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Act Relating To Public Offers Of Securities (1)

Original Language Title: Loi relative aux offres publiques de titres (1)

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22 AVRIL 2003. - Public Offers of Securities Act (1)



ALBERT II, King of the Belgians,
To all, present and to come, Hi.
The Chambers adopted and sanctioned the following:
CHAPTER Ier. - General provision
Article 1er
This Act regulates a matter referred to in Article 78 of the Constitution.
CHAPTER II. - Definitions and scope
Section 1re. - Definitions
Art. 2 (1)
For the purposes of this Act, all investment instruments, whether negotiable or non-negotiable, irrespective of the underlying assets, such as:
1° shares, shares and other social rights or rights of participation in profit, reserves. or liquidation balance in civil or commercial societies or associations;
2° bonds and other receivables, regardless of the debtor;
3(a) the share of investment funds referred to in Book III of the Act of 4 December 1990 on financial transactions and financial markets;
(b) the real estate certificates referred to in section 106 of the aforementioned Act of 4 December 1990;
(c) the rights directly or indirectly relating to movable or immovable property, organized in association, indivision or grouping, in law or in fact, not conferring upon the holders the deprivation of such property, whose collective management is entrusted to one or more persons acting in a professional capacity;
4° future financial contracts, including equivalent financial instruments in cash;
5° interest rate futures contracts ("forward rate agreements");
6° the exchange contracts ("interchanges") on interest rates or currencies and exchange contracts on shares or equity indices ("equitable swaps");
7° options on currency and interest rates and all other options, rights or obligations to acquire or dispose of, inter alia, by way of subscription or exchange, any securities referred to in this section, including equivalent financial instruments made in cash;
8° the representative instruments of rights on titles;
9° derivatives on precious metals and raw materials.
However, the following investment instruments are not securities within the meaning of paragraph 1er :
1° deposits of money sought or received by institutions or institutions referred to in Article 4, paragraphs 1er and 2, 1° to 4° and 6°, of the Act of 22 March 1993 relating to the status and control of credit institutions;
2° foreign exchanges, precious metals and raw materials;
3° the contracts referred to in section ter of Council Directive 79/267/EEC of 5 March 1979, coordinating the legislative, regulatory and administrative provisions concerning access to the activity of direct life insurance, and its exercise, concluded by insurance companies within the meaning of Council Directive 92/96/EEC of 10 November 1992.
Art. 3 (2)
§ 1er. For the purposes of this Act, "public offer" or "public offer" must be heard:
1° any public offer for sale, any public sale, or any public offer for subscription, as well as any proposal made publicly to investors to make an offer for revocable or non-revocable acquisition or subscription;
2° any public procurement offer;
3° admission to negotiation on a Belgian organized market that is accessible to the public;
4° to the conditions determined by the King, any public proposal to offer information or advice or to request information or advice relating to created or not yet created securities that are or will be the subject of an offer, public or non-public, unless such information or advice relates to titles that are or have been the subject of a regular public offer in Belgium.
§ 2. The King may define the public within the meaning of § 1er3°, as well as setting the criteria for determining the public character of the operations or proposals referred to in § 1er.
§ 3. For the purposes of this Act, it shall be understood by:
1° "offering": the person who makes a public offer or the person who, with respect to public offer as referred to in § 1er, 3°, introduces an application for admission to negotiation;
2° "issuer": the corporation, legal entity, institution or company whose securities are the subject of a public offer operation.
Art. 4 (3)
For the purposes of this Act, it shall be understood by:
1° "Belgian organized market": the market referred to in Article 2, 4°, of the Act of 2 August 2002 on financial sector surveillance and financial services;
2° "official quota of a stock exchange": the market referred to in Directive 2001/34/EC of the European Parliament and the Council of 28 May 2001 concerning the admission of securities to the official rating and the information to be published on these values;
3° "regulated market": any Belgian or foreign regulated market referred to in Article 2, 3°, 5° or 6°, of the Act of 2 August 2002 referred to above;
4° "market company": the company referred to in section 2, 7°, of the law of August 2, 2002 referred to above;
5° "CBF": the Banking and Financial Commission,
6° "working day": working day in the banking sector, except Saturdays and Sundays.
Art. 5 (4)
For the purposes of this Act, "intermediate" means any natural or legal person who, even as a temporary or incidental activity, and in any capacity whatsoever, intervenes in respect of investors in the placement of an offer on behalf of the Offeror or the Issuer, for remuneration or benefit of any kind and granted directly or indirectly by the Offeror.
Art. 6 (5)
For the purposes of this Act, "Euro-bonds" must be understood the obligations, vouchers and other borrowing securities that simultaneously meet the following characteristics:
1° they are taken firm and placed by a union composed of at least two unrelated members and each having their seat in a different state. The King can review this number based on the evolution of market practice;
2° they are offered for a significant part in several states other than the seat of the transmitter;
3° they may only be subscribed or initially acquired by a person or institution referred to in section 12, or through the person or institution.
Art. 7 (6)
For the purposes of this Act, collective investment organizations of a non-scheduled type, mutual funds and investment companies shall be heard:
- the purpose of which is the collective investment of financial means collected from the public and whose operation is subject to the principle of risk distribution,
and
- whose shares are, at the request of the holders, redeemed or refunded, directly or indirectly, to the assets of these organizations; is assimilated to such redemptions or refunds the fact for a collective investment organization to act so that the value of its stock exchanges does not differ significantly from their net inventory value.
Section 2. - Scope of application
Art. 8 (7)
With the exceptions set out in sections 9 to 11, this Act applies to any public offer of securities other than debt securities created by the European Central Bank or by the central banks of the member states of the European Economic Area.
Art. 9 (8)
Chapters IV and V do not apply:
1° to public sales of securities ordered by court or organized periodically by the market company of a Belgian organized market;
2° to public offers of titles created by a Member State of the European Economic Area or by one of its territorial public authorities or by international public organizations of which one or more member States are part;
3° to public tenders of cash and deposit certificates under the Act of 22 July 1991 on cash and deposit certificates;
4° to the allocation of shares or shares to workers in accordance with the plans of participation referred to in the Act of 22 May 2001 on the plans of participation of workers in capital and corporate profits.
Art. 10 (9)
Unless this is an offer referred to in Article 3, § 1er3°, chapters IV and V do not apply
1° to public offerings of shares of cooperative companies approved under section 5 of the Act of 20 July 1955 establishing a National Council of Cooperation, provided that the acquisition or possession of such shares constitutes the condition for their holder to be eligible for the services rendered by these cooperative companies;
2° to public tenders of bonds created by non-profit associations and non-profit international associations, as well as public utility foundations and private foundations, provided these offers are made to provide these associations and foundations with the means necessary to achieve their uninterested goals;
3° to public offers of securities recognizing receipt of repayable funds, with or without capitalization of interest, issued continuously by credit institutions established in Belgium and by credit institutions under the law of others Member States of the European Economic Area and not established in Belgium, with the exception of subordinate or convertible securities, with the right to subscription or acquisition or exchangeable;
4° to public offers of Euro-bonds, which simultaneously meet the following conditions:
(a) the euro-bonds are not convertible, exchangeable, and have a right to subscribe or acquire other securities;
(b) the offer is not subject to an advertising campaign in Belgium;
(c) the offer exceeds an amount to be determined by the King;
(d) Euro-bonds are offered on conditions that may interest private and institutional investors;
(e) the Offeror or the issuer has committed to seeking the admission of Euro-bonds to the negotiation on a regulated market located or operating in the European Economic Area or on a market located or operating outside the European Economic Area, which meets characteristics equivalent to those of a regulated market;
(f) adequate information, in accordance with existing international financial markets, is made available to investors at the time of the offer.
Art. 11 (10)
Unless it is an operation referred to in Article 3, § 1er, 2°, chapters IV and V do not apply to public tenders by collective investment organizations referred to in section 108, 1°, of the Act of 4 December 1990 on the financial transactions and financial markets of their securities and by foreign collective investment organizations of the type other than closed of their shares.
Unless it is an operation referred to in Article 3, § 1er, 2° or 3°, chapters IV and V do not apply to public offers of real estate certificates by investment organizations referred to in section 106, paragraph 1erof the Act of 4 December 1990 referred to above.
Unless it is an operation referred to in Article 3, § 1er, 2° or 3°, chapters IV and V do not apply to public tenders by collective investment bodies referred to in article 108, 2° and 3°, of the law of 4 December 1990 mentioned above of their securities and by foreign collective investment organizations of the closed type of their shares.
CHAPTER III. - Intermediation for public offers of securities
Art. 12 (11)
Only the following persons or institutions may intervene in Belgium as an intermediary for the Offeror or the issuer in the public securities offers:
(a) the European Central Bank, the National Bank of Belgium and other central banks of the European Economic Area member states;
(b) credit institutions listed under section 13 of the Act of 22 March 1993 relating to the status and control of credit institutions, with the exception of municipal savings funds;
(c) branches established in Belgium of credit institutions under the law of another Member State of the European Economic Area, registered in accordance with Article 65 of the Act of 22 March 1993 referred to above;
(d) credit institutions not established in Belgium that fall under the right of another Member State of the European Economic Area and operate in Belgium in accordance with Article 66 of the Act of 22 March 1993 referred to above;
(e) the exchange companies referred to in Book II, Title II, of the Act of 6 April 1995 relating to the status of investment companies and their control, intermediaries and investment advisors;
(f) the investment companies in financial instruments referred to in Book II, Title II, of the Act of 6 April 1995 referred to above;
(g) investment companies operating under the law of another Member State of the European Economic Area and operating in Belgium under Book II, Title III, of the Act of 6 April 1995 referred to above;
(h) branches established in Belgium of investment companies under State law that are not members of the European Economic Area and operate in Belgium in accordance with Book II, Title IV, of the Act of 6 April 1995 referred to above;
(i) investment companies under the law of States that are not members of the European Economic Area and operate in Belgium through the provision of services, provided that their intervention as an intermediary is in accordance with the statute to which they are subject under the decrees carried out pursuant to Book II, Title IV, of the law of 6 April 1995.
The King may determine that only financial intermediaries established in Belgium and determined by him are allowed to intervene in the placement of tenders within the meaning of Article 3, § 1erTwo.
Paragraph 1er, does not prejudice the possibility for the Offeror to collect the acceptances of its offer of sale or subscription of securities, or to entrust this task to a company that is related to it, in case the offer is for the staff of the related company.
CHAPTER IV. - The prospectus
Art. 13 (12)
A public offer of securities may not be made, except where a total exemption from the obligation to establish a prospectus has been granted, only after a prospectus has been made public and a notice has been published reproducing the complete prospectus or specifying where the complete prospectus is made public and where the public can obtain it.
The prospectus contains the information that, according to the characteristics and nature of the transaction concerned, is necessary to enable the public to make a judgment based on the proposed investment, such as, in particular, the data on the assets, the financial situation and the prospects of the Offeror, the issuer and, where applicable, the target corporation, the rights attached to the securities that are the subject of the public offer, and the public counterparty requested.
Any significant developments that may influence the public's judgment and intervening between the time the approval provided for in section 14, and that of the closure of the transaction is the subject of a supplement to the prospectus. In the absence of such a supplement, the CBF may, if it is aware of such a fact, suspend the operation until it is made public. The CBF may make public, at the expense of the Offeror, the decision to suspend the operation. To any person who, at the expiry of the time limit set by the CBF, fails to comply with an injunction to suspend the operation that has been addressed to it under this paragraph, the CBF may inflict a breach that may not, per calendar day, exceed 50,000 euros, or, for the lack of knowledge of the same suspension injunction, exceed 2.500,000 euros.
The CBF determines for each public offer the modalities and periodicity of the update of the prospectus.
Art. 14 (13)
The prospectus and its potential supplements or updates may only be published after approval by the CBF.
Art. 15 (14)
The King may, by order taken on the advice of the CBF:
1° determine the minimum content of the prospectus and its supplements or updates, as well as that of the notices, advertisements or other documents that announce or recommend the transaction;
2° develop a specific plan of prospectus for the admission of certain securities to the negotiation in certain Belgian organized markets or compartments of such markets, as these securities, markets or market compartments are determined by Him;
3° empower the CBF to grant, in special cases, and with appropriate, regular and non-nominative advertising of the policy followed, derogations from the decrees taken under 1° and 2°.
Art. 16 (15)
The prospectus contains the indication that it is published after it has been approved by the CBF in accordance with section 14, and that this approval does not include any appreciation of the opportunity and quality of the operation, nor of the situation of the person performing it.
Except for the indication referred to in paragraph 1er, no mention of the CBF intervention may be made in the prospectus, its supplements or updates, or in the notices, advertising or other documents that announce or recommend the operation or refer to it.
Art. 17 (16)
The prospectus explicitly identifies those responsible for the contents of the prospectus.
The persons referred to in the prospectus pursuant to paragraph 1 shall be held in solidarity with the persons concerned, notwithstanding any stipulation to the contrary, of the remedy of the harm which is an immediate and direct result of the absence or misleading of the statements, in the prospectus, its supplements or updates, prescribed by or under sections 13, 15 and 16.
The Offeror, the issuer or intermediaries designated by them shall be held in solidarity with the persons concerned, notwithstanding any stipulation to the contrary, of the compensation of the harm which is an immediate and direct result of the inaccuracy or misleading of the information given in the notices, the advertisement or other documents that relate to the operation and are published on their initiative, or of the non-compliance of these documents with the provisions of the said Articles.
CHAPTER V. - Control
Art. 18 (17)
§ 1er. Anyone who intends to publicly offer titles will notify the CBF in advance.
§ 2. A notice referred to in § 1er, is attached a file prepared in accordance with the requirements of the CBF, including:
1° the draft prospectus prepared in accordance with articles 13, paragraphs 2 and 4, 15, 16, 17 and 19 and the decrees taken for their execution;
2° where applicable, the conditions for the firm taking of publicly available titles, as well as the composition, rights and obligations of any registered guarantee or investment union for this offer;
3° a detailed statement of titles, of any kind, held in the issuer by those who gave the notice provided in § 1er and, where appropriate, by those who make up the trade unions referred to in the second paragraph of this paragraph.
§ 3. The CBF may require persons who have given the notice referred to in § 1er, complete the file by adding all the other information necessary to assess the complete and adequate nature of the information contained in the prospectus.
§ 4. Notices, advertisements or other documents that, on the initiative of the Offeror or the transmitter or intermediaries designated by them, relate to the operation or announce or recommend it, are submitted to the CBF prior to publication.
Art. 19 (18)
The King may, by order taken on the advice of the CBF:
1° fixing the deadlines and terms and conditions under which the prospectus and its supplements or updates, as well as notices, advertisements or other documents that announce or recommend the operation, are made public;
2° provide for cases and conditions in which a partial or total exemption from the requirement to establish and publicize a prospectus may be granted by the CBF;
3° empower the CBF to grant, in special cases, and with appropriate, regular and non-nominative advertising of the policy followed, derogations from the decrees taken under 1° to 2°.
Art. 20 (19)
Within 15 business days after the receipt of a complete file, the CBF decides either to approve the prospectus or to grant a total exemption from the requirement to establish and publish a prospectus, or to refuse to approve the prospectus.
Where the CBF has not yet taken any of the decisions referred to in paragraph 1er, persons who gave the opinion provided in Article 18, § 1er, may, by registered mail, put the CBF still to do so. Such an application may take place as soon as the expiry of a period of 15 working days from the date of the last application by the CBF, of additional information within the meaning of Article 18, § 3, or, in the absence of such a request, not earlier than the expiry of a period of 15 working days from the notice referred to in Article 18, § 1erIf at the expiry of a period of 15 working days from the date of the stay referred to in this paragraph, the CBF remains in default either to make the decision, citing the missing elements, that the file cannot yet be considered complete, or to make one of the decisions referred to in paragraph 1er, the application for approval of the prospectus or for a total exemption from the obligation to establish and publish a prospectus is deemed to be rejected.
Art. 21 (20)
The decisions referred to in Article 20 shall be brought to the attention of the persons who gave the opinion provided in Article 18, § 1er. If this is an offer referred to in Article 3, § 1er, 3°, these decisions are also brought to the attention of the market companies concerned.
Only persons who have given the notice provided for in Article 18, § 1er, may appeal against the CBF's refusal to approve the prospectus or against the decision referred to in section 20, paragraph 2, stating that the file cannot yet be considered complete. The CBF approval decision is not subject to appeal.
Art. 22 (21)
If the CBF considers that an offer may be made or made under conditions that may induce the public in error on the heritage, financial situation, results or prospects of the Offeror and/or the issuer or on the rights attached to the securities that are the subject of the offer, the CBF shall, as the case may be, notify the Offeror and/or the issuer, and, where appropriate, require certain measures.
If this notice is not taken into account, the CBF may decide to suspend the transaction. It may also decide to suspend or withdraw certain notices, advertisements or other documents that, on the initiative of the Offeror or the transmitter or intermediaries designated by them, relate to the operation or announce or recommend it. Finally, it may order the Offeror and/or the issuer to publish a correction.
Decisions referred to in paragraph 2 shall be notified by registered letter to the position or with acknowledgement of receipt to persons referred to in paragraph 1erand, if this is an offer referred to in Article 3, § 1er, 3°, to the market companies concerned.
The CBF may make public the decision to suspend the operation or to suspend or withdraw notices, advertisements or other documents referred to in paragraph 2. If the correction referred to in paragraph 2 has not been made at the expiry of the time limit, the CBF may also make the order of rectification public and, where appropriate, make the publication of the requested correction. The CBF measures referred to in this paragraph shall, as the case may be, be applied to the Offeror and/or the Issuer.
To any person who, at the expiry of the time limit set by the CBF, fails to comply with a suspension or withdrawal injunction that has been sent to it under paragraph 2, the CBF may inflict a breach that may not be, per calendar day, greater than 50,000 euros, or, for the failure of the same suspension or withdrawal injunction, greater than 2.500,000 euros.
Art. 23 (22)
§ 1er. Where securities subject to a public offer referred to in Article 3, § 1er, 1° or 3°, have made at a close date or are simultaneously the subject in another Member State of the European Economic Area of an offer for sale or public sale or of an admission to the official quota of a stock exchange, for which a prospectus has been established and published in accordance with the national provisions taken in execution of Directive 2001/34/EC or Directive 89/298/EEC, after being approved by the competent Member State
The prospectus approved by the competent authority of the other Member State is, however, for its distribution in Belgium, supplemented with respect to the information specific to the Belgian market, in particular with respect to the tax status of revenues, to the financial institutions that provide the financial service in Belgium and to the mode of publication of the notices to the public.
The prospectus referred to in paragraph 1er, completed if applicable in accordance with paragraph 2, is submitted to the CBF at least fifteen days before the commencement of the offer for the control of the elements referred to in paragraph 2.
§ 2. § 1er does not apply to the public offer of securities of issuers established in Belgium.
§ 3. The King shall determine the terms and procedure for the application of § 1er.
Art. 24 (23)
Those who made a public offer of titles provide the CBF with all relevant information and information indicated by the CBF on the outcome of this transaction and make this result publicly available in the manner determined by the CBF.
CHAPTER VI. - Criminal and administrative fines
Art. 25 (24)
Are punished by imprisonment from one month to one year and a fine of Euro 75 to Euro 15,000, or only one of these penalties:
(1) those who obstruct the verifications to which they are required under this Act, who refuse or fail to provide information, documents or documents that they are required to provide under this Act or knowingly give false, incorrect or incomplete information, documents or documents;
2° those who contravene articles 13, paragraph 1er, 14, 18, § 1eror 24;
3° those who pass in addition to a suspension or withdrawal made under section 13, paragraph 3, or section 22, paragraph 2, or who fail to know a refusal to approve the prospectus;
4° those who knowingly publish a prospectus, a supplement or an update of a prospectus or any other document announcing or recommending a public offer, which contains false, inaccurate or incomplete information that may induce the public in error on the heritage, financial situation, results or prospects of the Offeror and/or the issuer or rights attached to the Offeror
5° those who make public a prospectus, a supplement or an update of a prospectus, or another document referred to in Article 18, § 4, indicating the approval of the CBF while the latter was not given;
6° those who make public a prospectus or a supplement or an update of a prospectus, different from that approved by the CBF;
7° those who contravene Article 12.
Art. 26 (25)
The provisions of the Book of the Penal Code, without exception of Chapter VII and Article 85, are applicable to offences punishable by this Act.
Art. 27 (26)
Without prejudice to other measures taken pursuant to this Act, the CBF may, when it finds an offence under this Act or its enforcement orders, impose an administrative fine on the person responsible, which may not be less than 2.500,00 euros or greater, for the same fact or set of facts, at 2.500.000,00 euros.
Art. 28 (27)
Penalties and fines imposed pursuant to sections 13, paragraph 3, 22, paragraph 5, and 27 shall be recovered to the Treasury by the administration of the Cadaster, Recording and Domains.
CHAPTER VII - Miscellaneous provisions
Art. 29
Royal Decree No. 185 of 9 July 1935 on the control of banks and the regime of securities and values
1° Article 26, replaced by Royal Decree No. 67 of 30 November 1939 and amended by the Act of 22 March 1993;
2° Article 27, replaced by the Act of 9 March 1989 and amended by the Act of 4 December 1990;
3° Article 28, as amended by the Act of 4 December 1990;
4° Article 29, replaced by the Act of 9 March 1989 and amended by the Act of 4 December 1990;
5° Article 29bis , inserted by the law of 9 March 1989 and amended by the law of 4 December 1990;
6° Article 29ter , inserted by the law of 9 March 1989 and amended by the law of 4 December 1990;
7° Article 30, replaced by the Act of 9 March 1989 and amended by the Act of 4 December 1990;
8° Article 31;
9° Article 32, replaced by the Act of 9 March 1989;
10° Article 34, replaced by the Act of 9 March 1989 and amended by the Acts of 4 December 1990, 22 March 1993 and 21 December 1994, by the Royal Decree of 13 January 1995 and the Acts of 30 October 1998 and 22 May 2001;
11° Article 34bis , inserted by the law of 4 December 1990;
12° Article 42, paragraph 1er8°, amended by the laws of 30 June 1975, 8 August 1980, 17 July 1985 and 9 March 1989;
13° Article 42, paragraph 1er9°, amended by the law of 30 June 1975;
14° Article 42, paragraph 2, inserted by the law of 17 June 1991;
15° Article 42bis , inserted by the law of 9 March 1989 and amended by the royal decree of 13 July 2001;
16° Article 46.
Art. 30
Section 22 of the Public Savings Appeals Act of 10 June 1964, as amended by the Acts of 10 July 1969, 9 March 1989, 4 December 1990, 6 April 1995 and 12 December 1996, is repealed.
Art. 31
The Act of July 10, 1969 on solicitation of public savings, particularly in respect of securities, is repealed.
Art. 32
§ 1er. In Article 7, § 2, of the Act of 2 August 2002 on the supervision of the financial sector and financial services, the words "of title II of Royal Decree No. 185 of 9 July 1935 on the control of banks and the regime of the emissions of securities and values" are replaced by the words "of the law of the... on public offers of securities".
Art. 33
§ 1er. The King is entitled to replace in royal laws and decrees the references to the provisions of title II of Royal Decree No. 185 of 9 July 1935 referred to above, article 22 of the law of 10 June 1964 and to articles 1er and 5 of the Act of 10 July 1969 referred to above, by reference to the corresponding provisions of this Act, using the table of concordance set out in the annex.
§ 2. Until their adaptation by the King, references to the provisions referred to in § le, shall, using the table of concordance, annexed, be read as referring to the corresponding provisions of this Act.
Art. 34
The King may, by order deliberately in the Council of Ministers, take on the advice of the CBF the necessary measures to transpose the directives of the European Communities concerning the matter regulated by this Law.
Royal orders under paragraph 1er may amend, supplement, replace or repeal existing legal provisions.
The draft decisions referred to in paragraph 2 are subject to the advice of the Law Section of the Council of State. This notice is published in conjunction with the report to the King and the royal decree concerned.
Art. 35
The King shall determine the effective date of each of the provisions of this Act.
Promulgate this law, order that it be clothed with the seal of the State and published by the Belgian Monitor.
Given in Brussels on 22 April 2003.
ALBERT
By the King:
Minister of Finance,
D. REYNDERS
Seal of the state seal:
Minister of Justice,
Mr. VERWILGHEN
____
Notes
(1) Session 2002-2003.
House of Representatives.
Documents. - Bill, 50-2148 - No. 1. - Bill No. 2. - Report No. 5. - Text adopted in plenary and transmitted to the Senate.
Senate.
Documents. - Project referred to by the Senate, 2-1588 - No. 1. - Evocation - No. 3. - Overall vote: does not vary.
(2) Article 2
Subparagraph 1er Introductory provision: Act of 10 June 1964, article 22, § 1erParagraph 1er party, amended by the law of 10 July 1969, article 2.
1°: Royal Decree No. 185 of 9 July 1935, article 26, paragraph 1er party and paragraph 2, first sentence party; Act of 10 June 1964, article 22, § 1erParagraph 1er party; cf. Act of 2 August 2002, article 2.1°, (a) and (d) .
2°: Royal Decree No. 185 of 9 July 1935, article 26, paragraph 1er party and paragraph 2, first sentence party, replaced by Royal Decree No. 67 of 30 November 1939, Law of 10 June 1964, Article 22, § 1erParagraph 1er party, amended by the Act of 10 July 1969, article 2; cf. Act of 2 August 2002, article 2, 1°, b).
3°, (a): cf. Act of 2 August 2002, article 2, 1°, (d).
3°, b): cf. Act of 2 August 2002, article 2, 1°, d).
3°, c): Act of 10 July 1969, article 1er.
4° : cf. law of 2 August 2002, article 2, 1°, (f) .
5° : cf. law of 2 August 2002, article 2, 1°, g) .
6° : cf. law of 2 August 2002, article 2, 1°, h) .
7°: Law of 10 June 1964, article 22, § 1erParagraph 1er party, amended by the law of 10 July 1969, article 2; cf. Act of 2 August 2002, article 2, 1°, (c) and (i).
8°: Law of 10 June 1964, article 22, § 1erParagraph 1er party, amended by the law of 10 July 1969, article 2.
9° : new provision
Paragraph 2: new provision.
(2) Article 3
Article 3: Royal Decree No. 185 of 9 July 1935, article 26, paragraph 1er party, paragraph 2 party, and paragraph 3, replaced by Royal Decree No. 67 of 30 November 1939, article 8, e); Act of 10 June 1964, article 22, paragraph 2, paragraph 1er party and paragraph 3; Act of 10 July 1969, article 5, amended by the Act of 4 December 1990, article 245, § 3.
§ 1er, introductory sentence: Royal Decree No. 185 of 9 July 1935, article 26, paragraph 3.
§ 1: Royal Decree No. 185 of 9 July 1935, article 26, paragraph 1er party and paragraph 2, first sentence party, replaced by Royal Decree No. 67 of 30 November 1939, article 8, e); Act of 10 June 1964, article 22, paragraph 2, paragraph 1er party and paragraph 3; Act of 10 July 1969, article 5, paragraph 2.
1°: Royal Decree No. 185 of 9 July 1935, article 26, paragraph 1er party and paragraph 2, 1st sentence party; Act of 10 June 1964, article 22, paragraph 2, paragraph 1er party, amended by the law of 9 March 1989, article 29, 1 and 3°.
2°: Act of 10 June 1964, article 22, paragraph 2, paragraph 1er party, amended by the law of 9 March 1989, article 29, 3°.
3°: Royal Decree No. 185 of 9 July 1935, article 26, paragraph 2, first sentence party; Act of 10 June 1964, article 22, paragraph 2, paragraph 1er party and paragraph 3, amended by the law of 9 March 1989, article 29, 3°.
4°: Act of 10 July 1969, article 5, paragraph 2.
§ 2: Law of 10 July 1969, article 5, paragraph 1er.
§ 3: new provision.
(3) Article 4
Article 4: new provision.
(4) Article 5
Article 5: new provision.
(5) Article 6
Article 6: Royal Decree No. 185 of 9 July 1935, article 34, § 1er3°, paragraph 2 (partm), inserted by the law of 4 December 1990, article 232 and amended by the law of 21 December 1994, article 174.
1°: Royal Decree No. 185 of 9 July 1935, article 34, § 1er, 3°, paragraph 2, 2°, amended by the Royal Decree of 13 January 1995, article 2.
2°: Royal Decree No. 185 of 9 July 1935, article 34, § 1er3°, paragraph 2, 3° (partm).
3°: Royal Decree No. 185 of 9 July 1935, article 34, § 1er3°, paragraph 2, 4°.
(6) Article 7
Article 7: new provision.
(7) Article 8
Article 8: new provision and: Royal Decree No. 185 of 9 July 1935, article 34, § 1er, 1°bis , inserted by the law of 30 October 1998, article 32.
(8) Article 9
1°: Royal Decree No. 185 of 9 July 1935, article 34, § 1er2°; Act of 10 June 1964, article 22, paragraph 2, paragraph 1er party, amended by the law of 9 March 1989, article 29, 3°.
2°: Royal Decree No. 185 of 9 July 1935, article 34, § 1er1°.
3°: new provision.
4°: Royal Decree No. 185 of 9 July 1935, article 34, § 1er, 1°ter , inserted by the Act of 22 May 2001 on the schemes for the participation of workers in the capital and profits of corporations, article 38.
(9) Article 10
Article 10: Law of 10 June 1964, article 22, § 1er2; Royal Decree No. 185 of 9 July 1935, article 34, § 1er, 3° (partm), inserted by the law of 4 December 1990, article 232, and § 2, paragraph 1er, 3° and paragraph 2.
1°: Law of 10 June 1964, article 22, § 1er, paragraph 2, first sentence, amended by the Act of 9 March 1989, article 29, paragraph 2 and by the Act of 4 April 1995, article 29.
2°: Act of 10 June 1964, article 22, § 1er, paragraph 2, first sentence, amended by the Act of 9 March 1989, article 29, paragraph 2 and by the Act of 4 April 1995, article 29 (amendé).
3°: Royal Decree No. 185 of 9 July 1935, article 34, § 2, paragraph 1er, 3° and 2, as amended by the law of 22 March 1993, article 156, 2°, (c) (article 34, § 2 being amended by Royal Decree No. 67 of 30 November 1939, article 8, (f) , 1°, by the law of 2 April 1962, article 12 and by the law of 4 August 1978, article 103, (c) , paragraph 6 and replaced by the law of 9 March 1989, article 15).
4°: Royal Decree No. 185 of 9 July 1935, article 34, § 1er, 3° (partm), inserted by the law of 4 December 1990, article 232 and amended by the law of 21 December 1994, article 174.
4°, (a): Royal Decree No. 185 of 9 July 1935, article 34, § 1er, 3°, paragraph 1er (Partm).
4°, b): Royal Decree No. 185 of 9 July 1935, article 34, § 1er, 3°, paragraph 1er (Partm).
4°, c): Royal Decree No. 185 of 9 July 1935, article 34, § 1er3°, paragraph 2, 1°.
4°, d): Royal Decree No. 185 of 9 July 1935, article 34, § 1er3°, paragraph 2, 3° (partm).
4°, e): Royal Decree No. 185 of 9 July 1935, article 34, § 1er3°, paragraph 2, 5°.
4°, f): Royal Decree No. 185 of 9 July 1935, article 34, § er, 3°, paragraph 2, 6°.
(10) Article 11
Article 11: Law of 10 June 1964, article 22, § 1erParagraph 1er, in fine, inserted by the law of 10 July 1969, article 3, paragraph 2, and amended by the law of 9 March 1989, article 29, 1°, by the law of 4 December 1990, article 248, paragraph 2 and by the law of 12 December 1996, article 23 (amendé).
(11) Article 12
Article 12: New provision, inspired by Article 3 of the Law of 4 December 1990.
(12) Article 13
Article 13: Royal Decree No. 185 of 9 July 1935, article 29, § 1er (partm) and § 2, paragraphs 1 and 3, replaced by the law of 9 March 1989, article 11 and amended by the law of 4 December 1990, article 235, § 2.
Subparagraph 1er Royal Decree No. 185 of 9 July 1935, article 29, § 1er (Partm).
Paragraph 2: Royal Decree No. 185, article 29, paragraph 2, paragraph 1er.
Subparagraph 3: Royal Decree No. 185, article 29, paragraph 2, paragraph 3 and new measures of sanction.
Paragraph 4: new provision.
(13) Article 14
Article 14: Royal Decree No. 185 of 9 July 1935, article 29ter, § 1erParagraph 1er, inserted by the law of 9 March 1989, article 11 and amended by the law of 4 December 1990, articles 231 and 235, § 2 (amended).
(14) Article 15
Article 15: Royal Decree No. 185 of 9 July 1935, article 29bis, 1° and 4° (partm), inserted by the law of 9 March 1989, article 11 and amended by the law of 4 December 1990, articles 230 and 235, § 2.
1°: Royal Decree No. 185 of 9 July 1935, article 29bis, 1°.
2° : new provision.
3°: Royal Decree No. 185 of 9 July 1935, article 29bis, 4° (partm) (extended).
(15) Article 16
Subparagraph 1er, : Royal Decree No. 185 of 9 July 1935, article 29, paragraph 2, replaced by the law of 9 March 1989, article 11 and amended by the law of 4 December 1990, article 235, paragraph 2 (amende).
Paragraph 2: Royal Decree No. 185 of 9 July 1935, article 30, replaced by the Act of 9 March 1989, article 12 and amended by the Act of 4 December 1990, article 235, paragraph 2.
(16) Article 17
Article 17: Royal Decree No. 185 of 9 July 1935, articles 29, § 1er (partm) and 32.
Subparagraph 1er Royal Decree No. 185 of 9 July 1935, article 29, § 1er (Partm).
Subparagraph 2: Royal Decree No. 185 of 9 July 1935, article 32 (partm), replaced by the Act of 9 March 1989, article 13.
Subparagraph 3: Royal Decree No. 185 of 9 July 1935, article 32 (partm), replaced by the Act of 9 March 1989, article 13 (amendé).
(17) Article 18
Article 18:
§ 1er Royal Decree No. 185 of 9 July 1935, article 26, paragraph 1er, paragraph 2, first sentence, and paragraph 3, replaced by Royal Decree No. 67 of 30 November 1939, article 8, (e) and amended by the law of 4 December 1990, article 235, paragraph 2 and by the law of 22 March 1993, article 156, 1° (amendé).
§ 2, 1°: Royal Decree No. 185 of 9 July 1935, article 27, paragraph 1er, 1° (partm), replaced by the law of 9 March 1989, article 10, 1° and amended by the law of 4 December 1990, article 235, § 2.
§ 2, 2°: Royal Decree No. 185 of 9 July 1935, article 27, paragraph 1er, 4°, amended by the law of 4 December 1990, article 235, § 2.
§ 2, 3°: Royal Decree No. 185 of 9 July 1935, article 27, paragraph 1er5°, amended by the law of 4 December 1990, article 235, § 2.
§ 3: Royal Decree No. 185 of 9 July 1935, article 27, paragraph 2, amended by the law of 9 March 1989, article 10, 2 and by the law of 4 December 1990, article 235, § 2.
§ 4: Royal Decree No. 185 of 9 July 1935, article 27, paragraph 1er1° (partm).
(18) Article 19
Article 19: Royal Decree No. 185 of 9 July 1935, article 29bis, 2° to 4° (partm), inserted by the law of 9 March 1989, article 11 and amended by the law of 4 December 1990, articles 230 and 235, § 2.
1°: Royal Decree No. 185 of 9 July 1935, article 29bis, 2°.
2°: Royal Decree No. 185 of 9 July 1935, article 29bis, 3°.
3°: Royal Decree No. 185 of 9 July 1935, article 29bis, 4° (partm).
(19) Article 20
New provision.
(20) Article 21
Article 21: Royal Decree No. 185 of 9 July 1935, article 29ter, § 1erparagraph 2, and § 3, inserted by the law of 9 March 1989, article 11 and amended by the law of 4 December 1990, article 235, § 2.
Subparagraph 1er Royal Decree No. 185 of 9 July 1935, article 29ter, § 1er, paragraph 2, as amended by the Act of 4 December 1990, articles 231, 1° (amended).
Paragraph 2: Royal Decree No. 185 of 9 July 1935, article 29ter, § 3, amended by the law of 2 August 2002, art. 130, § 1er.
(21) Article 22
Article 22: Royal Decree No. 185 of 9 July 1935, article 29ter , § 2, inserted by the law of 9 March 1989, article 11 and amended by the law of 4 December 1990, article 235, § 2 (amendé).
Subparagraph 1er Royal Decree No. 185 of 9 July 1935, article 29ter, § 2, paragraph 1er (mold)
Subparagraph 2: Royal Decree No. 185 of 9 July 1935, article 29ter, paragraph 2, paragraph 2 (partm) (amendé).
Paragraph 3: Royal Decree No. 185 of 9 July 1935, article 29ter, paragraph 2, paragraph 2 (partm), amended by the law of 4 December 1990, article 231, 2° (amendé).
Paragraphs 4 and 5: new provisions.
(22) Article 23
Article 23: Royal Decree No. 185 of 9 July 1935, article 34bis, inserted by the law of 4 December 1990, article 233.
(23) Article 24
Article 24: Royal Decree No. 185 of 9 July 1935, article 28, paragraph 4, amended by the law of 4 December 1990, article 235, paragraph 2 (amendé).
(24) Article 25
1°: Royal Decree No. 185 of 9 July 1935, article 42, paragraph 1er9°.
2°: Royal Decree No. 185 of 9 July 1935, article 42, paragraph 1er, 8°, amended by the law of 30 June 1975, article 55, by the law of 8 August 1980, article 103, by the law of 17 July 1985, article 11 and by the law of 9 March 1989, article 17 (partm).
3°: Royal Decree No. 185 of 9 July 1935, article 42, paragraph 1er, 8°, amended by the law of 30 June 1975, article 55, by the law of 8 August 1980, article 103, by the law of 17 July 1985, article 11 and by the law of 9 March 1989, article 17 (partm).
4° : new layout.
5°: Royal Decree No. 185 of 9 July 1935, article 42bis, 1°, inserted by the law of 9 March 1989, article 18 and amended by the Royal Decree of 13 July 2001.
6°: Royal Decree No. 185 of 9 July 1935, article 42bis, 2°, inserted by the law of 9 March 1989, article 18 and amended by the Royal Decree of 13 July 2001.
7°: new provision inspired by the criminal sanction of Article 3 of the Act of 4 December 1990.
(25) Article 26
Article 26: Royal Decree No. 185 of 9 July 1935, article 46.
(26) Article 27
Article 27: new provision.
(27) Article 28
Article 28: new provision.