Doing business in Belgium is logistically close for Dutch entrepreneurs, but legally surprisingly different. Belgium has a new Civil Code (phased in since 2020-2023), specific distributor protection, and complex language rules regarding Flanders, Wallonia, and Brussels. At Musch Legal, we handle cases involving Belgian counterparties on a weekly basis — often concerning the termination of distribution and liability under the new Civil Code.
What is the legal problem? (What is different about Belgian law?)
Belgian law resembles Dutch law but has stricter mandatory rules regarding distributors, agents, and unilateral contract amendments. The new Belgian Civil Code (Book 5 since 2023) codifies, among other things, the concept of unforeseen circumstances (Article 5.74) more broadly than Article 6:258 of the Civil Code. Language legislation affects employment contracts and consumer relations. Termination of distribution contracts without sufficient notice almost always leads to compensation.
What does the law say? (Which Belgian rules apply to you?)
The Belgian Civil Code (Book 5 since 1 January 2023) and the Code of Economic Law govern commercial and distribution matters. The Act on Unilateral Termination of Exclusive Sales Concessions Granted for an Indefinite Period (1961, incorporated into the WER) protects distributors. The Flemish Language Decree (1973) and the French Language Decree regulate language requirements in official contexts. Crossroads Bank for Enterprises (KBO) is the Belgian commercial register.
Part
Netherlands
Belgium
Contract Law
Book 6 + 7 of the Civil Code
Book 5 new Civil Code (2023)
Distribution protection
No statutory
Law 1961 + WER
Imprevision
Article 6:258 of the Civil Code restrictive
Article 5.74 of the Civil Code broader
Commercial Register
Chamber of Commerce
Crossroads Bank for Enterprises
Language of B2B contract
No requirement
Free but region-specific
Part
The Netherlands
Belgium
Contract law
Book 6 + 7 Civil Code
Book 5 new Civil Code (2023)
Distribution protection
No statutory
Law 1961 + WER
Imprevision
Article 6:258 BW restrictive
Article 5.74 BW broader
Trade Register
Chamber of Commerce
Crossroads Bank for Enterprises
Language of B2B contract
No requirement
Free but region-specific
What risks do companies face? (Where do Dutch entrepreneurs stumble?)
Too short a notice period with a Belgian distributor leads to compensation of six to eighteen months in long-term relationships. Unfamiliarity with the new imprevision rule (Article 5.74 BW) can lead to renegotiation pressure. Incorrect choice of language in an employment contract in Flanders renders the contract void. Unfamiliarity with the WER (Economic Law Code) leads to procedural errors in commercial relationships.
Practical example from our practice (How did we safely terminate a Belgian distribution?)
Musch Legal represented a Dutch brand manufacturer who wanted to terminate a Belgian distributor with a three-month notice period after fifteen years of cooperation. Under the 1961 Act, this was insufficient; for a fifteen-year relationship, twelve to eighteen months is customary. During renegotiation, we incorporated: a nine-month notice period with phasing, a voluntary goodwill compensation of 220,000 euros, and a transition period for customers. Legal proceedings were avoided, and total costs were 280,000 euros lower than the estimated scenario after the claim.
What can you do? (What do you arrange for every Belgian customer?)
Align distribution contracts with the 1961 Act: notice periods, grounds for termination, and goodwill arrangements. Use the correct language: Dutch for Flanders, French for Wallonia, both for Brussels. Assess contract terms against the new Belgian Civil Code (Book 5). For debt collection: use the EPO (Regulation 1896/2006) or the Belgian writ of execution procedure. Check the Belgian Crossroads Bank for Enterprises (KBO) during due diligence. Engage Musch Legal for a Belgium scan.