Since 1 September 2026, Belgium’s new Criminal Code has been in force. The act of 29 February 2024 rewrites the general rules of criminal law and has a direct bearing on the criminal liability of companies and their directors.
Two acts, one shift
Two acts of 29 February 2024 introduce Book I and Book II of the new Criminal Code respectively. Both books entered into force on 1 September 2026 and replace the Criminal Code of 8 June 1867 in its entirety. Book I sets out the general concepts: the offence, criminal authorship, penalties and limitation periods. Book II restates the ordinary offences, from offences against persons to offences against property, including misuse of company assets and breach of trust.
Which principles underpin the new code?
Article 1 restates the principle of legality: no one may be punished for an offence whose elements are not defined by statute, nor subjected to a penalty the statute does not provide for. Article 4 requires a strict interpretation of criminal statutes and rules out their application by analogy to the detriment of the person prosecuted. Where the criminal law changes after the facts, article 2 requires the application of the provisions most favourable to the offender.
A notable change is the systematic breakdown of an offence into a material element and a mental element (article 5). The mental element now expressly requires that the offender be capable of acting consciously and of their own free will, alongside, depending on the offence, intent or gross negligence, defined as a serious failure of care or caution (article 7). Concepts that were previously drawn from case law under the old Criminal Code now sit directly in the statutory text.
Who counts as an offender, and what about the legal person?
Article 17 defines authorship broadly: an offender is anyone who brings together all the elements of the offence, whether in person, by using another as a mere instrument, or by intentionally acting together with others. Article 18 restates the criminal liability of legal persons along familiar lines: a legal person is criminally liable for offences that are intrinsically linked to the pursuit of its objects or the furtherance of its interests, or that were committed on its behalf. Partnerships without legal personality and companies in formation are assimilated to legal persons for this purpose. The liability of the legal person does not exclude that of the director or employee involved: both can be convicted for the same facts.
What changes in how companies are punished?
The new code works with eight penalty levels, with a separate scale for legal persons. Where level 8 means life imprisonment for a natural person, the fine applicable to a legal person at the same level rises to more than 5,760,000 euros (article 38). Article 39 adds further sanctions tailored specifically to companies: a ban on carrying out an activity, closure of the establishment and publication of the conviction. In the most serious cases, the court may, under article 71, order the dissolution of the legal person as a security measure, where the company was deliberately set up, or deliberately diverted from its objects, to carry out unlawful activities.
What does this mean for your company in practice?
Whether an offence is intrinsically linked to the company’s objects, or was committed on its behalf, remains a question of fact. A clear delegation of powers, an up-to-date compliance policy and documented internal controls all weigh in that assessment and in the eventual sentencing. Where there is doubt about your company’s exposure under the new code, a targeted criminal liability audit is worthwhile.
We support companies in mapping their criminal exposure and in their defence should proceedings nonetheless follow. Would you like more information or an appointment? Contact us without obligation through our contact form.