Since 1 September 2026, the new Belgian Criminal Code has been in force. Adopted in 2024, the new Code modernises criminal law, both in terms of terminology and the underlying values, and clarifies certain definitions and concepts with a view to making them easier for those subject to the law to understand.

CEW & Partners' Francine Messinne explains:

Below, we highlight several changes that are important for businesses. Offences specific to companies in financial difficulty will be the subject of a forthcoming newsletter.

Misuse of corporate assets: a revised definition

Article 476 of the Criminal Code now defines the misuse of corporate assets as the act whereby a de jure or de facto director of a private-law legal entity, with fraudulent intent and for personal purposes, makes use of the legal entity's assets or credit while knowing that such use is significantly detrimental to the financial interests of the entity and its creditors or shareholders.

The offence is punishable by a Level 3 penalty.

The new wording encourages directors to document the economic reasons behind transactions that may affect the company's assets or the interests of the various categories of stakeholders, including its creditors.

Fraud and private-sector corruption: a new framework

The new Code brings together several offences of importance to business activity within a coherent framework: breach of trust, misuse of corporate assets, fraud, private-sector corruption and computer fraud.

Private-sector corruption (Article 487 of the Criminal Code) covers both its passive and active forms. It concerns, in particular, a director, manager, representative or employee who solicits, accepts or receives — or is offered — an advantage in order to perform or refrain from performing an act within the scope of their duties, without the knowledge and authorisation of the relevant governing body, principal or employer.

It is punishable by a Level 2 penalty.

This provision calls for increased vigilance regarding commissions, gifts and commercial advantages, particularly where there is a potential conflict of interest.

It is therefore advisable to draw up internal regulations aimed at preventing potential conflicts of interest and prohibiting any practice that could be regarded as an act of active or passive corruption.

Money laundering: more severe penalties since 1 September 2026

Money laundering (Article 502 of the Criminal Code) constitutes a Level 3 offence. It covers, in particular, the acquisition, possession, management, conversion or transfer of assets derived from an offence, as well as the concealment of their origin.

The financial penalty can potentially be significant: the fine may reach EUR 2 million or the value of the laundered assets, and the laundered assets must be confiscated even if they are owned by a third party.

Article 503 of the Criminal Code provides for a Level 4 penalty in certain aggravating circumstances, in particular where the assets originate from a Level 7 or Level 8 offence, where the offence is committed within the framework of a criminal organisation, or, under certain conditions, where it is committed professionally by an entity subject to anti-money laundering legislation.

In conclusion, although the new Criminal Code is not revolutionary, it places emphasis on the role of company directors in preventing offences and on internal governance rules.

Francine MESSINNE

Partner

Lecturer at Université libre de Bruxelles

Substitute Judge at the Brussels Court of Appeal

francine.messinne@cew-law.be