annex II of the same law, paragraph 2 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, paragraph 2 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 amendments 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 according to the methodology referred to in paragraph 1, paragraph 1."; 2° in paragraph 3, the introductory sentence is replaced by the following:
"Without prejudice to Article 12 of this Annex and paragraph 1, paragraph 2, of this article, the Bank may adjust the allocation to a sub-category of EISm referred to in paragraph 1, paragraph 2, if it considers that it does not reflect the systemic importance of the concerned entity and".

Art. 233. In Article 14 of Annex IV of the same law, replaced by the Law of 11 July 2021, the following amendments are made:
1° in paragraph 3, a c) is inserted, drafted as follows:
"c) when a domestic EIS becomes constrained by the capital floor, the requirement for the domestic EIS buffer is reviewed, at the latest on the date of the annual revision 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 paragraph 2 of this article," are inserted before the words "A domestic EIS, 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 requirement for systemic or macroprudential risk or a Common Equity Tier 1 capital buffer requirement for EISm or for domestic EIS results in the 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, paragraph 1 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 why reallocations to another sub-category have, or have not, been decided, where applicable, in accordance with Article 13, § 3, are addressed 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 modifications 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 amount 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 CCAR".

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 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. - Modifications of 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 centralized access to published 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 body within the meaning of Article 2, point 2) of Regulation 2023/2859. The information is communicated in a data extraction format within the meaning of Article 2, point 3), of Regulation 2023/2859 or, when 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 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, 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 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 that Regulation, the information published under Articles 613 and 619. The Bank communicates this information in a 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 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 insurance or reinsurance undertakings, when such information concerns these 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 statutory auditors and approved alternate statutory 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 competent body 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 organization of their firm, their knowledge, their professional experience, and their 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 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 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 regarding 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 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 regarding the offense under this law or one of the legislations referred to in Article 20 of the law of 25 April 2014 against" and the words "members of the legal administrative body".

CHAPTER XII. - Modifications 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

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° 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 centralized access to published 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 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 in 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 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 in 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 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 in 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 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 in 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 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 in Article 7, paragraph 4, point c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

CHAPTER XIII. - Modifications of the Law of 7 December 2016 on the organization of the profession and public supervision of statutory auditors

Art. 257. Article 3 of the Law of 7 December 2016 on the organization of the profession and public supervision of statutory 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 centralized access to published 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° 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 purposes of making the information referred to in Article 13 of Regulation 537/2014 accessible on the ESAP, the College is designated as a collecting body within the meaning of Article 2, point 2) of the ESAP Regulation.
§ 3. For the purposes of making the data included in the public register of statutory 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 data extraction format.
The information is accompanied by the following metadata:
i) all names of the statutory auditor, the statutory auditor, or the audit firm to which the information relates; ii) if available, the legal entity identifier of the statutory 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 in 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 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 statutory auditor, the statutory auditor, or the audit firm to which the information relates; ii) if available, the legal entity identifier of the statutory 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 in Article 7, paragraph 4, point c), of the ESAP Regulation; iv) a statement specifying whether the information contains personal data."

CHAPTER XIV. - Modifications of 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 points 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 centralised access to publicly available 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 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; 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 re-use 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 the 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 it 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 the 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 the 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 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 the 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 the 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 1st/1 is inserted, drafted as follows:

"§ 1st/1. Market operators and investment firms transmit the information referred to in paragraph 1st 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 the 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 the 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, § 1st, 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 "may not 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 proposal for appointment, at least two months before the scheduled date of the proposal for appointment 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 organisation of their firm, their knowledge, their professional experience and their skills, including their ability to exercise critical judgment and to form a professional opinion, taking into consideration the size of the payment institution within which they would be appointed, the nature and complexity of its activities, as well as the independence of the candidate from that institution. If the Bank does not rule within the aforementioned period, the agreement is deemed to have been obtained. 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. 270. Article 119 of the same law, the current text of which will form paragraph 1st, is supplemented by paragraph 2 drafted as follows:

"§ 2. In the event of the removal or revocation of the authorisation of a payment institution under the provisions of this law, it remains qualified as a payment institution for the purposes of the application of 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 offence under this law or one of the laws 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 "may not 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 1st, is supplemented by paragraph 2 drafted as follows:

"§ 2. In the event of the removal or revocation of the authorisation of an electronic money institution under the provisions of this law, it remains qualified as an electronic money institution for the purposes of the application of 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 offence under this law or one of the laws 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 transferable securities and on the admission of transferable securities to trading on regulated markets

Art. 276. In Book V/1 of the Law of 11 July 2018 on public offers of transferable securities and on the admission of transferable securities to trading on regulated markets, 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 relating to pre-issuance referred to in Article 20 of Regulation 2023/2631 and periodic publications of information relating to post-issuance referred to in Article 21 of the said Regulation accessible on the ESAP, the FSMA is designated as a 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 centralised access to publicly available 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 1st, § 3, first paragraph, 2°, b)" are replaced by the words "Article 1st, § 3, first paragraphs 1st, 2°, b), and 3"; 2° a second paragraph is inserted, drafted as follows:
"By way of exception to paragraph 1st, investment companies of Belgian or foreign law that meet the conditions of Article 1st, § 3, first paragraphs 1st, 2°, b), and 3 of the Law of 25 April 2014 and that have obtained an exemption from the obligation to obtain authorisation as a credit institution under Article 14/1, paragraph 2 of the same law or under the legislation of another Member State adopted 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° point 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 centralised access to publicly available information useful for financial services, capital markets and sustainability;"; 2° point 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 with regard to entities subject to Article 2, paragraph 1st, 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° in point 63°, the words "of branches established in the EEA by" are replaced by the words "of branches established by"; 4° in point 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 organisation of the economy" are replaced by the words "Article 4, 4°, of the Law of 4 December 2007 on social elections"; 5° points 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 who 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° point 67° is replaced by the following:
"67° strategic decision:

a decision taken by a stock exchange company or by 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 reorganisation of the stock exchange company, or to the extent that it leads to the admission to trading on a trading platform of securities issued by the stock exchange company or by an entity under its control. The Bank, by means of a regulation 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° point 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 concept also includes the situations referred to in said Article 1:22 with associations when the legal nature of the association permits it;"; 8° points 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 concept also includes the situations referred to in said Article 1:23 with associations when the legal nature of the association permits it; 70°/2 control: the link that exists 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 concept also includes the situations referred to in said Article 1:14 with associations when the legal nature of the association permits it, or a relationship of the same nature between any natural or legal person and a company; 70°/3 parent company: a company 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 concept also includes the situations referred to in said Article 1:15, 1°, with associations when the legal nature of the association permits it; 70°/4 subsidiary: a company 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 concept also includes the situations referred to in said Article 1:15, 2°, with associations when the legal nature of the association permits it; any subsidiary of a subsidiary is also considered to be a subsidiary of the parent company at the head of these companies; 70°/5 consortium: a consortium within the meaning of Article 1:19 of the Code of Companies and Associations it being understood that this concept also includes the situations referred to in said Article 1:19 with associations when the legal nature of the association permits it; 70°/6 affiliated company: a company 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 concept also includes the situations referred to in said Article 1:20, 1°, with associations when the legal nature of the association permits it;"; 9° in point 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 a company that represents at least 10 p.c. of the capital or voting rights, or that allows exercising significant influence over the management of that company"; 10° point 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 1st, is supplemented by paragraph 2 drafted as follows:

"§ 2. For the purpose of assessing the criterion set out in Article 14, second paragraph, e), the Bank consults, before ruling on the authorisation 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 paragraph, drafted as follows:
"In this regard, the Bank 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 third country with strategic deficiencies in their 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 modified by the law of 20 December 2023, the following amendments are made:
1° paragraph 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 complies with the regulatory technical standards adopted by the European Commission."; 2° paragraph 3 is supplemented by the following sentences:
"For the purposes of compliance with this paragraph, 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, first paragraph. 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 modified 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 "of 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 paragraph, 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, paragraph 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 amendments are made:
1° the words "main 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 proportional manner and in accordance with the diversity policy referred to in Article 29, § 2, first paragraph, 1°, second paragraph, 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 registers 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 map of functions, including detailed information on the hierarchical structure, on the sharing of responsibilities, and on the persons who are part of the governance framework referred to in Article 17, § 1, as well as on their functions. Without prejudice to Article 61, § 3, these individual function registers and the function map are, at all times, made available to the Bank and are otherwise communicated in a timely manner and 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, a member not being able to sit on more than three of the aforementioned committees. The chairman of the risk committee cannot be the chairman of the statutory administrative body or of another committee."

Art. 288. In Article 27, § 2, of the same law, the first paragraph is supplemented by the following sentence:
"The statutory administrative body exercises overall responsibility for the securities company's strategies and policies on risks."

Art. 289. In Article 29, § 2, first paragraph, 1°, of the same law, the following amendments are made:
1° a paragraph drafted as follows is inserted between the first and second paragraphs:
"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 proportional manner, diversity and gender balance within the statutory administrative body. To this end, the securities company puts in place policies favourable to diversity within the statutory administrative body and persons participating in effective management, where applicable 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. 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, in the manner 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 powers to properly perform 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 amendments are made:
1° paragraph 1, first paragraph, 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, the first paragraph 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 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 person participating in effective management, where applicable a member of the management committee, whose sole specific function for which they are individually responsible is this role.
The Bank may, by way of derogation from the first paragraph and without prejudice to Article 31, § 2, second paragraph, authorise a staff member of the company who is part of senior management to 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 organisationally attached, on a purely organisational 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, first paragraph, and without prejudice to Article 31, § 2, second paragraph, the Bank may authorise 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, assumes 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 inform it of concerns and warn it, where applicable, or in the event of changes in risks affecting or likely to affect the company, in particular to the extent that they may harm 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 amendments 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 inform it of its concerns and warn it, where applicable, or in the event of changes in risks affecting or likely to affect the company, in particular to the extent that they may harm 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 a 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, the sixth paragraph is replaced by the following:
"Without prejudice to paragraphs 4 and 5, when the envisaged changes in the capital structure lead to the simultaneous submission 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 of the law of 25 April 2014 or to 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 paragraph 2 is suspended until the end of the approval or exemption procedure referred to in those articles."

Art. 297. Article 48 of the same law is supplemented by a paragraph drafted as follows:
"For the purposes of assessing the criterion set out in Article 14, paragraph 2, e), the Bank consults the authorities referred to in Article 7, § 2. An unfavourable 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, first paragraph, 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 re-evaluation 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, first paragraph. § 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 holding it, 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 employment of the person concerned, as soon as possible; or 3° takes, in a timely manner, insofar as this is possible, the additional measures necessary 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 with regard to environmental, social and governance (ESG) risks and cyber risk, as defined in Article 4, paragraph 1, point 52quater), of Regulation No 575/2013."

Art. 302. In Article 61 of the same law, modified by the law of 20 December 2023, the following amendments are made:
1° in paragraph 1, the following amendments are made:
a) in the first paragraph, the words ", in the manner it determines," are inserted between the words "the Bank" and "of the proposal for appointment"; b) in the second paragraph, third indent, 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) the second paragraph is supplemented by the following:
"- the requirements provided for in Article 63 are met by the persons whose appointment is proposed."; 2° in paragraph 2, the first paragraph 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 appointment concerned 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 amendments are made:
a) the first paragraph is supplemented by the following sentence:
"In this case, the securities company carries out a re-evaluation in accordance with Article 60/1, § 2."; b) in the second paragraph, the words "may carry out" are replaced by the word "carries out"; c) the second paragraph is supplemented by the following sentence: "For the purposes of monitoring permanent compliance with Article 15, § 1, second paragraph, the Bank makes use of the information referred to in Article 15, § 1, third paragraph."

Art. 303. In Article 63 of the same law, the following amendments are made:
1° in paragraph 2, the following amendments 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 activities of the securities company."; 2° in paragraph 5, second paragraph, the words "and where the mandate is exercised within organisations that do not pursue primarily commercial objectives" are inserted between the words "except in the event that the mandate within the securities company is exercised on behalf of a Member State" and the words ", in the number of following mandates:"; 3° in paragraph 6, the second paragraph is supplemented by the words "and where the mandate is exercised within organisations that do not pursue primarily commercial objectives"; 4° in paragraph 7, the second sentence is repealed; 5° in paragraph 9, second paragraph, 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. At Article 66, § 1, first paragraph, of the same law, the following modifications 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 the first paragraph, 3°, the legal administrative 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, first paragraph, of the same law, the first paragraph is supplemented by the following sentence:
"The Bank may in particular require securities companies to publish, more than once a year, the information referred to in Article 46 of Regulation 2019/2033, to set the deadlines for this publication, and to 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, securities 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. At Article 95, first paragraph, of the same law, the following modifications are made:
1° in the introductory sentence, the words "Are subject to the prior authorization of the Bank:" are replaced by the words "With the exception of decisions for which the prior authorization of 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 the legislation transposing Directive 2019/2034 in that Member State or under Regulation 2019/2033 or Regulation No 575/2013, are subject to the prior authorization of the Bank:"; 2° in points 3° and 4°, in the French text, the word "financial" is replaced in each case 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 case by the words "securities 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. At Article 101 of the same law, the following modifications are made:
1° paragraph 2 is replaced by the following:
"The provisions of Article 98, paragraphs 3, first sentence, 4 and 5, are applicable."; 2° in paragraph 3, the second sentence is replaced by the following:
"Article 99, paragraph 2, is applicable."

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 holding companies, in order to ensure that they comply with the requirements of Chapter IV of this Title, the decrees and regulations adopted for their implementation, 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 context of its mission, the Bank may set requirements as conditions for a decision, in particular the granting of an authorization, approval, or exemption, taken under:
a) this law or the decrees or regulations adopted for its implementation; 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 the 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 "cannot be" and the words "disclosed by securities 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 insofar as it renders Article 194, § 4, paragraph 2, 2°, of the Law of 25 April 2014 applicable to the securities companies referred to therein, securities companies shall communicate this information simultaneously to the Bank acting as the collecting entity within the meaning of Article 2, point 2), of Regulation 2023/2859. The information shall be communicated in a data-extractable 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 shall be accompanied by the following metadata:
1° all names of the securities company to which the information relates; 2° the legal entity identifier of the securities company, specified in accordance with Article 7, paragraph 4, point b), of Regulation 2023/2859; 3° the size of the securities 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, securities companies obtain a legal entity identifier as referred to in paragraph 2, 2°. The Bank shall communicate the information concerned to the European Single Access Point (ESAP) established under the aforementioned Regulation 2023/2859. § 2. Acting as the collecting entity 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 data-extractable format 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 Bank shall also act as the 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 securities companies, where such information concerns these companies and falls within the supervisory competence of the Bank."

Art. 315. Article 133, § 1, of the same law is supplemented by a paragraph, drafted as follows:
"For the purposes of the first paragraph, 1°, the Bank shall assess and monitor the evolution of securities companies' practices in managing their concentration risks arising from exposures vis-à-vis central counterparties, including the plans drawn up in accordance with Article 66, § 1, paragraph 3, as well as the 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 undertaking group have been authorized, the Bank, if designated as the group supervisor under Article 165, shall alert the European Banking Authority, ESMA, and any competent authority concerned as soon as possible, and communicate to them all essential information 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 under 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 modified 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 securities companies, investment holding companies, financial companies, mixed financial companies, their subsidiaries and all other undertakings included in the consolidated scope or included in the group capital adequacy test, as well as any person falling under 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 group capital adequacy test."

Art. 320. In Article 184 of the same law, paragraph 2/1 is inserted, drafted as follows:
"§ 2/1. If the Bank itself receives a request from a competent authority of another Member State to verify information concerning undertakings referred to in paragraph 1, it shall carry out one of the following actions:
1° it carries out the verification requested 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 the first paragraph, 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, modified by the Law of 20 December 2023, the words "to large securities companies" are replaced by the words "to investment undertaking groups comprising at least one investment undertaking that qualifies as a large securities company".

Art. 322. Article 196 of the same law is replaced by the following:
"Art. 196. The appointment of approved auditors and approved alternate auditors at securities companies is subject to the prior agreement of the Bank. This agreement must be obtained by the corporate body making the proposal for appointment, at least two months before the scheduled date of the proposal for appointment to the body competent for their nomination and, where applicable, to the works council. In the event 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 availability of the candidate, taking into account all of their auditing 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, taking into consideration the size of the securities company in which they would be appointed, the nature and complexity of its activities, as well as the independence of the candidate vis-à-vis this securities company. If the Bank does not rule within the aforementioned deadline, the agreement is deemed 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 Enterprise Court or the Court of Appeal, this court shall make its choice from a list of approved auditors drawn up by the Bank."

Art. 323. At Article 202 of the same law, modified by the Law of 25 March 2025, the following modifications are made:
1° paragraph 1 is supplemented by a paragraph drafted as follows:
"Furthermore, the Bank may require the securities company to draw up, 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 the first paragraph and to set a deadline for the implementation of this plan. The Bank may require improvements to said plan, in particular regarding its scope and the deadline provided for."; 2° in paragraph 2, first paragraph, point 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, a 1°/1 is inserted, drafted as follows:
"1°/1 impose both an enhancement of the organizational arrangements implemented and an adaptation of the policy concerning the securities company's own funds and liquidity needs in accordance with the provisions of this law."; 4° in paragraph 2, first paragraph, point 8° is supplemented by the words ", and in particular require that the securities 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, in particular in the event of excessive concentration risk arising from exposures vis-à-vis this 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. At Article 204 of the same law, modified by the Law of 20 December 2023, the following modifications are made:
1° in paragraph 1, first paragraph, 2°, first paragraph, the words "or persons responsible for independent control functions" are inserted in each case between the words "of the management committee," and the words "of this securities 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 the relevant circumstances of the specific case and, where appropriate, the criteria referred to in Article 238, § 6, a) to i)."

Art. 327. At Article 207 of the same law, the current text of which shall form paragraph 1, the following modifications are made:
1° in paragraph 1, a paragraph drafted as follows is inserted between paragraphs 1 and 2:
"To this end, securities 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 a paragraph 2 drafted as follows:
"§ 2. In the event of the cancellation or revocation of the authorization of a securities company under the provisions of this law, the latter shall remain qualified as a securities company for the purposes of the application of specific legislation or regulatory acts providing for a specific regime applicable to this type of company, and this for as long as it remains subject to this law."

Art. 328. Article 235, § 1, first paragraph, of the same law, modified by the Law of 25 March 2025, is supplemented by points 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°, in particular the granting of an authorization or an exemption."

Art. 329. In Article 236 of the same law, last modified 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 securities company, a financial company, a mixed financial company, an investment holding company, or a mixed company of Belgian or foreign law, or
for an acquirer or transferee of a qualifying participation in a securities company,
a deadline within which:
1° he/she/they must comply with specific provisions:
a) of this law or the decrees or regulations adopted for its implementation; 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 the delegated acts referred to in d); 2° he/she/they must make the necessary adaptations to the organizational arrangements or to the policy concerning own funds and liquidity management of the securities company. This injunction is only applicable to branches of securities companies established in another Member State insofar as it concerns a failure to comply with 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°, in particular the granting of an authorization or an exemption. § 2. If the entity or person referred to in paragraph 1 remains in default upon the expiration of the deadline, the Bank, where applicable at the request of the European Central Bank, may, after hearing the entity or person or at least summoning them, impose, for a maximum period of six months, a penalty payment at a rate of a maximum amount of 2,500,000 euros per infringement and a maximum of 50,000 euros per day of delay. Penalty payments imposed on a given date may begin to apply on a later date. § 2/1. Subject to the procedural constraints arising from general principles of law, when it deems it justified in view of the particularities of the specific case, the Bank may impose a penalty payment within the limits of the amounts referred to in paragraph 2 for the situations of non-compliance referred to in paragraph 1, without having to first issue a deadline for remediation. § 3. In addition to its effectiveness and proportionality, the amount of the penalty payment is fixed 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, as 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 compliance with procedural constraints arising from general principles of law, when it deems it justified given the particularities of the case, when it finds:"; 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 breach found"; 2° paragraph 2 is supplemented 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 are applicable to large stockbroking companies."; 3° a 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 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 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 supplemented by an i) drafted as follows:
"i) previous criminal sanctions imposed for the same offense, on the natural or legal person responsible for this offense, without prejudice to paragraph 5/1."; 5° a paragraph 6/1 is inserted drafted as follows:
"§ 6/1. When the administrative fines referred to in this article are imposed to sanction the non-compliance with provisions provided for by or pursuant to this law for the transposition of Directive 2014/65/EU, the Bank publishes the imposition of these fines in accordance with Article 71 of said Directive. In accordance with 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, the anonymized data may be made public as soon as the reasons justifying anonymity cease to exist." 6° it is supplemented by a paragraph 9 drafted as follows:
"§ 9. Acting as a data 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 data-extractable format 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 an 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 supplemented 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 concurring opinion of the Bank."; 2° the article, the current text of which will form paragraph 1, is supplemented 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 it by the Bank and must, in addition, inform the Bank proactively of the progress of its mission. § 3. The Bank informs without delay the supervisory authorities of other Member States where the stockbroking company has a branch or, pursuant to Article 103, provides services, of any dissolution as well as its possible concrete effects."

Art. 333. In Article 271, § 1, of the same law, the words "and except for cases of citation made under Article 201 of this law or under Article 291/1 of the law of 25 April 2014" are inserted between the words "except in 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 by the words "effective fixed remuneration" each time.

Art. 335. In Article 21 of the annex to the same law, paragraph 2 is supplemented 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 laying down 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 laying down various financial provisions, an 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 data 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, an Article 1:31/3 is inserted drafted as follows:
"Art. 1:31/3. § 1. The following are understood as:
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° data collection body: the data 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° 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 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 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 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. This paragraph does not apply to companies that are 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, a 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, an Article 3:20/6 is inserted drafted as follows:
"Art. 3:20/6. In order 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 data collection body, in a data-extractable format or, when Union law requires it, in a machine-readable format:
1° the annual accounts;
2° the management report, with the sustainability information and the information required by Article 8 of Regulation (EU) 2020/852, if applicable; 3° the auditor's 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 for in 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 under 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 under the 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, an Article 3:20/7 is inserted drafted as follows:
"Art. 3:20/7. In order 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 data collection body, in a data-extractable format or, when Union law requires it, in a machine-readable format:
1° the consolidated accounts;
2° the consolidated management report, with the sustainability information and the information required by Article 8 of Regulation (EU) 2020/852, if applicable; 3° the consolidated auditor's 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 for in 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 under 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 under the 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, an Article 3:20/8 is inserted drafted as follows:
"Art. 3:20/8. In order 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 data collection body, in a data-extractable format or, when Union law requires it, 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 for in 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 under 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 under the 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, an 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 fix the implementing measures of this Sub-section. These Royal Decrees are taken after deliberation by the Council of Ministers and on the opinion of the Central Economic Council."

Art. 345. Article 7:89/1 of the same code, inserted by the law of 28 April 2020, is supplemented by a paragraph 7 drafted as follows:
"§ 7. When the company publishes on its website the remuneration policy, the date and result of the vote referred to in paragraph 4, it communicates them at the same time 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 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 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. 346. Article 7:97 of the same code, last modified by the law of 27 March 2024, is supplemented by a paragraph 8 drafted as follows:
"§ 8. When the company makes public the information referred to in paragraph 4/1, it communicates them at the same time 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 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 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. 347. Article 7:141 of the same Code, as amended by the law of 28 April 2020, is supplemented by 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 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 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 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."

CHAPITRE 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, access to the activity of payment service providers, and the activity of issuing electronic money, and access to payment systems is repealed.

CHAPITRE 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 this law and insofar as it is made applicable mutatis mutandis to financial companies and mixed financial companies approved and designated by Belgian law by Article 212, § 2, first paragraph of the same law of 25 April 2014, as replaced by Article 147 of this 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 this law. By 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 this law, financial companies and mixed financial companies exempted by 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 this 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 exempted by 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 this law, does not apply to the appointments of approved auditors and alternate 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 this law. In these cases, the procedure is carried out in accordance with the provisions that were applicable before the entry into force of this 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 this law, applies to reporting relating to the financial year beginning after the entry into force of this law. Reporting relating to the financial year in progress at the time of the entry into force of this law remains subject to the provisions that were applicable before the entry into force of this 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 this 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 respects 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 this law, cannot prejudice the acquired rights of clients established or located in Belgium on the basis of existing agreements 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 this law, does not apply to the appointments of approved auditors and alternate 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 this law. In these cases, the procedure is carried out in accordance with the provisions that were applicable before the entry into force of this law.

Art. 356. Article 113 of the law of 11 March 2018 on the status and supervision of payment institutions and electronic money institutions, access to the activity of payment service providers, and the activity of issuing electronic money, and access to payment systems, as replaced by Article 269 of this law, does not apply to the appointments of approved auditors and alternate 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 this law. In these cases, the procedure is carried out in accordance with the provisions that were applicable before the entry into force of this law.

Art. 357. Article 196 of the law of 20 July 2022 on the status and supervision of stockbroking companies, as replaced by Article 322 of this law, does not apply to the appointments of approved auditors and alternate 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 this law. In these cases, the procedure is carried out in accordance with the provisions that were applicable before the entry into force of this law.

CHAPITRE XXII. - Entry into Force

Art. 358. This 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 this 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 this 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 this law enter into force on 10 July 2026; 4° Articles 233, 1° and 4°, and 237 to 240 of this law enter into force on 29 July 2024; 5° Articles 266 and 272 of this law, and Book III, Title II of the law of 25 April 2014 on the status and supervision of credit institutions, as replaced by this 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 this law, enters into force in accordance with common law with regard to 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 statute of the National Bank of Belgium, as amended by Article 10, 1° and 2°, of this 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 statute of the National Bank of Belgium, as amended by Article 10, 1°, of this law, applies to mandates commenced after the date of entry into force of this 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 promulgate this law, order that it be stamped 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 what follows:

Links

https://www.ejustice.just.fgov.be/eli/loi/2026/07/22/2026005882/justel Image of the official publication Consolidated PDF version

External Link

Council of State

Law of 22 July 2026 transposing EU Directives 2024/1619, 2023/2864, and 2024/2994 on supervisory powers, ESG risks, single access point, and derivatives risk

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Parliamentary Works

Signatures

Preamble

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