Belgium has adopted a new Criminal Code, which entered into force on 1 September 2026, replacing the 1867 Criminal Code. This is the most significant overhaul of Belgian criminal law in over 150 years. The reform modernises the general principles of criminal liability, introduces a new sentencing system, and revisits several offences directly relevant to businesses.
In this contribution, we highlight the key points for legal persons: the revised regime of criminal liability and the new system of sanctions, including the change in the status of dissolution of the legal person. We also provide a brief commentary on three offences of particular relevance to companies — breach of trust, misuse of corporate assets, and fraud.
1. A revised regime of criminal liability for legal persons
The new Criminal Code confirms and clarifies the criminal liability of legal persons, first introduced into Belgian law in 1999.
Under the new regime, the former distinction between the criminal liability of the legal person and that of the natural person who committed the offence is abandoned. Previously, when liability arose from the fault of an identified natural person, the courts had to apply a mechanism that excluded the accumulation of liability, which led to considerable case law and practical uncertainty. The new Code removes this mechanism: the legal person and the natural person can now, in principle, both be held liable and prosecuted for the same offence, each according to their own contribution.
This clarification is significant for companies, as it broadens the scope for parallel prosecution of the company and its directors, officers, or employees.
2. A new system of sanctions
The new Code introduces a restructured and modernised system of penalties applicable to legal persons.
A. Levels of penalties
Penalties are now organised into a graduated scale, allowing the courts to calibrate the sanction to the seriousness of the offence. The reference financial penalty for legal persons is the fine, the amount of which is determined by reference to the level (or tier) of the offence concerned.
B. Additional penalties
Alongside the principal penalties, the Code provides for a range of additional penalties, including confiscation, publication of the decision, prohibition from carrying out certain activities, and closure of establishments.
A notable innovation is the introduction of a new financial penalty based on the profit expected or obtained from the offence. This penalty allows the courts to align the financial sanction with the actual or intended economic benefit derived from the offence, reinforcing the deterrent effect of the sentencing regime for economically motivated offences.
C. Dissolution of the legal person
The dissolution of the legal person, once among the possible penalties, changes status under the new Code. It is henceforth treated as a security measure rather than as a penalty in the strict sense. This reclassification reflects its exceptional, protective nature, reserved for the most serious situations, and affects the conditions and procedural framework under which it may be ordered.
3. Brief commentary on three offences of particular relevance to companies
The reform also revisits several offences that are frequently encountered in the business context.
A. Breach of trust
The breach of trust, which sanctions the misappropriation or dissipation of goods handed over on the condition that they be returned or used in a specific manner, is retained and clarified. The offence remains central to disputes involving the misuse of entrusted funds or assets within a company.
B. Misuse of corporate assets
Misuse of corporate assets — the use, by a director or officer, of the company’s assets or credit in a manner contrary to the company’s interests and for personal purposes — remains a key offence in corporate criminal law. It continues to be a central tool for addressing management abuses that harm the company and its stakeholders.
C. Fraud
Fraud, which sanctions the fraudulent acquisition of assets through deceitful manoeuvres, is maintained and modernised. It remains one of the most commonly prosecuted offences in economic and financial matters.
4. What this means for companies
The entry into force of the new Criminal Code has concrete implications for businesses:
- The broader scope of parallel liability for the company and its directors calls for renewed attention to the internal allocation of responsibilities and governance safeguards.
- The new financial penalty based on the profit expected or obtained from the offence increases the potential financial exposure of companies convicted of economically motivated offences.
- The reclassification of dissolution as a security measure reshapes the assessment of the most serious risks facing a legal person.
Conclusion
The new Criminal Code marks a significant evolution in the regime governing criminal liability for legal persons. A careful review of the new provisions and a proactive review of compliance frameworks will enable companies to approach this new framework with confidence.
Should you have questions regarding the impact of the new Belgian Criminal Code on your organisation, our White Collar Crime team is here to assist. Do not hesitate to contact the authors of this article, Benoît Thomas , Charles-Édouard Lambert or Antoine Mésot.
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This newsletter does not constitute legal advice or a legal opinion. Please consult with a legal counsel of your choice before taking any action based on the information provided.