When it comes to M&A transactions in the EU, DD is the first thing potential purchasers should keep in mind. So, let’s see what DD of M&A transactions in Belgium is all about & what it takes to start a business in Belgium.
Performing DD & Disclosing Information
DD of M&A transactions in the Kingdom of Belgium includes an analysis of the following aspects of the target company:
- legal;
- financial;
- tax;
- commercial.
Depending on the type of business, a more indepth investigation may be required for each item on the list. DD generally focuses on:
- corporate-related matters;
- commercial contracts;
- real estate;
- labor agreements;
- IP.
Those planning on setting up a business in Belgium should keep in mind that sellers’ failure to inform buyers of an upcoming deal may result in them being held legally accountable, even if a contract isn’t ultimately concluded.
Publicly Available Information
DD of a Belgian company involves searching public registries. A number of documents relating to private companies must be deposited with a register of a jurisdiction where a company’s registered office is located. The list of such documentation includes:
- MOA;
- amendments to the company’s AoA;
- essential corporate decisions.
Also, if a company incorporated in Belgium has changed its AoA, the full text of the latest version of the AoA should be made available online. The company is also required to post its annual financial statements with Belgium’s National Bank, which the latter is to make publicly available on the Internet. The identity of the company’s ultimate beneficial owners must also be made accessible to the general public.
Those planning on concluding an M&A Deal in the Kingdom of Belgium should also keep in mind that additional information (e,g. pertaining to the company's financial condition) can be found in other databases.Data for conducting real estate analysis is available in the country’s mortgage registry. The status of IP protection in the Kingdom of Belgium & domain name registration can be checked in online registries.
Conclusion
Interested in conducting DD of an M&A deal in the Kingdom of Belgium? IQ Decision UK is at your service. Our experts can provide you with legal advice on the regulation of private mergers and acquisitions in the EU & extend legal aid in concluding an M&A transaction in the Kingdom of Belgium.
