Navigating the Belgian investment screening regime: Insights from the Interfederal Screening Committee’s latest annual report 2025-2026

September 10, 2026 

Why this matters now

The Belgian Federal Public Service Economy has published its annual report on the screening mechanism for foreign direct investment (FDI) covering the third full year of operation from 1 July 2025 to 30 June 2026. The report confirms that the mechanism, introduced by the cooperation agreement of 30 November 2022, has moved well past its start-up phase: filing volumes are up, procedures are more predictable and coordination with the EU and Belgium's intelligence and security services has matured. 

Shortly after the reporting period ended, the ISC took a step it had not taken before: it prohibited a transaction outright. Together, these two developments send a clear signal to any group active in Belgium, whether through an external acquisition or a purely internal reshuffling of the corporate chart: screening is no longer a mere formality, and its outcome can no longer be assumed.

The third year in numbers

The ISC secretariat received 191 notifications during the third screening year. Of those 191 files, 162 investments were cleared, 27 were still being processed at the close of the year, and two were cleared subject to mitigating measures. No notification was withdrawn by the investor, and, within the reporting period itself, no investment was prohibited by the ISC.

A second-phase, in-depth screening procedure was opened in only around 4% of files, underlining that for the vast majority of transactions the process remains a light-touch, 30-day review. Where an in-depth screening procedure was opened, the outcomes over the year were three unconditional clearances, two clearances with mitigating measures, and three cases still pending.

The United States remained by far the largest source of notified investors, accounting for around 41.5% of the total, followed by the United Kingdom (around 21%), Canada and Switzerland (around 5.5% each), and China (around 3.7%). 

The most sensitive sectors by filing volume were, in order: sensitive information and data (around 29%), energy (around 19%), digital infrastructure and healthcare (around 8.8%), and dual-use goods (around 8.1%). Notably, 25 of the 191 notifications concerned internal group restructurings rather than third-party acquisitions, and in 92% of all dossiers the investor was acquiring control of the target, with a full takeover of the Belgian target involved in 71% of cases.

The report also confirms that the ISC is actively looking at unreported deals: 27 information requests were sent to investors suspected of having completed a reportable transaction without notifying the authorities, a clear indication that the absence of a filing is not treated as the end of the story. Particular attention is required for transactions and internal reorganisations involving FDI filings in other EU member states as under the EU FDI cooperation mechanism, information on such filings is exchanged with other member states, which may alert the ISC to the transaction. Where a filing is required elsewhere in the EU, the likelihood of parallel scrutiny in Belgium may therefore increase.

The first prohibition: NHV Group

On 7 August 2026, shortly after the third screening year closed, the ISC prohibited the transfer of Ostend-based helicopter operator Noordzee Helikopters Vlaanderen (NHV) to a Chinese-linked buyer. NHV, owned since 2013 by French investment firm Ardian, had announced in December 2025 an agreement to sell the company to Irish helicopter leasing firm GDHF, a subsidiary of the Chinese group GDAT.

Federal Economy Minister David Clarinval explained that the ISC identified a series of risks to national security, Belgium's strategic interests and potential links to the defence sector. NHV services oil platforms and offshore wind installations, activities the ISC treated as touching critical infrastructure. As a result, the transaction was not permitted to proceed. The government confirmed that this was the first time in three years of operation of the mechanism that a takeover was blocked in this way, while stressing that Belgium remains open to foreign investment and that the screening mechanism is not designed to discourage investors but to protect national security, critical infrastructure and strategic autonomy.

The NHV case is instructive precisely because, on paper, it does not look like an obvious defence transaction.

Impact on M&A deals

The NHV prohibition confirms that FDI screening should be addressed at the outset of a transaction. Due diligence should identify the target’s Belgian exposure to sensitive activities, including critical infrastructure, defense, energy, key technologies, sensitive data and government contracts, while also assessing the investor’s ultimate ownership and geopolitical profile. Where these factors are present, parties should not assume a straightforward Phase 1 clearance, but should plan for additional information requests, a possible Phase 2 review and remedy discussions with the ISC. 

The transaction documents should reflect that risk through a carefully drafted FDI condition precedent, a realistic long-stop date and clear cooperation and information-sharing obligations. The timetable should account not only for formal review periods, but also for information requests, suspensions and remedy negotiations with the ISC. The agreement should further define the buyer’s efforts standard and any limits on its remedy commitments, since an open-ended “hell or high water” obligation may require measures that undermine the acquisition rationale. Depending on the risk profile, commercially reasonable efforts, negotiated remedy caps or a reverse break fee may provide a more balanced allocation of clearance risk.

Targeted warranties should cover government and defence contracts, sensitive or dual-use technologies, sensitive data, critical infrastructure and prior contacts with national security authorities, as these matters may affect both filing obligations and substantive risk.

The European backdrop makes this stricter, not looser

The annual report situates the Belgian mechanism within a fast-moving EU framework. A revised EU FDI Screening Regulation, replacing Regulation (EU) 2019/452, was finalised at the end of 2025 after nearly two years of negotiation. Regulation 2026/1386 enters into force on 16 July 2026 and will become applicable from 17 January 2028. It is intended to further harmonise the mandatory scope of transactions subject to prior authorisation across EU member states and to strengthen EU-level cooperation on investment screening. Belgium was closely involved in the negotiations and will need to amend its 30 November 2022 cooperation agreement, including to align procedural deadlines with the new EU text. That legislative process is already underway.

In parallel, the European Commission adopted an economic security doctrine in December 2025 that identifies six high-risk domains: 

• strategic dependencies
• sensitive technologies
• critical infrastructure
• strategic data
• actors posing systemic risk 
• critical raw materials. 

Belgian and other EU member state authorities are expected to align their FDI risk assessments with this doctrine, meaning screening decisions increasingly reference EU-level, sector-wide risk mapping rather than purely national, case-by-case judgment.

What to do next?

The direction of travel is unambiguous: a broader mandatory scope, tighter EU coordination, and a more systematic, criteria-driven approach to what counts as a strategic risk. Deals that might have cleared quietly two years ago are increasingly assessed against a structured, EU-wide risk taxonomy.

We recommend the following steps:

1. Map every pending and planned transaction or reorganisation touching a Belgian entity against the sectoral triggers in the cooperation agreement and the control/voting-rights thresholds, so that notification obligations are identified before signing rather than at closing.
2. Build FDI screening timelines and conditionality (suspensive conditions, long-stop dates, and allocation of screening risk between the parties) into transaction documentation now, given that the phase 1 review phase runs up to roughly 30 days and where a phase 2 screening procedure is opened, a further period of up to 28 days applies, with possible suspensions for e.g. requests for additional information.
3. Audit past and current intra-group restructurings involving Belgian entities for retrospective notification exposure, given that the authorities actively issued 27 information requests in the past year to investors suspected of unreported transactions. Where a filing was missed, take proactive advice on regularisation before the authorities raise the question first.
4. Track the entry into force of the new EU FDI Screening Regulation (2026/1386) and the resulting amendment of the Belgian cooperation agreement and revisit any multi-jurisdictional deal timetable that assumes current Belgian procedural deadlines will still apply once the revised regime becomes applicable from January 2028.