Belgium's FDI Screening: Status Anno 2026 - Why your next corporate restructuring/M&A deal could trigger a regulatory review (and what to do about it)

Belgium's FDI screening mechanism has been in force since July 1, 2023, embodying an approach based on transparency, legal certainty and proportionality that protects strategic sectors while offering investors stability and confidence. During the second year of operation (July 1, 2024 to June 30, 2025), the secretariat of the Belgian screening mechanism received 100 notifications, demonstrating the system's active and efficient functioning.

Of the 100 notifications received, 89 investments were approved, 2 notifications were withdrawn by the investor, 8 files are still under review, and 1 investment was approved with mitigating measures. No investment was refused.

The total estimated investment amount was 131.5 billion EUR, of which 6.97 billion EUR concerned the Belgian component. The majority of ultimate investors came from the United States, accounting for 45% of notified files, followed by the UK (22 transactions), Japan (8 transactions), Canada (7 transactions) and China (5 transactions).

The top five most affected sectors were: sensitive information/personal data (21 transactions), digital infrastructure (14 transactions), energy (13 transactions), health (12 transactions), and dual use (9 transactions). This reflects the Commission's focus on protecting Belgium's strategic interests in critical areas including cybersecurity, energy security, and emerging technologies.

The average processing time during the assessment phase was 31 days. Legally the initial assessment phase takes 30 days however this period can be suspended in case more information is required.

During the second year of operation of the Belgian screening mechanism, five screening procedures were initiated. Three investments have since been approved. Two of those cases were fast tracked (after an average total of 49 days) because no remedial measures were deemed necessary. One investment was approved with remedial measures. Two notified cases are still ongoing.

Remedial measures included, among others:

• placing certain technology, source code and/or know how in escrow with a third party in Belgium,
• guarantees for the continuity of certain processes,
• the appointment of one or more compliance officers.

The duration of a screening procedure can vary greatly and depends on several factors such as:

• any extension request from the Coordination Committee for Intelligence and Security (CCIV)
• the procedure within the EU cooperation mechanism,
• requests for additional information and the associated response times.
   

The Belgian FDI screening mechanism applies when all of the following conditions are met:

• The investment occurs in a Belgian company or entity (direct or indirect)
• The Belgian company or entity is active in a sensitive sector as listed in the FDI Cooperation Agreement
• The investment is made by a foreign investor
• The foreign investor acquires control OR at least 10% or 25% of voting rights in the Belgian company or entity

More information on the applicability of the FDI screening mechanism can be found here: EY Law BE | Non-EU investments screening in Belgium as of 1 July 2023.

Companies must be vigilant. The FDI screening regime can apply even to intra-group restructurings. Internal restructurings occurred 22 times during the second year of applicability, with 8 of those restructurings not resulting in a new ultimate beneficiary. This demonstrates that the screening obligation extends beyond traditional M&A transactions to internal corporate reorganizations.

Even if a transaction appears at first glance to be a purely internal matter, it may trigger notification requirements if it involves a foreign investor acquiring control or specified voting thresholds in a Belgian entity operating in a sensitive sector, even if its indirectly. 

The key consideration is whether the transaction results in control or influence by a foreign investor, regardless of whether the entities involved belong to the same corporate group.

The sanctions for failing to comply with Belgian FDI screening requirements are severe. Companies that proceed with notifiable transactions without obtaining the required clearance face significant legal and financial risks.

EY Law has developed extensive expertise in navigating Belgium's FDI screening regime and similar mechanisms across multiple jurisdictions. Our team has successfully assisted multiple clients with FDI submissions to the Belgian Screening Commission. The submitted transactions were approved by the Belgian Screening Commission without any comments or conditions—a testament to our thorough preparation and strategic approach.

Beyond these successful filings, we have advised numerous clients on the applicability of Belgian FDI screening rules to both domestic and cross-border transactions, helping them assess whether their contemplated deals trigger notification requirements and guiding them through the compliance process.

While our experience with the Belgian Screening Commission is extensive, our capabilities extend well beyond Belgium's borders. The EY Law network provides comprehensive FDI screening support across Europe and globally, ensuring that our clients receive coordinated advice on multi-jurisdictional transactions subject to parallel screening processes.

We assist clients with:

• Pre-transaction assessments to determine whether FDI notification is required
• Filing strategy and preparation, including drafting submissions and supporting documentation
• Liaison with screening authorities throughout the review process
• Risk mitigation strategies, including structuring advice and negotiation of potential conditions
• Multi-jurisdictional coordination for transactions triggering screening in multiple countries
• Intra-group restructuring analysis to identify hidden FDI implications

Our FDI screening team combines legal expertise, regulatory insight, and practical transaction experience to guide clients through this evolving regulatory landscape. Whether you're planning a major acquisition, considering an intra-group restructuring, or seeking to understand your ongoing compliance obligations, we provide tailored, strategic advice designed to achieve your business objectives while ensuring full regulatory compliance.

For assistance with Belgian FDI screening matters or multi-jurisdictional FDI compliance, please contact the author of this article.

This article is based on the Belgian FDI Screening Commission's Annual Report 2024-2025  (Screening Buitenlandse Directe Investeringen - Jaarverslag 2024-2025 | FOD Economie) and EY Law's experience advising clients on FDI matters.