The Federal Public Service of Economy (“Federale
Overheidsdienst Economie”https://www.mondaq.com/”Service public
fédéral Economie”) has published its second annual report on the Belgian Foreign
Direct Investment (“FDI”) screening
mechanism, covering the period from 1 July 2024 up until 30 June
2025. The report demonstrates a system that is consolidating and
evolving in its second year since the implementation on 1 July
2023.
I. Key figures
A. Notifications
The Interfederal Screening Commission (“Interfederale
Screeningscommissie”https://www.mondaq.com/”Comité de
filtrage interfédéral”)
(“ISC”) received 100 notifications
between 1 July 2024 and 30 June 2025, a significant increase from
the 68 notifications in the first year.
Of these, 89 investments were authorised (up from 53), 1 was
authorised with mitigating measures (none in the first year), and
no investments were refused (unchanged). 2 notifications were
withdrawn by the investor (for reasons unknown), and 8 cases remain
pending at the time of reporting.
The ISC also notes that one additional transaction was
authorised with mitigating measures, but as it concerned a case
pending from the previous year, it was not included in the second
annual report.
While no ex officio procedures were commenced (as
opposed to 1 last year), additional information was requested in
relation to 16 non-notified investments to determine whether
notification was required. The ISC is thus becoming more proactive
in identifying missed filings.
The proportion of notifications leading to a formal screening
procedure (second phase) decreased slightly, from 7% in the first
year to 5% in the second year. This suggests that, while the volume
of notifications has grown, the threshold for deeper scrutiny
remains high.
B. Timing
The assessment phase started on average within 2 days after the
initial submission of the notification forms (down from 6 days last
year). In 15 notifications (13 last year), information was missing,
which prevented the immediate launch of the verification
procedure.
In 7 cases (4 last year), the ISC requested additional
information during the procedure. The average processing time for
the assessment phase remained stable at 31 days. Given that the
legal time limit is in principle 30 days, this indicates that
additional information was generally swiftly provided by investors
and processed by the ISC.
C. Insights on targets, investors and
sectors
Only 22% of notified investments in the second year involved
Belgian entities as the main target (as opposed to 23.5% in the
first year), confirming that most cases concern foreign groups with
Belgian subsidiaries.
A complete takeover occurred in 59% of cases (down from 66.2%).
In the vast majority of transactions (91%), the investor acquired
control over the target, a slight increase from 85.3% last
year.
There were 22 internal restructurings (up from 11), with most
not resulting in a new ultimate beneficial owner. This further
underlines the concern of many practitioners regarding the
relevance of including such transactions within the scope of
application of the FDI screening mechanism.
The most impacted sectors shifted slightly: in 2024-2025,
sensitive information/personal data (21 cases), digital
infrastructure (14), and energy (13) led the list, followed by
health (12) and dual use (9). In 2023-2024, data and health each
accounted for 13 notifications, followed by digital infrastructure,
transport, and electronic communications.
Flanders remained the top region for investments (71 cases, up
from 46), followed by Brussels (31, up from 22) and Wallonia (16,
up from 14).
The USA remained the leading country of origin of investors (45%
of cases, slightly up from 43.4%), followed by the UK (22%, down
from 29%), with Japan, Canada, and China rounding out the top
five.
The estimated total investment for all notified cases was
€131.5 billion (down from €173.3 billion), with the
Belgian component rising sharply to €6.97 billion (from
€2.06 billion).
II. New developments and regulatory outlook
A. Practical improvements and first use of mitigating
measures
The ISC introduced updated notification forms and IT
enhancements to streamline the process. The system’s growing
maturity is reflected in the increased number of cases handled,
with no impact on processing times.
For the first time, an investment was authorised subject to
mitigating measures, such as placing technology or know-how in the
custody of a Belgian third party, guarantees to ensure process
continuity, or appointing compliance officers. This marks a new
phase in the application of the screening mechanism, reflecting
increased sophistication and risk management.
B. Underlined importance of the Coordination Committee
on Intelligence and Security
The ISC also underlines the role of the Coordination Committee
on Intelligence and Security
(“Coördinatiecomité Inlichtingen en
Veiligheid”https://www.mondaq.com/”Comité de coordination du
renseignement et la sécurité”)
(“CCIS”). The CCIS assesses whether an
investment poses potential risks to national security, public order
or the strategic interests of the country. It has 25 days to
deliver its opinion to the ISC but is entitled to extend that
deadline if necessary (this happened in less than 10% of the
cases).
C. Proposed revision of EU FDI Regulation
The European Commission’s proposed revision of the FDI
Regulation advanced further in 2025, with the Council adopting its
position and interinstitutional negotiations underway. The revision
aims to harmonise national screening mechanisms, to introduce a
minimum scope, and to strengthen cooperation and transparency.
Belgium’s mechanism will require review and possible adaptation
once the new EU framework is finalised.
III. Main takeaways
The number of notifications rose by nearly 50%, with the system
maintaining efficient processing times. Most investments continue
to be approved without a formal screening procedure. The threshold
for deeper scrutiny remains high, but the first use of mitigating
measures signals a more nuanced approach.
However, the broad scope of the mechanism and ongoing EU reforms
mean that uncertainty remains for investors. The wide application
of the screening mechanism continues to pose (administrative)
challenges for foreign investors. Notably, the large number of
investments being authorised immediately following the assessment
phase is an indication that the scope of the mechanism might be too
broad, potentially capturing transactions that do not present
genuine risks to national security or public order. This raises
questions about the proportionality and efficiency of the current
system, and highlights the importance of the ongoing evaluation and
possible refinement of the notification requirements as the EU
moves forward with regulatory reforms.
IV. Conclusion
The second year of Belgium’s FDI screening mechanism
demonstrates a system that is both active and evolving. While the
vast majority of investments are approved, the introduction of
mitigating measures and the ongoing regulatory reforms at EU level
suggest that the landscape will continue to shift. Investors are
still advised to “notify when in doubt” (particularly
given the ISC proactiveness in identifying missed filings) and to
monitor developments closely as Belgium and the EU refine their
approaches to economic security and openness.
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