National Report on Belgium

The Belgian law on groups of companies is the result of several legal sources: the companies acts, accounting regulation, financial regulation and case law have developed elements of group law without leading to an overall definition of group law. The group reality, composed of separate legal entities, controlled by the leading company is widely recognised. Each of these entities will individually be subject to its own legal regime, subject to control of the group or parent leadership. The control is essentially defined as the power to appoint the majority of the board of the subsidiary or to determine its activity. Control allows the parent to require the subsidiary to adopt decisions in the parent’s or the group’s interest, potentially creating a conflict of interest. Different legal instruments have been developed to balance the interests of the group and those of the subsidiary, to protect the subsidiary and its creditors.